MKS Instruments Reports Third Quarter 2017 Financial

Achieved new quarterly records for revenue and Non-GAAP net earnings
Total quarterly revenue up 28% compared to Q3 2016
Achieved new quarterly revenue record for Light and Motion Division

ANDOVER, Mass., Oct. 24, 2017 (GLOBE NEWSWIRE) -- MKS Instruments, Inc. (NASDAQ:MKSI), a global provider of technologies that enable advanced processes and improve productivity, today reported third quarter 2017 financial results.

Quarterly Financial Results
(in millions, except per share data)
	Q3 2017		Q2 2017
GAAP Results
Net revenues	$486		$481
Gross margin	46.9	%	45.7	%
Operating margin	22.7	%	19.3	%
Net income	$76.0		$120.4
Diluted EPS	$1.38		$2.19
Non-GAAP Results
Gross margin	46.9	%	45.9	%
Operating margin	25.5	%	24.0	%
Net earnings	$85.9		$77.7
Diluted EPS	$1.56		$1.41

Third Quarter 2017 Financial Results
Revenue was $486 million, an increase of 1% from $481 million in the second quarter of 2017 and an increase of 28% from $381 million in the third quarter of 2016.

Net income was $76.0 million, or $1.38 per diluted share, compared to net income of $120.4 million, which included a net gain of $59.9 million resulting from the sale of the Data Analytics Solutions Business Unit, or $2.19 per diluted share in the second quarter of 2017, and $32.5 million, or $0.60 per diluted share in the third quarter of 2016.

Non-GAAP net earnings, which exclude special charges and credits, were $85.9 million, or $1.56 per diluted share, compared to $77.7 million, or $1.41 per diluted share in the second quarter of 2017, and $47.9 million, or $0.88 per diluted share in the third quarter of 2016.

“We are very pleased with our continued progress in 2017 in achieving our objectives of sustainable and profitable growth,” said Gerald Colella, Chief Executive Officer and President. Mr. Colella added, “This quarter, we again set new records for quarterly revenue and Non-GAAP net earnings which are a direct result of the strategic investments we have made, and will continue to make, in the areas of product development as well as sales and applications support functions. Looking ahead, we see a wide range of new opportunities to solve customer complex problems across the large and growing markets we serve.”

“We also continue to execute on our strategy to delever our balance sheet and significantly reduce our interest cost. During the third quarter, we completed our third successful re-pricing of our Term Loan and voluntarily pre-paid another $125 million of principal. Exiting the third quarter, our debt balance is $448 million down from $780 million at loan origination in April of 2016, our debt to Adjusted EBITDA ratio is below 1 times and we have reduced our non-GAAP interest expense by approximately 60% on an annualized basis,” said Seth Bagshaw, Senior Vice President and Chief Financial Officer.

Additional Financial Information
The Company had $535 million in cash and short-term investments as of September 30, 2017 and during the third quarter of 2017, MKS paid a dividend of $9.5 million or $0.175 per diluted share.

Fourth Quarter 2017 Outlook
Based on current business levels, the Company expects that revenue in the fourth quarter of 2017 may range from $480 to $520 million.

At these volumes, GAAP net income could range from $1.34 to $1.59 per diluted share and non-GAAP net earnings could range from $1.52 to $1.76 per diluted share.

Conference Call Details
A conference call with management will be held on Wednesday, October 25, 2017 at 8:30 a.m. (Eastern Time). To participate in the conference call, please dial (877) 212-6076 for domestic callers and (707) 287-9331 for international callers, and an operator will connect you. Participants will need to provide the operator with the Conference ID of 90032404, which has been reserved for this call. A live and archived webcast of the call will be available on the company’s website at www.mksinst.com.

About MKS Instruments
MKS Instruments, Inc. is a global provider of instruments, subsystems and process control solutions that measure, control, power, monitor, and analyze critical parameters of advanced manufacturing processes to improve process performance and productivity. Our products are derived from our core competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, residual gas analysis, leak detection, control technology, ozone generation and delivery, RF & DC power, reactive gas generation, vacuum technology, lasers, photonics, sub-micron positioning, vibration isolation, and optics. Our primary served markets include semiconductor capital equipment, general industrial, life sciences, and research. Additional information can be found at www.mksinst.com.

