~~Table~~UNITED ~~of Contents~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~ 10-K

~~FORM~~x ~~10-K~~ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

þFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 31, 132013 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the fiscal year ended December 31, 2012~~ or

or¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from to~~ 1-16239

~~Commission~~ATMI, ~~file number: 1-16239~~ Inc.

~~ATMI,~~(Exact ~~Inc.~~ name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)



Delaware		06-1481060
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7 Commerce Drive, Danbury, CT		06810
(Address of principal executive offices)		(Zip Code)

Delaware		06-1481060
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7 Commerce Drive, Danbury, CT		06810
(Address of principal executive offices)		(Zip Code)

203-794-1100

~~203-794-1100~~(Registrant’s telephone number, including area code)

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area code~~Section 12(b) of the Act:

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



Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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

~~Securities registered pursuant to Section 12(g) of the Act:~~ None

~~None~~(Title of class)

~~(Title~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of ~~class)~~the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section 13 ~~405~~or Section 15(d) of the ~~Securities~~ Act. Yes ¨ No þ x

Indicate by check mark ifwhether the registrant is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨x No þ ¨

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and ~~required~~posted toon beits ~~filed~~corporate byWeb ~~Section 13~~site, orif ~~15(d)~~any, ofevery ~~the~~Interactive ~~Securities~~Data ~~Exchange~~File ~~Act~~required to be submitted and posted pursuant to Rule 405 of ~~1934~~Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes þx No ¨

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant ~~and~~to ~~posted~~Item 405 onof ~~its corporate~~Regulation S-K ~~Web~~is ~~site,~~not ifcontained ~~any~~herein, ~~every~~and ~~Interactive~~will ~~Data~~not ~~File~~be ~~required~~contained, to bethe ~~submitted~~best ~~and~~of ~~posted~~registrant’s ~~pursuant~~knowledge, toin ~~Rule~~definitive ~~405~~proxy ofor ~~Regulation~~information ~~S-T~~statements ~~during~~incorporated ~~the~~by ~~preceding~~reference 12in ~~months~~Part III ~~(or~~of ~~for~~this ~~such~~Form ~~shorter~~10-K ~~period~~or ~~that~~any ~~the~~amendment ~~registrant was required~~ to ~~submit~~this ~~and~~Form ~~post such files). Yes~~10-K ~~þ No~~ ¨

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item 405~~filer, ofan ~~Regulation S-K~~accelerated isfiler, ~~not~~a ~~contained~~non-accelerated ~~herein~~filer, ~~and~~or ~~will~~a ~~not~~smaller bereporting ~~contained,~~company. toSee ~~the~~definitions ~~best~~ of ~~registrant’s~~“large ~~knowledge~~accelerated filer, in” ~~definitive~~“accelerated ~~proxy~~filer” orand ~~information~~“smaller ~~statements~~reporting ~~incorporated~~company” ~~by reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K~~Act or(Check ~~any amendment to this Form 10-K ¨~~ one):

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, ax ~~non~~Non-accelerated filer, or¨ aSmaller ~~smaller~~ reporting ~~company.~~ ~~See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting~~ company” ~~in Rule 12b-2 of the Exchange Act (Check one):~~ ¨

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the þregistrant ~~Non-accelerated~~is ~~filer~~a ¨shell ~~Smaller~~company ~~reporting~~(as ~~company~~defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

~~Indicate~~The byaggregate ~~check~~market ~~mark~~value ~~whether~~of the common stock held by non-affiliates of the registrant isat aJune 30, ~~shell~~2013, ~~company~~was ~~(as~~approximately ~~defined~~$660,966,000 inbased ~~Rule~~on ~~12b-2~~the closing sale price of such stock on the ~~Exchange Act). Yes ¨ No þ~~NASDAQ Global Select Market on that date.

The ~~aggregate~~number ~~market~~of ~~value~~shares outstanding of the registrant’s common stock ~~held~~as ~~by non-affiliates~~ of ~~the registrant at June~~January 3031, ~~2012,~~2014 was ~~approximately $647~~33,~~140~~101,~~000 based on the closing sale price of such stock on the NASDAQ Global Select Market on that date~~335.

~~The~~DOCUMENTS ~~number~~INCORPORATED ofBY ~~shares outstanding of the registrant’s common stock as of January 31, 2013 was 31,986,318.~~ REFERENCE

~~DOCUMENTS~~The ~~INCORPORATED~~information BYrequired ~~REFERENCE~~to be included in Part III of this Annual Report on Form 10-K will be provided in accordance with Instruction G(3) to Form 10-K no later than April 30, 2014.

~~Portions~~Table of ~~our proxy statement for the annual meeting of stockholders to be held on May 22, 2013 are incorporated by reference in Part III of this form 10-K.~~ Contents

~~Table~~ATMI, ~~of Contents~~INC.

~~ATMI,~~Annual ~~INC.~~Report on Form 10-K

~~Annual~~For ~~Report~~the onFiscal ~~Form~~Year ~~10-K~~Ended December 31, 2013

~~For~~TABLE ~~the~~OF ~~Fiscal Year Ended December 31, 2012~~ CONTENTS

TABLE OF CONTENTS



		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	13
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	14

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	29

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30
Item 14.	Principal Accountant Fees and Services	30

Part IV
Item 15.	Exhibits and Financial Statement Schedules	31

Signatures		35
Index to Consolidated Financial Statements and Financial Statement Schedule		F-1

		Page
Part I
Item 1.	Business		1
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		15
Item 2.	Properties		15
Item 3.	Legal Proceedings		16
Item 4.	Mine Safety Disclosures		16
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
Item 6.	Selected Financial Data		19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		34
Item 8.	Financial Statements and Supplementary Data		35
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		35
Item 9A.	Controls and Procedures		35
Item 9B.	Other Information		35
Part III
Item 10.	Directors, Executive Officers and Corporate Governance		36
Item 11.	Executive Compensation		36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		36
Item 13.	Certain Relationships and Related Transactions, and Director Independence		36
Item 14.	Principal Accountant Fees and Services		36
Part IV
Item 15.	Exhibits and Financial Statement Schedules		37
Signatures			43
Index to Consolidated Financial Statements and Financial Statement Schedule			F-1

Table of Contents

~~Table~~PART ~~of Contents~~I

~~PART~~References Iin this annual report to “the Company,” “ATMI,” “we,” “us” and “our” refer to ATMI, Inc. and our wholly-owned subsidiaries on a consolidated basis.

~~References in this annual report to “the Company,” “ATMI,” “we,” “us” and “our” refer to ATMI, Inc~~Item 1. ~~and our wholly-owned subsidiaries on a consolidated basis.~~ Business

~~Item 1.~~Cautionary ~~Business~~Statements Under the Private Securities Litigation Reform Act of 1995

~~Cautionary~~Forward-Looking Statements ~~Under the Private Securities Litigation Reform Act of 1995~~

Disclosures included in this Form 10-K contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-~~Looking~~looking ~~Statements~~statements may be identified by words such as “anticipate,” “plan,” “believe,” “seek,” “estimate,” “expect,” “could,” and words of similar meanings and include, without limitation, statements about the expected future business and financial performance of ATMI such as financial projections, expectations for demand and sales of new and existing products, customer and supplier relationships, research and development programs, market and technology opportunities, international trends, business strategies, business opportunities, objectives of management for future operations, microelectronics industry (including wafer start) growth and trends in the markets in which the Company participates. Forward-looking statements are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below. Actual outcomes and results may differ materially from these expectations and assumptions because of changes in political, economic, business, competitive, market, regulatory, and other factors. ATMI undertakes no obligation to update publicly or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

~~Disclosures~~Our included in this Form 10-K contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “anticipate,” “plan,” “believe,” “seek,” “estimate,” “expect,” “could,” and words of similar meanings and include, without limitation, statements about the expected future business and financial performance of ATMI such as financial projections, expectations for demand and sales of new and existing products, customer and supplier relationships, research and development programs, market and technology opportunities, international trends, business strategies, business opportunities, objectives of management for future operations, microelectronics industry (including wafer start) growth, life sciences industry growth and trends in the markets in which the Company participates. Forward-looking statements are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below. Actual outcomes and results may differ materially from these expectations and assumptions because of changes in political, economic, business, competitive, market, regulatory, and other factors. ATMI undertakes no obligation to update publicly or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. Business

~~Our~~On ~~Business~~December 22, 2013, ATMI and certain of its subsidiaries and Pall Corporation, entered into a Share and Asset Purchase Agreement pursuant to which ATMI agreed to sell and transfer to Pall Corporation all assets and liabilities primarily related to the LifeSciences business in exchange for cash proceeds of $185 million, subject to customary working capital adjustments. The transaction closed on February 20, 2014. For purposes of this Form 10-K, we have treated the LifeSciences business as a discontinued operation.

We believe we are among the leading suppliers of high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, and high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, and communications industries. The ~~market~~LifeSciences ~~for~~business ~~microelectronics~~unit ~~devices~~sells ~~is continually changing, which drives demand for new~~ products ~~and technologies~~ that ~~have~~address ~~improved performance at lower cost. ATMI’s customers include many of the leading semiconductor manufacturers in the world who target leading-edge technologies. ATMI also addresses~~ an increasing number of critical ~~materials~~process ~~handling~~steps ~~needs~~ for the ~~life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the~~ biotechnology, laboratory and cell therapy markets, ~~which~~including wedisposable ~~believe~~mixers ~~offer~~and ~~significant growth potential~~bioreactors. ~~ATMI’s~~This ~~objective~~unit isincludes ~~to meet the demands of~~ our ~~microelectronics~~ ~~and~~Newform™ ~~life~~products ~~sciences customers with solutions that maximize the efficiency~~ and ~~safety~~Integrity™ ~~of their manufacturing processes~~mixers, ~~reduce~~bioreactors ~~capital or operating costs,~~ and ~~minimize~~bioprocess ~~the time to develop new products and integrate them into their processes~~vessels.

As a result of the decision to exit the LifeSciences business, ATMI’s ~~core~~continuing ~~competencies~~operations ~~include~~are comprised of one primary business: Microelectronics.

•On ~~knowledge~~February 4, 2014, ATMI and Entegris, Inc. ("Entegris") entered into an Agreement and Plan of Merger pursuant to which, subject to the ~~science~~satisfaction or waiver of certain conditions, ATMI will merge with and ~~economics~~into Atomic Merger Corporation, a wholly-owned subsidiary of ~~process~~Entegris ~~applications~~("Merger Sub"). Under the terms of the merger agreement, ATMI shareholders will receive $34.00 in cash, without interest or dividends, for ~~customer~~each ~~needs~~share of ATMI common stock they hold at the time of closing. We anticipate closing the transaction in ~~markets~~the ~~served;~~second quarter of 2014.

•We believe we are among the ~~ability~~leading tosuppliers ~~use~~of ahigh ~~combinatorial~~performance ~~science-based~~materials, ~~research~~materials ~~approach~~packaging and ~~high-productivity~~materials ~~development~~delivery (systems used worldwide in the manufacture of microelectronics devices. Our products consist of “~~HPD~~front-end”) ~~capabilities~~semiconductor toperformance ~~significantly~~materials, ~~shorten~~sub-atmospheric ~~our~~pressure ~~new~~gas ~~product~~delivery ~~development~~systems ~~life~~for ~~cycle~~safe handling and ~~develop~~delivery ~~next~~of ~~generation~~toxic and hazardous gases to semiconductor process equipment, and high-purity materials ~~necessary~~packaging asand dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics processes. ATMI targets semiconductor ~~industry~~and ~~moves~~flat-panel ~~toward~~display ~~advanced~~manufacturers, whose products form the foundation of microelectronics technology ~~generations~~rapidly proliferating through the consumer products, ~~such~~information astechnology, 14automotive, ~~nanometers;~~and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies that have improved performance at lower cost. ATMI’s customers include many of the leading semiconductor manufacturers in the world who target leading-edge technologies. ATMI’s objective is to meet the demands of our microelectronics customers with solutions that maximize the efficiency and safety of their manufacturing processes, reduce capital or operating costs, and minimize the time to develop new products and integrate them into their processes.

•ATMI’s ~~the~~core ~~materials~~competencies ~~science of packaging, delivery, and deposition of ultra-pure semiconductor materials;~~include:

1• knowledge of the science and economics of process applications for customer needs in markets served;

~~Table of Contents~~1

•Table ~~the~~of ~~ability to rapidly develop innovative technology and intellectual property that strengthens our competitive position;~~Contents

• ~~knowledge~~the ofability ~~high-purity~~to ~~materials~~use ~~handling,~~a ~~containment,~~combinatorial ~~dispensing,~~science-based ~~mixing~~research approach and ~~bioreactor~~high-productivity ~~systems~~development (“HPD”) capabilities to ~~address~~significantly shorten our new product development life ~~sciences~~cycle ~~customers’~~and ~~needs~~develop ~~for~~next ~~drug~~generation ~~research~~materials necessary as the semiconductor industry moves toward advanced technology generations, ~~development~~such as 14 and ~~commercialization.~~10 nanometers;

~~Our~~• ~~customers’~~the ~~products~~materials ~~and~~science ~~manufacturing~~of ~~processes~~packaging, ~~are increasingly complex~~delivery, ~~requiring continual innovations for materials~~ and ~~materials~~deposition ~~handling~~of ~~solutions.~~ultra-pure ~~ATMI~~semiconductor ~~has historically capitalized on these industry dynamics through:~~ materials;

• ~~a strategy of leveraging~~ the ~~combination~~ability ofto ~~our~~rapidly ~~performance~~develop ~~materials~~innovative technology and ~~materials~~intellectual ~~handling~~property ~~competence~~that tostrengthens ~~provide greater process efficiency value to~~ our ~~customers~~competitive position;

•Our ancustomers’ ~~extensive~~products ~~research~~ and ~~development~~manufacturing ~~program~~processes ~~that~~are ~~has~~increasingly ~~produced~~complex, arequiring ~~stream~~continual ofinnovations ~~proprietary~~for materials and ~~patented~~materials ~~products~~handling ~~for~~solutions. ATMI has historically capitalized on these ~~markets;~~industry dynamics through:

• a ~~key~~strategy ~~customer~~of ~~focus,~~leveraging ~~which~~the incombination ~~Microelectronics~~of ~~has~~our ~~included~~performance ~~providing applications development in order to offer~~ materials ~~solutions for future generation technologies~~ and ~~the~~materials ~~ability~~handling competence to ~~perform~~provide ~~electrical~~greater ~~test~~process ~~measurements~~efficiency invalue ~~our development efforts~~ to ~~ensure~~ our ~~solutions meet our~~ customers~~’ needs~~; and, in LifeSciences includes providing a broad range of innovative single-use mixing, storage, powder transfer, packaging and bioreactor technology solutions that maximize product integrity while optimizing manufacturing cost; and,

• ~~strategic~~an ~~alliances~~extensive research and ~~collaboration~~development ~~efforts~~program that ~~have~~has ~~allowed~~produced usa tostream ~~add~~of ~~complementary~~proprietary ~~technologies~~and topatented ~~our~~products ~~product~~for ~~portfolio~~these ~~more rapidly than through internal development alone.~~markets;

~~The~~• ~~majority~~a ofkey ~~ATMI’s~~customer ~~semiconductor~~focus, ~~business~~which ~~generally~~has ~~tracks~~included ~~semiconductor~~providing ~~wafer~~applications ~~starts.~~development ~~Additional financial~~in ~~information~~order ~~about~~to ~~the~~offer ~~Company~~materials ~~and~~solutions ~~related~~for ~~geographic~~future ~~information~~generation ~~can~~technologies beand ~~found~~the inability ~~Item 7:~~to ~~“Management’s~~perform ~~Discussion~~electrical ~~and~~test ~~Analysis~~measurements ofin ~~Financial~~our ~~Condition~~development ~~and~~efforts ~~Results~~to ofensure ~~Operations”~~our ofsolutions ~~this~~meet ~~Form~~our ~~10-K.~~customers’ needs;

We• ~~believe~~strategic wealliances ~~have achieved a leadership position in certain high-performance semiconductor materials, materials packaging,~~ and ~~materials~~collaboration ~~delivery systems~~efforts ~~for the microelectronics market by focusing on providing solutions to our customers~~ that ~~allow~~have ~~them~~allowed tous ~~make faster, more advanced, or less expensive devices while improving their manufacturing asset productivity and production yields. We also focus on partnering with customers~~ to ~~bring~~add ~~new~~complementary technologies ~~into high-volume production as quickly and efficiently as possible. ATMI plans~~ to ~~continue to focus on leveraging~~ our ~~core technologies to create new high-growth~~ product ~~lines, including~~portfolio ~~growing~~more ~~our~~rapidly ~~leadership~~than ~~position~~through ininternal ~~advanced~~development ~~interconnect applications, which today is focused on copper~~alone. ~~We believe we also have achieved a leadership position in the small but fast growing market for one-time use mixing and bioreactor applications in the life sciences market.~~

InThe ~~the~~majority ~~first half~~ of ~~2011~~ATMI’s ~~our~~semiconductor ~~quarterly~~business ~~sequential~~generally ~~revenue~~tracks ~~improved,~~semiconductor ~~but~~wafer instarts. ~~the~~Additional ~~second~~financial ~~half~~information ~~of 2011,~~about ~~global~~the ~~economic~~Company ~~conditions~~and ~~began~~related togeographic ~~soften~~information ascan ~~customers~~be ~~managed~~found ~~inventories~~ in ~~the face of continued uncertainty.~~Item ~~This~~7: ~~uncertainty~~“Management’s ~~continued~~Discussion asand weAnalysis ~~saw the first half~~ of ~~2012~~Financial ~~show~~Condition ~~modest improvement~~ and ~~the~~Results ~~second half~~ of ~~the~~Operations” ~~year lead to modest declines in wafer start activity as customers became more cautious. Customers continue to manage inventories carefully in the face~~ of ~~global~~this ~~economic~~Form ~~uncertainty~~10-K.

~~ATMI’s~~We ~~operations~~believe ~~comprise~~we ~~two~~have ~~operating~~achieved ~~business~~a ~~segments~~leadership position in certain high-performance semiconductor materials, ~~Microelectronics~~materials packaging, and ~~LifeSciences~~materials delivery systems for the microelectronics market by focusing on providing solutions to our customers that allow them to make faster, more advanced, or less expensive devices while improving their manufacturing asset productivity and production yields. We also focus on partnering with customers to bring new technologies into high-volume production as quickly and efficiently as possible. ATMI plans to continue to focus on leveraging our core technologies to create new high-growth product lines, including growing our leadership position in advanced interconnect applications, which today is focused on copper.

ATMI’s ~~Strategy~~operations comprise one operating business segment.

ATMI’s ~~strategic intent is to be the source of process efficiency solutions to technology-driven customers by providing innovative materials and related delivery systems and technologies to:~~ Strategy

•ATMI’s ~~Focus~~strategic ~~development~~intent ~~and~~is ~~application~~to ~~engineering~~be ~~initiatives~~the ~~with~~source ~~the~~of ~~leading~~process ~~manufacturers~~efficiency solutions to ~~provide~~technology-driven ~~next~~customers ~~generation~~by ~~performance~~providing innovative materials and ~~process~~related ~~solutions;~~delivery systems and technologies to:

• ~~Target~~Focus ~~high-growth,~~development ~~high-margin~~and ~~specialty~~application ~~markets~~engineering ~~that~~initiatives ~~use~~with ~~ATMI’s~~the ~~core~~leading ~~materials~~manufacturers ~~and~~to ~~packaging~~provide ~~technologies~~next ~~and~~generation ~~require~~performance ~~products~~materials ~~that~~and ~~are consumed in the production~~ process solutions;

2• Target high-growth, high-margin specialty markets that use ATMI’s core materials and packaging technologies and require products that are consumed in the production process;

~~Table~~• Add value through performance materials packaging, dispensing, and process technologies designed to meet the demands of ~~Contents~~users for greater levels of purity, productivity, safety, environmental responsiveness, and speed;

• ~~Add~~Significantly ~~value~~shorten ~~through~~new ~~performance~~product ~~materials~~development ~~packaging,~~time ~~dispensing,~~lines and ~~process~~facilitate ~~technologies designed to meet~~ the ~~demands~~development of ~~users~~next ~~for~~generation ~~greater~~materials ~~levels~~through the use of ~~purity,~~a ~~productivity,~~combinatorial ~~safety,~~science-based ~~environmental~~research ~~responsiveness,~~approach and ~~speed~~HPD capabilities;

• ~~Significantly~~Leverage ~~shorten~~ATMI’s ~~new~~technology ~~product~~leadership ~~development~~and ~~time~~financial ~~lines~~strength ~~and~~by ~~facilitate~~investing ~~the~~extensively ~~development~~to ofdevelop ~~next~~proprietary ~~generation~~and patented materials ~~through~~and ~~the~~process ~~use~~solutions, ofwhich athe ~~combinatorial~~Company ~~science-based~~uses ~~research~~to ~~approach~~quickly ~~and~~commercialize ~~HPD~~new ~~capabilities~~offerings for customers;

• ~~Leverage~~Form ~~ATMI’s~~strategic ~~technology~~alliances, ~~leadership~~including ~~and~~joint ~~financial~~development ~~strength~~programs ~~by investing extensively to develop proprietary~~ and ~~patented~~collaborative ~~materials~~marketing ~~and process solutions~~efforts, ~~which~~to accelerate the ~~Company~~introduction ~~uses~~of toATMI’s ~~quickly~~products ~~commercialize~~into ~~new~~existing ~~offerings~~and ~~for~~new ~~customers~~markets; and

• ~~Form~~Deploy ~~strategic~~existing ~~alliances,~~technologies ~~including~~into ~~joint~~new ~~development~~markets ~~programs~~ and ~~collaborative~~bring ~~marketing~~sustainable ~~efforts,~~solutions to ~~accelerate~~emerging ~~the~~global ~~introduction~~issues ofsuch ~~ATMI’s~~as ~~products~~the ~~into~~growth ~~existing~~in ~~and~~electronic ~~new markets~~waste.

In summary, ATMI’s strategy does not encompass a “traditional” materials supplier-to-customer relationship. In those relationships, suppliers tend to provide materials to customers based solely on the cost, quantity, and quality of the materials being supplied. Instead, ATMI works to develop partnerships with its customers based on our ability to improve the process efficiency of customers’ development, scale-up, manufacturing and supply chain processes, thereby reducing customers’ total cost of ownership. ATMI seeks to provide value to its customers through the use of its technical capabilities, and applications knowledge in a manner that changes its commercial relationship with those customers to one of value-sharing. 2

~~Microelectronics~~Table ~~Products~~of ~~and Processes~~ Contents

~~ATMI~~In ~~believes~~summary, itATMI’s isstrategy ~~among~~does ~~the~~not ~~most~~encompass ~~innovative suppliers~~a of“traditional” ~~high-purity~~ materials ~~and~~supplier-to-customer ~~related~~relationship. ~~delivery~~In ~~systems~~those ~~and~~relationships, ~~technologies.~~suppliers ~~Products~~tend ~~serving~~to ~~the~~provide ~~integrated~~materials ~~circuit~~to ~~(“IC”)~~customers ~~fabrication~~based ~~market~~solely ~~represent~~on the ~~largest portion of ATMI’s business and development activities. The principal drivers for this market are~~ cost, ~~yield~~quantity, ~~speed, utilization of capital,~~ and ~~risk~~quality ~~reduction. The success~~ of ~~an electronic component or device is driven by~~ the ~~increased~~materials ~~functionality~~being itsupplied. ~~can~~Instead, ~~deliver~~ATMI atworks ato ~~lower~~develop ~~cost.~~partnerships ~~Yield~~with ~~and~~its ~~capital utilization~~customers ~~are~~based ~~significant~~on ~~drivers~~our ~~for~~ability ~~the IC industry due~~ to improve the ~~implications~~process onefficiency ~~throughput~~of ~~and~~customers’ ~~financial~~development, ~~return~~scale-up, manufacturing and ~~the~~supply ~~challenge~~chain isprocesses, ~~compounded~~thereby byreducing ~~the~~customers’ ~~requirement~~total tocost ~~manufacture~~of ~~devices~~ownership. ~~for~~ATMI ~~increasingly~~seeks ~~complex~~to ~~advanced~~provide ~~technology~~value ~~generations. In~~to anits ~~industry~~customers ~~where~~through the ~~capital~~use ~~infrastructure~~of isits ~~significant~~technical ~~and product life cycles are short~~capabilities, ~~the~~and ~~ability~~applications toknowledge ~~bring~~in ~~the~~a ~~next~~manner ~~generation~~that ~~technology~~changes ~~rapidly~~its tocommercial ~~market~~relationship ~~can~~with ~~make~~those ~~a significant difference in our~~ customers’ ~~success. ATMI’s ability~~ to ~~shorten~~one ~~deployment~~ of ~~production~~value-~~ready solutions is critical to our success~~sharing.

~~Ion~~Microelectronics ~~Implantation.~~Products ~~The primary issues for IC manufacturers are production throughput, cost,~~ and safety because of the hazardous properties of the implant gases used. ATMI’s patented SDS® solutions use a standard gas cylinder containing an adsorbent material. The cylinder is filled with gas under conditions such that the gas is adsorbed onto the adsorbent material at sub-atmospheric pressure. Sub-atmospheric storage of hazardous gases minimizes potential leaks of gas during transportation and use, thus providing significant safety and environmental improvements over traditional high-pressure and mechanical cylinders. In addition, SDS products allow more process gas to be stored in the cylinder, providing significantly higher rates of productivity than traditional methods of gas delivery used in ion implantation manufacturing processes. These advantages have led the majority of significant chip manufacturers to adopt this technology as the industry standard for dopant gas delivery. Materials packaged in SDS systems include primarily arsine, phosphine, and boron trifluoride. The third generation of SDS products, called SDS3, maintains all the inherent safety features of previous generation SDS products, but dramatically increases the gas storage capacity by using a new adsorbent. The two to three times capacity improvement over the previous SDS products allows ion implanter users to reduce tool down time, resulting in significant cost savings for our customers. We also offer Vacuum Actuated Cylinders (“VAC®”), a complementary technology to SDS where select implant gases are stored under high pressure but delivered sub-atmospherically. Processes

3ATMI believes it is among the most innovative suppliers of high-purity materials and related delivery systems and technologies. Products serving the integrated circuit (“IC”) fabrication market represent the largest portion of ATMI’s business and development activities. The principal drivers for this market are cost, yield, speed, utilization of capital, and risk reduction. The success of an electronic component or device is driven by the increased functionality it can deliver at a lower cost. Yield and capital utilization are significant drivers for the IC industry due to the implications on throughput and financial return, and the challenge is compounded by the requirement to manufacture devices for increasingly complex advanced technology generations. In an industry where the capital infrastructure is significant and product life cycles are short, the ability to bring the next generation technology rapidly to market can make a significant difference in our customers’ success. ATMI’s ability to shorten deployment of production-ready solutions is critical to our success.

~~Table~~Ion Implantation. The primary issues for IC manufacturers are production throughput, cost, and safety because of ~~Contents~~the hazardous properties of the implant gases used. ATMI’s patented Safe Delivery Source® ("SDS®") solutions use a standard gas cylinder containing a carbon-based adsorbent material. The cylinder is filled with gas under conditions such that the gas is adsorbed onto the adsorbent material at sub-atmospheric pressure. Sub-atmospheric storage of hazardous gases minimizes potential leaks of gas during transportation and use, thus providing significant safety and environmental improvements over traditional high-pressure and mechanical cylinders. In addition, SDS products allow more process gas to be stored in the cylinder, providing significantly higher rates of productivity than traditional methods of gas delivery used in ion implantation manufacturing processes. These advantages have led the majority of significant chip manufacturers to adopt this technology as the industry standard for dopant gas delivery. Materials packaged in SDS systems include primarily arsine, phosphine, germanium and boron trifluoride. The third generation of SDS products, called SDS3, maintains all the inherent safety features of previous generation SDS products, but dramatically increases the gas storage capacity by using a new adsorbent. The two to three times capacity improvement over the previous SDS products allows ion implanter users to reduce tool down time, resulting in significant cost savings for our customers. We also offer Vacuum Actuated Cylinders (“VAC®”), a complementary technology to SDS where select implant gases are stored under high pressure but delivered sub-atmospherically.

Copper Integration. ATMI believes it is a market leader in copper electroplating materials and processes in semiconductor development and manufacturing with our Viaform® product, which includes inorganic and proprietary organic molecules that provide the wiring for copper interconnects allowing manufacturers to eliminate processing steps. ATMI also focuses on the total copper integration scheme with post-chemical mechanical planarization (“CMP”) cleaning solutions developed using our HPD capability, which ~~uses~~includes knowledge-rich, combinatorial science experiments to deliver the best possible solution.

~~High~~ ~~Productivity Development (“HPD”).~~ ATMI employs combinatorial-science based methods for materials discovery, unit process development and device integration in support of our customers’ needs to develop new materials in response to the challenges of decreasing node sizes. Our experience in materials development and packaging combined with these capabilities bring the unique ability to provide massively parallel experimentation for materials screening, process window characterization, device integration and performance optimization.

Deposition. Several processes for depositing thin films such as chemical vapor deposition (“CVD”) and atomic layer deposition (“ALD”) processes are enabled by advanced liquid, gaseous and solid precursors. ATMI’s ~~UltraPur-™ brand of materials provides solutions for pre-metal dielectric, dielectric and barrier applications. ATMI~~ is well-positioned for the incorporation of ALD processes by the semiconductor industry with its ProE-Vap® ampoule. This proprietary container allows for reliable delivery of low volatility solid precursors required for processes that demand ALD, like high-k gates. ATMI has successfully adopted the carbon adsorption technology used in SDS and introduced products for semiconductor deposition processes marketed under the SAGE® brand. These applications include: low-k plasma-enhanced deposition, or “PE-CVD”, processes using low-k materials, pre-metal dielectric high-density plasma, or “HDP-CVD”, and films using phosphine gases and thermal deposition processes using germane gases.

Surface Preparation. ATMI’s ST and AP photoresist strip and post-CMP cleaning materials are proprietary chemistries used for applications such as semiconductor post-etch residue removal, wafer etching, organics removal, negative resist removal, edge bead removal, and corrosion prevention.

Materials Packaging. ATMI’s NOWPak® liner technologies and container assemblies form the basis for its high-purity liquid materials packaging and dispensing system product portfolio for applications in IC fabrication and flat-panel display. ~~In 2012, we introduced~~ BrightPak™, our next-generation liquid containment and delivery system, toaddresses ~~address~~ the requirements of advanced photolithography.

Collaborative Arrangements. ATMI works collaboratively with customers on specific projects to develop next-generation materials.

~~LifeSciences Products~~ 3

~~ATMI~~Table ~~is addressing an increasing number~~ of critical materials handling needs for the life sciences markets including biotechnology, laboratory and cell therapy markets, which we believe offer significant growth potential. The biotechnology industry has been using disposable components like filters, connectors, and disposable storage bags for several years; however, biotechnology customers have a growing need to combine these disposable components and integrate them into disposable systems. ATMI has responded to this trend by launching a complete offering of scalable disposable containment, dispensing, mixing and bioreactor systems. Contents

~~ATMI’s~~Raw Integrity™ line of proprietary disposable mixing and bioreactor technology is the market leading technology for disposable mixing applications, bioreactors and bioprocess containment vessels within the life sciences market. The solutions delivered to our customers consist of hardware systems that are compatible with one-time use mixing and bioreactor containers (bags); the technology delivers unique particle-free mixing and bioreactors and the processes are scalable to high-volume manufacturing. Materials

~~Raw Materials~~We use a broad range of specialty and commodity chemicals and polymers in the development of our products, including parts and sub-assemblies that are obtained from outside suppliers. We seek, where possible, to have several sources of supply for all of these materials. Although we may, in some instances, rely on a single or a limited number of suppliers, or upon suppliers in a single country, for some of these materials, we have not experienced any sustained interruption in production or the supply of these materials and do not anticipate any significant difficulties in obtaining the materials necessary to manufacture our products.

WeWorking use a broad range of specialty and commodity chemicals and polymers in the development of our products, including parts and sub-assemblies that are obtained from outside suppliers. We seek, where possible, to have several sources of supply for all of these materials. Although we may, in some instances, rely on a single or a limited number of suppliers, or upon suppliers in a single country, for some of these materials, we have not experienced any sustained interruption in production or the supply of these materials and do not anticipate any significant difficulties in obtaining the materials necessary to manufacture our products. Capital

4In the ordinary course of our business, we maintain an adequate level of working capital at all times to support business needs. We carry adequate finished goods inventories to meet our customers’ delivery requirements. SDS related finished goods inventories increased in 2012 as a result of the transition of business activities from Matheson to us and this increase continued in 2013 as we prepared to bring our new factory in JangAn, Korea on-line. We generally do not provide customers with rights of return (with the exception of standard warranty provisions, which historically have not been material) and we generally do not provide customers extended payment terms beyond 90 days.

~~Table~~Customers, ofSales, ~~Contents~~and Marketing

~~Working~~ATMI ~~Capital~~sells and distributes its products worldwide primarily through a direct global sales and service organization. For a breakdown of revenue by geography, see Note 15 in the Notes to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). Also, for detail regarding revenue by product type, see Note 14 in the Notes to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). ATMI markets and sells its materials products to end-use customers, chemical suppliers, and original equipment manufacturers (“OEMs”) through its direct sales force in North America, Europe, Taiwan, South Korea, Japan, China, and Singapore, with limited use of regional manufacturing representatives in certain parts of Asia and Europe. High-purity materials packaging containers are generally sold to chemical suppliers, who sell their high-purity chemicals in these containers at the request of end-users. Through October 2011, ATMI sold its SDS products for ion implant applications directly to certain end-users and through an exclusive distribution agreement with Matheson Tri-Gas, Inc. ("Matheson"). During the years ended December 31, 2013, 2012 and 2011, ATMI recognized $0.2 million, $6.9 million, and $65.8 million of revenues from Matheson, which represented an immaterial percent, 1.9 percent, and 18.7 percent of our revenues for each of these years, respectively. ATMI’s 2012 revenues from Matheson are associated with transition activities in Asia during first half of the year. On October 31, 2011, ATMI entered into an agreement with Matheson which terminated their exclusive license, manufacturing and distribution rights for SDS in exchange for a $95 million cash payment by ATMI, and payments for the repurchase by ATMI of certain inventory in the Matheson distribution channel. During the years ended December 31, 2013, 2012 and 2011, respectively, ATMI recognized revenues from Taiwan Semiconductor Manufacturing Corporation (“TSMC”), of $53.8 million, $48.1 million, and $32.0 million, which represented 14.9 percent, 13.1 percent, and 9.1 percent of our revenues for these periods. During the years ended December 31, 2013, 2012 and 2011, respectively, ATMI recognized revenues from Samsung, a leading global integrated circuit manufacturer, of $50.7 million, $57.3 million, and $47.6 million, which represented 14.1 percent, 15.7 percent, and 13.5 percent of our revenues for these periods. During the years ended December 31, 2013, 2012 and 2011, respectively, ATMI recognized revenues from United Microelectronics Corporation (“UMC”), of $37.7 million, $44.7 million, and $48.7 million, which represented 10.4 percent, 12.2 percent, and 13.8 percent of our revenues for these periods. There are no material seasonal effects on our business. The global nature of our business and the significance of our foreign operations expose us to certain risks in the countries in which we operate, including political and economic stability, the adequacy of country infrastructure and labor resources, currency fluctuations and controls, compliance with foreign laws and intellectual property protection. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below.

In the ordinary course of our business, we maintain an adequate level of working capital at all times to support business needs. We carry adequate finished goods inventories to meet our customers’ delivery requirements. SDS related finished goods inventories have increased in 2012 as a result of the transition of business activities from Matheson to us. We generally do not provide customers with rights of return (with the exception of standard warranty provisions, which historically have not been material) and we generally do not provide customers extended payment terms beyond 90 days. As a result of the 2011 termination of the manufacturing, marketing, selling and distribution agreements previously in place with Matheson Tri-Gas, Inc. (“Matheson”) related to SDS products (the “SDS Direct” transaction), we have acquired new customer relationships, some with payment terms longer than 90 days. We are working to migrate these customers to more traditional ATMI terms. 4

~~Customers,~~Table ~~Sales,~~of ~~and Marketing~~ Contents

ATMI sells and distributes its products worldwide primarily through a direct global sales and service organization. For a breakdown of revenue by geography, see Note 16 in the Notes to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). Also, for detail regarding revenue by product type, see Note 15 in the Notes to the Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). ATMI markets and sells its materials products to end-use customers, chemical suppliers, and original equipment manufacturers (“OEMs”) through its direct sales force in North America, Europe, Taiwan, South Korea, Japan, China, and Singapore, with limited use of regional manufacturing representatives in certain parts of Asia and Europe. High-purity materials packaging containers are generally sold to chemical suppliers, who sell their high-purity chemicals in these containers at the request of end-users. ATMI’s LifeSciences products are sold directly and through a global distribution agreement to life sciences and certain semiconductor companies, predominately in Europe and to an increasing extent in the United States and Asia. Through October 2011, ATMI sold its SDS products for ion implant applications directly to certain end-users and through an exclusive distribution agreement with Matheson. During the years ended December 31, 2012, 2011 and 2010, respectively, ATMI recognized $6.9 million, $65.8 million, and $79.9 million of revenues from Matheson, which represented 1.7 percent, 16.9 percent, and 21.8 percent of our revenues for these periods. ATMI’s 2012 revenues from Matheson are associated with transition activities in Asia during first half of the year. On October 31, 2011, ATMI entered into an agreement with Matheson which terminated their exclusive license, manufacturing and distribution rights for SDS ® in exchange for a $95 million cash payment by ATMI, and payments for the repurchase by ATMI of certain inventory in the Matheson distribution channel. During the years ended December 31, 2012, 2011 and 2010, respectively, ATMI recognized revenues from Samsung, a leading global integrated circuit manufacturer of $57.3 million, $47.6 million, and $31.3 million, which represented 14.1 percent, 12.2 percent, and 8.5 percent of our revenues for these periods. During the years ended December 31, 2012, 2011 and 2010, respectively, ATMI recognized revenues from Taiwan Semiconductor Manufacturing Corporation (“TSMC”) of $48.1 million, $32.0 million, and $23.6 million, which represented 11.8 percent, 8.2 percent, and 6.4 percent of our revenues for these periods. During the years ended December 31, 2012, 2011 and 2010, respectively, ATMI recognized revenues from United Microelectronics Corporation (“UMC”) of $44.7 million, $48.7 million, and $46.8 million, which represented 11.0 percent, 12.5 percent, and 12.7 percent of our revenues for these periods. There are no material seasonal effects on our business. The global nature of our business and the significance of our foreign operations expose us to certain risks in the countries in which we operate, including political and economic stability, the adequacy of country infrastructure and labor resources, currency fluctuations and controls, compliance with foreign laws and intellectual property protection. Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below.

5This table summarizes the locations, products manufactured and size of ATMI’s various manufacturing facilities as of December 31, 2013.



Location	Products	Square Footage
Anseong, South Korea	• CVD materials	13,000
Anseong, South Korea	• high-purity materials packaging systems	10,000
Bloomington, MN ⁽²⁾	• high-purity materials packaging systems	68,000
Brussels, Belgium ⁽¹⁾	• high efficiency bioreactor solutions	22,000
Burnet, TX	• liquid materials and delivery systems	77,000
Danbury, CT	• gas delivery systems	73,000
Hoegaarden, Belgium ⁽¹⁾	• high-purity materials packaging and mixing systems	74,000
JangAn, South Korea	• high-purity materials packaging and gas delivery systems	127,000

~~Manufacturing~~(1) These facilities are associated with the LifeSciences business that are accounted for as discontinued operations at December 31, 2013. These facilities were sold to or the associated lease was transferred to Pall Corporation upon the completion of the closing of the Share and Asset Purchase Agreement. Refer to Note 2 for additional information.

~~This~~(2) ~~table~~A ~~summarizes~~portion ~~the~~of ~~locations,~~this ~~products~~facility ~~manufactured~~is used for LifeSciences related manufacturing and ~~size~~will ofbe ~~ATMI’s~~sublet ~~various~~to ~~manufacturing~~Pall ~~facilities~~Corporation asduring ofthe ~~December 31,~~post-closing ~~2012.~~transition period.

Location	Products	Square Footage
Anseong, South Korea	• CVD materials (Microelectronics)	13,000
Anseong, South Korea	• high-purity materials packaging systems (Microelectronics)	10,000
Brussels, Belgium	• high efficiency bioreactor solutions (Life sciences)	22,000
Burnet, TX	• liquid materials and delivery systems (Microelectronics)	77,000
Bloomington, MN	• high-purity materials packaging systems (Microelectronics / Life sciences)	68,000
Danbury, CT	• gas delivery systems (Microelectronics)	73,000
Hoegaarden, Belgium	• high-purity materials packaging and mixing systems (Life sciences)	74,000

We use contract manufacturers for certain of our materials and delivery equipment products, both in the U.S. and Asia.

~~Until~~During ~~October 31,~~2013 ~~2011,~~ we ~~used~~made ansignificant ~~exclusive~~progress ~~contract~~in ~~manufacturer, Matheson, for~~ the ~~manufacture~~construction ~~and distribution~~ of ~~approximately 75 percent of~~ our ~~SDS~~new ~~products. Under~~ state-of-the-art ~~terms~~manufacturing offacility ~~this~~in ~~manufacturing~~JangAn, ~~agreement~~Gyeonggi province, ~~ATMI~~South ~~retained~~Korea. ~~the~~We ~~right~~expect to ~~manufacture~~begin 25high ~~percent~~volume production of ~~all~~certain ~~SDS~~products ~~Products, which were manufactured~~ in ~~our~~2014. ~~Danbury,~~The CTJangAn facility. Wewill ~~terminated~~manufacture ~~this agreement~~a onrange ~~October 31,~~of ~~2011,~~products ~~but~~for ~~under~~customers ~~the~~in ~~terms of~~ the ~~termination~~semiconductor ~~agreement~~manufacturing market, ~~Matheson~~including: ~~will~~SDS® ~~continue~~and toVAC® ~~manufacture~~gas ~~approximately~~delivery 75systems ~~percent~~and ofmaterials ~~the~~for ~~SDS~~semiconductor ~~products~~and ~~for~~solar aion ~~period~~implant ofapplications; upNOWPak® toliner-based ~~two~~liquid ~~years.~~delivery Wesystems ~~use~~used ~~contract~~in ~~manufacturers~~photolithography ~~for~~and ~~certain~~display ~~of our~~applications; ~~other~~and advanced materials ~~and~~used ~~delivery~~primarily ~~equipment~~for ~~products,~~leading-edge ~~both~~semiconductor inthin ~~the~~film ~~U.S.~~deposition, ~~Europe~~surface preparation and inpost-CMP ~~Asia.~~cleaning applications.

In October 2012, ATMI announced plans to increase further our commitment to the Asia-Pacific microelectronics markets, and South Korean customers in particular, through a new state-of-the-art manufacturing facility to be built in JangAn, Gyeonggi province. The new facility, which is expected to begin high volume production in the second half of 2013, will manufacture a range of products for customers in the semiconductor manufacturing market, including: SDS® and VAC® gas delivery systems and materials for semiconductor and solar ion implant applications; NOWPak® liner-based liquid delivery systems used in photolithography and display applications; and advanced materials used primarily for leading-edge semiconductor thin film deposition, surface preparation and post-CMP cleaning applications. Competition

~~For~~ATMI’s ~~further~~primary ~~information~~competitors ~~regarding~~include ~~the~~Air ~~termination~~Products ofand ~~Matheson’s~~Chemicals ~~license~~(Electronics Division), ~~manufacturing~~DuPont ~~and~~Electronic ~~distribution rights~~Technologies, ~~please~~Dow ~~see~~Chemical ~~Item 7: “Management’s~~Company ~~Discussion~~(including Rohm and ~~Analysis~~Haas), ofBASF ~~Financial~~and ~~Condition~~Air ~~and~~Liquide ~~Results~~as ofwell ~~Operations”~~as ofseveral ~~this~~smaller ~~Form~~companies ~~10-K.~~that specialize in niche markets.

6ATMI’s SDS products (using adsorbent-based delivery technology) face competition from Praxair, Inc., and others, who have a mechanical-based product approach to delivering gas at sub-atmospheric pressure which currently comprise a small portion of the market. Several companies compete with high-pressure gas cylinders and solid sources. There are numerous domestic and foreign companies that offer products that compete with ATMI’s materials, materials packaging and materials delivery systems.

~~Table~~ATMI ofbelieves ~~Contents~~that its ability to compete in the markets for containers and dispensing systems is dependent largely upon its patented high-purity material packaging technology and its proven ability to enhance and improve its products and technologies. Our NOWPak and BrightPak products primarily compete with glass and plastic bottle manufacturers.

~~Competition~~ATMI competes in established markets based on our ability to innovate and on product performance, process efficiency, safety and price. In new and emerging markets we compete based on our ability to develop innovative products that fulfill new and changing customer needs in an efficient, cost-effective manner. Increased competition has, and may continue to, affect the prices we are able to charge for our products. In addition, our competitors could own or could obtain intellectual property rights which could restrict our ability to market our existing products and/or to innovate and develop new products.

~~ATMI’s~~Research ~~primary competitors in the Microelectronics business include Air Products~~ and Chemicals (Electronics Division), DuPont Electronic Technologies, Dow Chemical Company (including Rohm and Haas), BASF and Air Liquide as well as several smaller companies that specialize in niche markets. Development

~~ATMI~~The Company’s ~~SDS~~R&D ~~products~~expenses ~~(using~~consist ~~adsorbent-based delivery~~of ~~technology)~~personnel ~~face~~and ~~competition~~other ~~from~~direct ~~Praxair,~~and ~~Inc.,~~indirect ~~and~~costs ~~others~~for internally funded project development, ~~who~~including ~~have~~the ause ~~mechanical-based~~of ~~product~~outside ~~approach~~service toproviders. ~~delivering~~ATMI ~~gas~~also atparticipates ~~sub-atmospheric~~in ~~pressure~~joint ~~which~~development ~~currently~~efforts ~~comprise~~with aseveral ~~small~~key ~~portion~~semiconductor ofmanufacturers, ~~the~~advanced ~~market~~technology developers, and semiconductor equipment manufacturers. ~~Several~~Total ~~companies~~expenses ~~compete~~for ~~with high-pressure~~R&D ~~gas~~for ~~cylinders~~the years ended December 31, 2013, 2012 and ~~solid~~2011 ~~sources~~were $55.7 ~~There~~million, ~~are~~$47.3 ~~numerous~~million, ~~domestic~~ and ~~foreign~~$46.8 ~~companies~~million, ~~that~~respectively. ~~offer~~Total ~~products~~research ~~that~~and ~~compete~~development ~~with~~expenditures ~~ATMI’s~~represented ~~materials~~15.4 percent, ~~materials~~12.9 ~~packaging~~percent, and ~~materials~~13.3 ~~delivery~~percent ~~systems.~~of revenues in 2013, 2012 and 2011, respectively.

ATMI believes that its ability to compete in the markets for containers and dispensing systems is dependent largely upon its patented high-purity material packaging technology and its proven ability to enhance and improve its products and technologies. Our NOWPak and BrightPak products primarily compete with glass bottle manufacturers. 5

~~ATMI’s~~Table ~~primary~~of ~~competitors in the LifeSciences business include Sartorius Stedim Biotech S.A., Thermo Fisher Scientific Inc., EMD Millipore, Pall Corporation, and GE Health Care Life Sciences.~~ Contents

ATMI ~~competes~~has inmade ~~established~~significant ~~markets~~investments ~~based~~to oncreate ~~our~~global ~~ability~~HPD tocapabilities ~~innovate~~that ~~and~~incorporate onhigh-productivity ~~product~~screening ~~performance,~~tools ~~process~~to ~~efficiency,~~more ~~safety~~rapidly ~~and~~create ~~price. In~~ new ~~and~~materials ~~emerging~~required ~~markets~~by weour ~~compete~~customers. ~~based~~These oncapabilities ~~our~~allow ~~ability~~us to ~~develop~~pursue ~~innovative~~a ~~products~~wider ~~that~~window ~~fulfill~~of ~~new~~material ~~and~~possibilities, ~~changing~~in ~~customer~~a ~~needs~~shorter intime, anutilizing ~~efficient,~~fewer ~~cost-effective~~resources ~~manner~~compared to previous methods. We ~~Increased~~are ~~competition~~currently ~~has,~~using ~~and~~our ~~may~~HPD ~~continue~~capabilities to, ~~affect~~solve ~~the~~customers’ ~~prices~~materials wechallenges ~~are able~~in tomultiple ~~charge~~applications ~~for~~such ~~our~~as ~~products.~~post-CMP ~~In addition~~cleaning, ~~our~~copper ~~competitors~~post-etch ~~could~~residue ~~own~~removal orand ~~could~~others ~~obtain~~- ~~intellectual~~all ~~property~~areas ~~rights~~that ~~which~~pose ~~could~~substantial ~~restrict~~development ~~our~~hurdles ~~ability~~for ~~to market~~ our ~~existing~~customers ~~products~~in ~~and/or~~the race to ~~innovate~~transition ~~and~~to ~~develop~~the ~~new~~next ~~products.~~technology nodes.

During the fourth quarter of 2013, we completed negotiations with Intermolecular, Inc., which resulted in the discontinuation of site, maintenance, and license support for certain long-lived HPD assets. In accordance with the provisions of ASC 360 “Property, Plant and Equipment”, long-lived assets held and used with a carrying amount of $10.8 million and the related prepaid support fees with a carrying amount of $0.7 million were deemed to be impaired and we recorded a charge, which is included in the caption "Research and ~~Development~~development" in the consolidated statements of operations.

~~The Company’s~~Strategic R&D expenses consist of personnel and other direct and indirect costs for internally funded project development, including the use of outside service providers. ATMI also participates in joint development efforts with several key semiconductor manufacturers, advanced technology developers, and semiconductor equipment manufacturers. Total expenses for R&D for the years ended December 31, 2012, 2011 and 2010 were $55.2 million, $53.7 million, and $48.6 million, respectively. Total research and development expenditures represented 13.5 percent, 13.8 percent, and 13.2 percent of revenues in 2012, 2011 and 2010, respectively. Alliances

ATMI ~~has~~forms ~~made~~strategic ~~significant~~alliances, ~~investments~~including tojoint ~~create~~development ~~global~~programs ~~HPD~~and ~~capabilities~~collaborative ~~that~~marketing ~~incorporate~~efforts, ~~high-productivity~~to ~~combinatorial~~develop ~~science-based~~new ~~research~~products ~~tools~~and to ~~shorten~~accelerate the ~~new~~introduction ~~product~~of its products. These programs have led to significant technological advances, including the development ~~life~~of ~~cycle~~proprietary advanced materials and ~~more~~ ~~rapidly~~semiconductor ~~create~~manufacturing ~~new~~processes. ~~materials~~In ~~needed~~October by2011, ~~our~~ATMI ~~customers~~terminated its exclusive license, manufacture, and distribution agreement with Matheson, whereby ATMI had granted licensing rights for ~~their~~the ~~advanced~~manufacturing ~~technology~~and ~~roadmaps.~~worldwide ~~These~~distribution ~~capabilities~~of ~~allow~~certain usSDS products to ~~pursue~~Matheson. ~~more~~Following ~~new~~a ~~product~~transition ~~opportunities~~period of two years ATMI now manufactures substantially all of its SDS products for worldwide distribution. ATMI has a strategic alliance with Enthone, inInc. (“Enthone”), a ~~shorter~~subsidiary ~~time~~of Alent plc, pursuant to which ATMI purchased the exclusive worldwide marketing and ~~use~~distribution ~~fewer~~rights ~~resources~~to ~~compared~~Enthone’s copper ECD products, including its ViaForm products, through 2014, subject to ~~previous~~automatic ~~methods~~renewal upon satisfaction of certain conditions which ATMI has met. WeUnder ~~are currently~~the ~~using~~terms ~~our~~of ~~HPD~~the ~~capabilities~~agreement, Enthone continues to ~~solve~~manufacture the ViaForm products for ATMI. ATMI holds a minority equity interest in Intermolecular, Inc. (“Intermolecular”), has purchased HPD tools from Intermolecular, and has dedicated development resources with multiple key customers’ ~~materials~~using ~~challenges~~this technology platform. ATMI has a minority equity interest in ~~applications~~Anji ~~such~~Microelectronics Co., Ltd., with operations in Shanghai, China, as well as marketing and licensing agreements around advanced semiconductor post-~~CMP~~etch cleaning, ~~high-dose~~materials. ~~implant~~ATMI ~~strip~~has a minority equity investment in Lake LED Materials, ~~copper~~Co., ~~post-etch~~LTD ~~residue~~(“Lake ~~removal~~LED”), ~~advanced~~a South Korean company. We have also formed a strategic alliance with Lake LED focused on providing metal organic precursors to the light emitting diode (“LED”) market for customers outside of Asia. In October 2012, ~~high-k/metal~~ATMI ~~gate~~acquired ~~cleaning~~additional commercial rights to customers and ~~others —~~exclusive ~~all~~intellectual ~~areas~~property ~~that~~rights ~~pose~~related ~~substantial~~to ~~development~~our ~~hurdles~~eVOLV™ recycling technology in exchange for cash consideration and the return of our ~~customers~~equity interest in ~~the~~Green ~~race~~Lyon toGroup, ~~transition~~Inc. toThese ~~the~~alliances ~~next~~and programs enhance ATMI’s core technology ~~nodes.~~base and promote the introduction of new and innovative products.

~~Strategic Alliances~~ Backlog

~~ATMI~~Substantial ~~forms strategic~~portions ~~alliances, including joint development programs and collaborative marketing efforts, to develop new products and to accelerate the introduction~~ of ~~its~~our ~~products.~~business ~~These~~are ~~programs~~conducted have led to significant technological advances, including the development of proprietary advanced materials and semiconductor manufacturing processes. In October 2011, ATMI terminated its exclusive license, manufacture, and distribution agreement with ~~Matheson,~~open-ended ~~whereby~~supply ~~ATMI~~contracts ~~had granted licensing rights for the manufacturing~~ and ~~worldwide~~/ ~~distribution~~or ofconsignment ~~certain~~agreements ~~SDS~~that ~~products~~do tonot ~~Matheson.~~specify ~~Following a transition period of up to two years, beginning on October 31, 2011, ATMI will manufacture substantially all of its SDS products for worldwide distribution~~quantities. ~~ATMI~~The ~~has~~Company adoes ~~strategic~~not ~~alliance~~believe ~~with~~that ~~Enthone,~~backlog ~~Inc.~~as ~~(“Enthone”), a subsidiary~~ of ~~Alent~~any ~~plc,~~particular ~~pursuant~~date tois ~~which~~indicative ATMI purchased the exclusive worldwide marketing and distribution rights to Enthone’s copper ECD products, including its ViaForm products, through 2013, subject to automatic renewal upon satisfaction of ~~certain~~future ~~conditions which ATMI has met~~results. ~~Under the terms of the agreement, Enthone continues to manufacture the ViaForm products for~~

7Patents and Proprietary Rights

~~Table~~ATMI ofhas ~~Contents~~made, and continues to make, a significant investment in securing intellectual property protection for its technology and products. ATMI seeks to protect its technology by, among other things, filing patent applications where appropriate. The Company also relies upon trade secrets, know-how, continuing technological innovation, and licensing opportunities to help develop and maintain its competitive position.

~~ATMI.~~As ~~ATMI~~of ~~holds a minority equity interest in Intermolecular~~December 31, ~~Inc. (“Intermolecular”)~~2013, ~~has purchased HPD tools from Intermolecular, and has dedicated development resources with multiple key customers using this technology platform.~~ ATMI ~~has~~owns aor ~~minority~~controls ~~equity~~approximately ~~interest~~318 inUnited ~~Anji~~States ~~Microelectronics~~patents ~~Co., Ltd., with operations in Shanghai, China, as well as marketing~~ and ~~licensing agreements around advanced semiconductor post-etch cleaning materials. ATMI~~ has aapproximately ~~minority~~140 ~~equity~~current ~~investment~~United inStates ~~Lake~~patent ~~LED~~applications ~~Materials, Co~~pending., ~~LTD~~Foreign ~~(“Lake~~counterparts ~~LED”),~~of acertain ~~South~~of ~~Korean~~these ~~company.~~applications We have ~~also~~been ~~formed~~filed, aor ~~strategic~~may ~~alliance~~be ~~with~~filed ~~Lake~~at ~~LED~~an ~~focused~~appropriate ~~on providing metal organic precursors to the light emitting diode (“LED”) market for customers outside of Asia~~time. ATMI ~~holds~~decides aon ~~minority interest in Disposable-Lab, S.A.S.,~~ a ~~French start~~case-upby-case ~~whose~~basis ~~mission~~whether, ~~is to design~~ and ~~manufacture disposable lab equipment for the biopharmaceutical industry. We also hold a minority interest~~ in ~~ATMI~~which ~~Austar Lifesciences~~countries, ~~Ltd.,~~it anwill ~~early~~file ~~stage~~counterparts ~~enterprise~~of ~~whose~~a ~~purpose~~United isStates topatent ~~manufacture high density polyethylene and Tyvek bags and other pharmaceutical components for the Asian life sciences industry~~application. ~~In October 2012,~~ ATMI’s ~~acquired~~United ~~additional~~States ~~commercial~~patents ~~rights~~expire tobetween ~~customers~~approximately ~~and~~2014 ~~exclusive intellectual property rights related to our eVOLV™ recycling technology in exchange for cash consideration~~ and ~~the return of our equity interest in Green Lyon Group, Inc~~2031. ~~These alliances and programs enhance~~ ATMI’s ~~core~~also ~~technology~~holds ~~base~~approximately ~~and~~19 ~~promote~~United ~~the~~States ~~introduction~~registered ~~of new and innovative products~~trademarks.

~~Backlog~~ATMI requires all employees, outside scientific collaborators, sponsored researchers, and other advisors and consultants who are provided confidential information to execute confidentiality agreements upon the commencement of employment or consulting relationships with the Company. These agreements generally provide that all confidential information developed or made known to the entity or individual during the course of the entity’s or individual’s relationship with ATMI is to be kept confidential and not disclosed to third parties except in specific circumstances. All of ATMI’s employees have entered into agreements providing for the assignment of rights to inventions made by them while employed by the Company.

Substantial portions of our business are conducted with open-ended supply contracts and / or consignment agreements that do not specify quantities. The Company does not believe that backlog as of any particular date is indicative of future results. 6

~~Patents~~Table ~~and~~of ~~Proprietary Rights~~ Contents

~~ATMI~~Environmental ~~has made,~~ and ~~continues~~Social to make, a significant investment in securing intellectual property protection for its technology and products. ATMI seeks to protect its technology by, among other things, filing patent applications where appropriate. The Company also relies upon trade secrets, know-how, continuing technological innovation, and licensing opportunities to help develop and maintain its competitive position. Considerations

AsRegulation. ~~of December 31,~~ATMI ~~2012,~~uses ~~ATMI~~hazardous ~~owns~~materials orand ~~controls~~generates ~~approximately~~regulated ~~391~~waste ~~United~~streams ~~States~~as ~~patents~~part of its manufacturing, processing and ~~has~~R&D ~~approximately~~activities. ~~201~~As ~~current~~a ~~United~~result, ~~States~~the ~~patent~~Company ~~applications~~is ~~pending.~~subject ~~Foreign~~to ~~counterparts~~a variety of ~~certain~~governmental ofregulations ~~these~~related ~~applications~~to ~~have~~the ~~been~~storage, ~~filed~~use, ortransportation, ~~may~~and bedisposal ~~filed at~~of anthese ~~appropriate time~~materials. ATMI’s ~~decides~~failure onto acomply ~~case-by-case~~with ~~basis~~present ~~whether,~~or ~~and~~future inlaws ~~which~~could ~~countries,~~result itin ~~will~~fines ~~file~~or ~~counterparts~~other ofliabilities abeing ~~United~~imposed ~~States~~on ~~patent~~the ~~application.~~Company, ~~ATMI’s~~suspension ~~United~~of ~~States~~production ~~patents~~or ~~expire~~a ~~between~~cessation ~~approximately~~of ~~2013~~operations. Investors and ~~2031.~~others ~~ATMI~~should ~~also holds~~consider ~~approximately~~the 27cautionary ~~United~~statements ~~States~~and ~~registered~~risk ~~trademarks.~~factors discussed in Item 1A below.

Sustainability. ATMI ~~requires~~considers ~~all~~the ~~employees,~~environmental ~~outside~~sustainability ~~scientific~~of ~~collaborators,~~our ~~sponsored researchers,~~products ~~and~~through ~~other~~our ~~advisors~~development ~~and~~process ~~consultants~~with ~~who are provided confidential information to execute confidentiality agreements upon~~ the ~~commencement~~objective of ~~employment~~ensuring orwe ~~consulting relationships with the Company. These agreements generally~~ provide ~~that all~~our ~~confidential~~customers ~~information developed or made known to the entity or individual during the course of the entity’s or individual’s relationship~~ with ~~ATMI~~solutions isthat tomeet betheir ~~kept~~needs ~~confidential~~ and, ~~not disclosed~~ to ~~third parties except in specific circumstances. All of ATMI’s employees have entered into agreements providing for~~ the ~~assignment~~extent ofpossible, ~~rights~~minimize toenvironmental ~~inventions made by them while employed by the Company~~impact.

~~Environmental~~Conflict ~~Considerations~~Minerals. ATMI supports the goals and objectives of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) which requires issuers to disclose their use of conflict minerals and whether their origin was the Democratic Republic of the Congo (DRC) or adjoining countries. ATMI is committed to sourcing materials from companies that share our values around human rights, ethics and environmental responsibility. We expect our suppliers to comply with this important legislation and meet our sustainability expectations.

~~Regulation.~~Refer ~~ATMI uses hazardous materials and generates regulated waste streams as part of its manufacturing, processing and R&D activities. As a result, the Company is subject~~ to awebsite ~~variety of governmental regulations related to the storage, use, transportation, and disposal of these materials~~(http://investor.atmi.com/governance.cfm) ~~ATMI’s~~for ~~failure to comply with present or future laws could result in fines or other liabilities being imposed on the Company, suspension of production or~~ a ~~cessation~~copy of ~~operations.~~our ~~Investors and others should consider the cautionary statements and risk factors discussed in Item 1A below~~policy.

~~Sustainability.~~Employees ~~ATMI considers the environmental sustainability of our products through our development process with the objective of ensuring we provide our customers with solutions that meet their needs~~ and, toEmployee ~~the extent possible, minimize environmental impact.~~ Relations

8As of December 31, 2013, ATMI employed 647 individuals, including 278 in sales, marketing, and administration, 238 in operations, and 131 in research and development. ATMI has never experienced any work stoppages and considers its relations with its employees to be good.

~~Table~~Company ~~of Contents~~Information

~~Employees~~ATMI was incorporated under the laws of Delaware in 1997, and ~~Employee~~its ~~Relations~~predecessor company was incorporated under the laws of Delaware in 1987. ATMI’s headquarters is located at 7 Commerce Drive, Danbury, Connecticut 06810, and the telephone number is (203) 794-1100.

AsATMI’s ofwebsite ~~December 31,~~can ~~2012,~~be ~~ATMI~~found ~~employed~~on ~~817~~the ~~individuals,~~Internet ~~including~~at ~~344~~www.atmi.com. inThe ~~sales,~~website ~~marketing,~~contains information about the Company and ~~administration~~its operations. We make available free of charge through our website our Annual Reports on Form 10-K, ~~310~~Quarterly inReports ~~operations~~on Form 10-Q, and ~~163~~Current inReports ~~research~~on Form 8-K, and ~~development.~~amendments ~~Approximately~~to 9these ~~percent~~reports, ofas ~~the Company’s~~soon ~~employees~~as ~~are~~reasonably ~~covered~~practicable byafter ~~collective~~we ~~bargaining~~electronically ~~agreements,~~file ~~which~~such ~~expire~~material inwith, ~~June~~or ~~2013.~~furnish ~~All~~such ofmaterial to, the ~~employees~~Securities ~~covered~~and byExchange ~~these~~Commission ~~agreements~~(SEC). ~~are~~These ~~based~~reports inmay ~~Belgium.~~be ~~ATMI~~accessed ~~has~~on ~~never~~our ~~experienced~~website ~~any~~by ~~work~~following ~~stoppages~~the ~~and~~link ~~considers~~under ~~its~~Investor ~~relations with~~and ~~its~~then ~~employees~~clicking toon beFinancial ~~good~~Information.

~~Company~~Any ~~Information~~of our reports filed or furnished with the SEC can also be obtained in print by any stockholder who requests them from our Investor Relations Department:

~~ATMI~~Investor was incorporated under the laws of Delaware in 1997, and its predecessor company was incorporated under the laws of Delaware in 1987. ATMI’s headquarters is located at 7 Commerce Drive, Danbury, Connecticut 06810, and the telephone number is (203) 794-1100. Relations

ATMI’s website can be found on the Internet at www.atmi.com. The website contains information about the Company and its operations. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (SEC)Inc. ~~These reports may be accessed on our website by following the link under Investor and then clicking on Financial information.~~

~~Any~~7 ofCommerce ~~our reports filed or furnished with the SEC can also be obtained in print by any stockholder who requests them from our Investor Relations Department:~~ Drive

~~Investor~~Danbury, ~~Relations~~ CT 06810

~~ATMI, Inc.~~ 7

7Table ~~Commerce~~of ~~Drive~~ Contents

~~Danbury,~~Item 1A. CTRisk ~~06810~~ Factors

9Cautionary Statements Regarding Future Results of Operations

~~Table~~You should read the following cautionary statements in conjunction with the factors discussed elsewhere in this and other of ~~Contents~~our filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings. These cautionary statements are intended to highlight material factors that may affect our financial condition and results of operations. Like other companies, we are susceptible to macroeconomic downturns in the United States or abroad that may affect the general economic climate and our performance and the performance of our customers. Similarly, the price of our common stock is subject to volatility because of fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control.

~~Item 1A.~~Our ~~Risk~~merger ~~Factors~~with Entegris could be delayed or fail to close, which could adversely affect our financial condition and could negatively impact our stock price.

~~Cautionary~~On ~~Statements~~February ~~Regarding~~4, ~~Future~~2014, ~~Results~~we entered into an agreement and plan of ~~Operations~~merger pursuant to which we agreed to be merged into a wholly owned subsidiary of Entegris. We will incur significant transaction costs relating to the merger, including legal, financial advisory, and other expenses. In general, these expenses are payable by us whether or not the merger is completed. If the merger is not completed under specific circumstances provided in the agreement and plan of merger, we may be required to pay Entergris a termination fee of $30 million. The payment of such transaction costs or termination fees could have an adverse effect on our financial condition, results of operations or cash flows. In addition, we could be subject to litigation in the event the merger is not consummated, which could subject us to significant liability for damages and result in the incurrence of substantial legal fees. The current price of our stock may reflect an assumption that the pending merger will occur and failure to complete the merger could result in a decline in our stock price.

~~You~~We should read the following cautionary statements in conjunction with the factors discussed elsewhere in this and other of our filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings. These cautionary statements are intended to highlight material factors that may ~~affect~~encounter ~~our~~difficulties ~~financial condition and results of operations. Like other companies, we are susceptible to macroeconomic downturns in the United States~~ or ~~abroad~~unforeseen ~~that~~challenges ~~may~~supporting ~~affect~~Pall ~~the~~Corporation ~~general~~during ~~economic climate and our performance and~~ the ~~performance~~Transition ofServices ~~our customers~~period. Similarly, the price of our common stock is subject to volatility because of fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control.

~~Our~~We ~~profit~~may ~~margins~~encounter ~~may~~difficulty beor ~~adversely~~unforeseen ~~affected~~challenges byin aproviding ~~number~~transition services to Pall Corporation in accordance with the terms of ~~factors~~the Transition Services Agreement related to the sale of the LifeSciences business. These challenges could include ensuring proper data segregation in our systems and managing our resources effectively to ensure we adequately support both businesses.

Our profit margins may be adversely affected ~~in the future~~ by a number of factors~~, including price reductions, decreases in our shipment volume, reductions in, or obsolescence of, our inventory, shifts in our product mix and changes in foreign currency exchange rates~~. Many of our expenses, particularly those relating to capital equipment and manufacturing overhead, are fixed in the short term. Accordingly, reduced demand for our products and services can cause our fixed production costs to be allocated across reduced production volumes, which can adversely affect our gross margin and profitability, and reduced demand could adversely affect our performance. Our ability to reduce expenses is further constrained because we must continue to invest in research and development to maintain our competitive position and to maintain service and support for our existing global customer base.

~~Cyclicality~~Our profit margins may be adversely affected in the ~~markets~~future weby ~~sell~~a number of factors, including price reductions, decreases in our shipment volume, improvements in our customers' abilities to ~~may~~efficiently use our chemistries, reductions in, or obsolescence of, our inventory, shifts in our product mix and changes in foreign currency exchange rates. Many of our expenses, particularly those relating to capital equipment and manufacturing overhead, are fixed in the short term. Accordingly, reduced demand for our products and services can cause our fixed production costs to be allocated across reduced production volumes, which can adversely affect our gross margin and profitability, and reduced demand could adversely affect our performance. Our ability to reduce expenses is further constrained because we must continue to invest in research and development to maintain our competitive position and to maintain service and support for our existing global customer base.

~~The~~Cyclicality ~~semiconductor and life sciences equipment markets have historically been cyclical and subject to significant and often rapid increases or decreases~~ in ~~demand. These changes could adversely affect our results of operations and could have an adverse effect on~~ the market price of our common stock. Our results of operations have been adversely affected, and may be further affected in the future, if demand for semiconductors, or devices that use semiconductors, flat panels or life sciences products decreases or grows at a significantly slower pace than has historically occurred. Subsequent upturns in the markets ~~which~~ we ~~serve~~sell ~~have~~to ~~historically been characterized by sudden increased product demand and production capacity constraints. We~~ may ~~have~~adversely ~~difficulty~~affect ~~reacting quickly enough to a sudden upturn in demand for~~ our ~~products and may incur significant expediting and manufacturing costs to meet a rapid increase in customer demand~~performance.

~~Global~~The ~~economic~~semiconductor ~~crisis~~equipment ~~and~~market ~~uncertainty~~has inhistorically ~~financial~~been ~~markets~~cyclical ~~could~~and ~~materially~~subject to significant and often rapid increases or decreases in demand. These changes could adversely affect our ~~business~~results of operations and could have an adverse effect on the market price of our common stock. Our results of operations have been adversely affected, and may be further affected in the future, if demand for semiconductors, or devices that use semiconductors, or flat panels products decreases or grows at a significantly slower pace than has historically occurred. Subsequent upturns in the markets which we serve have historically been characterized by sudden increased product demand and production capacity constraints. We may have difficulty reacting quickly enough to a sudden upturn in demand for our products and may incur significant expediting and manufacturing costs to meet a rapid increase in customer demand.

On an ongoing basis, our business may be affected by economic down-turns which could impact the volatility and liquidity of financial and credit markets, the general global economy, and factors such as inflationary or deflationary pressures yielding other market or economic challenges. There can be no assurance that there will not be deterioration in credit and financial markets affecting consumer confidence in economic conditions. In addition, financial difficulties experienced by our suppliers, distributors or customers could result in product delays, increased accounts receivable defaults and inventory challenges. Similarly, the price of our common stock is subject to volatility due to fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control. 8

~~Our~~Table ~~business could be adversely affected if we cannot protect our proprietary technology or if we infringe on the proprietary technology~~ of ~~others.~~ Contents

~~Our~~Global ~~proprietary~~economic ~~technology~~crisis ~~supports~~and ~~our~~uncertainty ~~ability to compete effectively with other companies. Although we have been awarded, have filed applications for or have been licensed under numerous patents~~ in ~~the~~financial ~~United~~markets ~~States~~could ~~and~~materially ~~other countries, these patents may not fully protect our technology or competitive position. Further, our competitors may apply for~~ and ~~obtain~~adversely ~~patents~~affect ~~that will restrict~~ our ~~ability~~business ~~to make~~ and ~~sell~~results ~~our~~of ~~products~~operations.

10On an ongoing basis, our business may be affected by economic down-turns which could impact the volatility and liquidity of financial and credit markets, the general global economy, and factors such as inflationary or deflationary pressures yielding other market or economic challenges. There can be no assurance that there will not be deterioration in credit and financial markets affecting consumer confidence in economic conditions. In addition, financial difficulties experienced by our suppliers, distributors or customers could result in product delays, increased accounts receivable defaults and inventory challenges. Similarly, the price of our common stock is subject to volatility due to fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control.

~~Table~~Our business could be adversely affected if we cannot protect our proprietary technology or if we infringe on the proprietary technology of ~~Contents~~others.

Our ~~competitors~~proprietary ~~may~~technology ~~intentionally~~supports ~~infringe~~ our ~~patents.~~ability ~~Third~~to ~~parties~~compete ~~may~~effectively ~~also~~with ~~assert~~other ~~infringement claims against us in the future~~companies. ~~Litigation~~Although ~~may~~we behave ~~necessary~~been ~~to enforce patents issued to us~~awarded, tohave ~~protect~~filed ~~our~~applications ~~trade~~for ~~secrets~~ or ~~know-how,~~have tobeen ~~defend~~licensed ~~ourselves~~under ~~against~~numerous ~~claimed~~patents ~~infringement~~in of the rights of others or to determine the scope and validity of the proprietary rights of others. The defense and prosecution of patent suits are both costly and time consuming, even if the outcome is favorable to us. Outside the United States, ~~in particular, such proceedings can be extremely expensive~~ and ~~their outcome~~other ~~very unpredictable. An adverse outcome in the defense of a patent suit could cause us to lose proprietary rights~~countries, ~~subject~~these uspatents tomay ~~significant~~not ~~liabilities~~fully toprotect ~~third~~our ~~parties~~technology or ~~require~~competitive ~~us to license rights from third parties or to cease selling our products~~position. ~~Any~~Further, ~~of these events could have a material adverse effect on~~ our ~~business,~~competitors ~~operating~~may ~~results~~apply for and ~~financial~~obtain ~~condition.~~patents ~~We also rely on unpatented proprietary technology~~ that ~~others~~will ~~may~~restrict ~~independently~~our ~~develop~~ability ~~or otherwise obtain access~~ to~~. Our~~ ~~inability~~make toand ~~maintain~~sell ~~the proprietary nature of~~ our ~~technologies could negatively affect our revenues and earnings~~products.

~~The~~Our ~~loss~~competitors may intentionally infringe our patents. Third parties may also assert infringement claims against us in the future. Litigation may be necessary to enforce patents issued to us, to protect our trade secrets or know-how, to defend ourselves against claimed infringement of the rights of others or ~~significant~~ ~~curtailment~~to determine the scope and validity of ~~purchases~~the byproprietary ~~any~~rights of others. The defense and prosecution of patent suits are both costly and time consuming, even if the outcome is favorable to us. Outside the United States, in particular, such proceedings can be extremely expensive and their outcome very unpredictable. An adverse outcome in the defense of a patent suit could cause us to lose proprietary rights, subject us to significant liabilities to third parties or require us to license rights from third parties or to cease selling our ~~largest~~products. ~~customers~~Any of these events could ~~adversely~~have ~~affect~~a material adverse effect on our business, operating results ofand ~~operations~~financial condition. We also rely on unpatented proprietary technology that others may independently develop or otherwise obtain access to. Our inability to maintain the proprietary nature of our technologies could negatively affect our revenues and earnings.

~~While we generate revenue from hundreds of customers worldwide, in 2012, approximately 68 percent of our revenues were generated by 20 customers.~~ The loss of or significant curtailment of purchases by ~~one~~any ~~or more~~ of our ~~top~~largest customers, ~~including~~could ~~curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers or the timing of customer inventory adjustments may~~ adversely affect our results of operations. Our customers and their customers aggressive management of inventory has already adversely affected our results of operations in the past and may continue to adversely affect future results of operations.

~~Customer~~While ~~driven~~we ~~pricing~~generate ~~pressure~~revenue from hundreds of customers worldwide, in 2013, approximately 76 percent of our revenues were generated by 20 customers. The loss of or significant curtailment of purchases by one or more of our top customers, including curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers or the timing of customer inventory adjustments may adversely affect our ~~average~~results ~~selling~~of ~~prices~~operations. Our customers and their customers aggressive management of inventory has already adversely affected our results of operations in the past and may continue to adversely affect future results of operations.

WeCustomer ~~face aggressive~~driven ~~cost-containment pressures from our customers. There can be no assurances that we will be able to maintain current prices in the face of continuing~~ pricing ~~pressures.~~pressure ~~Over time, the average price for our products~~ may ~~decline~~adversely ~~as the markets for these products become more competitive. Any material reduction in product prices could negatively~~ affect ~~both~~our ~~revenues~~average ~~and~~selling ~~profits~~prices.

~~Our~~We ~~revenues~~face ~~and~~aggressive ~~earnings~~cost-containment ~~could~~pressures from our customers. There can be ~~negatively~~no ~~affected~~assurances ifthat we ~~cannot~~will ~~anticipate~~be ~~market~~able ~~trends,~~to ~~enhance~~maintain ~~our~~current ~~existing~~prices ~~products~~in ~~and~~the ~~processes~~face of continuing pricing pressures. Over time, ~~develop~~the ~~and commercialize~~average ~~new~~price for our products ~~and~~may ~~processes,~~decline ~~and~~as ~~identify~~the ~~and~~markets ~~consummate~~for ~~strategic~~these ~~acquisitions~~products become more competitive. Any material reduction in product prices could negatively affect both revenues and profits.

WeOur ~~believe~~revenues ~~that~~and ~~our~~earnings ~~future~~could ~~success~~be ~~will depend,~~negatively inaffected ~~part,~~if ~~upon~~we ~~our~~cannot ~~ability to~~ anticipate ~~rapidly changing technologies and~~ market trends, to enhance our existing products and processes, to develop and commercialize new products and processes, and toidentify expand through selected acquisitions of technologies or businesses or other strategic alliances. The microelectronics industry markets we serve undergo frequent technological changes, which in turn create demand for new and ~~improved~~consummate products and process technologies. We may not be able to improve our existing products and process technologies or to develop and market new products and technologies that will be cost-effective or introduced in a timely manner or accepted in the marketplace. We may not be able to leverage our knowledge to make full use of combinatorial science and HPD capabilities as an effective market offering for our customers. Our failure to develop or introduce enhanced and new products and processes in a timely manner may negatively affect our revenues and earnings, and result in a potential impairment of assets. Management considers, on a continuing basis, potential acquisitions of technologies and businesses and other strategic ~~alliances, some of which may be material to us~~acquisitions. ~~However, we cannot be assured that we will identify or succeed in consummating transactions with suitable acquisition candidates or alliance partners in the future.~~

We ~~may~~believe ~~have~~that ~~difficulty~~our ~~obtaining~~future ~~the~~success ~~resources~~will ordepend, ~~products~~in wepart, ~~need~~upon ~~for~~our ~~manufacturing~~ability orto ~~assembling~~anticipate rapidly changing technologies and market trends, to enhance our existing products and processes, to develop and commercialize new products and processes, and to expand through selected acquisitions of technologies or ~~operating~~businesses or other ~~aspects~~strategic ofalliances. ~~our business~~The microelectronics industry markets we serve undergo frequent technological changes, which ~~could~~in ~~adversely~~turn ~~affect~~create demand for new and improved products and process technologies. We may not be able to improve our ~~ability~~existing products and process technologies or to ~~meet~~develop ~~demand~~and market new products and technologies that will be cost-effective or introduced in a timely manner or accepted in the marketplace. We may not be able to leverage our knowledge to make full use of combinatorial science and HPD capabilities as an effective market offering for our customers. Our failure to develop or introduce enhanced and new products and processes in a timely manner may ~~increase~~negatively affect our ~~costs~~revenues and earnings, and result in a potential impairment of assets. Management considers, on a continuing basis, potential acquisitions of technologies and businesses and other strategic alliances, some of which may be material to us. However, we cannot be assured that we will identify or succeed in consummating transactions with suitable acquisition candidates or alliance partners in the future.

We have hundreds of suppliers providing various materials that we use in the production of our products and other aspects of our business, and we seek, where possible, to have several sources of supply for all of these materials. However, we may rely on a single or a limited number of suppliers, or upon suppliers in a single country, for certain of these materials. The inability of such suppliers to deliver adequate supplies of reasonable quality production materials or other supplies could disrupt our production process. In addition, production could be disrupted by the unavailability of the resources used in production such as electricity, chemicals, and gases. The unavailability or reduced availability of the materials or resources we use in our business may require us to reduce production of products or may require us to incur additional costs in order to obtain an adequate supply of these materials or resources. Our LifeSciences business is also subject to governmental approval for products that are part of the manufacture of pharmaceuticals. The occurrence of any of these events could adversely affect our business and results of operations. 9

11Table of Contents

~~Table~~We may have difficulty obtaining the resources or products we need for manufacturing or assembling our products or operating other aspects of ~~Contents~~our business, which could adversely affect our ability to meet demand for our products and may increase our costs.

We ~~face~~have ~~intense~~hundreds ~~competition~~of ~~from~~suppliers aproviding ~~variety~~various materials that we use in the production of our products and other aspects of our business, and we seek, where possible, to have several sources of supply for all of these materials. However, ~~including~~we ~~larger~~may ~~companies~~rely on a single or a limited number of suppliers, or upon suppliers in a single country, for certain of these materials. The inability of such suppliers to deliver adequate supplies of reasonable quality production materials or other supplies could disrupt our production process. In addition, production could be disrupted by the unavailability of the resources used in production such as electricity, chemicals, and gases. The unavailability or reduced availability of the materials or resources we use in our business may require us to reduce production of products or may require us to incur additional costs in order to obtain an adequate supply of these materials or resources. The occurrence of any of these events could adversely affect our business and results of operations.

~~The~~We ~~markets~~face ~~for~~intense ~~our~~competition ~~products~~from ~~are~~a ~~intensely~~variety ~~competitive. A number~~ of ~~domestic~~sources, ~~and~~including ~~international~~larger companies ~~engage in commercial activities in the markets we serve~~. Many of these companies have substantially greater financial, research and development, manufacturing and sales resources than we do. In addition, as these industries evolve, other competitors may emerge. To remain competitive, we must continue to invest in and focus upon research and development and product and process innovation. We may not be successful if we cannot compete on: price, technical capabilities, quality, or customer service.

~~Our~~The ~~global~~markets for our products are intensely competitive. A number of domestic and international companies engage in commercial activities in the markets we serve. Many of these companies have substantially greater financial, research and development, manufacturing and sales ~~activities~~resources ~~subject~~than uswe do. In addition, as these industries evolve, other competitors may emerge. To remain competitive, we must continue to ~~risks~~invest ~~associated~~in ~~with~~and ~~legal~~focus upon research and development and product and process innovation. We may not be successful if we cannot compete on: price, ~~political~~technical capabilities, ~~economic~~quality, or ~~other~~customer ~~changes~~service.

WeOur ~~have~~global ~~facilities~~manufacturing ~~in eight countries worldwide~~ and ~~in 2012, approximately 81 percent of our revenues came from~~ sales toactivities ~~companies~~subject ~~outside the United States. The global nature of our business and the significance of our foreign operations expose~~ us to ~~certain~~ risks inassociated ~~the~~with ~~countries in which we operate~~legal, ~~including~~ political, ~~and~~ economic ~~instability,~~or ~~the~~other ~~adequacy of country infrastructure and labor resources, currency fluctuations and controls, compliance with foreign laws and intellectual property protection,~~ changes in export controls, health conditions, and possible disruptions in transportation networks, which could result in an adverse effect on our business operations in such countries and our results of operations.

~~Our~~We ~~results~~have facilities in seven countries worldwide and in 2013, approximately 83 percent of our revenues came from sales to companies outside the United States. The global nature of our business and the significance of our foreign operations ~~could~~expose beus ~~adversely~~to ~~affected by~~certain risks in the countries in which we operate, including political and economic instability, the adequacy of country infrastructure and labor resources, currency fluctuations and controls, compliance with foreign laws and intellectual property protection, changes in ~~exchanges~~export ~~rates.~~controls, health conditions, and possible disruptions in transportation networks, which could result in an adverse effect on our business operations in such countries and our results of operations.

~~Given~~Our ~~our~~results ~~current~~of operations ~~and~~could ~~large~~be ~~customer~~adversely ~~base~~affected ~~outside~~by the United States, we employ the use of forward currency exchange contracts and foreign exchange contracts designated as cash flow hedges to attempt to minimize the potentially adverse earnings effect from exchange rate fluctuations ~~on our net balance sheet exposures. Nevertheless,~~ in ~~periods~~ when the U.S. dollar significantly fluctuates in relation to the non-U.S. currencies in which we transact business, such as the Euro, Japanese Yen, the South Korean Won, and the New Taiwan Dollar, fluctuations can have an adverse effect on our revenues and results of operations. Our foreign exchange ~~contracts designed as cash flow hedges may be less effective if the forecasted notional amount hedged differs from the actual amount of cash collected~~rates.

~~Our~~Given ~~results~~our ofcurrent operations ~~could~~and belarge ~~adversely~~customer ~~affected~~base byoutside ~~climate~~the ~~change~~United States, we employ the use of forward currency exchange contracts and ~~natural~~foreign ~~events~~exchange contracts designated as cash flow hedges to attempt to minimize the potentially adverse earnings effect from exchange rate fluctuations on our net balance sheet exposures. Nevertheless, in periods when the ~~locations~~U.S. dollar significantly fluctuates in relation to the non-U.S. currencies in which we transact business, ~~our~~such ~~customers~~as orthe Euro, Japanese Yen, the South Korean Won, and the New Taiwan Dollar, fluctuations can have an adverse effect on our ~~suppliers~~ ~~operate~~revenues and results of operations. Our foreign exchange contracts designed as cash flow hedges may be less effective if the forecasted notional amount hedged differs from the actual amount of cash collected.

WeOur ~~have~~results ~~manufacturing~~of ~~and other~~ operations ~~in locations subject to natural events such as severe weather and earthquakes that~~ could ~~disrupt~~be ~~operations.~~adversely Inaffected ~~addition,~~by ~~our~~climate ~~suppliers~~change and ~~customers~~natural ~~also~~events ~~have operations~~ in ~~such~~the locations. ~~A natural disaster that results~~ in awhich ~~prolonged disruption to our operations~~we, or our customers’ or ~~suppliers’ operations, may adversely affect~~ our ~~results~~suppliers ~~of operations and financial condition~~operate. ~~Also, climate change poses both regulatory and physical risks that could harm our results of operations or affect the way we conduct our businesses.~~

~~Incorrect~~We ~~forecasts~~have ofmanufacturing ~~customer~~and ~~demand~~other operations in locations subject to natural events such as severe weather and earthquakes that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. A natural disaster that results in a prolonged disruption to our operations, or our customers’ or suppliers’ operations, may adversely affect our results of operations and financial condition. Also, climate change poses both regulatory and physical risks that could harm our results of operations or affect the way we conduct our businesses.

~~Our~~Incorrect ~~ability to match inventory and production mix with the product mix needed to fill current orders and orders to be delivered may affect our ability to meet our~~ forecasts. ~~In addition, when responding to customers’ requests for shorter shipment lead times, we manufacture product based on forecasts~~ of ~~customers’ demands. These forecasts are based on multiple assumptions. If we inaccurately forecast~~ customer demand, ~~we may incur expedited shipping costs to deliver products to meet customer demand or hold excess or obsolete inventory that would reduce our profit margins and~~ could adversely affect our results of operations.

12Our ability to match inventory and production mix with the product mix needed to fill current orders and orders to be delivered may affect our ability to meet our forecasts. In addition, when responding to customers’ requests for shorter shipment lead times, we manufacture product based on forecasts of customers’ demands. These forecasts are based on multiple assumptions. If we inaccurately forecast customer demand, we may incur expedited shipping costs to deliver products to meet customer demand or hold excess or obsolete inventory that would reduce our profit margins and could adversely affect our results of operations.

~~Table of Contents~~10

WeTable ~~may~~of have difficulty managing our growth and attracting and retaining highly skilled scientific, technical, managerial and marketing personnel, which could adversely affect our revenues and increase our operating expenses. Contents

We may have ~~historically~~ ~~experienced~~difficulty ~~periods~~managing ~~of growth and intend to grow~~ our ~~business in the future. The management of our~~ growth ~~requires qualified personnel, systems~~ and ~~other~~attracting ~~resources. Our future success will depend in part on our ability to attract~~ and ~~retain~~ retaining highly skilled scientific, technical, managerial and marketing personnel~~. Competition for such personnel in the industries that we serve is intense~~, ~~and~~which ~~our~~could ~~competitors~~adversely ~~are~~affect ~~often larger and more established than we are. We may not be successful in attracting and retaining qualified personnel. In addition,~~ our ~~expansion~~revenues ~~may also significantly strain operational, management, financial, sales~~ and ~~marketing~~increase ~~and other resources. To manage growth effectively, we must continue to enhance and integrate~~ our information technology infrastructure, systems and controls and successfully expand, train and manage our employee base. We may not be able to manage this expansion effectively, including by providing satisfactory levels of customer service and technical support. Inability to manage our growth and to attract and retain skilled personnel could have a material adverse effect on our business, operating ~~results and financial condition~~expenses.

We ~~engage~~have inhistorically experienced periods of growth and intend to grow our business ~~combinations~~in the future. The management of our growth requires qualified personnel, systems and ~~asset~~other ~~acquisitions~~resources. Our future success will depend in part on our ability to attract and retain highly skilled scientific, technical, managerial and marketing personnel. Competition for such personnel in the industries that we serve is intense, and our competitors are often larger and more established than we are. We may ~~encounter~~not ~~difficulties~~be ~~integrating~~successful ~~acquired~~in ~~businesses~~attracting ~~with~~and retaining qualified personnel. In addition, our ~~current~~expansion ~~operations; therefore~~may also significantly strain operational, management, financial, sales and marketing and other resources. To manage growth effectively, we must continue to enhance and integrate our information technology infrastructure, systems and controls and successfully expand, train and manage our employee base. We may not ~~realize~~be ~~the~~able ~~anticipated~~to ~~benefits~~manage this expansion effectively, including by providing satisfactory levels of ~~the~~customer ~~acquisitions~~service and technical support. Inability to manage our growth and to attract and retain skilled personnel could have a material adverse effect on our business, operating results and financial condition.

We ~~seek~~engage ~~to grow,~~ in ~~part,~~business ~~through~~combinations ~~strategic~~and ~~business combinations~~divestitures and asset acquisitions~~. In the past several years~~, ~~we have made certain acquisitions intended to complement~~ and ~~expand our business, and~~ may ~~continue~~encounter todifficulties dointegrating ~~so in the future. The success of these transactions will depend on our ability to integrate assets and retain and integrate key personnel~~ acquired ~~in these transactions, apply our internal controls to these acquired~~ businesses, ~~and cooperate~~ with our ~~strategic~~current ~~partners. We may encounter difficulties in integrating acquisitions with our~~ operations,; ~~applying our internal controls processes to these acquisitions~~therefore, ~~and in managing strategic investments. We may also have difficulty in integrating and managing new IT environments. Furthermore,~~ we may not realize the ~~degree~~anticipated ~~or timing of~~ benefits ~~we anticipate when we first enter into a transaction. Any~~ of the ~~foregoing could adversely affect our business and results of operations~~acquisitions.

ToWe ~~fully~~seek ~~achieve~~to ~~the~~grow, ~~anticipated~~in ~~benefits~~part, ofthrough strategic business combinations and asset acquisitions. In the ~~SDS~~past ~~Direct~~several ~~transaction~~years, ~~will~~we ~~require~~have amade certain ~~amount~~acquisitions intended to complement and expand our business, and may continue to do so in the future. The success of ~~capital~~these ~~spending~~transactions ~~associated~~will ~~with~~depend ~~expanding~~on our ~~manufacturing~~ability ~~facilities~~to ~~and~~integrate ~~obtaining~~assets ~~new~~and ~~business licenses~~retain and ~~permits~~integrate key personnel acquired in ~~certain~~these ~~countries~~transactions, apply our internal controls to these acquired businesses, and cooperate with our strategic partners. We may ~~have~~encounter ~~difficulty~~difficulties ~~transitioning~~in ~~responsibilities~~integrating ~~away~~acquisitions ~~from~~with ~~Matheson~~our ~~causing~~operations, ~~the~~applying ~~transition~~our tointernal becontrols ~~more~~processes ~~expensive~~to ~~than~~these ~~anticipated~~acquisitions, orand ~~potentially~~in ~~causing~~managing ~~business~~strategic ~~interruptions~~investments. We may also ~~encounter issues~~have difficulty in ~~obtaining~~integrating ~~the~~and ~~necessary~~managing ~~licenses~~new ~~and~~IT ~~permits~~environments. inFurthermore, ~~certain~~we ~~countries~~may ~~making~~not itrealize ~~difficult~~the todegree ~~achieve~~or ~~the~~timing ~~full~~of ~~revenue~~benefits ~~and~~we ~~cash~~anticipate ~~flow~~when ~~benefits~~we offirst ~~this~~enter into a transaction. inAny aof ~~timely~~the ~~manner.~~foregoing could adversely affect our business and results of operations.

We face the risk of product liability claims.

The manufacture and sale of our products, which include thin film, and other toxic materials ~~and packages for life sciences applications~~, involve the risk of product liability claims. In addition, a failure of one of our products at a customer site could interrupt the business operations of the customer. Our existing insurance coverage limits may not be adequate to protect us from all liabilities that we might incur in connection with the manufacture and sale of our products if a successful product liability claim or series of product liability claims were brought against us.

We may be subject to information technology system failures, network disruptions and breaches in data security.

Information technology system failures, network disruptions and breaches of data security from cyber-attacks, employee social media use on our computers or through failure of our internet service providers and other cloud computing service providers to successfully secure their own systems could disrupt our operations causing customer communication and order management issues, unintentional disclosure of customer, employee and proprietary information, and disruption in transaction processing which could affect our reputation and reporting of financial results. While management has taken steps to address these concerns by implementing sophisticated network security, hiring competent personnel and establishing prudent internal control measures, there can be no assurance that a system failure or data security breach will not have a material adverse effect on our financial condition and operating results.

13Our business is potentially subject to substantial liabilities for failure to comply with environmental regulations.

~~Table~~We use, generate and discharge toxic or otherwise hazardous chemicals and waste in our manufacturing, processing and research and development activities. As a result, we are subject to a variety of ~~Contents~~governmental regulations related to the storage, use and disposal of these materials. Our failure to comply with present or future laws could result in fines or other liabilities being imposed on us, suspension of production or a cessation of operations.

~~Our~~In ~~business~~addition, isunder ~~potentially~~federal ~~subject~~and state statutes and regulations, a government agency may seek to ~~substantial~~recover ~~liabilities~~its response costs and/or require future remedial measures from both operators and owners of property where releases of hazardous substances may have occurred (including releases by prior occupants) or are ongoing, and for ~~failure~~which toonly ~~comply~~partial ~~with~~indemnification ~~environmental regulations.~~may be available in some cases.

WeOur ~~use,~~activities ~~generate~~may ~~and~~also ~~discharge~~result ~~toxic or otherwise hazardous chemicals and waste~~ in our ~~manufacturing,~~being ~~processing~~subject ~~and research~~to ~~and~~additional ~~development activities~~regulation. AsSuch aregulations ~~result,~~could werequire ~~are~~us ~~subject~~ to aacquire ~~variety~~significant ofadditional ~~governmental~~equipment ~~regulations~~or ~~related~~ to ~~the~~incur ~~storage,~~other ~~use~~substantial ~~and~~expenses ~~disposal~~to ofcomply ~~these~~with ~~materials~~environmental laws. Our failure to ~~comply~~control ~~with~~the ~~present~~use orof ~~future~~hazardous ~~laws~~substances could ~~result~~subject ~~in fines or other liabilities being imposed on~~ us, ~~suspension~~to ofsubstantial ~~production~~financial ~~or a cessation of operations~~liabilities.

In addition, under federal and state statutes and regulations, a government agency may seek to recover its response costs and/or require future remedial measures from both operators and owners of property where releases of hazardous substances may have occurred (including releases by prior occupants) or are ongoing, and for which only partial indemnification may be available in some cases. 11

~~Our~~Table activities may also result in our being subject to additional regulation. Such regulations could require us to acquire significant additional equipment or to incur other substantial expenses to comply with environmental laws. Our failure to control the use of ~~hazardous substances could subject us to substantial financial liabilities.~~ Contents

Our financial results or financial condition could be adversely affected by changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, business combinations, asset impairment, inventories, fair value measurements, self-insurance, tax matters and litigation, are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance or financial condition.

Our results of operations could be adversely affected by changes in taxation.

Because we are a multi-national company, we have a business presence in many countries and, as a result, are subject to taxation and audit by a number of taxing authorities. Tax rates vary among the jurisdictions in which we operate. Our results of operations could be affected by market opportunities or decisions we make that cause us to increase or decrease operations in one or more countries, or by changes in applicable tax rates or audits by the taxing authorities in countries in which we operate. In addition, we are subject to laws and regulations in various locations that govern the determination of which is the appropriate jurisdiction to decide when and how much profit has been earned and is subject to taxation in that jurisdiction. Changes in these laws and regulations could affect the locations where we are deemed to earn income, which could in turn affect our results of operations. We have deferred tax assets on our balance sheet. Changes in applicable tax laws and regulations could affect our ability to realize those deferred tax assets, which could also affect our results of operations. Each quarter we forecast our tax liability based on our forecast of our performance for the year. If that performance forecast changes, our forecasted tax liability may change.

Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.

Changing laws, regulations and standards relating to corporate governance and public disclosure, and new regulations from the SEC, have created uncertainty for public companies such as ours. One such example is the current ambiguity regarding the breadth and pace of adoption of IFRS whether by convergence or SEC mandate. These laws, regulations, and standards are subject to varying interpretations in many cases and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices and our commitment to maintaining high standards with regard thereto. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased selling, general, and administrative expenses and significant management time and attention. We are also monitoring the evolving establishment of SEC rules in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) to determine the potential future effect on our disclosures and shareholders rights. One example of incremental regulation is the newly promulgated provision of Dodd-Frank regarding the disclosure of Conflict Minerals beginning in 2014.

14Item 1B. Unresolved Staff Comments

~~Table of Contents~~None.

~~Item 1B. Unresolved Staff Comments~~ 12

~~None.~~Table of Contents

Item 2. ~~Properties~~ Properties

This table summarizes the location and size of ATMI’s significant real properties as of December 31, ~~2012~~2013:

Location	Square Footage	Lease / Own
Anseong, South Korea	13,000	Own
Anseong, South Korea	10,000	Lease
Bloomington, MN	68,000	Lease
Bloomington, MN(3)	68,000	Lease
Brussels, Belgium (2)	22,000	Lease
Burnet, TX	77,000	Own
Brussels, Belgium	22,000	Lease
Chutung Town, Taiwan	18,000	Lease
Danbury, CT (1)	31,000	Lease
Danbury, CT	73,000	Lease
Hoegaarden, Belgium	74,000	Own
Hoegaarden, Belgium (2)	74,000	Own
Hsin-chu, Taiwan	30,000	Lease
JangAn, South Korea	127,000	Own
Round Rock, TX	15,000	Lease
Shanghai, China	76,000	Lease
Suwon-si, South Korea	16,000	Lease
Suwon, South Korea	16,000	Lease
Tempe, AZ	10,000	Lease
Tokyo, Japan	6,000	Lease


⁽¹⁾	ATMI’s headquarters.

~~ATMI~~(2) ~~also~~These ~~leases other~~facilities ~~sales~~are ~~offices~~associated ~~throughout~~with the ~~world,~~LifeSciences ~~each~~business ~~one~~that ofare ~~which~~accounted ~~occupies~~for 5as discontinued operations at December 31,~~000~~ 2013. These facilities were sold, or ~~fewer~~the ~~square~~associated ~~feet~~lease was transferred for facilities held under lease, to Pall Corporation, in conjunction with the closing under the Share and Asset Purchase Agreement. Refer to Part I Item 1, contained herein, for additional information.

~~Our~~(3) ~~fixed~~A ~~assets~~portion as of ~~December 31, 2012~~this ~~include~~facility ~~the~~is ~~manufacturing~~used ~~facilities~~for ~~and~~LifeSciences ~~non-~~related manufacturing ~~facilities such as sales~~ and ~~administrative~~will ~~offices,~~be ~~including~~sublet ~~leasehold improvements made~~ to ~~those~~Pall ~~facilities~~Corporation ~~under~~during ~~non-cancelable leases, set forth in~~ the table above and a substantial quantity of machinery and equipment. The facilities, leasehold improvements, machinery and equipment in use as of December 31, 2012 are in good operating condition, are wellpost-~~maintained~~closing ~~and~~transition ~~substantially all are in regular use~~period.

We believe that the fixed assets capitalized and facilities in operation at December 31, 2012 for the production of our products are suitable and adequate for the business conducted therein in the current business environment and have sufficient production capacity for their present intended purposes. We continue to assess the required amount of capital spending necessary for the incremental demand for our SDS products; however, because of the transition services contracted from the former manufacturer as a result of the SDS Direct transaction, we do not foresee any production capacity issues. In October 2012, ATMI ~~announced plans~~also toleases ~~further~~other ~~increase~~sales ~~our~~offices ~~commitment~~throughout to the ~~Asia-Pacific microelectronics markets~~world, ~~and~~each ~~South~~one ~~Korean customers in particular, through a new state-~~of~~-the-art~~ ~~manufacturing~~which ~~facility~~occupies ~~to be built in JangAn~~5,000 ~~Gyeonggi~~or ~~province.~~fewer ~~Construction of the 118,000~~ square ~~foot facility is underway and we expect to begin high-volume production in 2013~~feet. Utilization of our facilities varies based on demand for our products. We continuously review our anticipated requirements for facilities and, based on that review, may from time to time adjust our facility plans.

15Our fixed assets as of December 31, 2013 include the manufacturing facilities and non-manufacturing facilities such as sales and administrative offices, including leasehold improvements made to those facilities under non-cancelable leases, set forth in the table above and a substantial quantity of machinery and equipment. The facilities, leasehold improvements, machinery and equipment in use as of December 31, 2013 are in good operating condition, are well-maintained and substantially all are in regular use.

~~Table~~We believe that the fixed assets capitalized and facilities in operation at December 31, 2013 for the production of ~~Contents~~our products are suitable and adequate for the business conducted therein in the current business environment and have sufficient production capacity for their present intended purposes. We continue to assess the required amount of capital spending necessary for the incremental demand for our SDS products. In 2013, we made significant progress in the construction of our new state-of-the-art manufacturing facility in JangAn, Gyeonggi province, South Korea. We expect to begin high-volume production of certain products at this new facility in 2014. Utilization of our facilities varies based on demand for our products. We continuously review our anticipated requirements for facilities and, based on that review, may from time to time adjust our facility plans.

Item 3. Legal Proceedings

ATMI is, from time to time, involved in legal actions, governmental audits, and proceedings relating to various matters incidental to its business including contract disputes, intellectual property disputes, product liability claims, employment matters, export and trade matters, and environmental claims. While the outcome of such matters cannot be predicted with certainty, in the opinion of management, after reviewing such matters and consulting with ATMI’s counsel and considering any applicable insurance or indemnifications, any liability which may ultimately be incurred is not expected to materially affect ATMI’s consolidated financial position, cash flows or results of operations.

~~Item 4. Mine Safety Disclosures~~ 13

~~Not~~On ~~applicable~~or about February 7 and 28, 2014, two putative class action complaints challenging the Merger were filed in the Superior Court of the State of Connecticut, Judicial District of Danbury, captioned Andrew Pace v. ATMI, Inc., et al. and Dolores Carter v. ATMI, Inc., et al., respectively. The complaints were filed on behalf of the public shareholders of ATMI and name as defendants ATMI, the members of its Board of Directors, Entegris and Merger Sub. The complaints generally allege that ATMI’s directors breached their fiduciary duties to ATMI’s shareholders by agreeing to sell ATMI for inadequate and unfair consideration and pursuant to an inadequate and unfair process, and that ATMI, Entegris and Merger Sub aided and abetted those alleged breaches. The complaint in the Carter action also alleges purported disclosure deficiencies in the preliminary proxy statement for the Merger that ATMI filed with the SEC on February 25, 2014. The complaints seek, among other things, to enjoin the Merger. ATMI believes that the claims have no merit and no loss contingency range can be estimated at this time.

16Item 4. Mine Safety Disclosures

~~Table~~Not ~~of Contents~~applicable.

~~PART II~~ 14

~~Item 5.~~Table ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases~~ of ~~Equity Securities~~ Contents

~~The~~PART following graph compares the cumulative total stockholder return on ATMI’s common stock with the return on the Total Return Index for the NASDAQ Global Select Market (NASDAQ US Index), the Russell 2000 Index and the NASDAQ Electronic Components Stock Index. The measurement assumes a $100 investment as of December 31, 2007 with all dividends, if any, reinvested. The data presented are on an annual basis for the five years ended December 31, 2012. The performance shown is not necessarily indicative of future performance. II

Relative Stock Performance
		NASDAQ
		Electronic
	NASDAQ	Components		Russell
Date	US Index	Stock Index	ATMI	2000
12/31/07	100.00	100.00	100.00	100.00
12/31/08	61.17	53.91	47.84	64.87
12/31/09	87.93	84.35	57.74	82.27
12/31/10	104.13	87.96	61.83	103.08
12/31/11	104.69	80.44	62.11	97.17
12/31/12	123.85	82.10	64.74	111.09

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The following graph compares the cumulative total stockholder return ~~graph~~on ~~and~~ATMI’s ~~related~~common ~~data~~stock ~~provided~~with inthe ~~Part~~return IIon ~~Item 5~~the ofTotal ~~this~~Return ~~Form~~Index ~~10-K~~for isthe ~~not “soliciting~~NASDAQ ~~material,”~~Global isSelect ~~not~~Market ~~deemed~~(NASDAQ ~~filed~~US ~~with~~Index), the ~~SEC~~Russell ~~and~~2000 isIndex ~~not~~and tothe beNASDAQ ~~incorporated~~Electronic byComponents ~~reference~~Stock inIndex. ~~any~~The ~~filing~~measurement byassumes usa ~~under~~$100 ~~the~~investment ~~Securities~~as ~~Act~~ of ~~1933~~December 31, as2008 ~~amended~~with ~~(the~~all ~~“Securities~~dividends, ~~Act”)~~if any, orreinvested. ~~the~~The ~~Exchange~~data ~~Act,~~presented ~~whether~~are ~~made~~on ~~before or~~an ~~after~~annual basis for the ~~date~~five ~~hereof~~years ~~and~~ended ~~irrespective~~December 31, of2013. ~~any~~The ~~general~~performance ~~incorporation~~shown ~~language~~is innot ~~any~~necessarily ~~such~~indicative ~~filing.~~of future performance.



Relative Stock Performance
Date	NASDAQ US Index	NASDAQ Electronic Components Stock Index	ATMI	Russell 2000
12/31/2008	100.00	100.00	100.00	100.00
12/31/2009	143.74	156.46	120.67	126.81
12/31/2010	170.17	163.16	129.23	158.90
12/31/2011	171.08	149.21	129.81	149.78
12/31/2012	202.40	152.30	135.32	171.24
12/31/2013	281.91	199.40	195.79	234.28

~~Table of Contents~~15

~~The~~Table ~~common stock~~ of ATMI has traded on the NASDAQ Global Select Market under the symbol ATMI since October 13, 1997, and the common stock of our predecessor company traded under that symbol from 1993 until October 12, 1997. This table sets forth, for the periods indicated, the high and low sales price for the common stock as reported on the NASDAQ Global Select Market: Contents

	High		Low
Fiscal year ended December 31, 2012
1st Quarter	$	25.05	$	20.04
2nd Quarter		23.83		19.30
3rd Quarter		21.00		18.27
4th Quarter		21.00		17.59
Fiscal year ended December 31, 2011
1st Quarter	$	21.28	$	17.01
2nd Quarter		20.65		17.25
3rd Quarter		21.32		15.32
4th Quarter		21.48		15.15

As a result of a change in the total return data made available to us through our vendor provider, our performance graphs going forward will be presented using a comparable index provided by NASDAQ OMX Global Indexes replacing the NASDAQ Global Select Market (NASDAQ US Index) with the NASDAQ US Benchmark Total Return Index and the NASDAQ Electronic Components Stock Index with the ICB: 2733 Electrical Components & Equipment Index.

As of January 31, 2013, there were approximately 148 holders of record of our common stock.



Relative Stock Performance
Date	NASDAQ US Benchmark Total Return Index	ICB: 2733 Electrical Components & Equipment Index	ATMI	Russell 2000
12/31/2008	100.00	100.00	100.00	100.00
12/31/2009	129.26	140.89	120.67	126.81
12/31/2010	151.94	186.90	129.23	158.90
12/31/2011	152.42	159.48	129.81	149.78
12/31/2012	177.46	184.71	135.32	171.24
12/31/2013	236.88	261.67	195.79	234.28

WeThe ~~have~~cumulative ~~never~~total ~~paid~~stockholder ~~cash~~return ~~dividends~~graph onand ~~our~~related ~~common~~data ~~stock~~provided ~~and~~in ~~have~~Part noII ~~current~~Item 5 ~~plans~~of tothis doForm ~~so.~~10-K ~~There~~is ~~are~~not no“soliciting ~~contractual~~material,” ~~restrictions~~is innot ~~place~~deemed ~~that~~filed ~~currently materially~~with ~~limit,~~the orSEC ~~are~~and ~~likely~~is innot ~~the~~to ~~future~~be toincorporated ~~materially~~by ~~limit,~~reference usin ~~from~~any ~~paying~~filing ~~dividends~~by onus ~~our~~under ~~common~~the ~~stock~~Securities Act of 1933, ~~but~~as ~~applicable~~amended ~~state~~(the ~~law~~“Securities ~~may~~Act”), ~~limit~~or the ~~payment~~Exchange ofAct, ~~dividends.~~whether ~~Our~~made ~~present~~before ~~policy~~or isafter tothe ~~retain~~date ~~earnings,~~hereof ifand ~~any,~~irrespective toof ~~provide~~any ~~funds~~general ~~for~~incorporation ~~the operation~~language ~~and~~in ~~expansion~~any ofsuch ~~our business~~filing.

~~The Transfer Agent and Registrar for ATMI is Continental Stock Transfer & Trust Company.~~ 16

~~Purchases~~Table of Equity Securities – This table lists all repurchases (both open market and private transactions) during the three months ended December 31, 2012 of our common stock, by or on behalf of us, or any affiliated purchaser. Contents

	Total Numberof SharesRepurchased (2)		AveragePrice Paidper Share		Total Number ofShares Purchasedas Part of PubliclyAnnouncedPrograms (3)		Maximum DollarValue of Sharesthat May Yet BePurchased Underthe Programs
Period (1)
October 2012		6,215	$	19.53		5,229	$	48,083,645
November 2012		145,414	$	19.36		144,742	$	45,286,330
December 2012		75,533	$	19.84		75,268	$	43,795,705
Total		227,162	$	19.52		225,239	$	43,795,705

The common stock of ATMI has traded on the NASDAQ Global Select Market under the symbol ATMI since October 13, 1997, and the common stock of our predecessor company traded under that symbol from 1993 until October 12, 1997. This table sets forth, for the periods indicated, the high and low sales price for the common stock as reported on the NASDAQ Global Select Market:

(1) There were no other repurchases of our common stock by or on behalf of us or any affiliated purchaser during the fiscal quarter ended December 31, 2012.



	High		Low
Fiscal year ended December 31, 2013
1st Quarter	$	23.33	$	19.89
2nd Quarter	24.67		20.36
3rd Quarter	27.53		23.55
4th Quarter	31.44		25.88
Fiscal year ended December 31, 2012
1st Quarter	$	25.05	$	20.04
2nd Quarter	23.83		19.30
3rd Quarter	21.00		18.27
4th Quarter	21.00		17.59

~~(2)~~As ~~Share~~of ~~repurchases~~January 31, ~~are~~2013, ~~shown~~there onwere aapproximately ~~trade-date~~141 ~~basis.~~holders ~~Represents~~of ~~shares~~record ~~repurchased to satisfy employee minimum tax withholding obligations on vesting~~ of ~~restricted~~our ~~stock~~common ~~and shares repurchased under the share repurchase program~~stock.

~~(3)~~We Inhave ~~August~~never ~~2010,~~paid ~~the~~cash ~~Company’s~~dividends ~~Board~~on ofour ~~Directors~~common ~~approved~~stock aand ~~share~~have ~~repurchase~~no ~~program~~current ~~for~~plans up to ~~$50.0~~do ~~million of ATMI common stock~~so. The ~~Under~~merger ~~the~~agreement ~~terms~~with ofEntegris ~~the~~restricts ~~share~~us ~~repurchase program, repurchases are made~~ from ~~time~~paying toany ~~time~~dividends inwithout ~~open~~their ~~market transactions at prevailing market prices or in privately negotiated transactions~~consent. Our ~~Management~~present ~~determines~~policy ~~the~~is ~~timing~~to ~~and~~retain ~~amount of purchases under the program based upon market conditions or other factors. The program~~earnings, ~~which~~if ~~has no expiration date~~any, ~~does not require the Company~~ to ~~purchase~~provide ~~any~~funds ~~specific~~for ~~number~~the oroperation ~~amount of shares~~ and ~~may~~expansion beof ~~suspended~~our ~~or reinstated at any time at the Company’s discretion and without notice~~business.

18The Transfer Agent and Registrar for ATMI is Continental Stock Transfer & Trust Company.

~~Table~~Purchases of ~~Contents~~Equity Securities – In August 2010, the Company’s Board of Directors approved a share repurchase program for up to $50.0 million of ATMI common stock. Under the terms of the share repurchase program, repurchases are made from time to time in open market transactions at prevailing market prices or in privately negotiated transactions. Management determines the timing and amount of purchases under the program based upon market conditions or other factors. The program, which has no expiration date, does not require the Company to purchase any specific number or amount of shares and may be suspended or reinstated at any time at the Company’s discretion and without notice.

~~Item~~There 6were no share repurchases during the three months ended December 31, 2013 of any of our securities registered under Section 12 of the Exchange Act, by or on behalf of us, or any affiliated purchaser. ~~Selected~~We ~~Financial~~withheld ~~Data~~2,536 shares through net share settlements during the three months ended December 31, 2013 upon the vesting of restricted stock awards to cover minimum tax withholding obligations. Our merger agreement with Entegris restricts our ability to repurchase shares.

These selected consolidated statements of operations for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 and the consolidated balance sheet data as of such dates are derived from ATMI’s audited consolidated financial statements. The data below should be read in conjunction with the consolidated financial statements and notes thereto and other financial information included elsewhere in this Form 10-K (in thousands, except per share data). 17

	2012			2011			2010			2009			2008
Consolidated Statements of Operations:
Revenues	$	407,433	(1)	$	390,087	(4)	$	367,256		$	254,704		$	339,063
Cost of revenues		206,543			205,957	(5)		191,248			152,520	(12)		172,551	(19)
Gross profit		200,890			184,130			176,008			102,184			166,512	(20)
Operating expenses:
Research and development		55,152			53,708			48,645			37,162	(13)		37,809
Selling, general and administrative		86,663	(2)		83,546	(6)		85,425			76,359	(14)		88,781
Contract termination		—			84,590	(7)		—			—			—
Total operating expenses		141,815			221,844			134,070			113,521			126,590
Operating income (loss)		59,075			(37,714	)		41,938			(11,337	)		39,922
Interest income		1,291			1,205			949			1,196			3,126
Other income (expense), net		(240	)(3)		(2,625	)(8)		7,740	(10)		(3,515	)(15)		(2,902	)(21)
Income (loss) before income taxes		60,126			(39,134	)		50,627			(13,656	)		40,146
Provision (benefit) for income taxes		17,796			(19,115	)(9)		11,121	(11)		(6,996	)		6,819	(22)
Net income (loss)	$	42,330		$	(20,019	)	$	39,506		$	(6,660	)	$	33,327
Earnings (loss) per common share — diluted	$	1.30		$	(0.63	)	$	1.24		$	(0.21	)	$	1.04
Weighted average shares outstanding — diluted		32,664			31,703			31,895			31,398			32,078
Consolidated Balance Sheet Data:
Cash, cash equivalents, and marketable securities (24)		168,520			113,484			152,572			107,978			96,020
Working capital		255,642			226,232			236,263			203,760	(16)		190,095
Total assets		599,153			513,686			533,589			458,963	(17)		452,449	(23)
Long-term obligations		16,975			18,399			28,427			17,790	(18)		15,688	(23)
Total stockholders’ equity		507,276			450,331			458,425			411,490			408,897

Table of Contents

19Item 6. Selected Financial Data

~~Table~~These selected consolidated statements of ~~Contents~~operations for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 and the consolidated balance sheet data as of such dates are derived from ATMI’s audited consolidated financial statements. The data below should be read in conjunction with the consolidated financial statements and notes thereto and other financial information included elsewhere in this Form 10-K (in thousands, except per share data).

The Company has never declared any cash dividends.



	2013				2012				2011				2010				2009
Consolidated Statements of Operations:
Revenues	$	360,959			$	365,849		⁽⁵⁾	$	351,823		⁽⁶⁾	$	336,519			$	230,707
Cost of revenues	185,013				179,258				181,101			⁽⁷⁾	170,740				135,653			⁽¹⁴⁾
Gross profit	175,946				186,591				170,722				165,779				95,054
Operating expenses:
Research and development	55,666			⁽¹⁾	47,286				46,767				45,029				34,020			⁽¹⁵⁾
Selling, general and administrative	72,884			⁽²⁾	73,521				68,711			⁽⁸⁾	72,696				66,233			⁽¹⁶⁾
Contract termination	—				—				84,590			⁽⁹⁾	—				—
Total operating expenses	128,550				120,807				200,068				117,725				100,253
Operating income (loss)	47,396				65,784				(29,346		)		48,054				(5,199		)
Interest income	944				900				1,110				746				1,173
Other income (expense), net	2,616			⁽³⁾	(58		)	⁽⁶⁾	(993		)	⁽¹⁰⁾	3,488			⁽¹²⁾	(2,233		)	⁽¹⁷⁾
Income (loss) before income taxes	50,956				66,626				(29,229		)		52,288				(6,259		)
Provision (benefit) for income taxes	12,197			⁽⁴⁾	18,331				(18,265		)	⁽¹¹⁾	12,665			⁽¹³⁾	(4,475		)
Income (loss) from continuing operations	38,759				48,295				(10,964		)		39,623				(1,784		)
Loss from discontinued operations, net of taxes	(8,594		)		(5,965		)		(9,055		)		(117		)		(4,876		)
Net income (loss)	$	30,165			$	42,330			$	(20,019	)		$	39,506			$	(6,660	)
Earnings (loss) per common share from continuing operations — diluted	$	1.18			$	1.48			$	(0.35	)		$	1.24			$	(0.06	)
Weighted average shares outstanding — diluted	32,751				32,664				31,703				31,895				31,398
Consolidated Balance Sheet Data:
Cash, cash equivalents, and marketable securities ⁽²⁰⁾	131,072				166,179				109,197				147,424				107,402
Working capital	367,631				330,646				307,352				319,742				252,644
Total assets	596,220				599,153				513,686				533,589				459,576			⁽¹⁸⁾
Long-term obligations	11,354				12,357				6,145				20,031				18,402			⁽¹⁹⁾
Total stockholders’ equity	529,160				507,276				450,331				458,425				411,490

~~(1)~~The ~~Includes~~Company ~~$3.3~~has ~~million~~never indeclared ~~royalty~~any ~~revenue~~cash ~~related to periods prior to and including 2012 associated with IP infringement settlements reached during the year~~dividends.

(21) Includes a $211.75 million ~~gain~~impairment onrelated ~~remeasurement~~to ofour ~~contingent~~HPD ~~consideration, partially offset by $1~~assets.~~6 million of severance charges.~~

(32) Includes a $02.56 million ~~recognized~~of ~~loss~~net onseverance ~~the~~costs ~~sale~~in oforder anto ~~auction~~better ~~rate~~streamline ~~security~~business activities with our customers and partners.

(43) ~~Revenues~~Includes ~~were~~a ~~negatively impacted by~~ $63.93 million ~~due~~gain toon ~~the~~sale ~~effects~~ of ~~the~~marketable ~~SDS Direct transaction which included $5~~securities.1 million of revenue reversal for inventory repurchases and an estimated $1.8 million net impact due to excess inventory in the SDS channel, which was partially offset by incremental revenues realized as a result of the transaction. Includes $2.4 million from IP settlements, which represent payments received related to periods prior to 2011.

(54) ~~The~~Includes ~~cost~~$1.8 million of ~~revenues~~tax ~~were~~benefits ~~favorably~~(including ~~impacted~~interest) byrecognized ~~$1.5~~to ~~million~~reverse previously established reserves for uncertain tax positions due to ~~the~~expiration ~~effects~~ of ~~the~~statutes ~~SDS~~of ~~Direct~~limitation ~~transaction~~and settlements, ~~representing a~~ $1.1 million of ~~cost~~benefits ~~reversals~~ for ~~inventory~~certain ~~repurchased~~2012 ~~and~~retroactive ~~$0.4~~provisions ~~million~~of ~~estimated~~the ~~net~~American ~~effect~~Taxpayer ~~due~~Relief toAct ~~excess~~of ~~inventory~~2012, inincluding the ~~SDS~~US ~~channel,~~R&D ~~partially~~credit; offset by ~~transition~~$1.3 ~~service~~million ~~costs~~settlement ~~and~~with ~~incremental~~the ~~costs~~South onKorea ~~revenues~~taxing ~~realized following the transaction~~authority.

(65) Includes $12.76 million ~~gain~~in onroyalty ~~remeasurement~~revenue ~~of contingent consideration, a $2.4 million benefit~~ related to ~~state~~periods ~~tax~~prior ~~credits,~~to and ~~distribution~~including ~~expenses~~2012 ofassociated ~~$1.3~~with ~~million~~IP ~~related~~infringement tosettlements ~~the~~reached ~~SDS~~during ~~Direct~~the ~~transaction~~year.

(76) Revenues were negatively impacted by $~~84.~~6.9 million ~~contract~~due ~~termination~~to ~~charge~~the ~~related~~effects toof the SDS Direct transaction which included $5.1 million of revenue reversal for inventory repurchases and an estimated $1.8 million net impact due to excess inventory in the SDS channel, which was partially offset by incremental revenues realized as a result of the transaction.

(87) ~~Includes~~The cost of revenues were favorably impacted by $1.35 million ~~foreign~~due ~~exchange~~to ~~loss~~the oneffects ~~Euro~~of ~~exposures~~the SDS Direct transaction, representing $01.71 million of ~~accretion~~cost ~~related~~reversals for inventory repurchased and $0.4 million estimated net effect due to ~~the~~excess ~~Artelis~~inventory ~~contingent~~in ~~consideration~~the ~~liability~~SDS channel, partially offset by atransition ~~$0.9~~service ~~million~~costs ~~investment~~and ~~gain~~incremental costs on revenues realized following the transaction.

(98) Includes a $312.04 million benefit related to state tax ~~benefit~~credits ~~associated~~and ~~with~~distribution ~~the~~expenses of $841.63 million ~~pre-tax~~related ~~contract~~to ~~termination~~the ~~charge~~SDS Direct transaction.

(109) ~~Includes a~~ $084.56 million ~~gain~~contract ~~from~~termination ~~the~~charge ~~sale~~related ofto athe ~~marketable~~SDS ~~security,~~Direct $2transaction.~~5 million gain on sale of shares of one of our equity-method investees, and a $5.9 million fair value remeasurement gain on our minority interest from our acquisition of Artelis.~~

(1110) Includes $1.83 million offoreign ~~tax~~exchange ~~benefits~~loss ~~(including~~on ~~interest)~~Euro ~~recognized~~exposures topartially ~~reverse~~offset ~~previously~~by ~~established reserves for uncertain tax positions due to expiration of statutes of limitation and settlements,~~ a $20.~~1 million tax benefit related to a European dividend, and a $1.~~9 million ~~charge~~investment ~~related to changes in valuation allowances~~gain.

(1211) Includes $131.10 million ~~charge~~tax ~~for~~benefit ~~incremental~~associated ~~excess~~with ~~and~~the ~~obsolete inventory related to product discontinuances and a reserve to cover expected product shelf-life issues; and a~~ $384.16 million ~~impairment charge for long~~pre-~~lived~~tax ~~assets~~contract ~~written~~termination ~~down to their estimated fair values primarily related to the planned idling of manufacturing capacity of our gas products~~charge.

(1312) Includes a $10.65 million ~~impairment~~gain ~~charge~~from ~~for~~the ~~long-lived~~sale ~~assets~~of ~~written~~a ~~down~~marketable tosecurity ~~their~~and ~~estimated~~$2.5 ~~fair~~million ~~values~~gain ~~related~~on ~~primarily~~sale toof ~~idled~~shares ~~equipment~~of one of our equity-method investees.

(1413) Includes a $1.48 million ~~charge~~of totax ~~increase~~benefits ~~our~~(including ~~reserves~~interest) ~~for~~recognized ~~bad debt~~ to ~~cover~~reverse ~~exposures~~previously ~~related~~established toreserves ~~customer bankruptcy filings and uncertainties of collections; a $2.6 million impairment charge~~ for ~~long-lived~~uncertain ~~assets~~tax ~~written~~positions ~~down~~due to ~~their~~expiration ~~estimated~~of ~~fair~~statutes ~~values~~of ~~primarily~~limitation ~~related~~and tosettlements, ~~redundant enterprise management software;~~ and a $01.69 million charge ~~for~~related ~~SG&A~~to ~~severance~~changes ~~costs~~in valuation allowances.

(1514) Includes $1.1 million charge for incremental excess and obsolete inventory related to product discontinuances and a reserve to cover expected product shelf-life issues; and a $23.51 million impairment charge, for long-lived assets written down to their estimated fair values primarily related to athe ~~write-down~~planned ~~associated~~idling ~~with~~of anmanufacturing ~~auction-rate~~capacity ~~security~~of our gas products.

(1615) ~~Balance~~Includes ~~has~~a ~~been reduced by~~ $0.1.6 million ~~related~~impairment charge for long-lived assets written down to ~~reclassification~~their ofestimated ~~unrecognized~~fair ~~tax~~values ~~benefits~~related ~~and~~primarily ~~valuation~~to ~~allowances~~idled equipment.

(1716) ~~Balance~~Includes ~~has~~a ~~been~~$1.4 ~~reduced~~million bycharge to increase our reserves for bad debt to cover exposures related to customer bankruptcy filings and uncertainties of collections; a $02.6 million ~~related~~impairment charge for long-lived assets written down to ~~reclassification~~their ofestimated ~~unrecognized~~fair ~~tax~~values ~~benefits~~primarily related to redundant enterprise management software; and ~~valuation~~a ~~allowances~~$0.6 million charge for SG&A severance costs.

(1817) ~~Balance~~Includes ~~has~~a ~~been reduced by~~ $02.65 million impairment charge, primarily related to ~~reclassification~~a ofwrite-down ~~unrecognized~~associated ~~tax~~with ~~benefits~~an ~~and~~auction-rate ~~valuation allowances~~security.

(1918) ~~Includes~~Balance ahas been reduced by $20.46 million ~~business interruption claim recovery~~ related to areclassification ~~fire~~of atunrecognized atax ~~contract~~benefits ~~manufacturer~~and invaluation ~~Taiwan~~allowances.

(2019) ~~Includes~~Balance ahas ~~$3.1~~been ~~million~~reduced ~~benefit~~by ~~associated with the settlement of a dispute with a distributor (~~$30.76 million ~~recognized~~related into ~~revenues,~~reclassification ~~with $0.6 million~~ of ~~associated~~unrecognized ~~costs~~tax ~~recognized~~benefits inand ~~cost~~valuation ~~of revenues)~~allowances.

(2120) Includes anon-current ~~$2.0~~marketable ~~million~~securities ~~gain from the sale~~ of a$2.2 ~~marketable security~~million, $112.61 million, ~~of impairment charges related to our strategic investment portfolio and a~~ $13.83 million, ~~reserve~~$25.4 ~~on a convertible note~~million, and $110.16 million ~~representing~~at ~~our~~December ~~proportionate~~31, ~~share~~2013, of2012, ~~gains~~2011, on2010, ~~sales~~and of2009, ~~assets by one of our equity-method investees~~respectively.

(22) Includes a $3.7 million tax benefit (including interest) recognized to reverse previously established reserves for uncertain tax positions as a result of the expiration of the applicable statute of limitations.18

~~(23) Balances have been reduced by $0~~Item 7.6 ~~million~~Management’s ~~for~~Discussion ~~the~~and ~~year~~Analysis ~~ended~~of ~~December~~Financial ~~31,~~Condition ~~2008~~and ~~related~~Results ~~to reclassification~~ of ~~unrecognized tax benefits from deferred tax liabilities.~~Operations

~~(24)~~This ~~Includes~~discussion ~~non-current~~and ~~marketable~~analysis ~~securities~~of our financial condition and results of ~~$12.1~~operations ~~million,~~should ~~$3.3~~be ~~million,~~read ~~$25.4~~together ~~million,~~with ~~$10.6~~the ~~million,~~consolidated ~~and~~financial ~~$3.7~~statements ~~million~~and atthe ~~December~~related ~~31,~~notes ~~2012,~~thereto ~~2011,~~appearing ~~2010,~~in ~~2009,~~Item 8 ~~and~~of ~~2008,~~this ~~respectively~~Form 10-K.

20Company Overview

~~Table~~We believe we are among the leading suppliers of ~~Contents~~high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics processes. ATMI targets both semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies at lower cost. ATMI’s customers include many of the leading semiconductor and flat-panel display manufacturers in the world who target leading-edge technologies. ATMI’s objective is to meet the demands of our microelectronics customers with solutions that maximize the efficiency of their manufacturing processes, reduce capital or operating costs, and minimize the time to develop new products and integrate them into their processes.

~~Item 7.~~Use ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~ Estimates

~~This~~Preparation ~~discussion and analysis~~ of our financial ~~condition~~statements ~~and~~requires ~~results~~management ofto ~~operations~~make ~~should~~estimates beand ~~read~~assumptions ~~together~~that ~~with~~ affect the ~~consolidated~~reported ~~financial~~amounts ~~statements~~of assets, liabilities, revenues and ~~the~~expenses. ~~related~~Note ~~notes~~1 ~~thereto~~to ~~appearing~~the consolidated financial statements in Item 8 of this Form 10-K describes the significant accounting policies used in preparation of the consolidated financial statements. Management believes the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. The most significant areas involving management judgments and estimates are described below. Actual results in these areas could differ from management’s estimates. These policies are determined by management and have been reviewed by ATMI’s Audit Committee.

~~Company~~Revenue ~~Overview~~ Recognition

We ~~believe~~recognize werevenue ~~are~~when ~~among~~ the ~~leading~~following ~~suppliers~~four ofcriteria ~~high~~are ~~performance~~met: ~~materials,~~(1) persuasive ~~materials~~evidence ~~packaging~~of ~~and~~an ~~materials~~arrangement exists; (2) delivery ~~systems~~has ~~used worldwide~~occurred inor ~~the~~services ~~manufacture~~have ofbeen ~~microelectronics~~rendered; ~~devices.~~(3) the ~~Our~~fee ~~products~~is ~~consist~~fixed ofor ~~“front-end”~~determinable; ~~semiconductor~~and ~~performance~~(4) collectability ~~materials,~~is ~~sub-atmospheric~~reasonably ~~pressure~~assured. ~~gas~~Revenues ~~delivery~~from ~~systems~~product ~~for~~sales ~~safe~~are ~~handling~~generally ~~and~~recognized upon delivery ofto ~~toxic~~a ~~and~~common ~~hazardous~~carrier ~~gases~~when ~~to semiconductor~~terms ~~process~~are ~~equipment,~~equivalent ~~high~~to free-~~purity~~on-board ~~materials~~(“FOB”) ~~packaging~~origin and ~~dispensing~~upon ~~systems~~receipt ~~that~~by ~~allow~~a ~~for~~customer ~~the~~when ~~reliable~~terms ~~introduction~~are ofequivalent ~~low volatility liquids and solids~~ to ~~microelectronics~~FOB ~~and biopharmaceutical processes~~destination. ~~ATMI~~In ~~targets~~instances ~~both semiconductor~~where ~~and~~final ~~flat-panel~~acceptance ~~display~~of ~~manufacturers,~~equipment ~~whose~~is ~~products~~specified ~~form~~by the ~~foundation~~purchase ofagreement, ~~microelectronics~~revenue ~~technology~~is ~~rapidly~~deferred ~~proliferating~~until ~~through~~all ~~the~~acceptance ~~consumer~~criteria ~~products,~~have ~~information~~been ~~technology~~satisfied, ~~automotive,~~except ~~and~~when ~~communications~~reasonable ~~industries.~~reserves ~~The market~~ for ~~microelectronics~~returns ~~devices~~can isbe ~~continually~~effectively ~~changing,~~established ~~which~~due ~~drives~~to ~~demand~~substantial ~~for~~successful ~~new~~installation ~~products~~history ~~and~~for ~~technologies~~homogenous ~~at lower cost~~transactions. ~~ATMI’s~~Should ~~customers~~changes ~~include~~in ~~many~~conditions ofcause ~~the~~management ~~leading~~to ~~semiconductor~~determine ~~and~~these ~~flat-panel~~criteria ~~display~~are ~~manufacturers~~not inmet ~~the~~for ~~world~~certain ~~who~~future ~~target leading-edge~~transactions, ~~technologies.~~revenue ~~ATMI~~recognized ~~also~~for ~~addresses~~any anreporting ~~increasing~~period ~~number~~could ofbe ~~critical~~adversely ~~materials~~affected. ~~handling~~We ~~needs~~accrue for ~~the~~sales ~~life sciences markets. Our proprietary containment~~returns, ~~mixing,~~warranty ~~and bioreactor technologies are sold to the biotechnology~~costs, ~~laboratory~~ and ~~cell~~ ~~therapy~~other ~~markets,~~allowances ~~which~~based weon ~~believe~~a ~~offer~~current ~~significant~~evaluation ~~growth potential. ATMI’s objective is to meet the demands~~ of our ~~microelectronics~~experience ~~and~~based ~~life~~on ~~sciences~~stated ~~customers~~terms ~~with~~of ~~solutions that maximize~~ the ~~efficiency~~transactions. ofShould ~~their~~actual ~~manufacturing~~product ~~processes, reduce~~failure ~~capital~~rates or ~~operating~~customer ~~costs,~~return ~~and~~experience ~~minimize~~differ ~~the~~from ~~time~~our toestimates, ~~develop~~revisions ~~new~~to ~~products~~the ~~and~~estimated ~~integrate~~accruals ~~them~~would ~~into~~be ~~their processes~~required.

~~Use~~Accounts ofReceivable ~~Estimates~~ Allowances

~~Preparation~~The ofallowance ~~our~~for ~~financial~~doubtful ~~statements~~accounts ~~requires~~is ~~management~~established to ~~make~~represent ~~estimates~~our ~~and~~best ~~assumptions~~estimate ~~that~~of ~~affect~~ the ~~reported~~net ~~amounts~~realizable value of ~~assets, liabilities,~~the ~~revenues~~outstanding ~~and~~accounts ~~expenses~~receivable balances. ~~Note~~We 1estimate toour ~~the~~allowance ~~consolidated~~for ~~financial~~doubtful ~~statements~~accounts inbased ~~Item 8~~on ofpast ~~this~~due ~~Form~~amounts 10and historical write-Koff ~~describes~~experience, ~~the~~as ~~significant~~well ~~accounting~~as ~~policies~~trends ~~used~~and infactors ~~preparation~~surrounding the credit risk of the ~~consolidated~~markets we operate in and the financial ~~statements~~viability of specific customers. ~~Management~~In ~~believes~~an effort to identify adverse trends, we assess the ~~most~~ ~~complex~~financial health of the markets we operate in and ~~sensitive~~perform ~~judgments,~~periodic ~~because~~credit evaluations of ~~their~~our ~~significance~~customers toand ~~the~~ongoing ~~Consolidated~~reviews ~~Financial~~of ~~Statements,~~account ~~result~~balances ~~primarily~~and ~~from~~aging ~~the~~of ~~need~~receivables. toAmounts ~~make~~are ~~estimates~~considered ~~about~~past due when payment has not been received within the ~~effects~~time frame of ~~matters~~the ~~that~~credit terms extended. Write-offs are ~~inherently~~charged ~~uncertain.~~directly ~~The~~against ~~most~~the ~~significant~~allowance ~~areas involving~~for ~~management~~doubtful ~~judgments~~accounts and ~~estimates~~occur ~~are~~only ~~described~~after ~~below~~all collection efforts have been exhausted. Actual ~~results~~write-offs inand ~~these~~adjustments ~~areas~~ could differ from ~~management’s~~the allowance estimates. ~~These~~because ~~policies~~of ~~are~~unanticipated ~~determined~~changes byin ~~management~~the ~~and~~business ~~have~~environment ~~been~~as ~~reviewed~~well byas ~~ATMI’s~~factors ~~Audit~~and ~~Committee~~risks surrounding specific customers.

~~Revenue~~As ~~Recognition~~of December 31, 2013 and 2012 we had $0.9 million of accounts receivable allowances recorded, respectively. Although management believes these reserves are adequate, any adverse changes in market conditions may require us to record additional reserves.

We recognize revenue when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenues from product sales are generally recognized upon delivery to a common carrier when terms are equivalent to free-on-board (“FOB”) origin and upon receipt by a customer when terms are equivalent to FOB destination. In instances where final acceptance of equipment is specified by the purchase agreement, revenue is deferred until all acceptance criteria have been satisfied, except when reasonable reserves for returns can be effectively established due to substantial successful installation history for homogenous transactions. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. We accrue for sales returns, warranty costs, and other allowances based on a current evaluation of our experience based on stated terms of the transactions. Should actual product failure rates or customer return experience differ from our estimates, revisions to the estimated accruals would be required. 19

~~Accounts~~Table ~~Receivable~~of ~~Allowances~~ Contents

~~The~~Inventory ~~allowance~~Valuation for doubtful accounts is established to represent our best estimate of the net realizable value of the outstanding accounts receivable balances. We estimate our allowance for doubtful accounts based on past due amounts and historical write-off experience, as well as trends and factors surrounding the credit risk of the markets we operate in and the financial viability of specific customers. In an effort to identify adverse trends, we assess the financial health of the markets we operate in and perform periodic credit evaluations of our customers and ongoing reviews of account balances and aging of receivables. Amounts are considered past due when payment has not been received within the time frame of the credit terms extended. Write-offs are charged directly against the allowance for doubtful accounts and occur only after all collection efforts have been exhausted. Actual write-offs and adjustments could differ from the allowance estimates because of unanticipated changes in the business environment as well as factors and risks surrounding specific customers. Reserves

21Inventory valuation reserves are established in order to report inventories at the lower of cost or market value on our consolidated balance sheets. The determination of inventory valuation reserves requires management to make estimates and judgments on the future saleability of inventories. Valuation reserves for excess, obsolete, and slow-moving inventory are estimated by comparing the inventory levels of individual parts to both future sales forecasts or production requirements and historical usage rates in order to identify inventory where the resale value or replacement value is less than inventory cost. Other factors that management considers in determining these reserves include whether individual inventory parts or chemicals meet current specifications and cannot be substituted for or reworked into a part currently being sold or used as a service part, overall market conditions, and other inventory management initiatives.

~~Table~~As of ~~Contents~~December 31, 2013 and 2012, we had $2.9 million of inventory valuation reserves recorded. Although management believes these reserves are adequate, any adverse changes in market conditions may require us to record additional inventory valuation reserves.

AsNon-marketable ofEquity December 31, 2012 and 2011 we had $0.9 million and $0.8 million of accounts receivable allowances recorded, respectively. Although management believes these reserves are adequate, any adverse changes in market conditions may require us to record additional reserves. Securities

~~Inventory~~We ~~Valuation~~selectively ~~Reserves~~invest in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support an ATMI product or initiative. Our non-marketable equity investments are recorded using cost basis or the equity method of accounting, depending on the facts and circumstances of each investment. At December 31, 2013, the carrying value of our portfolio of strategic investments in non-marketable equity securities totaled $6.6 million ($6.6 million at December 31, 2012). In certain instances, we loan funds to early-stage investees at market interest rates to enable them to focus on product and technology development. Non-marketable equity and debt securities are included in the consolidated balance sheets under the caption “Other non-current assets.” We receive regular financial information from our equity method investees typically on a one month lag.

~~Inventory~~Investments ~~valuation~~in ~~reserves~~non-marketable ~~are~~equity ~~established~~securities inare ~~order~~inherently ~~to report~~risky, ~~inventories~~and atsome ~~the lower~~ of ~~cost~~these orcompanies ~~market~~are ~~value~~likely onto ~~our consolidated balance sheets~~fail. ~~The~~Their ~~determination~~success of(or ~~inventory~~lack ~~valuation~~thereof) ~~reserves~~is ~~requires~~dependent ~~management to make estimates and judgments~~ on ~~the~~product ~~future~~development, ~~salability~~market ofacceptance, ~~inventories.~~operational ~~Valuation reserves for excess~~efficiency, ~~obsolete,~~attracting and ~~slow-moving~~retaining ~~inventory~~talented ~~are~~professionals, ~~estimated~~and byother ~~comparing~~key ~~the~~business ~~inventory~~success ~~levels~~factors. ofIn ~~individual~~addition, ~~parts~~depending toon ~~both~~their future ~~sales~~prospects, ~~forecasts~~they ormay ~~production~~not ~~requirements~~be ~~and~~able ~~historical usage rates in order~~ to ~~identify~~raise ~~inventory~~additional ~~where the~~funds ~~resale~~when ~~value~~needed or ~~replacement~~they ~~value~~may isreceive ~~less~~lower ~~than~~valuations, ~~inventory~~with ~~cost.~~less ~~Other~~favorable ~~factors~~investment ~~that~~terms ~~management~~than ~~considers~~ in ~~determining~~previous ~~these~~financings, ~~reserves include whether individual inventory parts or chemicals meet current specifications~~ and ~~cannot~~the beinvestments ~~substituted for~~would orlikely ~~reworked~~become ~~into a part currently being sold or used as a service part, overall market conditions, and other inventory management initiatives~~impaired.

AsWe review our investments quarterly for indicators of ~~December 31~~impairment; however, ~~2012~~for ~~and~~non-marketable ~~2011~~equity securities, wethe ~~had~~impairment $3analysis may require significant judgment to identify events or circumstances that would likely have a significant adverse effect on the fair value of the investment.4 ~~million~~The indicators that we use to identify those events or circumstances include (a) the investee’s revenue and ~~$2.6~~earnings ~~million,~~trends ~~respectively~~relative to predefined milestones and overall business prospects, (b) the technological feasibility of ~~inventory~~the ~~valuation~~investee’s ~~reserves~~products ~~recorded.~~and ~~Although~~technologies, ~~management~~(c) the ~~believes~~general ~~these~~market ~~reserves~~conditions ~~are~~in ~~adequate~~the investee’s industry or geographic area, ~~any~~including adverse regulatory or economic changes, in(d) factors ~~market~~related ~~conditions~~to ~~may~~the ~~require~~investee’s usability to ~~record~~remain in business, such as the investee’s liquidity, and the rate at which the investee is using its cash, and (e) the investee’s receipt of additional ~~inventory~~funding ~~valuation~~at ~~reserves.~~a lower valuation.

~~Non~~Investments identified as having an indicator of impairment are subject to further analysis to determine if the investment is other-than-temporarily impaired, in which case we write the investment down to its fair value, using the framework required by Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures.” When an investee is not considered viable from a financial or technological point of view, we write down the entire investment since we consider the estimated fair market value to be nominal. If an investee obtains additional funding at a valuation lower than our carrying amount or requires a new round of equity funding to stay in operation and the new funding does not appear imminent, we presume that the investment is other-than-temporarily impaired, unless specific facts and circumstances indicate otherwise. There were no impairments recognized in our portfolio of non-marketable ~~Equity~~equity ~~Securities~~ securities in 2013, 2012 or 2011.

WeIncome selectively invest in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support an ATMI product or initiative. Our non-marketable equity investments are recorded using cost basis or the equity method of accounting, depending on the facts and circumstances of each investment. At December 31, 2012, the carrying value of our portfolio of strategic investments in non-marketable equity securities totaled $8.1 million ($8.0 million at December 31, 2011). In certain instances, we loan funds to early-stage investees at market interest rates to enable them to focus on product and technology development. Non-marketable equity and debt securities are included in the consolidated balance sheets under the caption “Other non-current assets.” We receive regular financial information from our equity method investees typically on a one month lag. Taxes

~~Investments~~The innet ~~non-marketable~~deferred ~~equity~~tax ~~securities~~asset ~~are~~at ~~inherently risky~~December 31, ~~and~~2013 ~~some~~was of$11.9 ~~these~~million ~~companies~~compared ~~are likely~~ to ~~fail~~$16.8 ~~Their~~million ~~success~~at ~~(or~~December 31, ~~lack~~2012. ~~thereof)~~For isour ~~dependent~~deferred onfuture ~~product~~tax ~~development~~benefits, ~~market acceptance,~~we ~~operational~~believe ~~efficiency,~~that ~~attracting~~our ~~and~~earnings ~~retaining~~during ~~talented~~the ~~professionals,~~periods ~~and~~when ~~other~~the ~~key~~temporary ~~business~~differences ~~success~~become ~~factors.~~deductible Inwill ~~addition,~~be ~~depending~~sufficient onto ~~their~~realize ~~future~~the ~~prospects,~~related ~~they~~future ~~may~~income ~~not~~tax bebenefits. ~~able~~For tothose ~~raise~~jurisdictions ~~additional~~where ~~funds~~the ~~when~~expiration ~~needed~~date orof ~~they~~tax ~~may receive~~carryforwards ~~lower~~or ~~valuations,~~the ~~with~~projected ~~less~~operating ~~favorable~~results ~~investment~~indicate ~~terms~~that ~~than~~realization inis ~~previous~~not ~~financings~~likely, ~~and~~a ~~the~~valuation ~~investments~~allowance ~~would~~is ~~likely become impaired~~provided.

We review our investments quarterly for indicators of impairment; however, for non-marketable equity securities, the impairment analysis may require significant judgment to identify events or circumstances that would likely have a significant adverse effect on the fair value of the investment. The indicators that we use to identify those events or circumstances include (a) the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects, (b) the technological feasibility of the investee’s products and technologies, (c) the general market conditions in the investee’s industry or geographic area, including adverse regulatory or economic changes, (d) factors related to the investee’s ability to remain in business, such as the investee’s liquidity, and the rate at which the investee is using its cash, and (e) the investee’s receipt of additional funding at a lower valuation. 20

22Table of Contents

~~Table~~In the ordinary course of ~~Contents~~business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. We adjust these unrecognized tax benefits, including any impact on the related interest and penalties, in light of changing facts and circumstances. A number of years may elapse before a particular matter for which we have established an unrecognized tax benefit is audited and fully resolved. To the extent we prevail in matters for which we have recorded an unrecognized benefit or are required to pay amounts in excess of what we have recorded, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement might require use of our cash and/or result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. For a discussion of current tax matters, refer to Note 9 to the consolidated financial statements in Item 8 of this Form 10-K.

~~Investments~~In ~~identified~~assessing asthe ~~having~~need anfor ~~indicator~~a ofvaluation ~~impairment~~allowance, ~~are~~we ~~subject~~estimate tofuture ~~further~~taxable ~~analysis~~income, toconsidering ~~determine if~~ the ~~investment~~feasibility isof ~~other-than-temporarily~~ongoing ~~impaired,~~tax inplanning ~~which~~strategies ~~case~~and wethe ~~write~~realizability ~~the~~of ~~investment~~tax ~~down~~loss tocarryforwards. ~~its~~Valuation ~~fair~~allowances ~~value,~~related ~~using~~to ~~the~~deferred ~~framework~~tax ~~required~~assets can be affected by ~~Accounting~~changes ~~Standards~~to ~~Codification~~tax ~~(“ASC”)~~laws, ~~820~~changes ~~“Fair~~to ~~Value~~statutory ~~Measurements~~tax rates and ~~Disclosures~~ future taxable income levels.” ~~When~~In anthe ~~investee~~event iswe were to determine that we would not ~~considered~~be ~~viable~~able ~~from~~to arealize ~~financial~~all or ~~technological~~a ~~point~~portion of ~~view~~our deferred tax assets in the future, we ~~write~~would ~~down~~reduce ~~the~~such ~~entire~~amounts ~~investment~~through ~~since~~a wecharge ~~consider~~to income in the ~~estimated~~period ~~fair~~in ~~market~~which ~~value~~that todetermination beis ~~nominal.~~made Ifor anwhen ~~investee~~tax ~~obtains~~law ~~additional funding~~changes atare aenacted. ~~valuation~~Conversely, ~~lower~~if ~~than~~we ~~our~~were ~~carrying~~to ~~amount~~determine orthat ~~requires~~we awould ~~new~~be ~~round~~able ofto ~~equity~~realize ~~funding~~our todeferred ~~stay~~tax assets in ~~operation~~the ~~and~~future ~~the~~in ~~new~~excess ~~funding~~of ~~does~~the ~~not~~net ~~appear~~carrying ~~imminent~~amounts, we ~~presume~~would ~~that~~decrease the ~~investment~~recorded isvaluation ~~other-than-temporarily~~allowance ~~impaired,~~through ~~unless~~an ~~specific facts~~increase ~~and~~to ~~circumstances~~income ~~indicate~~in ~~otherwise.~~the Weperiod ~~recognized~~in awhich ~~$0.8~~that ~~million~~determination ~~impairment~~is ~~charge~~made. toChanges ~~our~~in ~~portfolio~~deferred oftax ~~non-marketable~~asset ~~equity~~valuation ~~securities~~allowances recorded in ~~2011~~a ~~(none~~business incombination ~~2012~~and orincome ~~2010).~~tax uncertainties after the acquisition date generally will affect income tax expense.

~~Income~~Equity-Based ~~Taxes~~ Compensation

~~The~~We ~~net~~account ~~deferred~~for ~~tax~~awards ~~asset~~of atequity-based ~~December 31,~~compensation ~~2012~~under ~~was~~our ~~$19.4~~employee ~~million compared~~stock toplans ~~$23.4~~using ~~million~~the atfair ~~December 31,~~value ~~2011~~method. ~~For our deferred future tax benefits~~Accordingly, we ~~believe~~estimate ~~that~~the ~~our~~grant ~~earnings~~date ~~during~~fair ~~the~~value ~~periods~~of ~~when~~our ~~the~~equity-based ~~temporary~~awards ~~differences~~and ~~become~~amortize ~~deductible~~this ~~will~~fair bevalue ~~sufficient~~ to ~~realize~~compensation ~~the~~expense ~~related~~over ~~future income tax benefits. For those jurisdictions where~~ the ~~expiration~~requisite ~~date~~service ofperiod ~~tax carryforwards~~ or ~~the~~vesting ~~projected operating results indicate that realization is not likely, a valuation allowance is provided~~term.

InTo estimate the ~~ordinary~~fair ~~course~~value of ~~business~~our ~~there~~stock isoption ~~inherent~~awards ~~uncertainty~~we incurrently ~~quantifying~~use ~~our~~the ~~income~~Black-Scholes-Merton ~~tax~~options-pricing ~~positions~~model. WeThe ~~assess~~determination ~~our~~of ~~income~~the ~~tax~~fair ~~positions~~value ~~and~~of ~~record~~equity-based ~~tax~~awards ~~benefits~~on ~~for~~the ~~all~~date ~~years~~of ~~subject~~grant tousing ~~examination based~~an ~~upon~~options-pricing ~~management’s~~model ~~evaluation~~is ofaffected ~~the~~by ~~facts,~~our ~~circumstances~~then ~~and~~current ~~information~~stock ~~available~~price atas ~~the~~well ~~reporting~~as ~~date.~~assumptions ~~For~~regarding ~~those~~a ~~tax~~number ~~positions~~of ~~where~~complex itand issubjective ~~more~~variables. ~~likely~~Management ~~than~~is ~~not~~required ~~that~~to amake ~~tax~~certain ~~benefit~~judgments ~~will~~for bethese ~~sustained,~~variables wewhich ~~have~~include ~~recorded~~ the ~~largest~~expected ~~amount of~~stock ~~tax~~price ~~benefit~~volatility ~~with~~over athe ~~greater~~term ~~than~~of 50the ~~percent~~awards, ~~likelihood~~the expected term of ~~being~~options ~~realized~~based ~~upon~~on ~~ultimate~~employee ~~settlement~~exercise ~~with~~behaviors, aand ~~taxing~~the ~~authority~~risk-free interest rate. For ~~those~~awards ~~income~~granted ~~tax~~in ~~positions~~2010 ~~where~~and it2011, expected volatility is ~~not~~based ~~more~~on ~~likely~~the ~~than~~historical ~~not~~volatility ~~that~~of aATMI ~~tax~~common ~~benefit~~stock ~~will~~for bea ~~sustained,~~period noshorter ~~tax~~than ~~benefit~~the ~~has been~~expected ~~recognized~~term inof the ~~financial statements~~options. We ~~adjust~~have ~~these~~excluded ~~unrecognized~~the ~~tax~~historical ~~benefits,~~volatility ~~including~~prior ~~any~~to ~~impact~~the onpublic announcement regarding the ~~related~~sale ~~interest~~of ~~and~~our ~~penalties,~~non-core businesses in ~~light~~2004, solely because those businesses that were sold represented a significant portion of ~~changing~~ATMI’s ~~facts~~consolidated business and ~~circumstances.~~were Asubject ~~number~~to ofconsiderable ~~years~~cyclicality ~~may~~associated ~~elapse~~with ~~before~~the asemiconductor ~~particular~~equipment ~~matter for~~industry, which wedrove ~~have~~increased ~~established~~volatility anin ~~unrecognized~~ATMI’s ~~tax~~stock ~~benefit~~price, iswhich ~~audited~~we ~~and~~did ~~fully~~not ~~resolved.~~believe Towould ~~the~~be ~~extent~~representative weof ~~prevail~~future expected volatility. Starting in ~~matters~~2012, ~~for~~awards ~~which~~granted wedid not have ~~recorded~~any anexclusions ~~unrecognized~~related ~~benefit~~to orthe ~~are~~determination ~~required~~of toexpected ~~pay~~volatility. ~~amounts~~The inexpected ~~excess~~term of ~~what~~options wegranted ~~have~~represents ~~recorded,~~the ~~our effective~~period ~~tax~~of ~~rate~~time inthat aoptions ~~given~~are ~~financial~~expected ~~statement~~to ~~period~~be ~~could~~outstanding. beThe ~~materially~~risk-free ~~affected~~rate is based on the U.S. AnTreasury ~~unfavorable~~yield ~~tax~~curve ~~settlement~~in ~~might~~effect ~~require~~at ~~use~~the time of ~~our~~grant ~~cash~~for ~~and/or~~a ~~result~~period incommensurate anwith ~~increase~~the inestimated ~~our~~expected ~~effective~~term. ~~tax~~We ~~rate~~recognize inexpense ~~the~~only ~~year~~for ofthose ~~resolution.~~awards Aexpected ~~favorable~~to ~~tax settlement~~vest. ~~would~~If beactual ~~recognized~~results asare anot ~~reduction~~consistent inwith our ~~effective~~assumptions ~~tax~~and ~~rate~~judgments used in estimating key assumptions, in future periods, the ~~year~~stock ofoption ~~resolution.~~expense ~~For~~that athe ~~discussion~~Company ofrecords ~~current~~for ~~tax~~future ~~matters,~~grants ~~see~~may ~~Note 10~~differ tosignificantly from what the ~~consolidated~~Company ~~financial~~has ~~statements~~recorded in ~~Item 8~~the ofcurrent ~~this Form 10-K~~period.

InTo ~~assessing the need for a valuation allowance, we~~ estimate ~~future taxable income, considering~~ the ~~feasibility~~fair ofvalue ~~ongoing tax planning strategies and the realizability~~ of ~~tax~~our ~~loss~~Total ~~carryforwards.~~Shareholder ~~Valuation~~Return ~~allowances~~Performance ~~related~~Restricted toStock ~~deferred~~Units ~~tax~~(“TSR ~~assets~~PRSUs”), ~~can~~we beused ~~affected~~a byMonte-Carlo ~~changes~~simulation toof ~~tax~~future ~~laws,~~stock ~~changes~~prices tofor ~~statutory~~ATMI ~~tax rates~~ and ~~future~~the ~~taxable~~components ~~income~~of ~~levels. In~~ the ~~event~~Russell we2000 ~~were~~index. toThis ~~determine~~method ~~that~~uses wea ~~would not~~risk-neutral beframework ~~able~~ to ~~realize~~model ~~all or a portion of our deferred tax assets in the~~ future, westock ~~would~~prices. ~~reduce~~The ~~such~~stock ~~amounts~~price ~~through~~projections aare ~~charge~~based toupon ~~income~~estimates infor the ~~period~~risk-free inrate ~~which~~of ~~that determination is made or when tax law changes are enacted. Conversely~~return, ifthe wevolatility ~~were to~~of ~~determine that we would be able to realize~~ our ~~deferred~~stock ~~tax~~and ~~assets in~~ the ~~future~~others included in ~~excess of~~ the ~~net~~Russell ~~carrying~~2000 ~~amounts~~index, weand ~~would decrease~~ the ~~recorded~~correlation ~~valuation~~of ~~allowance~~each ~~through~~stock anwithin ~~increase to income in~~ the ~~period~~Russell in2000 ~~which~~index. ~~that~~Management ~~determination~~ is ~~made.~~ ~~Changes~~required into ~~deferred~~make ~~tax~~certain ~~asset~~judgments ~~valuation~~for ~~allowances~~these ~~recorded in a business combination and income tax uncertainties after the acquisition date generally will affect income tax expense~~estimates.

Equity-~~Based~~based ~~Compensation~~compensation expense is recognized on a ratable basis over the estimated service period of the awards.

We account for awards of equity-based compensation under our employee stock plans using the fair value method. Accordingly, we estimate the grant date fair value of our equity-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. 21

ToTable ~~estimate the fair value~~ of our stock option awards we currently use the Black-Scholes-Merton options-pricing model. The determination of the fair value of equity-based awards on the date of grant using an options-pricing model is affected by our then current stock price as well as assumptions regarding a number of complex and subjective variables. Management is required to make certain judgments for these variables which include the expected stock price volatility over the term of the awards, the expected term of options based on employee exercise behaviors, and the risk-free interest rate. For awards granted subsequent to January 1, 2006, expected stock price volatility is based on the historical volatility of ATMI common stock for a period shorter than the expected term of the options. We have excluded the historical stock price volatility prior to the public announcement regarding the sale of our non-core businesses in 2004, because those businesses that were sold represented a significant portion of ATMI’s consolidated business and were subject to considerable cyclicality associated with the semiconductor equipment industry, which drove increased volatility in ATMI’s stock price. The expected term of options granted represents the period of time that options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected term. We recognize expense only for those awards expected to vest. If actual results are not consistent with our assumptions and judgments used in estimating key assumptions, in future periods, the stock option expense that the Company records for future grants may differ significantly from what the Company has recorded in the current period. Contents

23Fair Value Measurements

~~Table~~All of ~~Contents~~our financial assets and liabilities, measured on a recurring basis, are measured at fair value based upon Level 1 or Level 2 inputs, as defined under ASC 820. For Level 1 measurements, we use quoted prices in active markets for identical assets and liabilities. For Level 2 measurements, we use observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. For Level 3 measurements, we use unobservable inputs to the valuation methodology that are significant to the measurement of fair value of the assets or liabilities.

ToWe ~~estimate~~regularly ~~the~~review ~~fair value of~~ our ~~Total~~financial ~~Shareholder~~assets ~~Return~~for ~~Performance~~evidence ~~Restricted Stock Units (“TSR PRSUs”), we used a Monte-Carlo simulation~~ of ~~future~~impairment ~~stock prices for ATMI~~ and consider the ~~components~~length of the ~~Russell~~time ~~2000~~and ~~index.~~the ~~This~~extent ~~method uses a risk-neutral framework~~ to ~~model~~which ~~future~~the ~~stock~~market ~~prices.~~value ~~The~~has ~~stock~~been ~~price~~less ~~projections~~than ~~are~~cost, ~~based~~as ~~upon~~well ~~estimates for~~as, the ~~risk-free~~financial ~~rate~~condition ofand ~~return,~~near-term ~~the~~prospects ~~volatility~~ of ~~our stock and~~ the ~~others~~issuer, ~~included~~including inany ~~the~~specific ~~Russell~~event ~~2000~~that ~~index,~~may ~~and~~influence the ~~correlation~~operations of ~~each stock within~~ the ~~Russell 2000 index~~issuer. ~~Management is required to make certain judgments for these estimates.~~

~~Equity-based~~Goodwill ~~compensation~~and ~~expense~~Other isIntangible ~~recognized on a ratable basis over the estimated service period of the awards.~~ Assets

~~Fair~~The ~~Value~~assets ~~Measurements~~and liabilities of acquired businesses are recorded under the purchase method of accounting at their estimated fair values at the dates of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.

~~All~~Goodwill ofand ~~our financial~~intangible assets ~~and~~deemed ~~liabilities,~~to ~~measured~~have onindefinite alives ~~recurring~~are ~~basis~~not amortized, but are ~~measured~~subject atto annual impairment testing by completing an assessment of qualitative factors to determine whether it is more likely than not that the fair value ~~based~~of ~~upon~~a ~~Level~~reporting 1unit oris ~~Level~~less 2than ~~inputs,~~its carrying amount as ~~defined~~a ~~under~~basis ~~ASC~~for ~~820.~~determining ~~For~~whether ~~Level~~it 1is ~~measurements,~~necessary weto ~~use~~perform ~~quoted~~the ~~prices~~two-step ingoodwill ~~active~~impairment ~~markets~~test. We evaluate goodwill for ~~identical~~impairment ~~assets~~at the reported operating segment level - Micrelectronics and ~~liabilities~~ LifeSciences. We ~~For~~first ~~Level~~assess 2qualitative ~~measurements,~~factors weto ~~use~~determine ~~observable~~whether ~~inputs~~it ~~other~~is more likely than ~~Level~~not 1that ~~prices,~~the ~~such~~fair asvalue ~~quoted~~of ~~prices~~the ~~for~~reporting ~~similar~~unit ~~assets~~is ~~and~~less ~~liabilities;~~than ~~quoted~~its ~~prices~~carrying inamount. If ~~markets~~the ~~with~~qualitative ~~insufficient~~assessment ~~volume~~indicates ora ~~infrequent~~likelihood ~~transactions~~that (the carrying amount is less ~~active~~than ~~markets); or~~fair ~~model~~value, then the two-~~derived~~step ~~valuations~~goodwill inimpairment ~~which~~test ~~all~~is ~~significant~~performed. We ~~inputs~~primarily ~~are~~use ~~observable~~the orincome ~~can~~approach beto ~~derived~~determine ~~principally~~the ~~from~~fair orvalue ~~corroborated~~of byour ~~observable~~reporting units. We also employ the market ~~data~~approach by the use of revenue and EBITDA multiple comparisons to corroborate the fair value determined using the income approach. Based on our last completed step 1 analysis, the fair value for ~~substantially~~each of our two reporting units exceeded the ~~full~~carrying ~~term~~value by more than 40 percent. We also note that the price of our common stock has increased approximately 50 percent from December 31, 2011 to December 31, 2013 with a commensurate increase in our market capitalization. At December 31, 2013, the ~~assets~~goodwill orbalance ~~liabilities~~from our continuing operation was $13.7 million and the balance of goodwill in our discontinued operation was $33.7 million.

OnOther ~~November 2,~~Long-Lived ~~2010,~~Amortizable ATMI’s Belgian subsidiary acquired the remaining 60 percent of the outstanding shares of Artelis S.A. As part of the acquisition, we recognized a liability for the fair value of contingent payments tied to future revenue performance for the fiscal years 2012 through 2014. The contingent payment tied to future revenue performance has a range of possible outcomes from zero to $23.3 million. The fair value measurements were calculated using unobservable inputs (primarily using discounted cash flow analyses, a discounted average rate of 6.9 percent, and reliance on the market and product knowledge of internal experts), classified as Level 3, requiring significant management judgment due to the absence of quoted market prices or observable inputs for assets of a similar nature. There is no payout due relative to 2012 performance, because revenues were below the threshold required for a payout. Assets

AsWe ofevaluate ~~December 31,~~the ~~2012~~potential ~~and~~impairment ~~2011,~~of ~~the~~other ~~fair~~long-lived ~~value~~assets ofwhen ~~our~~appropriate. ~~Artelis~~If ~~acquisition~~the ~~contingent performance~~carrying ~~obligations~~value ~~associated~~of ~~with~~assets ~~future~~exceeds ~~revenue~~the ~~was~~sum ~~$4.6~~of ~~million~~the ~~and~~undiscounted ~~$7.2~~expected ~~million,~~future ~~respectively.~~cash ~~See~~flows, ~~Notes~~the 1,carrying 5value ~~and~~of 7the ~~for~~asset ~~additional~~is ~~details~~written ~~regarding~~down ~~the~~to ~~Artelis~~fair ~~acquisition~~value.

~~Goodwill~~Related ~~and~~Party ~~Other Intangible Assets~~ Transactions

The ~~assets~~Company’s ~~and~~related ~~liabilities~~parties ~~of acquired businesses~~ are ~~recorded~~ ~~under~~primarily ~~the~~unconsolidated ~~purchase~~equity ~~method~~affiliates. ofThe ~~accounting~~Company atdid ~~their~~not ~~estimated~~engage ~~fair~~in ~~values~~any atmaterial ~~the~~transactions ~~dates~~involving ofrelated ~~acquisition.~~parties ~~Goodwill~~that ~~represents~~included ~~costs~~terms inor ~~excess~~other ofaspects ~~fair~~that ~~values~~differ ~~assigned~~from tothose ~~the~~which ~~underlying~~would ~~net~~be ~~assets~~negotiated ofwith ~~acquired~~independent ~~businesses~~parties.

~~Goodwill~~Results ~~and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing by completing an assessment~~ of ~~qualitative~~Continuing factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. For reporting units where the qualitative determination does not indicate that it is more likely than not that the fair value of a reporting unit is more than its carrying value, the two-step test is performed. In order to perform the two-step test we estimate the fair value of a reporting unit based on the best information available as of the date of the assessment, which primarily incorporates management assumptions about expected future cash flows and contemplates other valuation techniques. Future cash flows can be affected by changes in the global economy and local economies, changes in the microelectronics and biopharmaceutical industries, changes in technology, and the execution of management’s plans. We concluded that goodwill was not impaired during 2012. Although no goodwill impairment has been recorded to date, there can be no assurances that future goodwill impairments will not occur. Operations

24This table shows the effect of pre-tax compensation cost arising from equity-based payment arrangements recognized in income (loss) from continuing operations (in thousands):



	December 31,
	2013		2012		2011
Cost of revenues	$	161	$	232	$	406
Research and development	476		612		794
Selling, general, and administrative	6,144		6,954		5,878
Total equity-based compensation expense	$	6,781	$	7,798	$	7,078

~~Other Long-Lived Amortizable Assets~~ 22

WeYear ~~evaluate~~Ended ~~the potential impairment of other long-lived assets when appropriate. If the carrying value of assets exceeds the sum of the undiscounted expected future cash flows~~December 31, ~~the~~2013 ~~carrying~~Compared ~~value of the asset is written down~~ to ~~fair~~Year ~~value.~~Ended December 31, 2012

~~Related~~Results ~~Party~~of ~~Transactions~~Continuing Operations

The ~~Company’s~~following ~~related~~is ~~parties~~a ~~are~~summary ~~primarily~~of ~~unconsolidated~~selected ~~equity~~consolidated ~~affiliates.~~earnings ~~The~~information ~~Company did not engage~~ (in ~~any~~thousands ~~material~~of ~~transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with independent parties.~~ dollars):

Results of Operations



	December 31,
	2013			2012			% Change
Revenues	$	360,959		$	365,849		(1.3	)%
Cost of revenues	185,013			179,258			3.2	%
Gross profit	175,946			186,591			(5.7	)%
Gross profit margin	48.7		%	51.0		%
Operating expenses:
Research and development	55,666			47,286			17.7	%
Selling, general and administrative	72,884			73,521			(0.9	)%
Total operating expenses	128,550			120,807			6.4	%
Operating income	47,396			65,784			(28.0	)%
Interest income	944			900			4.9	%
Other income (expense), net	2,616			(58		)	4,610.3	%
Income before income taxes	50,956			66,626			(23.5	)%
Provision for income taxes	12,197			18,331			(33.5	)%
Effective tax rate	23.9		%	27.5		%
Income from continuing operations	$	38,759		$	48,295		(19.7	)%
Loss from discontinued operations, net of taxes	$	(8,594	)	$	(5,965	)	(44.1	)%
Net income	$	30,165		$	42,330		(28.7	)%

~~This~~Analysis ~~table shows the effect~~ of ~~pre-tax~~Continuing ~~compensation~~Operations ~~cost arising from equity-based payment arrangements on the consolidated statements of operations (in thousands):~~

	December 31,
	2012		2011		2010
Cost of revenues	$	347	$	496	$	357
Research and development		776		900		866
Selling, general, and administrative		7,298		6,143		6,470
Total equity-based compensation expense	$	8,421	$	7,539	$	7,693

Overview

252013 was a year of significant progress and change for ATMI, Inc. as we neared completion of our JangAn manufacturing facility in South Korea, recognized license revenues from our eVOLV process, completed a significant reorganization in our business to better position ourselves with customers and to streamline operations, and embarked on a review of strategic alternatives.

~~Table~~On December 22, 2013, ATMI, Inc. and certain of ~~Contents~~its subsidiaries and Pall Corporation, entered into a Share and Asset Purchase Agreement pursuant to which, ATMI, Inc agreed to sell to Pall Corporation all assets and liabilities primarily related to the LifeSciences business in exchange for cash proceeds of $185 million, subject to customary working capital adjustments. This transaction closed on February 20, 2014. We estimate the pre-tax gain from this transaction will be approximately $68 million, which will be recognized in the first quarter of 2014. For purposes of this Form 10-K, we have treated the LifeSciences business as a discontinued operation and have excluded the results associated with the discontinued operations from the discussion and analysis below consistent with the treatment of this discontinued operation throughout this Form 10-K.

~~Year~~On ~~Ended~~February ~~December 31~~4, ~~2012~~2014, ~~Compared~~ATMI and Entegris, Inc. ("Entegris") entered into an Agreement and Plan of Merger pursuant to ~~Year~~which, ~~Ended~~subject ~~December 31~~to the satisfaction or waiver of certain conditions, ~~2011~~ATMI will merge with and into Atomic Merger Corporation, a wholly-owned subsidiary of Entegris ("Merger Sub"). Under the terms of the merger agreement, ATMI shareholders will receive $34.00 in cash, without interest or dividends, for each share of ATMI common stock they hold at the time of closing. We anticipate closing the transaction in the second quarter of 2014.

~~Results~~Revenues for 2013 declined as weakness in our copper materials and NowPak® products were partially offset by volume growth in SDS® and higher license revenues in eVOLV™. Gross Margins also declined approximately 2 percent in full year 2013 compared to full year 2012 due primarily to a combination of ~~Operations~~lower volume and unfavorable product mix. Also, in the fourth quarter of 2013, we recorded an $11.5 million impairment charge in Research and Development (“R&D”) related to certain of our High Productivity Development assets. Net income from continuing operations declined approximately 20 percent for the full year 2013 compared to the full year 2012.

~~The~~Results ~~following is a summary~~ of ~~selected~~Continuing ~~consolidated earnings information (in thousands of dollars):~~ Operations

	December 31,
	2012			2011			% Change
Revenues	$	407,433		$	390,087			4.4	%
Cost of revenues		206,543			205,957			0.3	%
Gross profit		200,890			184,130			9.1	%
Gross profit margin		49.3	%		47.2	%
Operating expenses:
Research and development		55,152			53,708			2.7	%
Selling, general and administrative		86,663			83,546			3.7	%
Contract termination		—			84,590
Total operating expenses		141,815			221,844			(36.1	%)
Operating income (loss)		59,075			(37,714	)		256.6	%
Interest income		1,291			1,205			7.1	%
Other expense, net		(240	)		(2,625	)		90.9	%
Income (loss) before income taxes		60,126			(39,134	)		253.6	%
Provision (benefit) for income taxes		17,796			(19,115	)		193.1	%
Effective tax rate		29.6	%		48.8	%
Net income (loss)	$	42,330		$	(20,019	)		311.4	%

Revenue. Revenues of $361.0 million represent a decline of approximately 1 percent compared to the same period in 2012 as volume weakness in our copper materials and NowPak® product lines was partially offset by SDS volume growth and higher license revenues in eVOLV. Full year 2012 results included a one-time $2.6 million royalty. SDS revenues grew 13 percent compared to the full year 2012. Our copper materials product lines declined 9 percent in 2013 compared to 2012, driven by weak economic conditions, customer material-usage efficiencies, and, the strategic decision to stop selling certain very low margin copper plating electrolytes. Pricing reductions impacted revenues by 2 percent for 2013 compared to 2012. Negative fluctuations in the Japanese Yen decreased revenue approximately 2 percentage points in 2013. Our eVOLV™ product line generated $2.5 million revenue in 2013 an increase of $2.4 million from 2012.

~~Analysis~~Gross ofProfit. ~~Consolidated~~Gross ~~Results~~profit margins were approximately 49 percent in 2013 compared to approximately 51 percent in 2012. Gross profit margins were down primarily due to pricing declines and the $2.6 million one-time royalty recognized in 2012.

~~Overview~~Research and Development Expenses. Research and Development expenses ("R&D") increased $8.4 million or approximately 18 percent to $55.7 million in 2013 compared to $47.3 million in 2012. The 2013 results included an $11.5 million impairment charge related to certain of our HPD assets. In the fourth quarter of 2013, we completed negotiations with Intermolecular, Inc. for the use of certain long lived assets, which resulted in the strategic decision to discontinue certain portions of the site, maintenance, and license support for our HPD tools. As a result, we recorded an impairment charge for long-lived assets held and used with a carrying amount of $10.8 million and the related prepaid support fees with a carrying amount of $0.7 million under the caption, research and development expense. These increases were partially offset by $4.1 million in reduced fees associated with our service and usage agreements with Intermolecular, Inc. We also recorded reductions in spending on consumables ($1.4 million), outside services ($0.4 million) and prototypes ($0.6 million), partially offset by the prior year cost reimbursements of $2.9 million related to a collaborative development agreement.

Selling General and Administrative Expenses. