8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 8-K

________________________________________ 

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 2, 2017

 _______________________________________

Entegris, Inc.

(Exact name of registrant as specified in its charter)

 _______________________________________

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

001-32598	41-1941551
(Commission File Number)	(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA	01821
(Address of principal executive offices)	(Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

_______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.Results of Operations and Financial Condition.

On February 2, 2017, the registrant issued a press release to announce results for the fourth quarter of 2016 and the year ended December 31, 2016, and will hold a conference call to discuss such results. A copy of this press release and the supplemental slides to which management will refer during the conference call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 2, 2017
99.2	Fourth Quarter and 2016 Year-End Earnings Release Presentation Slides, dated February 2, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENTEGRIS, INC.

Dated: February 2, 2017By: /s/ Gregory B. Graves

Name: Gregory B. Graves

Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 2, 2017
99.2	Fourth Quarter and 2016 Year-End Earnings Release Presentation Slides, dated February 2, 2017

EX-99.1

Exhibit 99.1

FOR RELEASE AT 7AM ET

Entegris Reports Strong Fourth-Quarter and Fiscal 2016 Results

• Record annual revenue of $1.2 billion, up 9 percent

• Record fourth-quarter revenue of $308.5 million

• GAAP net income of $26.1 million, or $0.18 per diluted share

• Non-GAAP net income of $34.3 million, or $0.24 per diluted share

BILLERICA, Mass., February 2, 2017- Entegris, Inc. (NasdaqGS: ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, today reported its financial results for the Company’s fourth quarter and fiscal year ended December 31, 2016.

The Company reported sales of $1.2 billion for the 2016 fiscal year, an increase of 9 percent from the prior year. Net income for fiscal 2016 was $97.1 million, or $0.68 per share, which included amortization of intangible assets of $44.3 million, asset impairment charges of $5.8 million related to certain production equipment and $2.4 million of severance expenses related to an organizational realignment. In the prior year, net income was $80.3 million, or $0.57 per share, which included amortization of intangible assets of $47.3 million and acquisition integration expenses of $12.7 million. Non-GAAP net income for fiscal 2016 was $132.8 million, or $0.94 per diluted share, which increased from $120.6 million, or $0.85 per diluted share, in the prior year.

Fourth-quarter sales were $308.5 million, an increase of 16 percent from the same quarter last year and a 4 percent increase sequentially. Fourth-quarter net income was $26.1 million, or $0.18 per diluted share, which included amortization of intangible assets of $10.9 million. Non-GAAP net income was $34.3 million, or $0.24 per diluted share. In the fourth quarter, the Company generated cash from operations less capital expenditures, or free cash flow, of $37.1 million.

Bertrand Loy, president and chief executive officer, said: "The strong results in the fourth quarter capped a record year in which we grew revenue 9 percent organically, well in excess of our markets. This performance demonstrates that our investments in R&D and innovation over the past few years are paying off, allowing us to expand our served markets and grow our market share. In 2016, we also achieved record non-GAAP earnings per share of $0.94 and generated an adjusted EBITDA of $264 million, an increase of 13 percent from the prior year. This is an all-time high and essentially twice the level we generated prior to the ATMI acquisition in 2014."

"In the fourth quarter, we achieved sales growth above our expectations driven in part by a rebound in our specialty gas products and record demand of our microfiltration, wafer handling, and advanced deposition solutions."

Mr. Loy added: "We believe the industry is in the midst of a multi-year period of wafer growth driven by the ramp of new technologies and expanding end-market demand for semiconductors. New materials are becoming increasingly important to deliver better semiconductor performance and we believe our broad portfolio of solutions puts us in an excellent position to holistically address our customers' needs for materials performance, purity and stability throughout their supply chains and manufacturing processes."

