425

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 1, 2022

_______________________________________

Entegris, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware	001-32598	41-1941551
(State or Other Jurisdiction of Incorporation)	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	ENTG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 1, 2022, Entegris, Inc. issued a press release to announce results for the fourth quarter of 2021 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 INDEX

Exhibit
No.	Description
99.1	Press Release, dated February 1, 2022
99.2	Fourth Quarter Earnings Release Presentation Slides, dated February 1, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 1, 2022	By:	/s/ Gregory B. Graves
	Name:	Gregory B. Graves
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

PRESS RELEASE
Bill Seymour VP of Investor Relations T + 1 952 556 1844 bill.seymour@entegris.com

Exhibit 99.1

FOR RELEASE AT 6:00 AM EDT

ENTEGRIS REPORTS RESULTS FOR FOURTH QUARTER OF 2021

•Fourth-quarter revenue of $635 million, increased 23% from prior year

•Fourth-quarter GAAP diluted EPS of $0.87, increased 38%

•Fourth-quarter non-GAAP diluted EPS of $0.96, increased 35%

•2021 revenue of $2,299 million, increased 24% from prior year

•2021 GAAP diluted EPS of $3.00, increased 39%

•2021 Non-GAAP diluted EPS of $3.44, increased 35%

BILLERICA, Mass., February 1, 2022 - Entegris, Inc. (NASDAQ: ENTG), today reported its financial results for the Company’s fourth quarter ended December 31, 2021.

Fourth-quarter sales were $635.2 million, an increase of 23% from the same quarter last year. Fourth-quarter GAAP net income was $118.2 million, or $0.87 per diluted share, which included $12.2 million of amortization of intangible assets and $4.7 million of deal and transaction costs. Non-GAAP net income was $131.8 million for the fourth quarter and non-GAAP earnings per diluted share was $0.96.

Bertrand Loy, Entegris’ president and chief executive officer, said: “Our fourth quarter results capped off a record year for Entegris. I am very proud of the 24 percent sales growth our team achieved in 2021, especially in light of the challenging operating environment. Our strong position in leading-edge solutions that are of increasing importance to customers, drove this above-market growth.”

Mr. Loy added: “Market demand is expected to be strong in 2022 and we have increased conviction in the secular growth of the semiconductor market. In addition, node transitions continue at a rapid pace and device architectures are becoming much more complex. Our capabilities are indispensable enablers of these technologies and translate into a steadily expanding Entegris content per wafer.”

Mr. Loy added: “We are very excited about the pending acquisition of CMC Materials and the potential to create enhanced value for customers. We look forward to closing the acquisition and welcoming our new colleagues to the Entegris team.”

Quarterly Financial Results Summary

(in thousands, except percentages and per share data)

GAAP Results	December 31, 2021		December 31, 2020		October 2, 2021
Net sales	$635,204		$517,594		$579,493
Operating income	$159,544		$113,228		$139,357
Operating margin - as a % of net sales	25.1	%	21.9	%	24.0	%
Net income	$118,219		$86,624		$117,461
Diluted earnings per common share	$0.87		$0.63		$0.86
Non-GAAP Results
Non-GAAP adjusted operating income	$176,770		$126,945		$152,696
Non-GAAP adjusted operating margin - as a % of net sales	27.8	%	24.5	%	26.3	%
Non-GAAP net income	$131,783		$97,123		$125,383
Diluted non-GAAP earnings per common share	$0.96		$0.71		$0.92

First-Quarter Outlook

For the first quarter ending April 2, 2022, the Company expects sales of $630 million to $650 million, net income of $111 million to $118 million and diluted earnings per common share between $0.81 and $0.86. On a non-GAAP basis, the Company expects diluted earnings per common share to range from $0.96 to $1.01, reflecting net income on a non-GAAP basis in the range of $131 million to $138 million.

Segment Results

The Company reports its results in the following segments:

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.

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

Advanced Materials Handling (AMH): AMH develops solutions to monitor, protect, transport and deliver critical liquid chemistries, wafers and other substrates for a broad set of applications in the semiconductor, life sciences 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 on Tuesday, February 1, 2022, at 9:00 a.m. Eastern Time. Participants should dial 888-394-8218 or +1 323-794-2588, referencing confirmation code 5961315. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. For a replay of the call, please Click Hereusing passcode 5961315.

The call can also be accessed live and on-demand from the Investor Relations section of www.entegris.com. The on-demand playback will be available for six weeks after the conclusion of the teleconference.

Management’s slide presentation concerning the results for the fourth quarter will be posted on the Investor Relations section of www.entegris.com Tuesday morning before the call.

Entegris, Inc. - page 2 of 14

About Entegris

Entegris is a world-class supplier of advanced materials and process solutions for the semiconductor and other high-tech industries. Entegris has approximately 6,600 employees throughout its global operations and is ISO 9001 certified. It has manufacturing, customer service and/or research facilities in the United States, Canada, 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, adjusted operating income, non-GAAP net income, non-GAAP adjusted operating margin and diluted non-GAAP earnings per common share, together with related measures thereof, 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. The Company provides supplemental non-GAAP financial measures to better understand and manage its business and believes these measures provide investors and analysts additional and 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 its business segments and to make operating decisions. Management believes that 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 that non-GAAP measures offer a more consistent view of business 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 generally 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. The reconciliations of GAAP gross profit to adjusted gross profit, GAAP segment profit to adjusted operating income, GAAP net income to adjusted operating income and adjusted EBITDA, GAAP net income and diluted earnings per common share to non-GAAP net income and diluted non-GAAP earnings per common share and GAAP outlook to non-GAAP outlook are included elsewhere in this release.

Additional Information about the Merger and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Entegris and CMC. In connection with the proposed transaction, Entegris filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) that included a proxy statement of CMC and that also constitutes a prospectus of Entegris. Each of Entegris and CMC may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus or Registration Statement or any other document that Entegris or CMC may file with the SEC. The Registration Statement on Form S-4 was declared effective by the SEC on January 28, 2022 and CMC commenced mailing of the definitive proxy statement/prospectus to its stockholders on or about January 28, 2022. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents and other documents containing important information about Entegris and CMC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Entegris are available free of charge on Entegris’ website at http://Entegris.com or by contacting Entegris’ Investor Relations Department by email at irelations@Entegris.com or by phone at +1 978-436-6500. Copies of the documents filed with the SEC by CMC are available free of charge on CMC’s website at www.CMCmaterials.com/investors or by contacting CMC’s Investor Relations Department by email at investors@CMCmaterials.com by phone at +1 630-499-2600.

Participants in the Solicitation

Entegris, CMC and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Entegris is set forth in Entegris’ in the definitive proxy statement/prospectus included in the Registration Statement, and Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 5, 2021. Information about the directors and executive officers of CMC is set forth in the definitive proxy statement/prospectus included in the Registration Statement, and CMC’s Annual Report on Form 10-K for the fiscal year ended

Entegris, Inc. - page 3 of 14

September 30, 2021, which was filed with the SEC on November 12, 2021 and amended by the Form 10-K/A filed with the SEC on January 19, 2022. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Registration Statement and the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Entegris or CMC using the sources indicated above.

Cautionary Note on Forward Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, including statements related to anticipated results of operations, business strategies of Entegris, CMC and the combined company, anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on Entegris’ and CMC’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of CMC’s and Entegris’ operations or operating results, are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Entegris’ and CMC’s control, and could cause actual results to differ materially from those indicated in such forward-looking statements. These factors and risks include, but are not limited to, (i) weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for Entegris’ and CMC’s products and solutions; (ii) the parties’ ability to meet rapid demand shifts; (iii) the parties’ ability to continue technological innovation and introduce new products to meet customers’ rapidly changing requirements; (iv) Entegris’ and CMC’s ability to protect and enforce intellectual property rights; (v) operational, political and legal risks of Entegris’ and CMC’s international operations; (vi) the increasing complexity of certain manufacturing processes; (vii) raw material shortages, supply and labor constraints and price increases; (viii) changes in government regulations of the countries in which Entegris and CMC operate; (ix) the fluctuation of currency exchange rates; (x) fluctuations in the market price of Entegris’ stock; (xi) the level of, and obligations associated with, Entegris’ and CMC’s indebtedness; (xii) the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; and (xiii) other risk factors and additional information. In addition, risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Entegris’ businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with CMC’s ability to obtain the approval of the proposed transaction by its stockholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a regulatory consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the outcome of any legal proceedings related to the merger, the response and retention of business partners and employees as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4, as amended, and proxy statement/prospectus that were filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4, as amended, and proxy statement/prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For a more detailed discussion of such risks and other factors, see Entegris’ and CMC’s filings with the Securities and Exchange Commission, including under the heading “Risks Factors” in Item 1A of Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 5, 2021, and CMC’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, which was filed with the SEC on November 12, 2021 and amended by the Form 10-K/A filed with the SEC on January 19, 2022 and in other periodic filings, available on the SEC website or www.Entegris.com or www.cmcmaterials.com. Entegris and CMC assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.

Entegris, Inc. - page 4 of 14

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

		Three months ended
		December 31, 2021	December 31, 2020	October 2, 2021
Net sales		$635,204	$517,594	$579,493
Cost of sales		340,114	286,722	315,289
	Gross profit	295,090	230,872	264,204
Selling, general and administrative expenses		77,366	68,170	71,032
Engineering, research and development expenses		45,940	37,558	41,972
Amortization of intangible assets		12,240	11,916	11,843
	Operating income	159,544	113,228	139,357
Interest expense, net		9,434	12,133	9,339
Other expense (income), net		1,888	(5,305)	1,917
	Income before income tax expense	148,222	106,400	128,101
Income tax expense		30,003	19,776	10,640
	Net income	$118,219	$86,624	$117,461
Basic earnings per common share:		$0.87	$0.64	$0.87
Diluted earnings per common share:		$0.87	$0.63	$0.86
Weighted average shares outstanding:
	Basic	135,495	134,945	135,583
	Diluted	136,629	136,438	136,631

Entegris, Inc. - page 5 of 14

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

		Twelve months ended
		December 31, 2021	December 31, 2020
Net sales		$2,298,893	$1,859,313
Cost of sales		1,239,229	1,009,591
	Gross profit	1,059,664	849,722
Selling, general and administrative expenses		292,408	265,128
Engineering, research and development expenses		167,632	136,057
Amortization of intangible assets		47,856	53,092
	Operating income	551,768	395,445
Interest expense, net		40,997	47,814
Other expense (income), net		31,695	(6,656)
	Income before income tax expense	479,076	354,287
Income tax expense		69,950	59,318
	Net income	$409,126	$294,969
Basic earnings per common share:		$3.02	$2.19
Diluted earnings per common share:		$3.00	$2.16
Weighted average shares outstanding:
	Basic	135,411	134,837
	Diluted	136,574	136,266

Entegris, Inc. - page 6 of 14

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	December 31, 2021	December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$402,565	$580,893
Trade accounts and notes receivable, net	347,413	264,392
Inventories, net	475,213	323,944
Deferred tax charges and refundable income taxes	35,312	21,136
Other current assets	52,867	43,892
Total current assets	1,313,370	1,234,257
Property, plant and equipment, net	654,098	525,367
Other assets:
Right-of-use assets	66,563	45,924
Goodwill	793,702	748,037
Intangible assets, net	335,113	337,632
Deferred tax assets and other noncurrent tax assets	17,671	14,519
Other	11,379	11,960
Total assets	$3,191,896	$2,917,696
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$130,734	$81,618
Accrued liabilities	199,131	177,012
Income tax payable	49,136	43,996
Total current liabilities	379,001	302,626
Long-term debt, excluding current maturities	937,027	1,085,783
Long-term lease liability	60,101	39,730
Other liabilities	101,986	110,063
Shareholders’ equity	1,713,781	1,379,494
Total liabilities and equity	$3,191,896	$2,917,696

Entegris, Inc. - page 7 of 14

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended		Twelve months ended
	December 31, 2021	December 31, 2020	December 31, 2021	December 31, 2020
Operating activities:
Net income	$118,219	$86,624	$409,126	$294,969
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	22,801	21,366	90,311	83,430
Amortization	12,240	11,916	47,856	53,092
Stock-based compensation expense	7,760	6,368	29,884	22,920
Loss on extinguishment of debt and modification	—	2,378	23,338	2,378
Other	(1,354)	(23,878)	(3,330)	9,227
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts and notes receivable	(33,408)	37,906	(86,766)	(27,461)
Inventories	(53,185)	3,506	(168,372)	(50,772)
Accounts payable and accrued liabilities	16,000	30,086	53,577	40,162
Income taxes payable, refundable income taxes and noncurrent taxes payable	31,983	40,485	(3,292)	28,490
Other	(5,076)	(12,739)	8,122	(9,761)
Net cash provided by operating activities	115,980	204,018	400,454	446,674
Investing activities:
Acquisition of property and equipment	(76,640)	(52,192)	(210,626)	(131,752)
Acquisition of business, net of cash acquired	(89,692)	(767)	(91,942)	(111,912)
Other	34	73	4,450	338
Net cash used in investing activities	(166,298)	(52,886)	(298,118)	(243,326)
Financing activities:
Proceeds from revolving credit facility and long-term debt	50,000	—	501,000	617,000
Payments of revolving credit facility and long-term debt	(50,000)	—	(651,000)	(468,000)
Payments for debt extinguishment costs	—	—	(19,080)	—
Payments for dividends	(10,895)	(10,799)	(43,545)	(43,245)
Issuance of common stock	6,872	3,839	24,744	8,738
Taxes paid related to net share settlement of equity awards	(722)	(244)	(16,090)	(24,800)
Repurchase and retirement of common stock	(17,109)	(14,999)	(67,109)	(44,563)
Deferred acquisition payments	—	—	—	(16,125)
Other	(130)	—	(5,417)	(6,856)
Net cash (used in) provided by financing activities	(21,984)	(22,203)	(276,497)	22,149
Effect of exchange rate changes on cash and cash equivalents	(885)	3,992	(4,167)	3,485
(Decrease) increase in cash and cash equivalents	(73,187)	132,921	(178,328)	228,982
Cash and cash equivalents at beginning of period	475,752	447,972	580,893	351,911
Cash and cash equivalents at end of period	$402,565	$580,893	$402,565	$580,893

Entegris, Inc. - page 8 of 14

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

	Three months ended			Twelve months ended
Net sales	December 31, 2021	December 31, 2020	October 2, 2021	December 31, 2021	December 31, 2020
Specialty Chemicals and Engineered Materials	$188,004	$168,625	$176,380	$711,291	$609,532
Microcontamination Control	258,866	205,626	225,877	919,363	742,186
Advanced Materials Handling	197,703	151,741	186,200	704,946	538,682
Inter-segment elimination	(9,369)	(8,398)	(8,964)	(36,707)	(31,087)
Total net sales	$635,204	$517,594	$579,493	$2,298,893	$1,859,313

	Three months ended			Twelve months ended
Segment profit	December 31, 2021	December 31, 2020	October 2, 2021	December 31, 2021	December 31, 2020
Specialty Chemicals and Engineered Materials	$47,215	$29,761	$41,091	$167,807	$127,969
Microcontamination Control	94,203	71,691	78,399	321,300	248,910
Advanced Materials Handling	45,304	34,321	40,503	159,995	111,028
Total segment profit	186,722	135,773	159,993	649,102	487,907
Amortization of intangibles	12,240	11,916	11,843	47,856	53,092
Unallocated expenses	14,938	10,629	8,793	49,478	39,370
Total operating income	$159,544	$113,228	$139,357	$551,768	$395,445

Entegris, Inc. - page 9 of 14

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Gross Profit to Adjusted Gross Profit

(In thousands)

(Unaudited)

	Three months ended						Twelve months ended
	December 31, 2021		December 31, 2020		October 2, 2021		December 31, 2021		December 31, 2020
Net sales	$635,204		$517,594		$579,493		$2,298,893		$1,859,313
Gross profit-GAAP	$295,090		$230,872		$264,204		$1,059,664		$849,722
Adjustments to gross profit:
Integration costs	—		—		—		—		(1,557)
Severance and restructuring costs	—		—		—		—		465
Charge for fair value mark-up of acquired inventory sold	428		—		—		428		590
Adjusted gross profit	$295,518		$230,872		$264,204		$1,060,092		$849,220
Gross margin - as a % of net sales	46.5	%	44.6	%	45.6	%	46.1	%	45.7	%
Adjusted gross margin - as a % of net sales	46.5	%	44.6	%	45.6	%	46.1	%	45.7	%

Entegris, Inc. - page 10 of 14

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, 2021	December 31, 2020	October 2, 2021	December 31, 2021	December 31, 2020
Specialty Chemicals and Engineered Materials (SCEM)	$47,215	$29,761	$41,091	$167,807	$127,969
Microcontamination Control (MC)	94,203	71,691	78,399	321,300	248,910
Advanced Materials Handling (AMH)	45,304	34,321	40,503	159,995	111,028
Total segment profit	186,722	135,773	159,993	649,102	487,907
Amortization of intangible assets	12,240	11,916	11,843	47,856	53,092
Unallocated expenses	14,938	10,629	8,793	49,478	39,370
Total operating income	$159,544	$113,228	$139,357	$551,768	$395,445

	Three months ended			Twelve months ended
Adjusted segment profit	December 31, 2021	December 31, 2020	October 2, 2021	December 31, 2021	December 31, 2020
SCEM segment profit	$47,215	$29,761	$41,091	$167,807	$127,969
Integration costs	—	—	—	—	(1,557)
Severance and restructuring costs	—	155	69	167	1,061
Charge for fair value write-up of acquired inventory sold	428	—	—	428	235
SCEM adjusted segment profit	$47,643	$29,916	$41,160	$168,402	$127,708
MC segment profit	$94,203	$71,691	$78,399	$321,300	$248,910
Severance and restructuring costs	—	167	75	181	1,152
Charge for fair value write-up of acquired inventory sold	—	—	—	—	126
MC adjusted segment profit	$94,203	$71,858	$78,474	$321,481	$250,188
AMH segment profit	$45,304	$34,321	$40,503	$159,995	$111,028
Severance and restructuring costs	—	121	52	127	1,283
Charge for fair value write-up of acquired inventory sold	—	—	—	—	229
AMH adjusted segment profit	$45,304	$34,442	$40,555	$160,122	$112,540
Unallocated general and administrative expenses	$14,938	$10,629	$8,793	$49,478	$39,370
Unallocated deal and integration costs	(4,558)	(1,300)	(1,290)	(8,524)	(7,096)
Unallocated severance and restructuring costs	—	(58)	(10)	(54)	(868)
Adjusted unallocated general and administrative expenses	$10,380	$9,271	$7,493	$40,900	$31,406
Total adjusted segment profit	$187,150	$136,216	$160,189	$650,005	$490,436
Adjusted amortization of intangible assets	—	—	—	—	—
Adjusted unallocated general and administrative expenses	10,380	9,271	7,493	40,900	31,406
Total adjusted operating income	$176,770	$126,945	$152,696	$609,105	$459,030

Entegris, Inc. - page 11 of 14

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, 2021		December 31, 2020		October 2, 2021		December 31, 2021		December 31, 2020
Net sales	$635,204		$517,594		$579,493		$2,298,893		$1,859,313
Net income	$118,219		$86,624		$117,461		$409,126		$294,969
Net income - as a % of net sales	18.6	%	16.7	%	20.3	%	17.8	%	15.9	%
Adjustments to net income:
Income tax expense	30,003		19,776		10,640		69,950		59,318
Interest expense, net	9,434		12,133		9,339		40,997		47,814
Other expense (income), net	1,888		(5,305)		1,917		31,695		(6,656)
GAAP - Operating income	159,544		113,228		139,357		551,768		395,445
Operating margin - as a % of net sales	25.1	%	21.9	%	24.0	%	24.0	%	21.3	%
Charge for fair value write-up of acquired inventory sold	428		—		—		428		590
Deal and transaction costs	4,744		—		—		4,744		2,576
Integration costs	(186)		1,300		1,290		3,780		2,963
Severance and restructuring costs	—		501		206		529		4,364
Amortization of intangible assets	12,240		11,916		11,843		47,856		53,092
Adjusted operating income	176,770		126,945		152,696		609,105		459,030
Adjusted operating margin - as a % of net sales	27.8	%	24.5	%	26.3	%	26.5	%	24.7	%
Depreciation	22,801		21,366		22,841		90,311		83,430
Adjusted EBITDA	$199,571		$148,311		$175,537		$699,416		$542,460
Adjusted EBITDA - as a % of net sales	31.4	%	28.7	%	30.3	%	30.4	%	29.2	%

Entegris, Inc. - page 12 of 14

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Net Income and Diluted Earnings per Common Share to Non-GAAP Net Income and Diluted Non-GAAP Earnings per Common Share

(In thousands, except per share data)

(Unaudited)

	Three months ended			Twelve months ended
	December 31, 2021	December 31, 2020	October 2, 2021	December 31, 2021	December 31, 2020
GAAP net income	$118,219	$86,624	$117,461	$409,126	$294,969
Adjustments to net income:
Charge for fair value write-up of inventory acquired	428	—	—	428	590
Deal and transaction costs	4,744	—	—	4,744	2,576
Integration costs	(186)	1,300	1,290	3,780	2,963
Severance and restructuring costs	—	501	206	529	4,364
Loss on extinguishment of debt and modification	—	—	—	23,338	2,378
Amortization of intangible assets	12,240	11,916	11,843	47,856	53,092
Tax effect of adjustments to net income and discrete items1	(3,662)	(3,218)	(5,417)	(20,411)	(15,197)
Non-GAAP net income	$131,783	$97,123	$125,383	$469,390	$345,735
Diluted earnings per common share	$0.87	$0.63	$0.86	$3.00	$2.16
Effect of adjustments to net income	$0.10	$0.08	$0.06	$0.44	$0.37
Diluted non-GAAP earnings per common share	$0.96	$0.71	$0.92	$3.44	$2.54

1The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years.

Entegris, Inc. - page 13 of 14

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Outlook to Non-GAAP Outlook

(In millions, except per share data)

(Unaudited)

	First-Quarter Outlook
Reconciliation GAAP net income to non-GAAP net income	April 2, 2022
GAAP net income	$111 - $118
Adjustments to net income:
Restructuring and integration costs	12
Amortization of intangible assets	12
Income tax effect	(4)
Non-GAAP net income	$131 - $138

	First-Quarter Outlook
Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share	April 2, 2022
Diluted earnings per common share	$0.81 - $0.86
Adjustments to diluted earnings per common share:
Restructuring and integration costs	0.09
Amortization of intangible assets	0.09
Income tax effect	(0.03)
Diluted non-GAAP earnings per common share	$0.96 - $1.01

### END ###

Entegris, Inc. - page 14 of 14

EX-99.2

Earnings Summary February 1, 2022 Fourth Quarter 2021 Exhibit 99.2

This presentation contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements related to future period guidance; future net revenue, operating expenses, net income, diluted earnings per common share, non-GAAP operating expenses, non-GAAP net income, diluted non-GAAP earnings per common share, and other financial metrics; future repayments under the Company's credit facilities; the Company’s performance relative to its markets, including the drivers of such performance; the impact, financial or otherwise, of any organizational changes; market and technology trends, including the expected impact of the COVID-19 pandemic; the development of new products and the success of their introductions; the Company's capital allocation strategy, which may be modified at any time for any reason, including share repurchases, dividends, debt repayments and potential acquisitions; the impact of the acquisitions the Company has made and commercial partnerships the Company has established; the Company’s ability to execute on its strategies; and other matters. These statements involve risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to our pending merger with CMC Materials, Inc.; the COVID-19 pandemic on the global economy and financial markets, as well as on the Company, our customers and suppliers, which may impact our sales, gross margin, customer demand and our ability to supply our products to our customers; weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for the Company’s products and solutions; raw material shortages, supply constraints and price increases; the Company’s ability to meet rapid demand shifts; the Company’s ability to continue technological innovation and introduce new products to meet customers' rapidly changing requirements; the Company’s concentrated customer base; the Company’s ability to identify, complete and integrate acquisitions, joint ventures or other transactions; the Company’s ability to effectively implement any organizational changes; the Company’s ability to protect and enforce intellectual property rights; operational, political and legal risks of the Company’s international operations; the Company’s dependence on sole source and limited source suppliers; the increasing complexity of certain manufacturing processes; changes in government regulations of the countries in which the Company operates; fluctuation of currency exchange rates; fluctuations in the market price of the Company’s stock; the level of, and obligations associated with, the Company’s indebtedness; and other risk factors and additional information described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risks Factors" in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 5, 2021, and in the Company’s other periodic filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. This presentation contains references to “Adjusted EBITDA,” “Adjusted EBITDA – as a % of Net Sales,” “Adjusted Operating Income,” “Adjusted Operating Margin,” “Adjusted Gross Profit,” “Adjusted Gross Margin – as a % of Net Sales,” “Adjusted Segment Profit,” “Adjusted Segment Profit Margin,” “Non-GAAP Operating Expenses,” "Non-GAAP Tax Rate," “Non-GAAP Net Income,” “Diluted Non-GAAP Earnings per Common Share” and "Free Cash Flow" that are not presented in accordance GAAP. The non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures but should instead be read in conjunction with the GAAP financial measures. Further information with respect to and reconciliations of such measures to the most directly comparable GAAP financial measure can be found attached to this presentation. 2 Safe Harbor

+23%1$635M REVENUE +41%$160M OPERATING INCOME +38% $0.96 DILUTED NON-GAAP EPS2 +320 bps25.1%3 OPERATING MARGIN 1. All growth data on this slide is year-on-year. 2. See appendix for GAAP to non-GAAP reconciliations. 3. As a % of net sales. 3 $0.87 DILUTED GAAP EPS +35% Fourth Quarter 2021 Financial Summary $177M ADJUSTED OPERATING INCOME2 +39% 27.8%3 ADJUSTED OPERATING MARGIN2 +330 bps

+24%1$2.3B REVENUE +40%$552M OPERATING INCOME +39% $3.44 DILUTED NON-GAAP EPS2 +270 bps24.0%3 OPERATING MARGIN 1. All growth data on this slide is year-on-year. 2. See appendix for GAAP to Non-GAAP reconciliations. 3. As a % of net sales. 4 $3.00 DILUTED GAAP EPS +35% 2021 Financial Summary $609M ADJUSTED OPERATING INCOME2 +33% 26.5%3 ADJUSTED OPERATING MARGIN2 +180 bps

5 $ in millions, except per share data 4Q21 4Q21 Guidance 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $635.2 $580 - $600 $579.5 $517.6 22.7% 9.6% Gross Margin 46.5% 45.6% 44.6% Operating Expenses $135.5 $128 - $13 $124.8 $117.6 15.2% 8.6% Operating Income $159.5 $139.4 $113.2 40.9% 14.5% Operating Margin 25.1% 24.0% 21.9% Tax Rate 20.2% 8.3% 18.6% Net Income $118.2 $109 - $116 $117.5 $86.6 36.5% 0.6% Diluted Earnings Per Common Share $0.87 $0.80 - $0.85 $0.86 $0.63 38.1% 1.2% Summary – Consolidated Statement of Operations (GAAP)

6 $ in millions, except per share data 4Q21 4Q21 Guidance 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $635.2 $580 - $600 $579.5 $517.6 22.7% 9.6% Adjusted Gross Margin – as a % of Net Sales2 46.5% 45.6% 44.6% Non-GAAP Operating Expenses3 $118.7 $116 - $118 $111.5 $103.9 14.3% 6.5% Adjusted Operating Income $176.8 $152.7 $126.9 39.2% 15.8% Adjusted Operating Margin 27.8% 26.3% 24.5% Non-GAAP Tax Rate4 20.3% 11.4% 19.1% Non-GAAP Net Income5 $131.8 $119 - $126 $125.4 $97.1 35.7% 5.1% Diluted Non-GAAP Earnings Per Common Share $0.96 $0.87 - $0.92 $0.92 $0.71 35.2% 4.3% Summary – Consolidated Statement of Operations (Non-GAAP)1 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. 2. Excludes charges for fair value write-up of acquired inventory sold. 3. Excludes amortization expense, deal and transaction costs, integration costs and severance and restructuring costs. 4. Reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5. Excludes the items noted in footnotes 2 and 3 and the tax effect of non-GAAP adjustments.

7 $ in millions, except per share data Year Ended December 31, 2021 Year Ended December 31, 2020 Year-over-Year Net Revenue $2,298.9 $1,859.3 23.6% Gross Margin 46.1% 45.7% Operating Expenses $507.9 $454.3 11.8% Operating Income $551.8 $395.4 39.5% Operating Margin 24.0% 21.3% Tax Rate 14.6% 16.7% Net Income $409.1 $295.0 38.7% Diluted Earnings Per Common Share $3.00 $2.16 38.9% Summary – Consolidated Statement of Operations (GAAP)

8 $ in millions, except per share data Year Ended December 31, 2021 Year Ended December 31, 2020 Year-over-Year Net Revenue $2,298.9 $1,859.3 23.6% Adjusted Gross Margin – as a % of Net Sales2 46.1% 45.7% Non-GAAP Operating Expenses3 $451.0 $390.2 15.6% Adjusted Operating Income $609.1 $459.0 32.7% Adjusted Operating Margin 26.5% 24.7% Non-GAAP Tax Rate4 16.1% 17.7% Non-GAAP Net Income5 $469.4 $345.7 35.8% Diluted Non-GAAP Earnings Per Common Share $3.44 $2.54 35.4% Summary – Consolidated Statement of Operations (Non-GAAP)1 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Excludes charges for fair value write-up of acquired inventory sold, integration costs and severance and restructuring costs. 3. Excludes amortization expense, deal and transaction costs, integration costs and severance and restructuring costs. 4. Reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5. Excludes the items noted in footnotes 2 and 3, the loss on debt extinguishment and the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes.

9 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. Sales growth was primarily driven by advanced deposition materials, formulated cleans and selective etch chemistries. –––––– Segment profit margin (adjusted) YOY increase was primarily driven by the volume improvement and the impact of a discrete inventory valuation adjustment taken in Q4 2020 that did not reoccur in Q4 2021. Segment profit margin (adjusted) SEQ increase driven primarily by higher volumes. $ in millions 4Q21 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $188.0 $176.4 $168.6 11.5% 6.6% Segment Profit $47.2 $41.1 $29.8 58.6% 14.9% Segment Profit Margin 25.1% 23.3% 17.6% Adj. Segment Profit1 $47.6 $41.2 $29.9 59.3% 15.8% Adj. Segment Profit Margin1 25.3% 23.3% 17.7% Specialty Chemicals and Engineered Materials (SCEM) 4Q21 Highlights

10 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. Microcontamination Control (MC) 4Q21 Highlights $ in millions 4Q21 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $258.9 $225.9 $205.6 25.9% 14.6% Segment Profit $94.2 $78.4 $71.7 31.4% 20.2% Segment Profit Margin 36.4% 34.7% 34.9% Adj. Segment Profit1 $94.2 $78.5 $71.9 31.1% 20.0% Adj. Segment Profit Margin1 36.4% 34.7% 34.9% Sales growth was strong across all product lines 2021, especially in liquid filtration, demonstrating strong traction in advanced logic and memory nodes; and in gas filtration & purification, which benefited from strong activity in new fab construction and strong demand from our OEM customers. –––––– Segment profit margin (adjusted) increase was driven primarily by higher volumes.

11 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. Advanced Materials Handling (AMH) 4Q21 Highlights $ in millions 4Q21 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $197.7 $186.2 $151.7 30.3% 6.2% Segment Profit $45.3 $40.5 $34.3 32.0% 11.9% Segment Profit Margin 22.9% 21.8% 22.6% Adj. Segment Profit1 $45.3 $40.6 $34.4 31.5% 11.7% Adj. Segment Profit Margin1 22.9% 21.8% 22.7% Year-on-year sales growth was strongest in wafer handling and fluid handling. Sales of Aramus products significantly contributed to growth in AMH in 2021. –––––– Segment profit margin (adjusted) increase was primarily driven by higher volumes.

12 $ in millions 4Q21 3Q21 4Q20 $ Amount % Total $ Amount % Total $ Amount % Total Cash & Cash Equivalents $402.6 12.6% $475.8 15.8% $580.9 19.9% Accounts Receivable, net $347.4 10.9% $315.1 10.5% $264.4 9.1% Inventories $475.2 14.9% $429.0 14.2% $323.9 11.1% Net PP&E $654.1 20.5% $597.6 19.8% $525.4 18.0% Total Assets $3,191.9 $3,012.3 $2,917.7 Current Liabilities $379.0 11.9% $309.4 10.3% $302.6 10.4% Long-term Debt, Excluding Current Maturities $937.0 29.4% $936.7 31.1% $1,085.8 37.2% Total Liabilities $1,478.1 46.3% $1,401.5 46.5% $1,538.2 52.7% Total Shareholders’ Equity $1,713.8 53.7% $1,610.8 53.5% $1,379.5 47.3% AR – DSOs 49.9 49.6 46.6 Inventory Turns 3.0 3.1 3.5 Summary – Balance Sheet Items

13 $ in millions 4Q21 3Q21 4Q20 Year ended December 31, 2021 Beginning Cash Balance $475.8 $401.0 $448.0 $580.9 Cash provided by operating activities 116.0 149.5 204.0 $400.5 Capital expenditures (76.6) (48.9) (52.2) ($210.6) Proceeds from revolving credit facilities and long- term debt 50.0 — — $501.0 Payments on revolving credit facilities and long-term debt (50.0) — — ($651.0) Acquisition of business, net of cash (89.7) — (0.8) ($91.9) Repurchase and retirement of common stock (17.1) (20.0) (15.0) ($67.1) Payments for dividends (10.9) (10.9) (10.8) ($43.5) Other investing activities — 4.3 0.1 $4.5 Other financing activities 6.0 0.3 3.6 ($15.8) Effect of exchange rates (0.9) 0.3 4.0 ($4.2) Ending Cash Balance $402.6 $475.8 $580.9 $402.6 Free Cash Flow1 $39.3 $100.6 $151.8 $189.8 Adjusted EBITDA2 $199.6 $175.5 $148.3 $699.4 Adjusted EBITDA – as a % of net sales2 31.4% 30.3% 28.7% 30.4% Cash Flows 1. Equals cash from operations less capital expenditures. 2. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation.

14 GAAP $ in millions, except per share data 1Q22 Guidance 4Q21 Actual 3Q21 Actual Net Revenue $630 - $650 $635.2 $579.5 Operating Expenses $150 - $152 $135.5 $124.8 Net Income $111- $118 $118.2 $117.5 Diluted Earnings per Common Share $0.81- $0.86 $0.87 $0.86 Non-GAAP $ in millions, except per share data 1Q22 Guidance 4Q21 Actual 3Q21 Actual Net Revenue $630 - $650 $635.2 $579.5 Non-GAAP Operating Expenses1 $126 - $128 $118.7 $111.5 Non-GAAP Net Income1 $131- $138 $131.8 $125.4 Diluted non-GAAP Earnings per Common Share1 $0.96 - $1.01 $0.96 $0.92 Outlook 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation.

Entegris®, the Entegris Rings Design®, and other product names are trademarks of Entegris, Inc. as listed on entegris.com/trademarks. All product names, logos, and company names are trademarks or registered trademarks of their respective owners. Use of them does not imply any affiliation, sponsorship, or endorsement by the trademark owner. ©2020 Entegris, Inc. All rights reserved. 15

Appendix 16

17 Reconciliation of GAAP Gross Profit to Adjusted Gross Profit Three months ended Twelve months ended $ in thousands December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 Net sales $635,204 $517,594 $579,493 $2,298,893 $1,859,313 Gross profit-GAAP $295,090 $230,872 $264,204 $1,059,664 $849,722 Adjustments to gross profit: Integration costs — — — — (1,557) Severance and restructuring costs — — — — 465 Charge for fair value mark-up of acquired inventory sold 428 — — 428 590 Adjusted gross profit $295,518 $230,872 $264,204 $1,060,092 $849,220 Gross margin – as a % of net sales 46.5% 44.6% 45.6% 46.1% 45.7% Adjusted gross margin – as a % of net sales 46.5% 44.6% 45.6% 46.1% 45.7%

18 Reconciliation of GAAP Operating Expenses and Tax Rate to Non-GAAP Operating Expenses and Tax Rate Three months ended Twelve months ended $ in millions December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 GAAP operating expenses $135.5 $117.6 $124.8 $507.9 $454.3 Adjustments to operating expenses: Deal and transaction costs 4.7 — — 4.7 2.6 Integration costs (0.1) 1.3 1.3 3.8 4.5 Severance and restructuring costs — 0.5 0.2 0.5 3.9 Amortization of intangible assets 12.2 11.9 11.8 47.9 53.1 Non-GAAP operating expenses $118.7 $103.9 $111.5 $451.0 $390.2 GAAP tax rate 20.2% 18.6% 8.3% 14.6% 16.7% Other 0.1% 0.6% 3.1% 1.5% 1.0% Non-GAAP tax rate 20.3% 19.1% 11.4% 16.1% 17.7%

19 $ in thousands Three months ended Twelve months ended Adjusted segment profit December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 SCEM segment profit $47,215 $29,761 $41,091 $167,807 $127,969 Integration costs — — — — (1,557) Severance and restructuring costs — 155 69 167 1,061 Charge for fair value write-up of acquired inventory sold 428 — — 428 235 SCEM adjusted segment profit $47,643 $29,916 $41,160 $168,402 $127,708 MC segment profit $94,203 $71,691 $78,399 $321,300 $248,910 Severance and restructuring costs — 167 75 181 1,152 Charge for fair value write-up of acquired inventory sold — — — — 126 MC adjusted segment profit $94,203 $71,858 $78,474 $321,481 $250,188 AMH segment profit $45,304 $34,321 $40,503 $159,995 $111,028 Severance and restructuring costs — 121 52 127 1,283 Charge for fair value write-up of acquired inventory sold — — — — 229 AMH adjusted segment profit $45,304 $34,442 $40,555 $160,122 $112,540 Unallocated general and administrative expenses $14,938 $10,629 $8,793 $49,478 $39,370 Unallocated deal and integration costs (4,558) (1,300) (1,290) (8,524) (7,096) Unallocated severance and restructuring costs — (58) (10) (54) (868) Adjusted unallocated general and administrative expenses $10,380 $9,271 $7,493 $40,900 $31,406 Total adjusted segment profit $187,150 $136,216 $160,189 $650,005 $490,436 Adjusted amortization of intangible assets — — — — — Adjusted unallocated general and administrative expenses 10,380 9,271 7,493 40,900 31,406 Total adjusted operating income $176,770 $126,945 $152,696 $609,105 $459,030 $ in thousands Three Months Ended Twelve months ended Segment profit-GAAP December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 Specialty Chemicals and Engineered Materials (SCEM) $47,215 $29,761 $41,091 $167,807 $127,969 Microcontamination Control (MC) 94,203 71,691 78,399 321,300 248,910 Advanced Materials Handling (AMH) 45,304 34,321 40,503 159,995 111,028 Total segment profit 186,722 135,773 159,993 649,102 487,907 Amortization of intangible assets 12,240 11,916 11,843 47,856 53,092 Unallocated expenses 14,938 10,629 8,793 49,478 39,370 Total operating income $159,544 $113,228 $139,357 $551,768 $395,445 Reconciliation of GAAP Segment Profit to Adjusted Operating Income and Adjusted Segment Profit

20 $ in thousands Three Months Ended Twelve months ended December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 Net sales $635,204 $517,594 $579,493 $2,298,893 $1,859,313 Net income $118,219 $86,624 $117,461 $409,126 $294,969 Net income – as a % of net sales 18.6% 16.7% 20.3% 17.8% 15.9% Adjustments to net income: Income tax expense 30,003 19,776 10,640 69,950 59,318 Interest expense, net 9,434 12,133 9,339 40,997 47,814 Other expense (income), net 1,888 (5,305) 1,917 31,695 (6,656) GAAP - Operating income 159,544 113,228 139,357 551,768 395,445 Operating margin - as a % of net sales 25.1% 21.9% 24.0% 24.0% 21.3% Charge for fair value write-up of acquired inventory sold 428 — — 428 590 Deal and transaction costs 4,744 — — 4,744 2,576 Integration costs (186) 1,300 1,290 3,780 2,963 Severance and restructuring costs — 501 206 529 4,364 Amortization of intangible assets 12,240 11,916 11,843 47,856 53,092 Adjusted operating income 176,770 126,945 152,696 609,105 459,030 Adjusted operating margin - as a % of net sales 27.8% 24.5% 26.3% 26.5% 24.7% Depreciation 22,801 21,366 22,841 90,311 83,430 Adjusted EBITDA $199,571 $148,311 $175,537 $699,416 $542,460 Adjusted EBITDA – as a % of net sales 31.4% 28.7% 30.3% 30.4% 29.2% Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA

21 $ in thousands, except per share data Three months ended Twelve months ended December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 GAAP net income $118,219 $86,624 $117,461 $409,126 $294,969 Adjustments to net income: Charge for fair value write-up of inventory acquired 428 — — 428 590 Deal and transaction costs 4,744 — — 4,744 2,576 Integration costs (186) 1,300 1,290 3,780 2,963 Severance and restructuring costs — 501 206 529 4,364 Loss on extinguishment of debt and modification — — — 23,338 2,378 Amortization of intangible assets 12,240 11,916 11,843 47,856 53,092 Tax effect of adjustments to net income and discrete items1 (3,662) (3,218) (5,417) (20,411) (15,197) Non-GAAP net income $131,783 $97,123 $125,383 $469,390 $345,735 Diluted earnings per common share $0.87 $0.63 $0.86 $3.00 $2.16 Effect of adjustments to net income $0.10 $0.08 $0.06 $0.44 $0.37 Diluted non-GAAP earnings per common share $0.96 $0.71 $0.92 $3.44 $2.54 Weighted average diluted shares outstanding 136,629 136,438 136,631 136,574 136,266 Reconciliation of GAAP Net Income and Diluted Earnings per Common Share to Non-GAAP Net Income and Diluted Non-GAAP Earnings per Common Share 1. The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years.

22 $ in millions First-Quarter 2022 Outlook Reconciliation GAAP net income to non-GAAP net income GAAP net income $111 - $118 Adjustments to net income: Restructuring costs 12 Amortization of intangible assets 12 Income tax effect (4) Non-GAAP net income $131 - $138 First-Quarter 2022 Outlook Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share Diluted earnings per common share $0.81 - $0.86 Adjustments to diluted earnings per common share: Restructuring costs 0.09 Amortization of intangible assets 0.09 Income tax effect (0.03) Diluted non-GAAP earnings per common share $0.96 - $1.01 $ in millions First-Quarter 2022 Outlook Reconciliation GAAP operating expenses to non-GAAP operating expenses GAAP operating expenses $150 - $152 Adjustments to net income: Restructuring costs 12 Amortization of intangible assets 12 Non-GAAP operating expenses $126 - $128 Reconciliation of GAAP Outlook to Non-GAAP Outlook

23 $ in thousands Q419 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q421 Sales SCEM $146,747 $144,214 $146,213 $150,480 $168,625 $166,541 $180,366 $176,380 $188,004 MC 169,794 159,261 183,758 193,541 205,626 207,099 227,521 225,877 258,866 AMH 117,455 116,137 126,434 144,370 151,741 148,541 172,502 186,200 197,703 Inter-segment elimination (6,998) (7,285) (8,000) (7,404) (8,398) (9,337) (9,037) (8,964) (9,369) Total Sales $426,998 $412,327 $448,405 $480,987 $517,594 $512,844 $571,352 $579,493 $635,204 Segment Profit SCEM $32,822 $32,670 $32,938 $32,600 $29,761 $34,556 $44,945 $41,091 $47,215 MC 57,157 50,167 62,137 64,915 71,691 70,566 78,132 78,399 94,203 AMH 20,686 20,632 22,809 33,266 34,321 32,095 42,093 40,503 45,304 Total Segment Profit $110,665 $103,469 $117,884 $130,781 $135,773 $137,217 $165,170 $159,993 $186,722 Segment Profit Margin SCEM 22.4% 22.7% 22.5% 21.7% 17.6% 20.7% 24.9% 23.3% 25.1% MC 33.7% 31.5% 33.8% 33.5% 34.9% 34.1% 34.3% 34.7% 36.4% AMH 17.6% 17.8% 18.0% 23.0% 22.6% 21.6% 24.4% 21.8% 22.9% GAAP Segment Trend Data

24 $ in thousands Q419 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q421 Sales SCEM $146,747 $144,214 $146,213 $150,480 $168,625 $166,541 $180,366 $176,380 $188,004 MC 169,794 159,261 183,758 193,451 205,626 207,099 227,521 225,877 258,866 AMH 117,455 116,137 126,434 144,370 151,741 148,541 172,502 186,200 197,703 Inter-segment elimination (6,998) (7,285) (8,000) (7,404) (8,398) (9,337) (9,037) (8,964) (9,369) Total Sales $426,998 $412,327 $448,405 $480,897 $517,594 $512,844 $571,352 $579,493 $635,204 Adjusted Segment Profit SCEM segment profit $32,822 $32,670 $32,938 $32,600 $29,761 $34,556 $44,945 $41,091 $47,215 Integration costs — — (1,557) — — — — — — Severance and restructuring costs 184 174 455 277 155 47 51 69 — Charge for fair value write-up of acquired inventory sold (476) 235 — — — — — — 428 SCEM adjusted segment profit $32,530 $33,079 $31,836 $32,877 $29,916 $34,603 $44,996 $41,160 $47,643 MC segment profit $57,157 $50,167 $62,137 $64,915 $71,691 $70,566 $78,132 $78,399 $94,203 Severance and restructuring costs 195 190 494 301 167 51 55 75 — Charge for fair value write-up of acquired inventory sold 687 126 — — — — — — — MC adjusted segment profit $58,039 $50,483 $62,631 $65,216 $71,858 $70,617 $78,187 $78,474 $94,203 AMH segment profit $20,686 $20,632 $22,809 $33,266 $34,321 $32,095 $42,093 $40,503 $45,304 Severance and restructuring costs (379) 135 814 213 121 37 38 52 — Charge for fair value write-up of acquired inventory sold — — — 229 — — — — — AMH adjusted segment profit $20,307 $20,767 $23,623 $33,708 $34,442 $32,132 $42,131 $40,555 $45,304 Adjusted Segment Profit Margin SCEM 22.2% 22.9% 21.8% 21.8% 17.7% 20.8% 24.9% 23.3% 25.3% MC 34.2% 31.7% 34.1% 33.7% 34.9% 34.1% 34.4% 34.7% 36.4% AMH 17.3% 17.9% 18.7% 23.3% 22.7% 21.6% 24.4% 21.8% 22.9% Non-GAAP Segment Trend Data