The following discussion and analysis of the Company's condensed consolidated
financial condition and results of operations should be read along with the
condensed consolidated financial statements and the accompanying notes thereto
included elsewhere in this Quarterly Report on Form 10-Q. The information,
except for historical information, contained in this discussion and analysis or
set forth elsewhere in this Quarterly Report on Form 10-Q includes
forward-looking statements that involve risks and uncertainties. You should
review the section entitled "Risk Factors" in our Annual Report on Form 10-K for
the year ended December 31, 2021 as well as in our Quarterly Reports on Form
10-Q and Current Reports on Form 8-K for a discussion of important factors that
could cause actual results to differ materially from the results described in or
implied by the forward-looking statements contained in the following discussion
and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q. The
Company assumes no obligation to publicly release the results of any revision or
updates to these forward-looking statements to reflect future events or
unanticipated occurrences.

Insight

This overview is not a complete discussion of the Company's financial condition,
changes in financial condition or results of operations; it is intended merely
to facilitate an understanding of the most salient aspects of the Company's
financial condition and operating performance and to provide a context for the
detailed discussion and analysis that follows. The discussion and analysis must
be read in its entirety in order to fully understand the Company's financial
condition and results of operations.

The Company is a leading supplier of advanced materials and process solutions
for the semiconductor and other high-technology industries. Our mission is to
help our customers improve their productivity, performance and technology by
providing solutions for the most advanced manufacturing environments. We
leverage our unique breadth of capabilities to create mission-critical
microcontamination control products, specialty chemicals and advanced materials
handling solutions that maximize manufacturing yields, reduce manufacturing
costs and enable higher device performance for our customers.

Our customized materials solutions enable the highest levels of performance
essential to the manufacture of semiconductors. As our customers introduce more
complex architectures and search for new materials with better electrical and
structural properties to improve the performance of their devices, they rely on
Entegris as a trusted partner to address these challenges. We understand these
challenges and have solutions to address them, such as our advanced deposition
materials, implant gases, formulated cleaning chemistries and selective etch
chemistries. Our customers also require greater end-to-end materials purity and
integrity in their manufacturing processes that, when combined with smaller
dimensions and more complex architectures, can be challenging to achieve. To
enable the use of new metals and the further miniaturization of chips, and to
maximize yield and increase long-term device reliability, we provide products
such as our advanced liquid and gas filtration and purification products that
help to selectively remove new classes of contaminants throughout the
semiconductor supply chain. In addition, to ensure purity levels are maintained
across the entire supply chain, from bulk manufacturing, to transportation to
and delivery through a fabrication plant, to application onto the wafer, we
provide high-purity packaging and materials handling products.

Our business is organized and operated in three operating segments, which align
with the key elements of the advanced semiconductor manufacturing ecosystem. The
Specialty Chemicals and Engineered Materials segment, or 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. The Microcontamination Control segment, or MC, offers
solutions to filter and purify critical liquid chemistries and gases used in
semiconductor manufacturing processes and other high-technology industries. The
Advanced Materials Handling segment, or 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. While these segments have separate
products and technical know-how, they share common business systems and
processes, technology centers and strategic and technology roadmaps. With the
technology, capabilities and complementary product portfolios from these
segments, we believe we are uniquely positioned to collaborate across divisions
to create new, co-optimized and increasingly integrated solutions for our
customers. For example, our SCEM segment offers a highly selective nitride etch
chemistry, our MC segment provides a liquid filter that is specifically matched
to that formulation and our AMH segment ensures the integrity of the product as
it is moved to and through the fab environment. See note 9 to the condensed
consolidated financial statements for additional information on the Company's
three segments.

The Company's fiscal year is the calendar period ending each December 31. The
Company's fiscal quarters consist of 13-week or 14-week periods that end on a
Saturday. The Company's fiscal quarters in 2022 end April 2, 2022, July 2, 2022,
October 1, 2022 and December 31, 2022.

Key Operating Factors The key factors that management believes have the greatest impact on the Company’s overall operating results include:

•Level of sales Since a significant portion of the Company's product costs
(except for raw materials, purchased components and direct labor) are largely
fixed in the short-to-medium term, an increase or decrease in sales affects
gross profits and overall profitability significantly. Also, increases or
decreases in sales and operating profitability affect certain costs such as
incentive compensation and commissions, which are highly variable in nature. The

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Contents

The Company’s sales are subject to the effects of industry cyclicality, technological change, significant competition, pricing pressures and foreign currency fluctuations.

•Variable margin on sales The Company's variable margin on sales is determined
by selling prices and the costs of manufacturing and raw materials. This is
affected by a number of factors, which include the Company's sales mix, purchase
prices of raw materials (especially polymers, membranes, stainless steel and
purchased components), domestic and international competition, direct labor
costs and the efficiency of the Company's production operations, among others.

•Fixed cost structure The Company's operations include a number of large fixed
or semi-fixed cost components, which include salaries, indirect labor and
benefits, facility costs, lease expenses and depreciation and amortization. It
is not possible to vary these costs easily in the short-term as volumes
fluctuate. Accordingly, increases or decreases in sales volume can have a large
effect on the usage and productivity of these cost components, resulting in a
large impact on the Company's profitability.