Use of Non-GAAP Financial Results
Non-GAAP amounts exclude amortization of acquired intangible assets, an asset impairment, costs associated with completed and announced acquisitions, acquisition integration costs, restructuring charges, certain excess and obsolete inventory charges, fees and expenses related to re-pricing of our Term Loan, amortization of debt issuance costs, net proceeds from an insurance policy, costs associated with the sale of a business, the tax effect of a legal entity restructuring, other discrete tax benefits and charges, and the related tax effect of these adjustments. These non-GAAP measures are not in accordance with generally accepted accounting principles in the United States of America (GAAP). MKS' management believes the presentation of these non-GAAP financial measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. Annualized GAAP interest expense based upon $780 million principal outstanding and using the LIBOR based interest rate spread in effect on April 29, 2016, was $44.0 million. Annualized GAAP interest expense based upon $448 million in principal currently outstanding and LIBOR plus 200 basis points would be $19.5 million. Pro-forma revenue amounts assume the acquisition of Newport Corporation had occurred as of the beginning of 2016.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the future financial performance of MKS, our future business prospects, our future growth, and our expected synergies and cost savings from our recent acquisition of Newport Corporation. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are the conditions affecting the markets in which we operate, including the fluctuations in capital spending in the semiconductor industry, and other advanced manufacturing markets, fluctuations in net sales to our major customers, our ability to successfully integrate Newport’s operations and employees, unexpected risks, costs, charges or expenses resulting from the Newport acquisition or other acquisitions, the terms of the Term Loan financing, fluctuations in interest rates, MKS’ ability to realize anticipated synergies and cost savings from the Newport acquisition, our ability to successfully grow our business, potential fluctuations in quarterly results, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing and sourcing risks, volatility of stock price, international operations, financial risk management, and the other factors described in MKS’ most recent Annual Report on Form 10-K for the year ended December 31, 2016 filed with SEC. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter our forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.

Company Contact: Seth H. Bagshaw
Senior Vice President, Chief Financial Officer and Treasurer
Telephone: 978.645.5578

Investor Relations Contacts:
Monica Gould
The Blueshirt Group
Telephone: 212.871.3927
Email: monica@blueshirtgroup.com

Lindsay Grant Savarese
The Blueshirt Group
Telephone: 212.331.8417
Email: lindsay@blueshirtgroup.com

MKS Instruments, Inc.
Unaudited Consolidated Statements of Operations
(In thousands, except per share data)



	Three Months Ended
	September 30,			September 30,			June 30,
		2017			2016			2017

Net revenues:
Products	$	434,710		$	335,156		$	431,950
Services		51,557			45,504			48,807
Total net revenues		486,267			380,660			480,757
Cost of revenues:
Products		223,738			183,789			229,304
Services		34,534			28,486			31,870
Total cost of revenues		258,272			212,275			261,174

Gross profit		227,995			168,385			219,583

Research and development		32,548			32,268			33,680
Selling, general and administrative		71,839			68,016			71,979
Acquisition and integration costs		2,466			2,641			790
Restructuring		10			-			2,064
Asset impairment		-			-			6,719
Amortization of intangible assets		10,977			12,452			11,468
Income from operations		110,155			53,008			92,883

Interest income		873			404			507
Interest expense		7,172			12,007			6,997
Gain on sale of business		-			-			74,856
Other (expense) income, net		(2,485	)		843			(3,277	)
Income from operations before income taxes		101,371			42,248			157,972
Provision for income taxes		25,377			9,699			37,532
Net income	$	75,994		$	32,549		$	120,440

Net income per share:
Basic	$	1.40		$	0.61		$	2.22
Diluted	$	1.38		$	0.60		$	2.19

Cash dividends per common share	$	0.175		$	0.17		$	0.175

Weighted average shares outstanding:
Basic		54,282			53,574			54,178
Diluted		55,101			54,315			55,001

The following supplemental Non-GAAP earnings information is presented to aid in understanding MKS' operating results:

Net income	$	75,994		$	32,549		$	120,440

Adjustments:
Acquisition and integration costs (Note 1)		2,466			2,641			790
Acquisition inventory step-up (Note 2)		-			4,971			-
Expenses related to sale of a business (Note 3)		-			-			436
Excess and obsolete inventory charge (Note 4)		-			-			1,160
Fees and expenses relating to re-pricing of term loan (Note 5)		492			-			-
Amortization of debt issuance costs (Note 6)		2,314			2,838			694
Restructuring (Note 7)		10			-			2,064
Asset impairment (Note 8)		-			-			6,719
Gain on sale of business (Note 9)		-			-			(74,856	)
Net proceeds from an insurance policy (Note 10)		-			(1,323	)		-
Amortization of intangible assets		10,977			12,452			11,468
Windfall tax benefit on stock-based compensation (Note 11)		(594	)		-			(3,169	)
Taxes related to sale of business (Note 12)		-			-			15,007
Taxes related to legal entity restructuring (Note 13)		-			1,532			-
Pro-forma tax adjustments		(5,789	)		(7,790	)		(3,047	)

Non-GAAP net earnings (Note 14)	$	85,870		$	47,870		$	77,706

Non-GAAP net earnings per share (Note 14)	$	1.56		$	0.88		$	1.41

Weighted average shares outstanding		55,101			54,315			55,001

Income from operations	$	110,155		$	53,008		$	92,883

Adjustments:
Acquisition and integration costs (Note 1)		2,466			2,641			790
Acquisition inventory step-up (Note 2)		-			4,971			-
related to sale of a business (Note 3)		-			-			436
Excess and obsolete inventory charge (Note 4)		-			-			1,160
Fees and expenses relating to re-pricing of term loan (Note 5)		492			-			-
Restructuring (Note 7)		10			-			2,064
Asset impairment (Note 8)		-			-			6,719
Amortization of intangible assets		10,977			12,452			11,468

Non-GAAP income from operations (Note 15)	$	124,100		$	73,072		$	115,520

Non-GAAP operating margin percentage (Note 15)		25.5	%		19.2	%		24.0	%

Gross profit	$	227,995		$	168,385		$	219,583
Acquisition inventory step-up (Note 2)		-			4,971			-
Excess and obsolete inventory charge (Note 4)		-			-			1,160

Non-GAAP gross profit (Note 16)	$	227,995		$	173,356		$	220,743

Non-GAAP gross profit percentage (Note 16)		46.9	%		45.5	%		45.9	%

Interest expense	$	7,172		$	12,007		$	6,997
Amortization of debt issuance costs (Note 6)		2,314			2,838			694

Non-GAAP interest expense	$	4,858		$	9,169		$	6,303

Net Income	$	75,994		$	32,549		$	120,440
Interest expense (income), net		6,299			11,603			6,490
Provision for income taxes		25,377			9,699			37,532
Depreciation		9,153			9,597			9,120
Amortization		10,977			12,452			11,468
EBITDA (Note 17)	$	127,800		$	75,900		$	185,050
Stock-based compensation		4,846			5,157			6,207
Acquisition and integration costs (Note 1)		2,466			2,641			790
Acquisition inventory step-up (Note 2)		-			4,971			-
Expenses related to sale of a business (Note 3)		-			-			436
Excess and obsolete inventory charge (Note 4)		-			-			1,160
Fees and expenses relating to re-pricing of term loan (Note 5)		492			-			-
Restructuring (Note 7)		10			-			2,064
Asset impairment (Note 8)		-			-			6,719
Gain on sale of business (Note 9)		-			-			(74,856	)
Net proceeds from an insurance policy (Note 10)		-			(1,323	)		-
Other adjustments		836			834			822
Adjusted EBITDA (Note 18)	$	136,450		$	88,180		$	128,392

Note 1: We recorded $2.5 million, $0.8 million and $2.6 million of acquisition and integration costs during the three months ended September 30, 2017, June 30, 2017 and September 30, 2016, respectively, related to the Newport Corporation acquisition, which closed during the second quarter of 2016.

Note 2: We recorded $5.0 million in cost of sales during the three months ended September 30, 2016 related to the step-up of inventory to fair value as a result of the Newport Corporation acquisition.

Note 3: We recorded $0.4 million during the three months ended June 30, 2017, related to the sale of a business, which was completed in April of 2017.