ENTEGRIS, INC.        129 Concord Road, Building 2    T + 1 978 436 6500

entegris.com        Billerica, MA 01821 USA        F + 1 978 436 6745

Quarterly Financial Results Summary

(in thousands, except per share data)

GAAP Results	Q4-2016		Q4-2015		Q3-2016
Net sales	$308,502		$266,786		$296,692
Operating income	$44,905		$20,116		$34,672
Operating margin	14.6	%	7.5	%	11.7	%
Net income	$26,098		$17,573		$21,947
Diluted earnings per share (EPS)	$0.18		$0.12		$0.15
Non-GAAP Results
Non-GAAP adjusted operating income	$55,843		$37,141		$53,877
Adjusted operating margin	18.1	%	13.9	%	18.2	%
Non-GAAP net income	$34,294		$28,822		$34,647
Non-GAAP EPS	$0.24		$0.20		$0.24

First-Quarter Outlook

For the first quarter ending April 1, 2017, the Company expects sales of $295 million to $310 million, net income of $25 million to $31 million, and net income per diluted share between $0.18 and $0.22. On a non-GAAP basis, EPS is expected to range from $0.23 to $0.27 per diluted share, which reflects net income on a non-GAAP basis in the range of $32 million to $38 million, which is adjusted for expected amortization expense of approximately $11 million or $0.05 per share.

Segment Results

The Company has changed its financial segment reporting, reflecting an organizational realignment intended to better leverage its unique portfolio of capabilities to create value for its customers by developing mission-critical solutions to maximize manufacturing yields and enable higher performance of devices. The Company's business is reported in the following segments:

Microcontamination Control (MC): MC solutions purify critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.

Specialty Chemicals and Engineered Materials (SCEM): SCEM provides high-performance and high-purity process chemistries, gases, and materials and safe and efficient delivery systems to support semiconductor and other advanced manufacturing processes.

Advanced Materials Handling (AMH): AMH develops solutions to monitor, protect, transport, and deliver critical liquid chemistries and substrates for a broad set of applications in the semiconductor industry and other high-technology industries.

Fourth-Quarter Results Conference Call Details

Entegris will hold a conference call to discuss its results for the fourth quarter and fiscal year

on Thursday, February 2, 2017, at 10:00 a.m. Eastern Time. Participants should dial 1-888-600-4869 or 1-913-312-0936, referencing confirmation code 4935351. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. To access a telephonic replay of the call, please Click Here. The replay will be available starting at 1:00 p.m. ET on Thursday, February 2 until Saturday, March 18. A live and on-demand webcast of the call can also be accessed from the investor relations section of Entegris’ website at www.entegris.com.

Management’s slide presentation concerning the results for the fourth quarter and fiscal year, which may be referred to during the call, will be posted on the investor relations section of www.entegris.com Thursday morning before the call.

Entegris, Inc. - page 2 of 12

ABOUT ENTEGRIS

Entegris is a leader in specialty chemicals and advanced materials solutions for the microelectronics industry and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.

Non-GAAP Information

The Company’s condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA, Adjusted Gross Profit, Adjusted Segment Profit, and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered “Non-GAAP financial measures” under the rules and regulations of the Securities and Exchange Commission. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These financial measures are provided as a supplement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to further assess and measure operating performance. Management believes the non-GAAP measures provide meaningful supplemental information regarding our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors’ overall understanding of our results by providing a higher degree of transparency for certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The reconciliations of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA, GAAP Gross Profit to Adjusted Gross Profit, GAAP Segment Profit to Adjusted Operating Income, and GAAP to Non-GAAP Earnings per Share are included elsewhere in this release.

Forward-Looking Statements

Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “will,” “should” or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris’ stock, Entegris’ future operating results, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris’ periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings “Risks Relating to our Business and Industry,” “Risks Relating to Our Indebtedness,” “Manufacturing Risks,” “International Risks,” and “Risks Related to Owning Our Common Stock” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the U.S Securities and Exchange Commission on February 29, 2016, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.

Entegris, Inc. - page 3 of 12

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

		Three months ended
		December 31, 2016	December 31, 2015		October 1, 2016
Net sales		$308,502	$266,786		$296,692
Cost of sales		176,702	157,488		173,712
	Gross profit	131,800	109,298		122,980
Selling, general and administrative expenses		48,734	51,024		51,614
Engineering, research and development expenses		27,223	26,717		25,720
Amortization of intangible assets		10,938	11,441		10,974
	Operating income	44,905	20,116		34,672
Interest expense, net		8,983	9,694		9,345
Other expense (income), net		1,303	(3,889	)	(565	)
	Income before income tax expense (benefit) and equity in net loss of affiliates	34,619	14,311		25,892
Income tax expense (benefit)		8,521	(4,731	)	3,945
Equity in net loss of affiliates		—	1,469		—
	Net income	$26,098	$17,573		$21,947
Basic net income per common share:		$0.18	$0.13		$0.16
Diluted net income per common share:		$0.18	$0.12		$0.15
Weighted average shares outstanding:
	Basic	141,315	140,567		141,324
	Diluted	142,631	141,433		142,473