Impact of COVID-19 on our business

The COVID-19 pandemic continues to impact the global economy and cause
significant macroeconomic uncertainty. Infection rates vary across the countries
in which we operate. Governmental authorities have continued to implement
numerous and constantly evolving measures to try to contain the virus, such as
travel bans and restrictions, masking recommendations and mandates, vaccine
recommendations and mandates, limits on gatherings, quarantines,
shelter-in-place orders and business shutdowns. For example, in response to an
outbreak of infection in Shanghai, beginning in March 2022 governmental
authorities in China implemented a lockdown order in that city, significantly
slowing economic and business activity in that region. We have taken proactive,
aggressive action to protect the health and safety of our employees, customers,
partners and suppliers, consistent with the latest and evolving governmental
guidelines. We expect to continue to implement appropriate measures until the
COVID-19 pandemic is adequately contained. We continue to monitor the rapidly
evolving situation and guidance from international and domestic authorities,
including federal, state and local public health authorities, and may take
additional actions based on their recommendations and requirements or as we
otherwise see fit to protect the health and safety of our employees, customers,
partners and suppliers.

While certain of our operations from time-to-time have been temporarily affected
by government-mandated restrictions, to date we have not experienced significant
adverse impacts to our global operations as a result of the COVID-19 pandemic.
Broader impacts of the pandemic have included a more dynamic supply chain and
global logistics environment, and we have experienced instances of raw material
constraints, higher freight costs and delivery delays in both inbound shipments
of raw materials and outgoing shipments of finished products to customers. While
we continue to focus on mitigating risks to our operations and supply chain in
the current industry environment, we expect some of the foregoing challenges to
linger. From a demand perspective, we continued to see strong demand for our
leading-edge products, largely driven by accelerated digitalization, 5G
applications and high-performance computing. As described above, the lockdown in
Shanghai may cause demand for our products to be delayed or deferred.

At this time, given the dynamic nature of the situation, any impact on our
financial condition, results of operations or cash flows in the future continues
to be difficult to estimate and predict, as it depends on future events that are
highly uncertain and cannot be predicted with accuracy, including, but not
limited to, the duration and continued spread of the pandemic, its severity,
potential additional surges of infection, the emergence of more virulent or more
dangerous variants, the actions taken to mitigate the virus or its impact, the
development, distribution, efficacy and acceptance of vaccines worldwide, how
quickly and to what extent normal economic and operating conditions can resume,
the broader impact that the pandemic is having on the economy and our industry,
and specific implications the pandemic may have on our suppliers and on global
logistics. See Item 1A, "Risk Factors," in our Annual Report on Form 10-K for
the year ended December 31, 2021 for additional information regarding risks
associated with the COVID-19 pandemic, including under the caption "The COVID-19
pandemic and ensuing governmental responses could materially adversely affect
our financial condition and results of operations."

Impact of the conflict between Russia and Ukraine

The military conflict between Russia and Ukraine and the sanctions imposed by
the United States and other governments in response to this conflict have caused
significant volatility and disruptions to the global markets. While we source a
few raw materials from Russia and Ukraine, to date our supply of these materials
has not been significantly impacted by the conflict. We continue to monitor the
situation closely and are proactively assessing and evaluating alternative
sources to bolster our supply of these materials moving forward, in addition to
working closely with our customers on any product re-qualification that may be
required. Revenue relating to products manufactured from raw materials sourced
from this region does not constitute a material portion of our business.
Further, while sales to customers in Russia and Ukraine do not constitute a
material portion of our business, there is uncertainty regarding the ultimate
impact the conflict will have on the global economy, supply chains, logistics,
fuel prices, raw material pricing and our business. Refer to Part II, Item 1A.
"Risk Factors" for more information.
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General Summary of Financial Results

For the three months ended April 2, 2022, net sales increased 27% to $649.6
million, compared to $512.8 million for the three months ended April 3, 2021.
Total net sales increased primarily as a result of strong growth across all
three segments, as we benefited from robust industry growth and more wafers
produced for leading-edge solutions, driving record demand for our products and
solutions. Net sales for the three months ended April 2, 2022 included sales of
$5.4 million from acquired businesses and unfavorable foreign currency
translation effects of $9.7 million.

The Company experienced a 47.7% gross margin for the three months ended April 2,
2022, compared to 45.8% in the comparable year-ago period. The gross margin
increase was driven by strong execution and higher volumes, offset in part by
raw material, logistic costs and modest labor inflation.

As a result of the factors mentioned above, the Company reported net income of
$125.7 million, or $0.92 per diluted share, for the quarter ended April 2, 2022,
compared to net income of $84.7 million, or $0.62 per diluted share, a year ago.

On April 14, 2022, Entegris Escrow Corporation, a Delaware corporation and
wholly-owned subsidiary of Entegris, completed a private offering of $1.6
billion aggregate principal amount of 4.75% Senior Secured Notes due 2029, or
the 2029 Secured Notes. The Company expects net proceeds from the offering of
approximately $1.57 billion, after deducting estimated commissions and offering
fees and expenses, which will be used to finance a portion of the Company's
pending acquisition of CMC Materials.

Cash and cash equivalents were $352.7 million at April 2, 2022, compared with
$402.6 million at December 31, 2021. The Company had outstanding long-term debt
(excluding current maturities) of $937.3 million at April 2, 2022, compared to
$937.0 million at December 31, 2021.

