GlobeNewswire Inc | Nov 11, 2020 07:00PM EST

November 12, 2020

Fourth Quarter

-- Revenue of $274.2 Million, 1.6% Lower than Last Year Primarily Due to Decline in Pipeline Performance Products Revenue Due to COVID-19 Impact -- Diluted Earnings Per Share (EPS) of $1.25; Adjusted Diluted EPS1of $1.96, 16.0% Higher than Last Year

Full Fiscal Year 2020

-- Record Revenue of $1,116.3 Million, 7.6% Higher than Last Year Primarily Due to KMG Acquisition; Revenue Increased 1.5% Compared to Full Fiscal Year 2019 Pro Forma Revenue1Primarily Due to Growth in CMP Slurries and Higher Wood Treatment Revenue -- Record Diluted EPS of $4.83, 257.8% Higher than Last Year; Record Adjusted Diluted EPS1of $7.47, 11.0% Higher than Last Year

AURORA, Ill., Nov. 11, 2020 (GLOBE NEWSWIRE) -- CMC Materials, Inc.2(Nasdaq: CCMP), a leading global supplier of consumable materials to semiconductor manufacturers and pipeline companies, today reported financial results for its fourth quarter and full fiscal year 2020, which ended September30, 2020.

Key Highlights

Total revenue decreased 1.6% in the fourth quarter compared to the same quarter last year as stronger demand in CMP slurries and electronic chemicals as well as higher wood treatment revenue were offset by lower revenue in pipeline performance products and CMP pads. Net income for the quarter was $36.9 million compared to a loss of $20.2 million in the prior year primarily due to the impairment charge the company took for its strategic decision to exit the wood treatment business in the prior year. Adjusted EBITDA was $84.0 million, down 1.5% compared with the prior year. Full year revenue was a record and increased 7.6% compared to the last year primarily due to a full year of revenue from the company's acquisition of KMG Chemicals, Inc. in November of 2018, growth in CMP slurries and higher wood treatment revenue. During the year the company generated $287.3 million in cash flow from operations, and had $257.4 million of cash on hand and $921.4 million in total debt as of the end of the fiscal year.

I am proud of our performance, delivering another year of record revenue and profitability despite the challenging and unprecedented environment caused by the COVID-19 pandemic, which demonstrates our strong execution and robust businesses. We are most grateful for the overall well-being of our employees, and I would like to thank our global teams for their dedication to driving our record results, said David Li, President and CEO of CMC Materials. In fiscal 2021, we expect to see continued strong demand from our semiconductor customers driven by advanced node transitions to support new technologies including 5G, as well as improving fundamentals and demand from our pipeline customers. We also started the year with the rebranding of our company to CMC Materials, which we believe embodies our focus on delivering innovative, high value, specialty materials to our customers globally.

1Refer to financial tables and Use of Certain GAAP, non-GAAP Adjusted Financial Information in the press release below for information about these non-GAAP financial measures and reconciliations of these non-GAAP measures to their most comparable GAAP measure.2Formerly known as Cabot Microelectronics Corporation until October 1, 2020

Key Financial Information for the Fourth Quarter

-- Revenue was $274.2 million, 1.6% lower than the revenue reported in the same quarter last year. Revenue was down 0.2% compared to the prior quarter primarily due to lower revenue in CMP pads and pipeline performance products, which more than offset higher revenue in CMP slurries and electronic chemicals.

-- Net income was $36.9 million compared to a loss of $20.2 million last year. Adjusted net income was $58.0 million, 16.1% higher compared to adjusted net income in the prior year. Adjusted net income benefited from lower operating expenses, lower interest expense and lower taxes compared to the same quarter last year. -- Diluted EPS was $1.25. Adjusted diluted EPS was $1.96, 16.0% higher than adjusted diluted EPS in the same quarter last year. -- Adjusted EBITDA was $84.0 million, down 1.5% compared to last year. Adjusted EBITDA margin for the quarter was 30.6%, comparable to adjusted EBITDA margin of 30.6% in the same quarter last year.

Electronic Materials Revenue was $222.8 million for the quarter, 2.5% higher than revenue in the same quarter last year. Higher revenue in CMP slurries and electronic chemicals more than offset lower revenue in CMP pads. Adjusted EBITDA was $71.4 million, or 32.0% of revenue.

Performance Materials Revenue was $51.4 million for the quarter, 16.0% lower than revenue in the same quarter last year, driven primarily by a pandemic-related decline in demand for pipeline performance products. Higher revenue in the wood treatment and QED businesses partially offset this impact. Adjusted EBITDA was $22.4 million, or 43.6% of revenue.