Entegris, Inc. - page 4 of 12

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

		Twelve months ended
		December 31, 2016		December 31, 2015
Net sales		$1,175,270		$1,081,121
Cost of sales		666,579		610,890
	Gross profit	508,691		470,231
Selling, general and administrative expenses		201,901		198,914
Engineering, research and development expenses		106,991		105,900
Amortization of intangible assets		44,263		47,349
	Operating income	155,536		118,068
Interest expense, net		36,528		38,238
Other income, net		(991	)	(12,355	)
	Income before income tax expense and equity in net loss of affiliates	119,999		92,185
Income tax expense		22,852		10,202
Equity in net loss of affiliates		—		1,687
	Net income	$97,147		$80,296
Basic net income per common share:		$0.69		$0.57
Diluted net income per common share:		$0.68		$0.57
Weighted average shares outstanding:
	Basic	141,093		140,353
	Diluted	142,050		141,121

Entegris, Inc. - page 5 of 12

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	December 31, 2016	December 31, 2015
ASSETS
Cash and cash equivalents	$406,389	$349,825
Short-term investments	—	2,181
Accounts receivable, net	165,675	141,409
Inventories	183,529	173,176
Deferred tax assets, deferred tax charges and refundable income taxes	20,140	18,943
Other current assets	24,398	23,253
Total current assets	800,131	708,787
Property, plant and equipment, net	321,562	321,301
Goodwill	345,269	342,111
Intangible assets	217,548	258,942
Deferred tax assets - non-current	8,022	7,771
Other assets	7,000	7,785
Total assets	$1,699,532	$1,646,697
LIABILITIES AND SHAREHOLDERS’ EQUITY
Long-term debt, current maturities	$100,000	$50,000
Accounts payable	61,617	36,916
Accrued liabilities	83,530	75,859
Income tax payable and deferred tax liabilities	16,424	12,775
Total current liabilities	261,571	175,550
Long-term debt, excluding current maturities	484,677	606,044
Other liabilities	54,066	62,220
Shareholders’ equity	899,218	802,883
Total liabilities and shareholders’ equity	$1,699,532	$1,646,697

Entegris, Inc. - page 6 of 12

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended				Twelve months ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Operating activities:
Net income	$26,098		$17,573		$97,147		$80,296
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	14,303		14,225		55,623		54,305
Amortization	10,938		11,441		44,263		47,349
Stock-based compensation expense	3,373		2,913		13,436		11,033
Provision for deferred income taxes	(15,770	)	(15,907	)	(16,104	)	(13,313	)
Other	3,326		(1,999	)	22,993		(14,101	)
Changes in operating assets and liabilities:
Trade accounts and notes receivable	(3,046	)	43,232		(25,298	)	5,212
Inventories	(2,575	)	12,880		(19,871	)	(26,670	)
Accounts payable and accrued liabilities	4,777		(41,262	)	31,294		(28,686	)
Income taxes payable and refundable income taxes	14,592		8,602		3,228		4,955
Other	1,063		520		844		538
Net cash provided by operating activities	57,079		52,218		207,555		120,918
Investing activities:
Acquisition of property and equipment	(19,992	)	(16,281	)	(65,260	)	(71,977	)
Proceeds from sale and maturities of investments	94		5,581		1,726		7,692
Other	—		300		(3,152	)	647
Net cash used in investing activities	(19,898	)	(10,400	)	(66,686	)	(63,638	)
Financing activities:
Payments on long-term debt	(25,000	)	—		(75,000	)	(100,000	)
Issuance of common stock	1,952		1,656		4,844		4,264
Taxes paid related to net share settlement of equity awards	(702	)	(50	)	(4,018	)	(2,508	)
Other	(4,493	)	4,792		(7,573	)	5,457
Net cash (used in) provided by financing activities	(28,243	)	6,398		(81,747	)	(92,787	)
Effect of exchange rate changes on cash	(14,326	)	548		(2,558	)	(4,367	)
(Decrease) increase in cash and cash equivalents	(5,388	)	48,764		56,564		(39,874	)
Cash and cash equivalents at beginning of period	411,777		301,061		349,825		389,699
Cash and cash equivalents at end of period	$406,389		$349,825		$406,389		$349,825