Note 4: We recorded $1.2 million of excess and obsolete inventory charges in cost of sales during the three months ended June 30, 2017, related to the discontinuation of a product line in connection with the consolidation of two manufacturing sites.

Note 5: We recorded $0.5 million of fees and expenses during the three months ended September 30, 2017, related to the re-pricing of our Term Loan Credit Agreement.

Note 6: We recorded $2.3 million, $0.7 million and $2.8 million of additional interest expense during the three months ended September 30, 2017, June 30, 2017 and September 30, 2016, respectively, related to the amortization of debt issuance costs affiliated with our Term Loan Credit Agreement and ABL Facility.

Note 7: We recorded $2.1 million of restructuring costs during the three months ended June 30, 2017, related to the consolidation of two manufacturing plants.

Note 8: We recorded a $6.7 million asset impairment charge, primarily related to the write-off of goodwill and intangible assets during the three months ended June 30, 2017, in conjunction with the consolidation of two manufacturing plants.

Note 9: We recorded a $74.9 million gain during the three months ended June 30, 2017 on the sale of our Data Analytics Solutions business.

Note 10: We recorded net proceeds of $1.3 million during the three months ended September 30, 2016 from a company owned life insurance policy.

Note 11: We recorded a windfall tax benefit on the vesting of stock-based compensation of $0.6 and $3.2 million during the three months ended September 30, 2017 and June 30, 2017, respectively, relating to the implementation of a new accounting standard issued by the Financial Statement Accounting Standards Board (Accounting Standards Update 2016-09).

Note 12: We recorded $15.0 million of taxes during the three months ended June 30, 2017 related to the sale of our Data Analytics Solutions business.

Note 13: We recorded a tax expense of $1.5 million during the three months ended September 30, 2016 related to a legal entity restructuring.

Note 14: The Non-GAAP net earnings and Non-GAAP net earnings per share amounts exclude acquisition and integration costs, an inventory step-up adjustment to fair value, expenses related to the sale of a business, an excess and obsolete inventory charge, fees and expenses related to the re-pricing of a term loan credit agreement, amortization of debt issuance costs, restructuring costs, an asset impairment charge, a gain on the sale of a business, net proceeds from an insurance policy, amortization of intangible assets, a windfall tax benefit related to stock-based compensation expense, taxes related to the sale of a business, taxes related to a legal entity restructuring and the related tax effect of these adjustments to reflect the expected full year effective tax rate in the related period.

Note 15: The Non-GAAP income from operations and Non-GAAP operating margin percentages exclude acquisition and integration costs, an inventory step-up adjustment to fair value, expenses related to the sale of a business, an excess and obsolete inventory charge, fees and expenses related to the re-pricing of a term loan credit agreement, restructuring costs, an asset impairment charge and amortization of intangible assets.

Note 16: The Non-GAAP gross profit amounts and Non-GAAP gross profit percentages exclude an inventory step-up adjustment and an excess and obsolete inventory charge.

Note 17: EBITDA excludes net interest, income taxes, depreciation and amortization of intangible assets.

Note 18: Adjusted EBITDA excludes stock-based compensation, acquisition and integration costs, expenses related to the sale of a business, an excess and obsolete inventory charge, fees and expenses related to the re-pricing of a term loan credit agreement, restructuring costs, an asset impairment charge, a gain on the sale of a business, net proceeds from an insurance policy and other adjustments as defined in our Term Loan Credit Agreement.


MKS Instruments, Inc.
Unaudited Consolidated Statements of Operations
(In thousands, except per share data)



	Nine Months Ended
	September 30,
		2017			2016

Net revenues:
Products	$	1,259,582		$	774,248
Services		144,595			115,954
Total net revenues		1,404,177			890,202
Cost of revenues:
Products		658,102			433,134
Services		92,950			74,857
Total cost of revenues		751,052			507,991

Gross profit		653,125			382,211

Research and development		99,510			77,709
Selling, general and administrative		218,038			161,545
Acquisition and integration costs		4,698			25,190
Restructuring		2,596			24
Asset impairment		6,719			-
Amortization of intangible assets		34,946			22,990
Income from operations		286,618			94,753

Interest income		1,896			1,858
Interest expense		23,001			20,526
Gain on sale of business		74,856			-
Other (expense) income, net		(3,741	)		2,336
Income from continuing operations before income taxes		336,628			78,421
Provision for income taxes		75,134			19,099
Net income	$	261,494		$	59,322

Net income per share:
Basic	$	4.84		$	1.11
Diluted	$	4.75		$	1.10

Cash dividends per common share	$	0.525		$	0.51

Weighted average shares outstanding:
Basic		54,076			53,423
Diluted		55,020			53,895

The following supplemental Non-GAAP earnings information is presented
to aid in understanding MKS' operating results:

Net income	$	261,494		$	59,322

Adjustments:
Acquisition and integration costs (Note 1)		4,698			25,190
Acquisition inventory step-up (Note 2)		-			15,090
Expenses related to sale of a business (Note 3)		859			-
Excess and obsolete inventory charge (Note 4)		1,160			-
Fees and expenses relating to re-pricing of term loan (Note 5)		492			713
Amortization of debt issuance costs (Note 6)		5,422			4,467
Restructuring (Note 7)		2,596			24
Asset impairment (Note 8)		6,719			-
Gain on sale of business (Note 9)		(74,856	)		-
Net proceeds from an insurance policy (Note 10)		-			(1,323	)
Amortization of intangible assets		34,946			22,990
Windfall tax benefit on stock-based compensation (Note 11)		(10,413	)		-
Taxes related to sale of business (Note 12)		15,007			-
Taxes related to legal entity restructuring (Note 13)		-			1,532
Pro-forma tax adjustments		(15,499	)		(21,279	)

Non-GAAP net earnings (Note 14)	$	232,625		$	106,726

Non-GAAP net earnings per share (Note 14)	$	4.23		$	1.98

Weighted average shares outstanding		55,020			53,895

Income from operations	$	286,618		$	94,753

Adjustments:
Acquisition and integration costs (Note 1)		4,698			25,190
Acquisition inventory step-up (Note 2)		-			15,090
Expenses related to sale of a business (Note 3)		859			-
Excess and obsolete inventory charge (Note 4)		1,160			-
Fees and expenses relating to re-pricing of term loan (Note 5)		492			713
Restructuring (Note 7)		2,596			24
Asset impairment (Note 8)		6,719			-
Amortization of intangible assets		34,946			22,990

Non-GAAP income from operations (Note 15)	$	338,088		$	158,760

Non-GAAP operating margin percentage (Note 15)		24.1	%		17.8	%

Gross profit	$	653,125		$	382,211
Acquisition inventory step-up (Note 2)		-			15,090
Excess and obsolete inventory charge (Note 4)		1,160			-

Non-GAAP gross profit (Note 16)	$	654,285		$	397,301

Non-GAAP gross profit percentage (Note 16)		46.6	%		44.6	%

Interest expense	$	23,001		$	20,526
Amortization of debt issuance costs (Note 6)		5,422			4,467

Non-GAAP interest expense	$	17,579		$	16,059

Net Income	$	261,494		$	59,322
Interest expense (income), net		21,105			18,668
Provision for income taxes		75,134			19,099
Depreciation		27,605			20,767
Amortization		34,946			22,990
EBITDA (Note 17)	$	420,284		$	140,846
Stock-based compensation		19,835			19,826
Acquisition and integration costs (Note 1)		4,698			25,190
Acquisition inventory step-up (Note 2)		-			15,090
Expenses related to sale of a business (Note 3)		859			-
Excess and obsolete inventory charge (Note 4)		1,160			-
Fees and expenses relating to re-pricing of term loan (Note 5)		492			713
Restructuring (Note 7)		2,596			24
Asset impairment (Note 8)		6,719			-
Gain on sale of business (Note 9)		(74,856	)		-
Net proceeds from an insurance policy (Note 10)		-			(1,323	)
Other adjustments		2,405			1,495
Adjusted EBITDA (Note 18)	$	384,192		$	201,861

Note 1: We recorded $4.7 million and $25.2 million of acquisition and integration costs during the nine months ended September 30, 2017 and 2016, respectively, related to the Newport Corporation acquisition, which closed during the second quarter of 2016.

Note 2: We recorded $15.1 million in cost of sales during the nine months ended September 30, 2016 related to the step-up of inventory to fair value as a result of the Newport Corporation acquisition.

Note 3: We recorded $0.9 million during the nine months ended September 30, 2017, which is comprised of legal and consulting and compensation related expenses related to the sale of a business, which was completed in April of 2017.

Note 4: We recorded $1.2 million of excess and obsolete inventory charges in cost of sales during the nine months ended September 30, 2017 related to the discontinuation of a product line in connection with the consolidation of two manufacturing plants.

Note 5: We recorded $0.5 million and $0.7 million of fees and expenses during the nine months ended September 30, 2017 and 2016, respectively, related to re-pricings of our Term Loan Credit Agreement.

Note 6: We recorded $5.4 million and $4.5 million of additional interest expense during the nine months ended September 30, 2017 and 2016, respectively, related to the amortization of debt issuance costs affiliated with our Term Loan Credit Agreement and ABL Facility.

Note 7: We recorded $2.6 million of restructuring costs during the nine months ended September 30, 2017, related to the consolidation of two manufacturing plants, a restructuring of one of our international facilities and the consolidation of sales offices.

Note 8: We recorded a $6.7 million asset impairment charge, primarily related to the write-off of goodwill and intangible assets during the nine months ended September 30, 2017, in connection with the consolidation of two manufacturing plants.

Note 9: We recorded a $74.9 million gain during the nine months ended September 30, 2017 on the sale of our Data Analytics Solutions business.

Note 10: We recorded net proceeds of $1.3 million during the nine months ended September 30, 2016 from a company owned life insurance policy.

Note 11: We recorded a windfall tax benefit on the vesting of stock-based compensation of $10.4 million, relating to the implementation of a new accounting standard issued by the Financial Statement Accounting Standards Board (Accounting Standards Update 2016-09).

Note 12: We recorded $15.0 million of taxes during the nine months ended September 30, 2017 related to the sale of our Data Analytics Solutions business.

Note 13: We recorded a tax expense of $1.5 million during the nine months ended September 30, 2016 related to a legal entity restructuring.

Note 14: The Non-GAAP net earnings and Non-GAAP net earnings per share amounts exclude acquisition and integration costs, an inventory step-up adjustment to fair value, expenses related to the sale of a business, an excess and obsolete inventory charge, fees and expenses related to the re-pricing of a term loan credit agreement, amortization of debt issuance costs, restructuring costs, an asset impairment charge, a gain on the sale of a business, net proceeds from an insurance policy, amortization of intangible assets, a windfall tax benefit related to stock-based compensation expense, taxes related to the sale of a business, taxes related to a legal entity restructuring and the related tax effect of these adjustments to reflect the expected full year effective tax rate in the related period.

Note 15: The Non-GAAP income from operations and Non-GAAP operating margin percentages exclude acquisition and integration costs, an inventory step-up adjustment to fair value, expenses related to the sale of a business, an excess and obsolete inventory charge, fees and expenses related to the re-pricing of a term loan credit agreement, restructuring costs, an asset impairment charge and amortization of intangible assets.

Note 16: The Non-GAAP gross profit amounts and Non-GAAP gross profit percentages exclude an inventory step-up adjustment and an excess and obsolete inventory charge.

Note 17: EBITDA excludes net interest, income taxes, depreciation and amortization of intangible assets.

Note 18: Adjusted EBITDA excludes stock-based compensation, acquisition and integration costs, expenses related to the sale of a business, an excess and obsolete inventory charge, fees and expenses related to the re-pricing of a term loan credit agreement, restructuring costs, an asset impairment charge, a gain on the sale of a business, net proceeds from an insurance policy and other adjustments as defined in our Term Loan Credit Agreement.

MKS Instruments, Inc.
Reconciliation of GAAP Income Tax Rate to Non-GAAP Income Tax Rate
(In thousands)

	Three Months Ended September 30, 2017									Three Months Ended June 30, 2017
	Income Before Income Taxes			Provision (benefit) for Income Taxes			Effective Tax Rate			Income Before Income Taxes			Provision (benefit) or Income Taxes			Effective Tax Rate

GAAP	$	101,371		$	25,377			25.0	%	$	157,972		$	37,532		23.8	%

Adjustments:
Acquisition and integration costs (Note 1)		2,466			-						790			-
Expenses related to sale of a business (Note 3)		-			-						436			-
Excess and obsolete inventory charge (Note 4)		-			-						1,160			-
Fees and expenses relating to re-pricing of term loan (Note 5)		492			-						-			-
Amortization of debt issuance costs (Note 6)		2,314			-						694			-
Restructuring (Note 7)		10			-						2,064			-
Asset impairment (Note 8)		-			-						6,719			-
Gain on sale of business (Note 9)		-			-						(74,856	)		-
Amortization of intangible assets		10,977			-						11,468			-
Windfall tax benefit on stock-based compensation (Note 10)		-			594						-			3,169
Taxes related to sale of business (Note 11)		-			-						-			(15,007	)
Tax effect of pro-forma adjustments		-			5,789						-			3,047

Non-GAAP	$	117,630		$	31,760			27.0	%	$	106,447		$	28,741		27.0	%


	Three Months Ended September 30, 2016
	Income Before			Provision (benefit)			Effective
	Income Taxes			for Income Taxes			Tax Rate

GAAP	$	42,248		$	9,699			23.0	%

Adjustments:
Acquisition and integration costs (Note 1)		2,641			-
Acquisition inventory step-up (Note 2)		4,971			-
Amortization of debt issuance costs (Note 6)		2,838			-
Net proceeds from an insurance policy (Note 12)		(1,323	)		-
Amortization of intangible assets		12,452			-
Taxes related to legal entity restructuring (Note 13)		-			(1,532	)
Tax effect of pro-forma adjustments		-			7,790

Non-GAAP	$	63,827		$	15,957			25.0	%


	Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016
	Income Before Income Taxes			Provision (benefit) for Income Taxes			Effective Tax Rate			Income Before Income Taxes			Provision (benefit) for Income Taxes			Effective Tax Rate

GAAP	$	336,628		$	75,134			22.3	%	$	78,421		$	19,099		24.4	%

Adjustments:
Acquisition and integration costs (Note 1)		4,698			-						25,190			-
Acquisition inventory step-up (Note 2)		-			-						15,090			-
Expenses related to sale of a business (Note 3)		859			-						-			-
Excess and obsolete inventory charge (Note 4)		1,160			-						-			-
Fees and expenses relating to re-pricing of term loan (Note 5)		492			-						713			-
Amortization of debt issuance costs (Note 6)		5,422			-						4,467			-
Restructuring (Note 7)		2,596			-						24			-
Asset impairment (Note 8)		6,719			-						-			-
Gain on sale of business (Note 9)		(74,856	)		-						-			-
Amortization of intangible assets		34,946			-						22,990			-
Windfall tax benefit on stock-based compensation (Note 10)		-			10,413						-			-
Taxes related to sale of business (Note 11)		-			(15,007	)					-			-
Net proceeds from an insurance policy (Note 12)		-			-						(1,323	)		-
Taxes related to legal entity restructuring (Note 13)		-			-						-			(1,532	)
Tax effect of pro-forma adjustments		-			15,499						-			21,279

Non-GAAP	$	318,664		$	86,039			27.0	%	$	145,572		$	38,846		26.7	%

Note 1: Acquisition and integration costs during the three and nine months ended September 30, 2017, the three months ended June 30, 2017 and the three and nine months ended September 30, 2016, relate to the Newport Corporation acquisition, which closed during the second quarter of 2016.

Note 2: We recorded $5.0 million and $15.1 million in cost of sales during the three and nine months ended September 30, 2016 related to the step-up of inventory to fair value as a result of the Newport Corporation acquisition.

Note 3: We recorded $0.4 million during the three months ended June 30, 2017 and $0.9 million during the nine months ended September 30, 2017, related to the sale of a business, which was completed in April of 2017.

Note 4: We recorded $1.2 million of excess and obsolete inventory charges in cost of sales during the three months ended June 30, 2017 and nine months ended September 30, 2017, related to the discontinuation of a product line in connection with the consolidation of two manufacturing plants.

Note 5: We recorded $0.5 million during the three and nine months ended September 30, 2017 and $0.7 million during the nine months ended September 30, 2016, of fees and expenses related to the re-pricing of our Term Loan Credit Agreement.

Note 6: Amortization of debt issuance costs for the three and nine months ended September 30, 2017 and 2016, respectively, and the three months ended June 30, 2017, are affiliated with our Term Loan Credit Agreement and ABL Facility.

Note 7: Restructuring costs for the three and nine months ended September 30, 2017 and the three months ended June 30, 2017 relate to the consolidation of two manufacturing plants, a restructuring of one of our international facilities and the consolidation of sales offices.

Note 8: We recorded a $6.7 million asset impairment charge, during the three months ended June 30, 2017 and the nine months ended September 30, 2017, primarily related to the write-off of goodwill and intangible assets, in conjunction with the consolidation of two manufacturing plants.

Note 9: We recorded a $74.9 million gain during the three months ended June 30, 2017 and the nine months ended September 30, 2017 on the sale of our Data Analytics Solutions business.

Note 10: We recorded a windfall tax benefit on the vesting of stock-based compensation of $0.6 million and $3.2 million during the three months ended September 30, 2017 and June 30, 2017, respectively, and $10.4 million for the nine months ended September 30, 2017, relating to the implementation of a new accounting standard issued by the Financial Statement Accounting Standards Board (Accounting Standards Update 2016-09).

Note 11: We recorded $15.0 million of taxes during the three months ended June 30, 2017 and nine months ended September 30, 2017 related to the sale of our Data Analytics Solutions business.

Note 12: We recorded net proceeds of $1.3 million during the three and nine months ended September 30, 2016 from a company owned life insurance policy.

Note 13: We recorded a tax expense of $1.5 million during the three and nine months ended September 30, 2016 related to a legal entity restructuring.



MKS Instruments, Inc.
Reconciliation of Q4-17 Guidance - GAAP Net Income to Non-GAAP Net Earnings
(In thousands, except per share data)

	Three Months Ended December 31, 2017
	Low Guidance						High Guidance
	$ Amount			$ Per Share			$ Amount			$ Per Share

GAAP net income	$	74,100		$	1.34		$	87,700		$	1.59

Amortization		10,900			0.20			10,900			0.20

Integration costs		400			0.01			400			0.01

Restructuring costs		800			0.01			800			0.01

Deferred financing costs		1,000			0.02			1,000			0.02

Tax effect of adjustments (Note 1)		(3,500	)		(0.06	)		(3,600	)		(0.07	)

Non-GAAP net earnings	$	83,700		$	1.52		$	97,200		$	1.76

Q4 -17 forecasted shares					55,200						55,200

Note 1: The Non-GAAP adjustments are tax effected at the applicable statutory rates and the difference between the GAAP and Non-GAAP tax rates.


MKS Instruments, Inc.
Unaudited Consolidated Balance Sheet
(In thousands)




		September 30,			December 31,
			2017			2016

ASSETS

Cash and cash equivalents		$	305,977		$	228,623
Restricted cash			117			5,287
Short-term investments			228,631			189,463
Trade accounts receivable, net			280,302			248,757
Inventories			319,460			275,869
Other current assets			60,716			50,770

	Total current assets		1,195,203			998,769

Property, plant and equipment, net			166,928			174,559
Goodwill			589,099			588,585
Intangible assets, net			376,334			408,004
Long-term investments			10,593			9,858
Other assets			32,188			32,467

Total assets		$	2,370,345		$	2,212,242


LIABILITIES AND STOCKHOLDERS' EQUITY

Short-term debt		$	4,020		$	10,993
Accounts payable			77,842			69,337
Accrued compensation			75,725			67,728
Income taxes payable			38,609			22,794
Deferred revenue			17,812			14,463
Other current liabilities			68,604			51,985
	Total current liabilities		282,612			237,300

Long-term debt, net			435,731			601,229
Non-current deferred taxes			71,110			66,446
Non-current accrued compensation			50,080			44,714
Other liabilities			23,107			20,761
	Total liabilities		862,640			970,450

Stockholders' equity:
Common stock			113			113
Additional paid-in capital			782,597			777,482
Retained earnings			727,835			494,744
Accumulated other comprehensive loss			(2,840	)		(30,547	)
	Total stockholders' equity		1,507,705			1,241,792

Total liabilities and stockholders' equity		$	2,370,345		$	2,212,242

MKS Instruments Reports Third Quarter 2017 Financial Results