Key Financial Information for the Full Fiscal Year 2020

-- Revenue was a record $1,116.3 million, 7.6% higher than the revenue reported in the prior year primarily due to the full year impact of the KMG acquisition. Revenue was 1.5% higher compared to the $1,099.7 million pro forma revenue in the fiscal year 2019 primarily due to higher revenue in CMP slurries and wood treatment products. -- Net income was a record $142.8 million, 264.2% higher than the prior year. Adjusted net income was a record $220.8 million, 12.9% higher compared to adjusted net income in the prior year, and 11.3% higher than adjusted pro forma net income last year. The increase compared to adjusted pro forma net income was due primarily to higher revenue, lower operating expenses, and lower interest expense in fiscal year 2020. -- Diluted EPS was a record $4.83, 257.8% higher than the prior year. Adjusted diluted EPS was a record $7.47, 11.0% higher than adjusted diluted EPS in the prior year and 11.2% higher than adjusted pro forma diluted EPS in the prior year. -- Adjusted EBITDA was a record $357.8 million, up 7.3% compared to adjusted EBITDA last year and up 3.6% compared to adjusted pro forma EBITDA in the prior year. Adjusted EBITDA margin was 32.1%, compared to adjusted EBITDA margin of 32.1% and adjusted pro forma EBITDA margin of 31.4% in the prior year.

Guidance for the First Quarter and Full Fiscal Year 2021

With continued uncertainty as to the ongoing macroeconomic environment and the impact of the COVID-19 pandemic on the industries in which the company participates, the company currently expects revenue in the first quarter of fiscal 2021 to be approximately flat to up low single digits compared to the companys revenue in the fourth quarter. Sequentially, Electronic Materials revenue is expected to be approximately flat to up low single digits and Performance Materials revenue is expected to be approximately flat.

The company currently expects full fiscal year 2021 adjusted EBITDA to be between $358 million and $385 million.

Additional current expectations are provided on slide 9 in the related slide presentation.

RELATED SLIDE PRESENTATION

A slide presentation related to this press release will be available atcmcmaterials.comin the Quarterly Results section of the Investor Relations center at approximately the same time that this press release is issued.

CONFERENCE CALL

CMC Materials quarterly earnings conference call will be held at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on Thursday, November 12. The conference call will be available via live webcast and replay from the companys website, cmcmaterials.com, or by phone at (833) 714-0937. Callers outside the U.S. may dial (778) 560-2685. The conference code for the call is 7063856. A transcript of the formal comments made during the conference call will also be available in the Investor Relations section of the companys website.

ABOUT CMC MATERIALS, INC.

CMC Materials, Inc., headquartered in Aurora, Illinois, is a leading global supplier of consumable materials to semiconductor manufacturers and pipeline companies. The companys products play a critical role in the production of advanced semiconductor devices, helping to enable the manufacture of smaller, faster and more complex devices by its customers. CMC Materials, Inc. is also a leading provider of performance materials to pipeline operators. The company's mission is to create value by delivering high-performing and innovative solutions that solve its customers challenges. The company has approximately 2,100 employees globally. For more information about CMC Materials, Inc., visit www.cmcmaterials.com, or contact Colleen Mumford, Vice President, Communications and Marketing, at 630-499-2600.

USE OF CERTAIN GAAP AND NON-GAAP ADJUSTED FINANCIAL INFORMATION

The companys financial results are provided in accordance with accounting principles generally accepted in the United States of America (GAAP) and using certain non-GAAP financial measures. In particular, the Company presents the following non-GAAP financial measures: adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin, free cash flow, and net debt. The company has also presented the following non-GAAP pro forma measures: adjusted pro forma EBITDA, adjusted pro forma EBITDA margin, adjusted pro forma net income and adjusted pro forma diluted earnings per share. Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, and excludes certain items that affect comparability from period to period. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue. The non-GAAP pro forma measures present the results as if the companys acquisition of KMG Chemicals, Inc. (KMG)(Acquisition), had been included in the companys results beginning October 1, 2018 and adjusts for certain items that affect comparability from period to period.

The non-GAAP financial measures provided in this press release is a supplement to, and not a substitute for, the companys financial results presented in accordance with U.S. GAAP. These non-GAAP financial measures are provided to enhance the investor's understanding about the company's ongoing operations. Specifically, the company believes the impact of the adjustments related to the Acquisition, such as expenses incurred to complete the Acquisition and related integration and acquisition-related amortization expenses, costs of restructuring related to the wood treatment business and related adjustments in fiscal 2020, costs related to the KMG-Bernuth warehouse fire net of insurance recovery, costs incurred in fiscal 2020 related to the COVID-19 pandemic (Pandemic) net of grants received, the effects of Tax Cuts and Jobs Act in December 2017 in the United States (Tax Act) and the issued final regulations related to the Tax Act, and in fiscal 2019, impact of fair value adjustments to inventory acquired from KMG, are not indicative of its core operating results and thus presents these certain measures excluding these effects. The presentation of non-GAAP financial measures and non-GAAP pro forma measures is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with U.S. GAAP. Reconciliations of non-GAAP measures to their most comparable GAAP measures are included in the financial statements portion of this press release.

Adjusted EBITDA for the Electronic Materials and Performance Materials segments is presented in conformity with Accounting Standards Codification Topic 280, Segment Reporting. This measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, this measure is excluded from the definition of non-GAAP financial measures under the SEC Regulation G and Item 10(e) of Regulation S-K.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements, which address a variety of subjects including, for example, future sales and operating results; growth or contraction, and trends in the industries and markets in which the company participates such as the semiconductor, and oil and gas, industries; the acquisition of, investment in, or collaboration with other entities, including the companys acquisition of KMG, and the expected benefits and synergies of such acquisitions; divestment or disposition, or cessation of investment in certain, of the companys businesses; new product introductions; development of new products, technologies and markets; product performance; the financial conditions of the company's customers; the competitive landscape that relates to the companys business; the company's supply chain; natural disasters; various economic or political factors and international or national events, including related to global public health crises such as the COVID-19 pandemic, and the enactment of trade sanctions, tariffs, or other similar matters; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property or third party intellectual property; environmental, health and safety laws and regulations, and related compliance; the operation of facilities by the company; the company's management; foreign exchange fluctuation; the company's current or future tax rate, including the effects of changes to tax laws in the jurisdictions in which the company operates; cybersecurity threats; financing facilities and related debt, pay off or payment of principal and interest, and compliance with covenants and other terms; and, uses and investment of the company's cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason by the company, based on a variety of factors. Statements that are not historical facts, including statements about CMC Materials beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations of CMC Materials management and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. For information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to CMC Materials filings with the Securities and Exchange Commission (SEC), including the risk factors contained in CMC Materials Annual Report on Form 10-K for the fiscal year ended September 30, 2020 to be filed by November 27, 2020, its Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Except as required by law, CMC Materials undertakes no obligation to update forward-looking statements made by it to reflect new information, subsequent events or circumstances.

Contact:Colleen MumfordVice President, Communications and MarketingCMC Materials, Inc.(630) 499-2600

CMC MATERIALS, INC.CONSOLIDATED STATEMENTS OF INCOME(Unaudited and amounts in thousands, except per share amounts)

Quarter Ended Year Ended September June 30, September September 30, September 30, 30, 2020 2020 30, 2019 2020 2019 Revenue $ 274,207 $ 274,727 $ 278,645 $ 1,116,270 $ 1,037,696 Cost of sales 157,144 152,973 165,535 627,669 595,043 Gross profit 117,063 121,754 113,110 488,601 442,653 Operating expenses:Research,development 14,105 12,165 12,698 52,311 51,707 and technicalSelling,general and 54,576 51,847 50,663 217,071 213,078 administrativeAssetimpairment 2,314 ? 67,372 2,314 67,372 chargesTotaloperating 70,995 64,012 130,733 271,696 332,157 expenses Operating 46,068 57,742 (17,623 ) 216,905 110,496 income (loss)Interest 9,431 10,406 12,703 42,510 45,681 expenseInterest 81 131 342 670 2,346 incomeOther (110 ) (201 ) (1,158 ) (1,718 ) (4,055 )(expense), netIncome (loss)before income 36,608 47,266 (31,142 ) 173,347 63,106 taxesProvision forincome taxes (247 ) 12,741 (10,899 ) 30,519 23,891 (benefit) Net income $ 36,855 $ 34,525 $ (20,243 ) $ 142,828 $ 39,215 (loss) Basic earnings(loss) per $ 1.27 $ 1.19 $ (0.70 ) $ 4.90 $ 1.37 share Dilutedearnings $ 1.25 $ 1.17 $ (0.70 ) $ 4.83 $ 1.35 (loss) pershare Weightedaverage basic 29,082 29,079 29,084 29,136 28,571 sharesoutstanding Weightedaverage 29,520 29,456 29,084 29,580 29,094 diluted sharesoutstanding

CMC MATERIALS, INC.CONSOLIDATED CONDENSED BALANCE SHEETS(Unaudited and amounts in thousands)

September 30, September 30, 2020 2019ASSETS: Current assets: Cash and cash equivalents $ 257,354 $ 188,495 Accounts receivable, net 134,023 146,113 Inventories 159,134 145,278 Prepaid expenses and other current assets 26,558 28,670 Total current assets 577,069 508,556 Property, plant and equipment, net 362,067 276,818 Other long-term assets 1,437,331 1,476,392 Total assets $ 2,376,467 $ 2,261,766 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $ 49,254 $ 54,529 Current portion of long-term debt 10,650 13,313 Accrued expenses, income taxes payable and 121,442 103,618 other current liabilitiesTotal current liabilities 181,346 171,460 Long-term debt, net of current portion 910,764 928,463 Other long-term liabilities 210,044 181,466 Total liabilities 1,302,154 1,281,389 Stockholders' equity 1,074,313 980,377 Total liabilities and stockholders' equity $ 2,376,467 $ 2,261,766

CMC MATERIALS, INC.Unaudited Reconciliation of Certain GAAP Financial Measures to Certain Non-GAAP Financial Measures (Unaudited and amounts in thousands, except per share and percentage amounts)

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income Three Months Ended Twelve Months Ended September September September September 30, 2020 30, 2019 30, 2020 30, 2019GAAP Net income (loss) $ 36,855 $ (20,243 ) $ 142,828 $ 39,215 Amortization ofacquisition related 21,391 16,685 85,550 59,921 intangiblesAcquisition andintegration-related 3,067 1,601 10,852 34,709 expensesCosts related toKMG-Bernuth warehouse (137 ) 5,455 1,078 9,905 fire, net of insurancerecoveryNet costs related torestructuring of wood 72 1,530 (216 ) 1,530 treatment business^1Costs related to Pandemic, 500 ? 849 ? net of grants receivedCharges for fair valuewrite-up of acquired ? ? ? 14,869 inventory soldU.S. tax reform 9 36 47 8,905 Charges related to assetimpairment of wood 2,314 67,372 2,314 67,372 treatmentTax effect on adjustments (6,092 ) (22,510 ) (22,456 ) (40,742 )to net income^2Adjusted Net income $ 57,979 $ 49,926 $ 220,846 $ 195,684

Reconciliation of GAAP Diluted Earnings Per Share to Non-GAAP Adjusted DilutedEarnings Per Share Three Months Ended Twelve Months Ended September September September September 30, 2020 30, 2019 30, 2020 30, 2019GAAP Diluted earnings $ 1.25 $ (0.70 ) $ 4.83 $ 1.35 (loss) per shareAdjustments (net of tax) ^2 :Amortization ofacquisition related 0.56 0.45 2.26 1.59 intangiblesAcquisition andintegration-related 0.08 0.05 0.28 1.06 expensesCosts related toKMG-Bernuth warehouse ? 0.15 0.03 0.26 fire, net of insurancerecoveryNet costs related torestructuring of wood ? 0.04 (0.01 ) 0.04 treatment business^1Costs related to thePandemic, net of grants 0.01 ? 0.02 ? receivedCharges for fair valuewrite-up of acquired ? ? ? 0.39 inventory soldCharges related to assetimpairment of wood 0.06 1.70 0.06 1.73 treatmentU. S tax reform ? ? ? 0.31 Adjusted Diluted $ 1.96 $ 1.69 $ 7.47 $ 6.73 earnings per share GAAP diluted common 29,520 29,084 29,580 29,094 shares outstandingEffect of dilutive ? 526 ? ? securitiesAdjusted diluted common 29,520 29,610 29,580 29,094 shares outstanding

Reconciliation of GAAP Revenue to Non-GAAP Adjusted Gross Profit and GrossMargin Three Months Ended Twelve Months Ended September September September 30, September 30, 30, 2020 30, 2019 2020 2019GAAP Revenue $ 274,207 $ 278,645 $ 1,116,270 $ 1,037,696 Cost of sales 157,144 165,535 627,669 595,043 Gross profit $ 117,063 $ 113,110 $ 488,601 $ 442,653 Gross margin 42.7 % 40.6 % 43.8 % 42.7 % Adjustments: Amortization ofacquisition related 3,487 3,247 13,552 12,589 intangiblesCosts related toKMG-Bernuth warehouse (137) 5,294 1,078 9,494 fire, net ofinsurance recoveryNet costs related torestructuring of wood 72 1,530 (216) 1,530 treatment business^1Costs related to thePandemic, net of 277 ? 506 ? grants receivedCharges for fairvalue write-up of ? ? ? 14,869 acquired inventorysoldAdjusted gross profit $ 120,762 $ 123,181 $ 503,521 $ 481,135 Adjusted gross margin 44.0 % 44.2 % 45.1 % 46.4 %

Reconciliation of GAAP Operating expenses to Non-GAAP Adjusted Operatingexpenses Three Months Ended Twelve Months Ended September September September September 30, 2020 30, 2019 30, 2020 30, 2019GAAP Research, development $ 14,105 $ 12,698 $ 52,311 $ 51,707 and technicalGAAP Selling, general, and 54,576 50,663 217,071 213,078 administrativeGAAP Asset impairment 2,314 67,372 2,314 67,372 chargesOperating expenses $ 70,995 $ 130,733 $ 271,696 $ 332,157 Adjustments^3 : Amortization ofacquisition related (17,904 ) (13,438 ) (71,998 ) (47,332 )intangiblesAcquisition andintegration-related (3,067 ) (1,601 ) (10,852 ) (34,709 )expensesCosts related toKMG-Bernuth warehouse ? (161 ) ? (411 )fire, net of insurancerecoveryCosts related to thePandemic, net of grants (223 ) ? (343 ) ? receivedCharges related to assetimpairment of wood (2,314 ) (67,372 ) (2,314 ) (67,372 )treatmentAdjusted operating $ 47,487 $ 48,161 $ 186,189 $ 182,333 expenses

Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA and EBITDA Margin Three Months Ended Twelve Months Ended September September September September 30, 2020 30, 2019 30, 2020 30, 2019GAAP Net income (loss) $ 36,855 $ (20,243) $ 142,828 $ 39,215 Interest expense 9,431 12,703 42,510 45,681 Interest income (81) (342) (670) (2,346) Provision for income (247) (10,899) 30,519 23,891 taxes (benefit)Depreciation & 32,221 28,116 127,737 98,592 amortizationEBITDA 78,179 9,335 342,924 205,033 EBITDA margin 28.5 % 3.4 % 30.7 % 19.8 % Adjustments (pre-tax): Acquisition andintegration-related 3,067 1,601 10,852 34,709 expensesCosts related toKMG-Bernuth warehouse (137) 5,455 1,083 9,905 fire, net of insurancerecoveryNet costs related torestructuring of wood 72 1,530 (221) 1,530 treatment business^1Costs related to thePandemic, net of grants 500 ? 849 ? receivedCharges for fair valuewrite-up of acquired ? ? ? 14,869 inventory soldCharges related toasset impairment of 2,314 67,372 2,314 67,372 wood treatmentAdjusted EBITDA $ 83,995 $ 85,293 $ 357,801 $ 333,418 Adjusted EBITDA margin 30.6 % 30.6 % 32.1 % 32.1 %

Fiscal Year 2021 Guidance Reconciliation ^4 Fiscal Year 2021 Fiscal Year 2021 Low HighNet income $ 142,000 $ 163,000 Interest expense, net^5 39,000 39,000 Provision for income taxes^5 40,000 46,000 Depreciation^5 52,500 52,500 Amortization 85,000 85,000 Adjusted EBITDA Guidance - Consolidated $ 358,500 $ 385,500

Reconciliation of Cash Flow From Operations to Free Cash Flow September 30, September 30, 2020 2019Net cash provided by operating activities $ 287,284 $ 174,981 Less: Capital expenditures 125,839 55,972 Free cash flow $ 161,445 $ 119,009 Net cash used in investing activities $ (124,252 ) $ (1,232,976 ) Net cash provided by (used in) financing $ (97,656 ) $ 894,432 activities

Reconciliation of GAAP Debt to Net Debt September 30, 2020 September 30, 2019Total short-term and long-term debt $ 921,414 $ 941,776 Less: Cash and cash equivalents 257,354 188,495 Total net debt $ 664,060 $ 753,281

1 Represents adjustments to previously recorded severance liability related to the wood treatment business.2 Tax effect on the adjustments were calculated using the U.S. Federal and state blended tax rate for the respective periods as the related adjustments are mainly U.S. driven. 3 All the adjustments are related to the Selling, general and administrative expenses.4 This is a reconciliation of our indicated full year net income to our adjusted EBITDA. The amounts above may not reflect certain future charges costs and/or gains that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance, including impairment charges associated with the anticipated closure of our wood treatment business. 5 Amounts represent the mid-point of the current financial guidance provided on November 11, 2020.

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following Unaudited Pro Forma Condensed Combined Financial Information is presented to illustrate the estimated effects of the companys acquisition of KMG (the Acquisition), which was consummated on November 15, 2018 (the Acquisition Date), based on the historical results of operations of CMC Materials and KMG. The following Unaudited Pro Forma Condensed Combined Statements of Income for the twelve months ended September 30, 2019 are based on the historical financial statements of CMC Materials and KMG after giving effect to the Acquisition, and the assumptions and adjustments described in the accompanying notes to these Unaudited Pro Forma Condensed Combined Statements of Income.

The historical CMC Materials Consolidated Statement of Income for the twelve months ended September 30, 2019 was based upon and should be read in conjunction with, the CMC Materials historical audited consolidated financial statements and accompanying notes as of and for the year ended September 30, 2019 included in CMC Materials Annual Report on Form 10-K filed on November 27, 2019. The historical KMG Consolidated Statements of Income for the twelve months ended September 30, 2019 includes information derived from KMGs books and records. Prior to the Acquisition, KMG was on a July 31st fiscal year end reporting cycle. These pro forma financials include KMGs actual pre-acquisition results with the months aligned to CMC Materials fiscal periods, and therefore, they do not align with consolidated financial statements included in KMGs Quarterly or Annual Reports on Form 10-Q or 10-K.

The Unaudited Pro Forma Condensed Combined Statements of Income are presented as if the Acquisition had been consummated on October 1, 2017, the first business day of our 2018 fiscal year, and combine the historical results of CMC Materials and KMG, which is consistent with internal management reporting, after primarily giving effect to the following assumptions and adjustments:

-- Application of the acquisition method of accounting; -- Elimination of transaction costs incurred in connection with the Acquisition; -- Adjustments to reflect the new financing arrangements entered into and legacy financing arrangements retired in connection with the Acquisition; -- The exchange of 0.2000 share(s) of Cabot Microelectronics common stock for each share of KMG common stock; and -- Conformance of accounting policies.

The Unaudited Pro Forma Condensed Combined Financial Information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition. We utilized estimated fair values at the Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. This allocation was completed in the first quarter of fiscal year 2020.

The Unaudited Pro Forma Condensed Combined financial information has been prepared on the basis of SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of the dates indicated, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying Unaudited Pro Forma Condensed Combined Statements of Income do not reflect any additional anticipated synergies, operating efficiencies, cost savings, or any integration costs that may result from the Acquisition.

The historical consolidated financial information has been adjusted in the accompanying Unaudited Pro Forma Condensed Combined Statements of Income to give effect to unaudited pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) are expected to have a continuing impact on the results of operations of the combined company. As a result, under SEC Regulation S-X Article 11, certain non-recurring expenses such as deal costs and compensation expenses related to severance or accelerated stock compensation and certain non-cash costs related to the fair value step-up of inventory are eliminated from pro forma results in the periods presented. Certain recurring historical KMG expenses related to depreciation, amortization, financing costs and costs of sales have been adjusted as if the Acquisition had occurred on October 1, 2017.

The Unaudited Pro Forma Condensed Combined Financial Information, including the related notes included herein,should be read in conjunction with CMC Materials Current Report on Form 8-K/A filed on January 30, 2019, as well as our consolidated financial statements included in this release and the historical consolidated financial statements and related notes of CMC Materials and KMG, which are available to the public at the SECs website at www.sec.gov.

CMC Materials, Inc.Unaudited Pro Forma Condensed Combined Statement of IncomeFor the Year Ended September 30, 2019(in thousands, except per share data)

KMG CMC Materials Chemicals^ (1) Year Ended October 1, Presentation Pro Forma September 30, 2018 to Reclassification Adjustments^ Pro Forma 2019 November 14, ^(2) (3) Combined 2018 Revenue $ 1,037,696 $ 61,978 $ ? $ ? $ 1,099,674 Cost of sales 595,043 36,534 4,741 (13,015 ) 623,303 Gross profit 442,653 25,444 (4,741 ) 13,015 476,371 Operating expenses:Distribution ? 4,741 (4,741 ) ? ? expensesResearch,development 51,707 ? ? ? 51,707 and technicalSelling,general and 213,078 40,504 ? (31,824 ) 221,758 administrativeexpensesAmortization ? 1,943 ? (1,943 ) ? of intangiblesAssetimpairment 67,372 ? ? (16,186 ) 51,186 chargesTotaloperating 332,157 47,188 (4,741 ) (49,953 ) 324,651 expensesOperating 110,496 (21,744 ) ? 62,968 151,720 income (loss)Interest 45,681 8,537 ? (475 ) 53,743 expenseInterest 2,346 51 ? ? 2,397 incomeDerivativefair value ? 567 ? (567 ) ? gainOther (4,055 ) (258 ) ? ? (4,313 )(expense), netIncome (loss)before income 63,106 (29,921 ) ? 62,876 96,061 taxesProvision forincome taxes 23,891 (3,722 ) ? 6,219 26,388 (benefit)Net income $ 39,215 $ (26,199 ) $ ? $ 56,657 $ 69,673 (loss) Basic earnings $ 1.37 $ 2.40 per share Weightedaverage basic 28,571 28,979 sharesoutstanding Dilutedearnings per $ 1.35 $ 2.36 share Weightedaverage 29,094 29,502 diluted sharesoutstanding

1 KMG results that occurred prior to the Acquisition onNovember 15, 2018.2 Represents the reclassification of KMG distribution expenses from operating expenses to cost of sales, in order to conform with CMC Materials accounting policies.3 Certain pro forma adjustments related to depreciation, amortization, financing costs and costs of sales have been made for the October 1, 2018 to September 30, 2019 period assuming that the Acquisition occurred on October 1, 2017. Additionally, nonrecurring pro forma adjustments have been made for deal costs, compensation expenses related to severance or accelerated stock compensation, and the fair value step-up of inventory directly attributable throughout the twelve-month period.

CMC Materials, Inc.Summary of Unaudited Pro Forma Adjustments

(in thousands) Year Ended September 30, 2019Impact to cost of sales: Depreciation and amortization, net^(a) $ 1,855 Inventory step-up^(b) (14,870 )Impact to cost of sales $ (13,015 ) Impact to operating expense: Depreciation and amortization step up^(a) 30,689 Asset impairment true up^(c) (16,186 )Compensation expense^(d) (38,099 )Deal costs^(e) (24,414 )Historical KMG amortization in other operating (1,943 )expenses removal^(a)Impact to operating expense $ (49,953 ) Derivative fair value gain^(f) (567 ) Interest expense^(g) (475 )

Adjustments included in the accompanying Unaudited Pro Forma Condensed Combined Statements of Income are as follows:

-- Depreciation and amortization expense are adjusted by removing depreciation and amortization associated with legacy KMG assets and assigning a pro forma expense based on the fair value of the assets on the date of the Acquisition. For periods after the date of the Acquisition, there is no pro forma adjustment for Depreciation and actual booked depreciation is reflected on a straight-line basis. Depreciation costs are allocated to costs of sales and selling, general and administrative expenses based on historical KMG allocations. Amortization costs are allocated to costs of sales or selling, general and administrative expense based on the use of the asset, where applicable. -- Cost of sales is impacted by increased inventory balance caused by the non-cash impact of the step up to fair value of the inventory. The incremental costs of sales driven by the inventory step-up during the period have been removed. -- During the fiscal year ended September 30, 2019, an impairment charge in the amount of $67.4 million was incurred related to the Wood Treatment business, which was acquired from KMG. While still within the one-year remeasurement period after the Acquisition Date, it was determined that the facts and circumstances that triggered the impairment were not known, or could have been reasonably known, at the time of the transaction. Further, it was determined that the impairment charge was not directly attributable to the transaction and therefore, would not be wholly removed for purposes of pro forma reporting. Since the impairment charge taken for September 2019 reported results was based on the actual Acquisition Date while the pro forma financials are based upon an October 1, 2017 acquisition date, the pro forma adjustment of $16.2 million to reduce the impairment charge to $51.2 million for pro forma results is required. This adjustment reflects the difference between amortization and depreciation expense recognized post-acquisition from the earlier pro forma acquisition date vs. the amortization and depreciation expense recognized in reported results from the actual Acquisition Date. The impairment adjustment is tax effected at 25.3%, which considers the taxing jurisdictions where the impaired assets are held (United States and Mexico) and the period for which the impairment is deemed to have occurred (the twelve months ended September 30, 2019). -- Directly attributable and non-recurring compensation expense related to non-recurring retention expenses and stock award vesting directly attributable to the Acquisition are removed for pro forma purposes. For KMG stock awards that were replaced by CMC Material stock awards in connection with the Acquisition, the vesting for on-going service expenses are added as a pro forma adjustment. -- The elimination of non-recurring deal costs incurred in connection with the Acquisition. -- As a result of the Acquisition, there were non-recurring costs incurred by KMG as a result of retiring old debt. The costs associated with retiring the old debt facility and other financial instruments are removed for pro forma purposes. These instruments were retired as a result of the Acquisition and are not included in the pro forma results, which are presented as if the Acquisition had occurred on October 1, 2017. -- Changes in interest expense as a result of financing associated with the Acquisition. The adjustments remove legacy KMG interest costs, including unused revolver fees and adds the costs associated with the new financing facilities as if the Acquisition occurred on October 1, 2017. The calculation of interest expense considers the changing LIBOR rate and uses monthly period end averages from October 1, 2017 to September 30, 2019.

We calculated the income tax effect of the pro forma adjustments using a 21.4% tax rate, which represents the weighted average statutory tax rate for the year ended September 30, 2019.

We calculated the unaudited pro forma weighted average number of diluted shares outstanding by adding the number of shares issued in the Acquisition to the amount disclosed in the historical CMC Quarterly and Annual Reports on Form 10-Q and 10-K. The basic and diluted EPS calculation takes pro forma net income divided by the applicable number of shares outstanding.

Reconciliation of Pro Forma and Non-GAAP Adjusted Pro Forma Information

The company reports its financial results in accordance with U.S. GAAP and pro forma information in accordance with SEC Regulation S-X Article 11. However, management believes that certain non-GAAP financial measures that reflect the way that management evaluates the business may provide investors with additional information regarding the companys results, trends and ongoing performance on a comparable basis. These measures, referred to as, adjusted pro forma, begin with pro forma results that are prepared in accordance with SEC Regulation S-X Article 11 and are then adjusted for the following additional items:

-- Removal of amortization of acquisition related intangibles, since management believes that these costs are not indicative of the companys core operating performance. -- Removal of integration expenses. -- Adjustment for U.S. Tax Reform, which represents a significant item affecting comparability among periods. -- Removal of certain costs related to a warehouse fire at KMG-Bernuth and the restructuring and asset impairment charges of wood treatment business.

Reconciliations for these items are provided below. Amounts in thousands, except per share and percentage amounts.

Unaudited Reconciliation of Pro Forma Net Income to Non-GAAP Adjusted Pro FormaNet Income Twelve Months Ended September 30, 2019Pro forma net income $ 69,673 Adjustments (net of tax): Amortization of acquisition related intangibles 70,913 Integration expenses 1,913 Costs related to KMG-Bernuth warehouse fire 7,683 Costs related to restructuring of wood treatment business 1,075 Charges related to asset impairment of wood treatment business 38,215 U. S tax reform 8,905 Adjusted pro forma net income $ 198,377

Unaudited Reconciliation of Pro Forma Revenue to Non-GAAP Adjusted Pro FormaGross Profit and Gross Margin Twelve Months Ended September 30, 2019Pro forma revenue $ 1,099,674 Cost of sales 623,303 Gross profit and gross margin 476,371 43.3 %Adjustments: Amortization of acquisition related intangibles 13,879 1.3 %Costs related to KMG-Bernuth warehouse fire 9,494 0.9 %Costs related to restructuring of wood treatment business 1,530 0.1 %Adjusted pro forma gross profit and adjusted gross margin $ 501,274 45.6 %

Unaudited Reconciliation of Pro Forma Diluted Earnings (Loss) Per Share toNon-GAAP Adjusted Pro Forma Diluted Earnings Per Share Twelve Months Ended September 30, 2019Pro forma diluted earnings per share $ 2.36 Adjustments (net of tax)^1: Amortization of acquisition related intangibles 2.40 Integration expenses 0.06 Costs related to KMG-Bernuth warehouse fire 0.26 Costs related to restructuring of wood treatment business 0.04 Charges related to asset impairment of wood treatment business 1.30 U. S tax reform 0.30 Adjusted pro forma diluted earnings per share $ 6.72

1 Tax effect on the adjustments was calculated using the U.S. Federal and state blended tax rate for the respective periods as the related adjustments are mainly U.S. driven.

Unaudited Reconciliation of Pro Forma Revenue to Non-GAAP Adjusted Pro FormaEBITDA and EBITDA Margin Twelve Months Ended September 30, 2019Pro forma net income $ 69,673 Interest expense 53,743 Interest income (2,397 ) Depreciation and amortization 132,942 Provision for income taxes 26,388 Pro forma EBITDA and EBITDA margin 280,349 25.5 %Adjustments (pre-tax): Integration expenses 2,465 0.2 %Costs related to KMG-Bernuth warehouse fire 9,905 0.9 %Costs related to restructuring of wood treatment 1,530 0.1 %businessCharges related to asset impairment of wood treatment 51,186 4.7 %businessAdjusted pro forma EBITDA and EBITDA margin $ 345,435 31.4 %