Significant Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of
operations are based upon the Company's condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these condensed
consolidated financial statements requires the Company to make estimates,
assumptions and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. Actual results may differ from these estimates under different
assumptions or conditions.

The critical accounting policies affected most significantly by estimates,
assumptions and judgments used in the preparation of the Company's condensed
consolidated financial statements are described in Item 7 of its Annual Report
on Form 10-K for the year ended December 31, 2021, filed with the Securities and
Exchange Commission on February 4, 2022. On an ongoing basis, the Company
evaluates the critical accounting policies used to prepare its condensed
consolidated financial statements, including, but not limited to, those related
to business acquisitions. There have been no material changes in these critical
accounting policies and estimates.

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Table of contents Quarter ended April 2, 2022 Compared to the three months ended April 3, 2021

The following table compares operating results for the three months ended
April 2, 2022 and April 3, 2021both in dollars and as a percentage of net sales, for each subtitle.

                                                                                        Three months ended
(Dollars in thousands)                                                April 2, 2022                            April 3, 2021
Net sales                                                   $     649,646             100.0  %       $     512,844             100.0  %
Cost of sales                                                     339,826              52.3                277,858              54.2
Gross profit                                                      309,820              47.7                234,986              45.8
Selling, general and administrative expenses                       87,108              13.4                 71,389              13.9
Engineering, research and development expenses                     46,715               7.2                 37,748               7.4
Amortization of intangible assets                                  12,651               1.9                 11,871               2.3
Operating income                                                  163,346              25.1                113,978              22.2
Interest expense                                                   12,876               2.0                 11,652               2.3
Interest income                                                       (12)                -                    (71)                -
Other expense, net                                                  4,902               0.8                  4,330               0.8
Income before income taxes                                        145,580              22.4                 98,067              19.1
Income tax expense                                                 19,875               3.1                 13,391               2.6
Net income                                                  $     125,705              19.3  %       $      84,676              16.5  %


Net sales For the three months ended April 2, 2022, net sales increased by 27%
to $649.6 million, compared to $512.8 million for the three months ended
April 3, 2021. An analysis of the factors underlying the increase in net sales
is presented in the following table:
(In thousands)
Net sales in the quarter ended April 3, 2021                      $ 512,844
Increase mainly associated with volume                              141,104
Increase associated with acquired businesses                          5,406

Decrease associated with the effect of foreign currency translation (9,708) Net sales during the quarter ended April 2, 2022

                      $ 649,646


Total net sales increased primarily as a result of strong growth across all
three segments. Growth was driven in large part by our strong position and sales
of leading-edge solutions like liquid and gas filtration, specialty coatings,
advanced deposition materials, selective etch and other areas of increasing
importance to our customers across the semiconductor ecosystem. Total net sales
also reflected unfavorable foreign currency translation effects of $9.7 million
and net sales associated with recent acquisitions of $5.4 million.

On a geographic basis, sales percentage by customers' country or region for the
three months ended April 2, 2022 and April 3, 2021 and the percentage increase
in sales for the three months ended April 2, 2022 compared to the sales for the
three months ended April 3, 2021 were as follows:
                            Three months ended
                     April 2, 2022        April 3, 2021      Percentage increase in sales
North America                   22  %              23  %                             21  %
Taiwan                          22  %              20  %                             42  %
China                           14  %              16  %                             13  %
South Korea                     14  %              14  %                             22  %
Japan                           13  %              14  %                             18  %
Europe                           8  %               8  %                             38  %
Southeast Asia                   6  %               5  %                             52  %


The increases in sales to customers in North America, Taiwan, China, Japan and
Europe were primarily driven by general increases in demand for products in all
three of the Company's segments. The increase in sales in China primarily
relates to higher sales of Advanced Materials Handling products of 30% and
Specialty Chemicals and Engineering Materials products of

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Contents

28%. The increase in sales in Korea mainly related to the increase in sales of Advanced Materials Handling products by 59% and microcontamination control products by 20%.

Gross margin The following table sets forth gross margin as a percentage of net
revenues:

                                                                                  Three months ended
                                                         April 2, 2022         April 3, 2021         Percentage point change
Gross margin as a percentage of net revenues:                   47.7  %               45.8  %                    1.9


Gross margin increased by 1.9 percentage points for the three months ended
April 2, 2022, compared to the same period in the prior year. Gross margins were
better than expected, driven by strong execution and higher volumes, offset in
part by raw material, logistic costs and modest labor inflation.

Selling, general and administrative expenses Selling, general and
administrative, or SG&A, expenses were $87.1 million in the three months ended
April 2, 2022, compared to $71.4 million in the year-ago period. An analysis of
the factors underlying the change in SG&A expenses is presented in the following
table:
(In thousands)
Selling, general and administrative expenses in the quarter ended April 3,
2021                                                                           $   71,389
Employee costs                                                                      7,206
Deal and transaction costs                                                          5,008
Donation costs                                                                      2,963
Other increases, net                                                                  542

Selling, general and administrative expenses for the quarter ended April 2, 2022

$87,108


Engineering, research and development expenses The Company's engineering,
research and development, or ER&D, efforts focus on the support or extension of
current product lines and the development of new products and manufacturing
technologies. ER&D expenses increased 24% to $46.7 million in the three months
ended April 2, 2022 compared to $37.7 million in the year-ago period as planned.
An analysis of the factors underlying the increase in ER&D expenses is presented
in the following table:
(In thousands)
Engineering, research and development expenses in the quarter ended April 3,
2021                                                                          $   37,748
Employee costs                                                                     5,391
Project materials                                                                  2,436
Other increases, net                                                               1,140
Engineering, research and development expenses in the quarter ended April 2,
2022                                                                          $   46,715


Amortization expenses Amortization of intangible assets was $12.7 million in the
three months ended April 2, 2022, compared to $11.9 million for the three months
ended April 3, 2021. The increase primarily reflects additional amortization
expense associated with recent acquisitions.

Interest expense Interest expense includes interest associated with debt
outstanding and the amortization of debt issuance costs associated with such
borrowings. Interest expense was $12.9 million in the three months ended
April 2, 2022, compared to $11.7 million in the three months ended April 3,
2021. The increase primarily reflects higher interest expense of $4.7 million
related to ticking fees on the secured commitments for $2.495 billion under the
Term Loan B Facility secured in connection with the pending acquisition of CMC
Materials, partially offset by lower interest expense due to lower average debt
levels and interest rates.

Other expense, net Other expense, net was $4.9 million in the three months ended
April 2, 2022 and consisted mainly of foreign currency transaction losses of
$4.6 million. Other expense, net was $4.3 million in the three months ended
April 3, 2021 and consisted mainly of foreign currency transaction losses of
$4.3 million.

Income tax expense The income tax expense has been $19.9 million within three months April 2, 2022compared to a tax charge of $13.4 million within three months April 3, 2021. The effective tax rate of the Company since the beginning of the fiscal year at April 2, 2022 and April 3, 2021 was 13.7%.

The 2022 tax rate included benefits from a decrease in the foreign effective tax
rate due to a change in foreign income mix and an increase in the foreign
derived intangible income deduction which was offset by a reduction in
creditable foreign withholding taxes. The 2021 tax rate included a valuation
allowance on federal foreign tax credits generated in 2021 of $1.4

                                       22
--------------------------------------------------------------------------------
  Table of Contents
million. The year-to-date income tax expense in 2022 and 2021 includes discrete
benefits of $4.3 million and $7.5 million, respectively, recorded in connection
with share-based compensation.

Net income Due to the factors noted above, the Company recorded net income of
$125.7 million, or $0.92 per diluted share, in the three months ended April 2,
2022, compared to net income of $84.7 million, or $0.62 per diluted share, in
the three months ended April 3, 2021. In the three months ended April 2, 2022,
net income, as a percentage of net sales, increased to 19.3% from 16.5% in the
year-ago period.

Non-GAAP Financial Measures The Company's condensed consolidated financial
statements are prepared in conformity with accounting principles generally
accepted in the United States, or GAAP. The Company also utilizes certain
non-GAAP financial measures as a complement to financial measures provided in
accordance with GAAP in order to better assess and reflect trends affecting the
Company's business and results of operations. See the section entitled "Non-GAAP
Information" below for additional detail, including the definition of certain
non-GAAP financial measures and the reconciliation of these non-GAAP measures to
the Company's GAAP measures.

The Company’s primary non-GAAP financial measures are Adjusted EBITDA and Adjusted operating income and their related measures, and Non-GAAP earnings per share.

Adjusted EBITDA increased 37% to $206.2 million in the three months ended
April 2, 2022, compared to $150.1 million in the three months ended April 3,
2021. In the three months ended April 2, 2022, adjusted EBITDA, as a percentage
of net sales, increased to 32% from 29% in the year-ago period.

Adjusted operating income increased by 42% to reach $182.3 million within three months April 2, 2022compared to $128.0 million within three months
April 3, 2021. Adjusted operating profit, as a percentage of net sales, increased to 28% from 25% a year ago.

Non-GAAP earnings per share increased 51% to $1.06 within three months
April 2, 2022compared to $0.70 within three months April 3, 2021.

The increases in adjusted EBITDA, adjusted operating profit and non-GAAP earnings per share for the three months ended April 2, 2022 compared to the same period of the previous year are generally attributable to the increase in sales and gross margin.

Segment Analysis

The Company reports its financial performance based on three reporting segments.
The following is a discussion of the results of operations of these three
business segments. See note 9 to the condensed consolidated financial statements
for additional information on the Company's three segments.

The following table presents selected net sales and segment profit data for the
Company's three reportable segments, along with unallocated general and
administrative expenses, for the three months ended April 2, 2022 and April 3,
2021.
                                                           Three months ended
(In thousands)                                     April 2, 2022       April 3, 2021
Specialty Chemicals and Engineered Materials
Net sales                                         $      196,421      $      166,541
Segment profit                                            48,851              34,556
Microcontamination Control
Net sales                                         $      266,637      $      207,099
Segment profit                                            98,618              70,566
Advanced Materials Handling
Net sales                                         $      198,113      $      148,541
Segment profit                                            46,690              32,095

Unallocated general and administrative expenses $18,162 $

11,368

Specialty Chemicals and Engineering Materials (SCEM)

For the first quarter of 2022, SCEM net sales increased to $196.4 million, up
18% compared to $166.5 million in the comparable period last year. The sales
increase was primarily due to increased sales of advanced deposition materials,
selective etch and specialty coatings products, as well as additional sales of
$5.4 million attributable to the Company's acquisition of the Precision
Microchemicals business from BASF SE. SCEM reported a segment profit of $48.9
million in the first quarter of 2022, up 41% from $34.6 million in the year-ago
period. The segment profit increase was primarily due to higher gross profit
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Table of contents related to increased sales volume, partially offset by an 18% increase in operating expenses, primarily due to higher compensation costs.

Microcontamination Control (MC)

For the first quarter of 2022, MC net sales increased to $266.6 million, up 29%
compared to $207.1 million in the comparable period last year. The sales
increase was mainly due to improved performance across substantially all product
lines. MC reported a segment profit of $98.6 million in the first quarter of
2022, up 40% from $70.6 million in the year-ago period. The segment profit
improvement was primarily due to higher gross profit related to increased sales
volume, partially offset by a 16% increase in operating expenses due to higher
compensation costs.

Advanced Materials Handling (AMH)

For the first quarter of 2022, AMH net sales increased to $198.1 million, up 33%
compared to $148.5 million in the comparable period last year. The sales
increase was mainly due to improved sales from wafer handling, fluid handling
and measurement products. AMH reported a segment profit of $46.7 million in the
first quarter of 2022, up 45% from $32.1 million in the year-ago period. The
segment profit increase was primarily due to higher sales volume, partially
offset by a 23% increase in operating expenses due to higher compensation costs.

Unallocated general and administrative expenses

Unallocated general and administrative expenses totaled $18.2 million in the
first quarter of 2022, compared to $11.4 million in the comparable period last
year. The $6.8 million increase is primarily due to a $5.0 million increase in
deal and transaction costs this quarter related to the pending acquisition of
CMC Materials and $3.0 million increase in donation costs from the comparable
period last year.

Cash and capital resources

We consider the following when assessing our liquidity and capital resources:
In thousands                   April 2, 2022       December 31, 2021
Cash and cash equivalents     $      352,732      $          402,565
Working capital                      997,674                 934,369
Total debt                           937,349                 937,027


The Company has historically financed its operations and capital requirements
through cash flow from its operating activities, long-term loans, lease
financing and borrowings under domestic and international short-term lines of
credit. In connection with the pending acquisition of CMC Materials, pursuant to
the Commitment Letter the Company has secured commitments of $2.495 billion
under the Term Loan B Facility and $895.0 million under the Bridge Facility and
increased commitments of $175.0 million under the Revolving Facility (from
$400.0 million to $575.0 million). In addition, on April 14, 2022, Entegris, via
a wholly-owned escrow subsidiary, completed a private offering of $1.6 billion
aggregate principal amount of 4.750% Senior Secured Notes due 2029.

Based on our analysis, we believe our existing balances of domestic cash and
cash equivalents and our currently anticipated operating cash flows will be
sufficient to meet our cash needs arising in the ordinary course of business for
the next twelve months and for the longer term.

We may seek to take advantage of opportunities to raise additional capital
through additional debt financing or through public or private sales of
securities. If in the future our available liquidity is not sufficient to meet
the Company's operating and debt service obligations as they come due,
management would need to pursue alternative arrangements through additional
equity or debt financing in order to meet the Company's cash requirements. There
can be no assurance that any such financing would be available on commercially
acceptable terms, or at all. To date, in fiscal 2022, we have not experienced
difficulty accessing the capital and credit markets, but future volatility in
the capital and credit markets may increase costs associated with issuing debt
instruments or affect our ability to access those markets. In addition, it is
possible that our ability to access the capital and credit markets could be
limited at a time when we would like, or need, to do so, which could have an
adverse impact on our ability to refinance maturing debt and/or react to
changing economic and business conditions.
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Contents

In summary, our cash flows for each period were as follows:

                                                      Three months ended
(in thousands)                                April 2, 2022       April 3, 

2021

Net cash flow generated by operating activities $63,788 $53,115
Net cash used in investing activities

               (83,282)            

(43,258)

Net cash used in financing activities               (27,595)            

(39,375)

Decrease in cash and cash equivalents               (49,833)            

(32,373)


Operating activities Cash provided by operating activities is net income
adjusted for certain non-cash items and changes in assets and liabilities. Cash
flows provided by operating activities totaled $63.8 million in the three months
ended April 2, 2022, compared to $53.1 million in the three months ended
April 3, 2021. The increase in cash provided by operating activities was
primarily due to higher net income, partially offset by net change in working
capital and other assets and liabilities. The net change in working capital and
other assets and liabilities resulted in a decrease to cash provided by
operating activities of $108.0 million for the three months ended April 2, 2022
compared to a decrease of $80.8 million for the three months ended April 3,
2021.

Changes in working capital and other assets and liabilities for the three months
ended April 2, 2022 were driven primarily by increases in inventories, trade
accounts receivables and income taxes payable. The change for inventory was
driven by an increase in business activity. The change for trade accounts
receivable was primarily due to increased sales activity and days sales
outstanding. The change in income taxes payable was primarily driven by higher
current tax provision.

Investing activities Cash flows used in investing activities totaled $83.3
million in the three months ended April 2, 2022, compared to $43.3 million in
the three months ended April 3, 2021. The change resulted primarily from higher
cash paid for acquisition of property, plant and equipment.

Financing activities Cash used in financing activities totaled $27.6 million
during the three months ended April 2, 2022, compared to cash provided by
financing activities of $39.4 million during the three months ended April 3,
2021. The change was primarily due to the absence of $15.0 million of repurchase
and retirement of common stock. In connection with its pending acquisition of
CMC Materials, the Company suspended its previously announced share repurchase
program in the fourth quarter of 2021 and does not anticipate authorizing a new
repurchase program in 2022.

Our total dividend payments were $13.9 million in the three months ended
April 2, 2022, compared to $10.9 million in the three months ended April 3,
2021. We have paid a cash dividend in each quarter since the fourth quarter of
2017. On April 20, 2022, the Company's Board of Directors declared a quarterly
cash dividend of $0.10 per share to be paid on May 25, 2022 to shareholders of
record on the close of business on May 4, 2022.

Other Liquidity and Capital Resource Considerations

Debt

(In thousands)                                                 April 2, 2022           December 31, 2021
Senior unsecured notes due 2029 at 3.625%                    $      400,000          $          400,000
Senior unsecured notes due 2028 at 4.375%                           400,000                     400,000
Senior secured term loan facility due 2025 at 2.457%                145,000                     145,000
Total debt (par value)                                       $      945,000          $          945,000


In connection with the pending acquisition of CMC Materials, on December 31,
2021, Entegris entered into the Commitment Letter with the Financing Sources,
pursuant to which the Financing Sources (a) committed to provide Entegris (i) a
senior secured first lien term loan B facility in an aggregate principal amount
of up to $4.0 billion, and (ii) a senior unsecured bridge term loan facility in
an aggregate principal amount of up to $895.0 million and (b) to the extent that
such Financing Sources are revolving lenders under Entegris' existing credit
agreement, (i) consented to the acquisition and certain amendments to the terms
of the Revolving Facility and (ii) committed to provide to Entegris additional
revolving credit commitments in an aggregate principal amount of $175.0 million.

On March 2, 2022, the Company launched syndication of the Term Loan B Facility
and completed syndication of $2.495 billion of the commitments under the Term
Loan B Facility with pricing at SOFR plus 3.00%. The Company began incurring
ticking fees associated with the term loan on March 2, 2022 and expects to
continue to incur ticking fees through the closing date of the acquisition of
CMC Materials. The ticking fees will be paid in cash to the term loan lenders on
the closing date. During the quarter ended April 2, 2022, the Company incurred
$4.7 million in ticking fees which were expensed to interest expense in the
Condensed Consolidated Statement of Operations. See Note 6 to the Company's
consolidated financial statements for additional discussions.

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On April 14, 2022, Entegris also issued, via a wholly-owned escrow subsidiary,
$1.6 billion aggregate principal amount of new 4.750% Senior Secured Notes due
2029 and in connection therewith, reduced the commitments under the Term Loan B
Facility to $2.495 billion.

The Company's Revolving Facility has revolving commitments in an aggregate
principal amount of $400.0 million that terminate on April 30, 2026. The Company
intends to increase the commitments under the Revolving Facility by $175.0
million in connection with the closing of the pending acquisition of CMC
Materials. The Revolving Facility bears interest at a rate per annum equal to,
at the Company's option, either a base rate (such as prime rate) or LIBOR, plus,
in each case, an applicable margin. At April 2, 2022, there was no balance
outstanding under the Revolving Facility and we had undrawn outstanding letters
of credit of $0.2 million.

By April 2, 2022the Company complied with all applicable financial covenants under its debt agreements.

The Company also has a line of credit with one bank that provides for borrowings
in Japanese yen for the Company's Japanese subsidiaries, equivalent to an
aggregate of approximately $8.2 million. There were no outstanding borrowings
under this line of credit at April 2, 2022.

Cash and cash requirements

(In thousands)                 April 2, 2022       December 31, 2021
Cash and cash equivalents     $      352,732      $          402,565
 U.S.                                 77,877                 107,814
 Non-U.S.                            274,855                 294,751


Our cash and cash equivalents include cash on hand and highly liquid debt
securities with original maturities of three months or less, which are valued at
cost and approximate fair value. We utilize a variety of funding strategies in
an effort to ensure that our worldwide cash is available in the locations in
which it is needed. We have accrued taxes on any earnings that are not
indefinitely reinvested. No additional withholding taxes have been accrued for
any indefinitely reinvested earnings.

Cash requirements

We have cash requirements to support working capital needs, capital
expenditures, business acquisitions, contractual obligations, commitments,
principal and interest payments on debt and other liquidity requirements
associated with our operations. We generally intend to use available cash and
funds generated from our operations to meet these cash requirements, but in the
event that additional liquidity is required we may also borrow under our
revolving credit facility.

There were no material changes to the cash requirements from our Annual Report
on Form 10-K for the fiscal year ended December 31, 2021, except for interest
payments on long-term debt and new long-term debt. In connection with the
pending acquisition of CMC Materials, on March 2, 2022, the Company launched
syndication of $2.495 billion of commitments under the Term Loan B Facility. The
Company will incur estimated ticking fees that are recorded as interest expense
of $33.4 million associated with the Term Loan B Facility during the period of
March 2, 2022 to the closing date of the acquisition of CMC Materials. In
addition, on April 14, 2022, the Company issued, via a wholly-owned escrow
subsidiary, $1.6 billion aggregate principal amount of 4.750% senior secured
notes due 2029 (see note 10 to the Company's condensed consolidated financial
statements) and the Company expects to incur interest expense of $55.3 million
during 2022 related to the 2029 Secured Notes.

We expect capital expenditure spending to be approximately $500.0 million in
2022, half of which is for our new facility in Taiwan. This new facility will
ultimately support all three of our divisions. As of April 2, 2022, the Company
had outstanding capital purchase obligations of $324.1 million for the
construction or purchase of plant and equipment not yet recorded in the
Company's condensed consolidated financial statements as the Company had not
received the related goods or property as of such date.

Other Planned Uses of Capital. On December 14, 2021, we entered into an
Agreement and Plan of Merger, or the merger agreement, with our wholly-owned
subsidiary, Yosemite Merger Sub, Inc., or merger sub, and CMC Materials.
Pursuant and subject to the terms and conditions of the merger agreement, upon
completion of the transaction, merger sub will merge with and into CMC
Materials, with CMC Materials surviving and continuing as a wholly-owned
subsidiary of Entegris. At the effective time of the pending acquisition, each
outstanding share of common stock of CMC Materials (with certain exceptions set
forth in the merger agreement) will be converted into the right to receive
$133.00 in cash and 0.4506 shares of common stock of Entegris, plus cash in lieu
of any fractional shares. The transaction is subject to certain conditions,
including the receipt of antitrust clearance or approval in China, Japan and
Singapore and other customary closing conditions. We have agreed to operate our
business in the ordinary course during the period between the execution of the
merger agreement and the effective time of the pending acquisition, subject to
specific exceptions set forth in the merger agreement, and have agreed to
certain other customary restrictions on operations, as set forth in the merger
agreement. In connection with the merger agreement, Entegris has obtained debt
financing commitments from Morgan Stanley Senior Funding, Inc. and certain other
financial

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institutions for (i) a senior unsecured bridge term loan facility in an
aggregate principal amount of up to $895.0 million and (ii) a senior secured
first lien term loan B facility in an aggregate principal amount of $2.495
billion. On April 14, 2022, Entegris also issued, via a wholly-owned escrow
subsidiary, $1.6 billion aggregate principal amount of new 4.750% senior secured
notes due 2029. The Company intends to use the net proceeds from the secured
notes offering, together with the borrowings under the Bridge Facility (or other
sources of indebtedness) and the Term Loan B Facility and cash on hand to (a)
finance a portion of the cash consideration of the pending acquisition of CMC
Materials, (b) pay the fees and expenses related to the merger, the secured
notes offering, the Term Loan B Facility, the Bridge Facility and the Amended
Revolving Facility, (c) repay certain existing indebtedness of CMC Materials and
Entegris and (d) in the case of the Term Loan B Facility, finance working
capital and general corporate purposes of Entegris.

As of April 2, 2022, we believe our cash and cash equivalents, cash generated
from operations, and our ability to access the capital markets will satisfy our
cash needs for the foreseeable future both globally and domestically.

Recently Adopted Accounting Standards Refer to Note 1 of the Company’s condensed consolidated financial statements for a discussion of recently adopted accounting standards.

Recently Issued Accounting Pronouncements Refer to Note 1 to the Company’s condensed consolidated financial statements for a discussion of recently issued but not yet adopted accounting pronouncements.

Non-GAAP Information Of the society the summary consolidated financial statements are prepared in accordance with GAAP.

The Company also utilizes certain non-GAAP financial measures as a complement to
financial measures provided in accordance with GAAP in order to better assess
and reflect trends affecting the Company's business and results of operations.
These non-GAAP financial measures include adjusted EBITDA and adjusted operating
income, together with related measures thereof, and non-GAAP earnings per share,
as well as certain other supplemental non-GAAP financial measures included in
the discussion of the Company's financial results.

Adjusted EBITDA is defined by the Company as net income before, as applicable,
(1) income tax expense, (2) interest expense, (3) interest income, (4) other
expense (income), net, (5) charge for fair value write-up of acquired inventory
sold, (6) deal and transaction costs, (7) integration costs, (8) severance and
restructuring costs, (9) amortization of intangible assets and
(10) depreciation. Adjusted operating income is defined by the Company as
adjusted EBITDA exclusive of the depreciation addback noted above. The Company
also utilizes non-GAAP financial measures whereby adjusted EBITDA and adjusted
operating income are each divided by the Company's net sales to derive adjusted
EBITDA margin and adjusted operating margin, respectively.

Non-GAAP EPS is defined by the Company as net income before, as applicable, (1)
charge for fair value write-up of acquired inventory sold, (2) deal and
transaction costs, (3) integration costs, (4) severance and restructuring costs,
(5) loss on extinguishment of debt and modification, (6) term loan ticking fee
(7) amortization of intangible assets, (8) the tax effect of the foregoing
adjustments to net income, stated on a per share basis and (9) tax effect of
legal entity restructuring.

The Company provides supplemental non-GAAP financial measures to help management
and investors to better understand 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 the Company's
business segments and to make operating decisions.

Management believes the Company's non-GAAP measures help indicate the Company's
baseline performance before certain gains, losses or other charges that may not
be indicative of the Company's business or future outlook and offer a useful
view of business performance in that the measures provide a more consistent
means of comparing performance. The Company believes the non-GAAP measures aid
investors' overall understanding of the Company's results by providing a higher
degree of transparency for such items and providing a level of disclosure that
will help investors understand how management plans, measures and evaluates the
Company's business performance. Management believes that the inclusion of
non-GAAP measures provides greater consistency in its financial reporting and
facilitates investors' understanding of the Company's historical operating
trends by providing an additional basis for comparisons to prior periods.

Management uses adjusted EBITDA and adjusted operating income to assist it in
evaluations of the Company's operating performance by excluding items that
management does not consider as relevant in the results of its ongoing
operations. Internally, these non-GAAP measures are used by management for
planning and forecasting purposes, including the preparation of internal
budgets; for allocating resources to enhance financial performance; for
evaluating the effectiveness of operational strategies; and for evaluating the
Company's capacity to fund capital expenditures, secure financing and expand its
business.

In addition, and as a consequence of the importance of these non-GAAP financial
measures in managing its business, the Company's Board of Directors uses
non-GAAP financial measures in the evaluation process to determine management
compensation.

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The Company believes that certain analysts and investors use adjusted EBITDA,
adjusted operating income and non-GAAP EPS as supplemental measures to evaluate
the overall operating performance of firms in the Company's industry.
Additionally, lenders or potential lenders use adjusted EBITDA measures to
evaluate the Company's creditworthiness.

The presentation of non-GAAP financial measures is not meant to be considered in
isolation, as a substitute for, or superior to, financial measures or
information provided in accordance with GAAP. Management strongly encourages
investors to review the Company's condensed consolidated financial statements in
their entirety and to not rely on any single financial measure.

Management notes that the use of non-GAAP measures has limitations, including but not limited to:

First, non-GAAP financial measures are not standardized. Accordingly, the
methodology used to produce the Company's non-GAAP financial measures is not
computed under GAAP and may differ notably from the methodology used by other
companies. For example, the Company's non-GAAP measure of adjusted EBITDA may
not be directly comparable to EBITDA or an adjusted EBITDA measure reported by
other companies.

Second, the Company's non-GAAP financial measures exclude items such as
amortization and depreciation that are recurring. Amortization of intangibles
and depreciation have been, and will continue to be for the foreseeable future,
a significant recurring expense with an impact upon the Company's results of
operations, notwithstanding the lack of immediate impact upon cash flows.

Third, there is no assurance that the Company will not have future charges for
fair value write-up of acquired inventory, restructuring activities, deal costs,
integration costs, or similar items and, therefore, may need to record
additional charges (or credits) associated with such items, including the tax
effects thereon. The exclusion of these items in the Company's non-GAAP measures
should not be construed as an implication that these costs are unusual,
infrequent or non-recurring.

Management considers these limitations by providing specific information
regarding the GAAP amounts excluded from these non-GAAP financial measures and
evaluating these non-GAAP financial measures together with their most directly
comparable financial measures calculated in accordance with GAAP. The
calculations of adjusted EBITDA, adjusted operating income, and non-GAAP EPS,
and reconciliations between these financial measures and their most directly
comparable GAAP equivalents, are presented below in the accompanying tables.

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Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted
EBITDA
                                                            Three months ended
(In thousands)                                      April 2, 2022       April 3, 2021
Net sales                                          $     649,646       $     512,844
Net income                                         $     125,705       $      84,676
Net income - as a % of net sales                            19.3  %             16.5  %
Adjustments to net income
Income tax expense                                        19,875              13,391
Interest expense                                          12,876              11,652
Interest income                                              (12)                (71)
Other expense, net                                         4,902               4,330
GAAP - Operating income                                  163,346             113,978
Operating margin - as a % of net sales                      25.1  %             22.2  %

Deal and transaction costs                                 5,008                   -
Integration costs                                          1,246               2,044
Severance and restructuring costs                              -            

143

Amortization of intangible assets                         12,651            

11,871

Adjusted operating income                                182,251            

128,036

Adjusted operating margin - as a % of net sales             28.1  %             25.0  %
Depreciation                                              23,905              22,095
Adjusted EBITDA                                    $     206,156       $     150,131

Adjusted EBITDA - as a % of net sales                       31.7  %         

29.3%

Reconciliation of GAAP Net Earnings and Earnings Per Share to Non-GAAP Net Earnings and Earnings Per Share

                                                                               Three months ended
(In thousands, except per share data)                                 April 2, 2022           April 3, 2021
Net income                                                          $      125,705          $       84,676
Adjustments to net income

Deal and transaction costs                                                   5,008                       -
Integration costs                                                            1,246                   2,044
Severance and restructuring costs                                                -                     143

Term loan ticking fee                                                        4,683                       -

Amortization of intangible assets                                           12,651                  11,871

Tax effect of adjustments to net income and certain discrete tax
items1                                                                      (4,160)                 (3,221)

Non-GAAP net income                                                 $      145,133          $       95,513

Diluted earnings per common share                                   $         0.92          $         0.62
Effect of adjustments to net income                                           0.14                    0.08
Diluted non-GAAP earnings per common share                          $       

$1.06 0.70

1The tax impact of pre-tax adjustments to net income has been calculated using the applicable marginal tax rate for each respective year.

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