Entegris, Inc. - page 7 of 12

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

	Three months ended			Twelve months ended
Net sales	December 31, 2016	December 31, 2015	October 1, 2016	December 31, 2016	December 31, 2015
Specialty Chemicals and Engineered Materials	$110,945	$103,127	$104,494	$428,328	$418,878
Advanced Materials Handling	98,840	81,567	97,460	384,284	346,426
Microcontamination Control	98,717	82,092	94,738	362,658	315,817
Total net sales	$308,502	$266,786	$296,692	$1,175,270	$1,081,121

	Three months ended			Twelve months ended
Segment profit	December 31, 2016	December 31, 2015	October 1, 2016	December 31, 2016	December 31, 2015
Specialty Chemicals and Engineered Materials	$25,919	$24,218	$18,811	$96,060	$100,370
Advanced Materials Handling	16,644	10,094	15,378	73,452	66,419
Microcontamination Control	31,719	20,671	31,617	110,042	83,076
Total segment profit	74,282	54,983	65,806	279,554	249,865
Amortization of intangibles	10,938	11,441	10,974	44,263	47,349
Unallocated expenses	18,439	23,426	20,160	79,755	84,448
Total operating income	$44,905	$20,116	$34,672	$155,536	$118,068

Entegris, Inc. - page 8 of 12

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA

(In thousands)

(Unaudited)

	Three months ended						Twelve months ended
	December 31, 2016		December 31, 2015		October 1, 2016		December 31, 2016		December 31, 2015
Net sales	$308,502		$266,786		$296,692		$1,175,270		$1,081,121
Net income	$26,098		$17,573		$21,947		$97,147		$80,296
Adjustments to net income:
Equity in net loss of affiliates	—		1,469		—		—		1,687
Income tax expense (benefit)	8,521		(4,731)		3,945		22,852		10,202
Interest expense, net	8,983		9,694		9,345		36,528		38,238
Other expense (income), net	1,303		(3,889)		(565)		(991)		(12,355)
GAAP - Operating income	44,905		20,116		34,672		155,536		118,068
Severance related to organizational realignment	—		—		2,405		2,405		—
Impairment of equipment	—		—		5,826		5,826		—
Integration costs			5,584		—		—		12,667
Amortization of intangible assets	10,938		11,441		10,974		44,263		47,349
Adjusted operating income	55,843		37,141		53,877		208,030		178,084
Depreciation	14,303		14,225		13,795		55,623		54,305
Adjusted EBITDA	$70,146		$51,366		$67,672		$263,653		$232,389
Adjusted operating margin	18.1	%	13.9	%	18.2	%	17.7	%	16.5	%
Adjusted EBITDA - as a % of net sales	22.7	%	19.3	%	22.8	%	22.4	%	21.5	%

Entegris, Inc. - page 9 of 12

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Gross Profit to Adjusted Gross Profit

(In thousands)

(Unaudited)

	Three months ended						Twelve months ended
	December 31, 2016		December 31, 2015		October 1, 2016		December 31, 2016		December 31, 2015
Net sales	$308,502		$266,786		$296,692		$1,175,270		$1,081,121
Gross profit-GAAP	$131,800		$109,298		$122,980		$508,691		$470,231
Adjustments to gross profit:
Severance related to organizational realignment	—		—		431		431		—
Impairment of equipment	—		—		5,826		5,826		—
Adjusted gross profit	$131,800		$109,298		$129,237		$514,948		$470,231
Gross margin - as a % of net sales	42.7	%	41.0	%	41.5	%	43.3	%	43.5	%
Adjusted gross margin - as a % of net sales	42.7	%	41.0	%	43.6	%	43.8	%	43.5	%

Entegris, Inc. - page 10 of 12

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Segment Profit to Adjusted Operating Income

(In thousands)

(Unaudited)

	Three months ended			Twelve months ended
Segment profit-GAAP	December 31, 2016	December 31, 2015	October 1, 2016	December 31, 2016	December 31, 2015
Specialty Chemicals and Engineered Materials	$25,919	$24,218	$18,811	$96,060	$100,370
Advanced Materials Handling	16,644	10,094	15,378	73,452	66,419
Microcontamination Control	31,719	20,671	31,617	110,042	83,076
Total segment profit	74,282	54,983	65,806	279,554	249,865
Amortization of intangible assets	10,938	11,441	10,974	44,263	47,349
Unallocated expenses	18,439	23,426	20,160	79,755	84,448
Total operating income	$44,905	$20,116	$34,672	$155,536	$118,068

	Three months ended			Twelve months ended
Adjusted segment profit	December 31, 2016	December 31, 2015	October 1, 2016	December 31, 2016	December 31, 2015
Specialty Chemicals and Engineered Materials 1	$25,919	$24,218	$19,510	$96,759	$100,370
Advanced Materials Handling 2	16,644	10,094	22,173	80,247	66,419
Microcontamination Control 3	31,719	20,671	32,354	110,779	83,076
Total adjusted segment profit	74,282	54,983	74,037	287,785	249,865
Amortization of intangible assets4	—	—	—	—	—
Unallocated expenses5	18,439	17,842	20,160	79,755	71,781
Total adjusted operating income	$55,843	$37,141	$53,877	$208,030	$178,084

¹Adjusted segment profit for Specialty Chemicals and Engineered Materials for the three months ended October 1, 2016 and twelve months ended December 31, 2016 excludes charges for severance related to organizational realignment of $699.

² Adjusted segment profit for Advanced Material Handling for the three months ended October 1, 2016 and twelve months ended December 31, 2016 excludes charges for impairment of equipment and severance related to organizational realignment of $5,826 and $969, respectively.

³ Adjusted segment profit for Microcontamination Control for the three months ended October 1, 2016 and twelve months ended December 31, 2016 excludes charges for severance related to organizational realignment of $737.

⁴ Adjusted amortization of intangible assets excludes amortization expense of $10,938, $11,441, and $10,974 for the three months ended December 31, 2016 and 2015, and October 1, 2016, respectivelyand $44,263 and $47,349 for the twelve months ended December 31, 2016 and 2015, respectively.

⁵ Adjusted unallocated expenses exclude integration costs of $5,584 for the three months ended December 31, 2015and $12,667 for the twelve months ended December 31, 2015.

Entegris, Inc. - page 11 of 12

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Net Income to Non-GAAP Earnings per Share

(In thousands, except per share data)

(Unaudited)

	Three months ended						Twelve months ended
	December 31, 2016		December 31, 2015		October 1, 2016		December 31, 2016		December 31, 2015
GAAP net income	$26,098		$17,573		$21,947		$97,147		$80,296
Adjustments to net income:
Severance related to organizational realignment	—		—		2,405		2,405		—
Impairment of equipment	—		—		5,826		5,826		—
Integration costs	—		5,584		—		—		12,667
Net gain on sale of investments	—		(2,016	)	—		(156	)	(1,449	)
Amortization of intangible assets	10,938		11,441		10,974		44,263		47,349
Tax effect of adjustments to net income and discrete items	(2,742	)	(3,760	)	(6,505	)	(16,637	)	(18,248	)
Non-GAAP net income	$34,294		$28,822		$34,647		$132,848		$120,615
Diluted earnings per common share	$0.18		$0.12		$0.15		$0.68		$0.57
Effect of adjustments to net income	$0.06		$0.08		$0.09		$0.25		$0.29
Diluted non-GAAP earnings per common share	$0.24		$0.20		$0.24		$0.94		$0.85

### END ###

Entegris, Inc. - page 12 of 12

EX-99.2

FEBRUARY 2, 2017 Earnings Summary Fourth Quarter and Fiscal Year 2016 EXHIBIT 99.2

2 SAFE HARBOR Certain information contained in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “will,” “should” or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris’ stock, Entegris’ future operating results, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris’ periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings “Risks Relating to our Business and Industry,” “Risks Related to Our Indebtedness,” “Manufacturing Risks,” “International Risks” and “Risks Related to Owning Our Common Stock” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.

3 4Q16 AND FY2016 HIGHLIGHTS ◦ Achieved record sales of $1.2 billion in fiscal 2016, 9% organic growth and significant outperformance of markets ◦ Generated record EPS and EBITDA for fiscal 2016, and a record EBITDA margin of 22.4 percent ◦ Growth initiatives are on track with key design wins at 10 and 7 nanometer and 3D-NAND processes ◦ Continued pay down our debt, concluding the year with a net leverage ratio of 0.7 ◦ Grew our quarterly revenue by 16 percent from a year ago and achieved non-GAAP EPS of $0.24

$ in millions, except per share data 4Q16 4Q16 Guidance 3Q16 4Q15 4Q16 over 3Q16 4Q16 over 4Q15 Net Revenue $308.5 $275 to $290 $296.7 $266.8 4.0% 15.6% Gross Margin 42.7% 41.5% 41.0% Operating Expenses $86.9 $88.3 $89.2 (1.6%) (2.6%) Operating Income $44.9 $34.7 $20.1 29.4% 123.4% Operating Margin 14.6% 11.7% 7.5% Tax Rate 24.6% 15.2% (33.1)% Net Income $26.1 $20 to $26 $21.9 $17.6 19.2% 48.3% EPS $0.18 $0.14 to $0.18 $0.15 $0.12 20.0% 50.0% 4 SUMMARY – CONSOLIDATED STATEMENT OF OPERATIONS (GAAP)

$ in millions, except per share data 4Q16 4Q16 Guidance 3Q16 4Q15 4Q16 over 3Q16 4Q16 over 4Q15 Net Revenue $308.5 $275 to $290 $296.7 $266.8 4.0% 15.6% Adjusted Gross Margin2 42.7% 43.6% 41.0% Non-GAAP Operating Expenses3 $76.0 $75.4 $72.2 0.8% 5.3% Adjusted Operating Income $55.8 $53.9 $37.1 3.5% 50.4% Adjusted Operating Margin 18.1% 18.2% 13.9% Non-GAAP Tax Rate4 24.7% 23.2% (0.3)% Non-GAAP Net Income $34.3 $27 to $33 $34.6 $28.8 (0.9%) 19.1% Non-GAAP EPS $0.24 $0.19 to $0.23 $0.24 $0.20 - 20.0% 5 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Adjusted Gross Margin excludes certain impairment of equipment and severance charges. 3. Non-GAAP Operating Expenses exclude amortization expense, severance and integration costs. 4. Non-GAAP Tax Rate reflects the tax effect of non-GAAP adjustments to GAAP taxes. SUMMARY – CONSOLIDATED STATEMENT OF OPERATIONS (NON-GAAP)1

$ in millions, except per share data Fiscal Year Ended December 31, 2016 Fiscal Year Ended December 31, 2015 Year-over-Year Net Revenue $1,175.3 $1,081.1 8.7% Gross Margin 43.3% 43.5% Operating Expenses $353.2 $352.2 0.3% Operating Income $155.5 $118.1 31.7% Operating Margin 13.2% 10.9% Tax Rate 19.0% 11.1% Net Income $97.1 $80.3 20.9% EPS $0.68 $0.57 19.3% 6 SUMMARY – CONSOLIDATED STATEMENT OF OPERATIONS (GAAP)

$ in millions, except per share data Fiscal Year Ended December 31, 2016 Fiscal Year Ended December 31, 2015 Year-over-Year Net Revenue $1,175.3 $1,081.1 8.7% Adjusted Gross Margin2 43.8% 43.5% Non-GAAP Operating Expenses3 $306.9 $292.1 5.1% Adjusted Operating Income $208.0 $178.1 16.8% Adjusted Operating Margin 17.7% 16.5% Non-GAAP Tax Rate4 22.9% 19.0% Non-GAAP Net Income $132.8 $120.6 10.1% Non-GAAP EPS $0.94 $0.85 10.6% 7 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Adjusted Gross Margin excludes certain impairment of equipment and severance charges. 3. Non-GAAP Operating Expenses exclude amortization expense, severance related to organizational realignment, and integration costs. 4. Non-GAAP Tax Rate reflects the tax effect of non-GAAP adjustments to GAAP taxes. SUMMARY – CONSOLIDATED STATEMENT OF OPERATIONS (NON-GAAP)1

8 RESULTS BY SEGMENT Critical Materials Handling ◦ Liquid Filters and Purifiers ◦ Gas Filters/Diffusers/Purifiers ◦ Airborne Molecular Contamination Control Products ◦ Microenvironments ◦ Fluid Handling ◦ Sensing & Control ◦ Liquid Packaging ◦ Graphite Products ◦ Specialty Coatings Electronic Materials ◦ SDS and VAC Based Gases (SG) ◦ Post Etch/CMP Cleans ◦ Plating and CMP Components ◦ Advanced Deposition Products Previous Segmentation New Segmentation Microcontamination Control (MC) ◦ Liquid Filters and Purifiers ◦ Gas Filters/Diffusers/Purifiers ◦ Airborne Molecular Contamination Control Products Specialty Chemicals and Engineered Materials (SCEM) Advanced Materials Handling (AMH) ◦ Microenvironments ◦ Fluid Handling ◦ SDS and VAC Based Gases (SG) ◦ Post Etch/CMP Cleans ◦ Plating and CMP Components ◦ Advanced Deposition Products ◦ Graphite Products ◦ Specialty Coatings ◦ Sensing & Control ◦ Liquid Packaging

$73.5 $96.1 $110.0 MC4 RESULTS BY SEGMENT 9 1. Excludes amortization of intangibles and unallocated expenses. 2. Segment profit for AMH for the three months ended October 1, 2016 includes charges for impairment of equipment and severance related to organizational realignment totaling $6,795. 3. Segment profit for SCEM for the three months ended October 1, 2016 includes a charge for severance related to organizational realignment of $699. 4. Segment profit for MC for the three months ended October 1, 2016 includes a charge for severance related to organizational realignment of $737. Fiscal 2016 Sales by Segment $384.3 $428.3 $362.7 $ in millions Fiscal 2016 Profit Margin by Segment1 $ in millions AMH2 SCEM3 MC AMH SCEM

22% 56% 13% 9% REVENUE BY GEOGRAPHY 10 Revenue By Geography Asia Japan Europe U.S. $60.1 $170.5 $40.4 $25.7 $63.0 $180.0 $38.3 $27.1 U.S. Asia Japan Europe Quarter-to-Quarter Revenue by Geography $ in millions 3Q16 4Q16 3Q16 4Q16 3Q16 4Q16 FY 2016 3Q16 4Q16

$ in millions 4Q16 3Q16 4Q15 $ Amount % Total $ Amount % Total $ Amount % Total Cash & Cash Equivalents $406.4 23.9% $411.8 24.0% $349.8 21.2% Accounts Receivable, net $165.7 9.7% $167.6 9.8% $141.4 8.6% Inventories $183.5 10.8% $186.0 10.9% $173.2 10.5% Net PP&E $321.6 18.9% $315.5 18.4% $321.3 19.5% Total Assets $1,699.5 $1,713.6 $1,646.7 Current Liabilities1 $261.6 15.4% $237.7 13.9% $175.6 10.7% Long-term debt, excluding current maturities $484.7 28.5% $508.8 29.7% $606.0 36.8% Total Liabilities $800.3 47.1% $816.4 47.6% $843.8 51.2% Total Shareholders’ Equity $899.2 52.9% $897.2 52.4% $802.9 48.8% AR - DSOs 49.0 51.5 48.4 Inventory Turns 3.8 3.8 3.5 11 1. Current Liabilities in 4Q16, 3Q16, 4Q15 includes $100 million, $100 million, and $50 million of current maturities of long term debt, respectively. SUMMARY – BALANCE SHEET ITEMS

12 1. See Reconciliation of GAAP Income to Adjusted Operating Income and Adjusted EBITDA in the appendix of this presentation. ADJUSTED EBITDA MARGIN1 $232 $264 21.5% 22.4% 0 0.05 0.1 0.15 0.2 0 50 100 150 200 250 2015 2016 Adjusted Annual EBITDA Adj. EBITDA in $M Adj. EBITDA as % of Sales $68 $70 22.8% 22.7% 0 0.05 0.1 0.15 0.2 0 10 20 30 40 50 60 70 80 3Q16 4Q16 Adjusted EBITDA Adj. EBITDA in $M Adj. EBITDA as % of Sales

$ in millions 4Q16 3Q16 4Q15 Beginning Cash Balance $411.8 $373.7 $301.1 Cash from operating activities 57.1 71.9 52.2 Capital expenditures (20.0) (13.1) (16.3) Payments on long-term debt (25.0) (25.0) - Other investing activities 0.1 0.1 5.9 Other financing activities (3.2) (0.2) 6.4 Effect of exchange rates (14.3) 4.3 0.5 Ending Cash Balance $406.4 $411.8 $349.8 Free Cash Flow1 $37.1 $58.8 $35.9 Adjusted EBITDA $70.1 $67.7 $51.4 CASH FLOWS 13 1. Free cash flow equals cash from operations less capital expenditures.

OUTLOOK 14 Non-GAAP operating expenses exclude amortization. In 4Q16, amortization is estimated to be approximately $11 million, or $0.05 per share. $ in millions, except per share data 1Q17 Guidance 4Q16 4Q15 Net Revenue $295 to $310 $308.5 $266.8 Gross Margin 42.7% 41.0% Operating Expenses $87 to $89 $86.9 $89.2 Net Income $25 to $31 $26.1 $17.6 EPS $0.18 to $0.22 $0.18 $0.12 $ in millions, except per share data 1Q17 Guidance 4Q16 4Q15 Net Revenue $295 to $310 $308.5 $266.8 Gross Margin 42.7% 41.0% Non-GAAP Operating Expenses1 $76 to $78 $76.0 $72.2 Non-GAAP Net Income $32 to $38 $34.3 $28.8 Non-GAAP EPS $0.23 to $0.27 $0.24 $0.20 Non-GAAP GAAP

Entegris®, the Entegris Rings Design™ and Pure Advantage™ are trademarks of Entegris, Inc. ©2016 Entegris, Inc. All rights reserved. 15

16 APPENDIX: NON-GAAP RECONCILIATION TABLES

NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO ADJUSTED OPERATING INCOME AND ADJUSTED EBITDA 17 Three months ended Twelve months ended December 31, 2016 December 31, 2015 October 1, 2016 December 31, 2016 December 31, 2015 Net sales $308,502 $266,786 $296,692 $1,175,270 $1,081,121 Net income $26,098 $17,573 $21,947 $97,147 $80,296 Adjustments to net income: Equity in net loss of affiliates — 1,469 — — 1,687 Income tax expense (benefit) 8,521 (4,731) 3,945 22,852 10,202 Interest expense, net 8,983 9,694 9,345 36,528 38,238 Other expense (income), net 1,303 (3,889) (565) (991) (12,355) GAAP - Operating income 44,905 20,116 34,672 155,536 118,068 Severance related to organizational realignment — — 2,405 2,405 — Impairment of equipment — — 5,826 5,826 — Integration costs 5,584 0 — 12,667 Amortization of intangible assets 10,938 11,441 10,974 44,263 47,349 Adjusted operating income 55,843 37,141 53,877 208,030 178,084 Depreciation 14,303 14,225 13,795 55,623 54,305 Adjusted EBITDA $70,146 $51,366 $67,672 $263,653 $232,389 Adjusted operating margin 18.1% 13.9% 18.2% 17.7% 16.5% Adjusted EBITDA - as a % of net sales 22.7% 19.3% 22.8% 22.4% 21.5% $ in thousands (unaudited)

NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP PROFIT TO ADJUSTED GROSS PROFIT 18 Three months ended Twelve months ended December 31, 2016 December 31, 2015 October 1, 2016 December 31, 2016 December 31, 2015 Net sales $308,502 $266,786 $296,692 $1,175,270 $1,081,121 Gross profit-GAAP $131,800 $109,298 $122,980 $508,691 $470,231 Adjustments to gross profit: Severance related to organizational realignment — — 431 431 — Impairment of equipment — — 5,826 5,826 — Adjusted gross profit $131,800 $109,298 $129,237 $514,948 $470,231 Gross margin - as a % of net sales 42.7% 41.0% 41.5% 43.3% 43.5% Adjusted gross margin - as a % of net sales 42.7% 41.0% 43.6% 43.8% 43.5% $ in thousands (unaudited)

NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO NON-GAAP EARNINGS PER SHARE 19 Three months ended Twelve months ended December 31, 2016 December 31, 2015 October 1, 2016 December 31, 2016 December 31, 2015 GAAP net income $26,098 $17,573 $21,947 $97,147 $80,296 Adjustments to net income: Severance related to organizational realignment — — 2,405 2,405 — Impairment of equipment — — 5,826 5,826 — Integration costs — 5,584 — — 12,667 Net gain on sale of investments — (2,016 ) — (156 ) (1,449 ) Amortization of intangible assets 10,938 11,441 10,974 44,263 47,349 Tax effect of adjustments to net income and discrete items (2,742 ) (3,760 ) (6,505 ) (16,637 ) (18,248 ) Non-GAAP net income $34,294 $28,822 $34,647 $132,848 $120,615 Diluted earnings per common share $0.18 $0.12 $0.15 $0.68 $0.57 Effect of adjustments to net income $0.06 $0.08 $0.09 $0.25 $0.29 Diluted non-GAAP earnings per common share $0.24 $0.20 $0.24 $0.94 $0.85 $ in thousands except for per share data (unaudited)