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United States securities and exchange commission logo
March 30, 2023
Gregory Graves
Chief Financial Officer
ENTEGRIS INC
129 Concord Road
Billerica, Massachusetts 01821
Re: ENTEGRIS INC
Form 10-K for the
Year Ended December 31, 2022
Form 8-K Filed
February 14, 2023
File No. 001-32598
Dear Gregory Graves:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Note 20. Segment Information, page F-34
1. With reference to your
page 6 disclosures of the different products sold by your segments,
please tell us what
consideration was given to the guidance in ASC 280-10-50-40 in
determining that your
current disclosures provide adequate information regarding your
products and services.
Form 8-K Filed February 14, 2023
Exhibit 99.1, page 10
2. In your determination
of Adjusted EBITDA, you include adjustments for integration costs
as well as contractual
and non-cash integration costs. You also include an adjustment for
integration costs in
your determination of non-GAAP net income. Please tell us the nature
of these costs. Provide
a breakdown of the types of costs included in these adjustments
Gregory Graves
ENTEGRIS INC
March 30, 2023
Page 2
and describe and quantify each material component. With reference to
the material
components, please tell us what consideration you gave to Question
100.01 of the Non-
GAAP Financial Measures Compliance & Disclosure Interpretations, as
updated
December 13, 2022, in determining it was appropriate to include these
adjustments.
3. You present proforma non-GAAP Net sales. Tell us and disclose if these
pro forma
metrics were prepared in accordance with Article 11 of Regulation S-X.
If such
information has not been prepared in accordance with Article 11,
please revise to disclose
the basis for presentation and revise the description of the measures
accordingly. Refer to
Question 100.05 of the Non-GAAP Measures Compliance and Disclosure
Interpretations
as updated December 13, 2022. Ensure that you appropriately label each
metric
accordingly. Pursuant to Item 10(e)(1)(i) of Regulation S-K, please
also disclose
the reasons why management believes that presentation of this non-GAAP
financial
measure provides useful information to investors as well as any
additional purposes for
which management uses the non-GAAP financial measure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff. You may contact Nudrat Salik at (202) 551-3692
or Jeanne Baker
at (202) 551-3691 with any questions.
Sincerely,
FirstName LastNameGregory Graves
Division of
Corporation Finance
Comapany NameENTEGRIS INC
Office of
Industrial Applications and
March 30, 2023 Page 2 Services
FirstName LastName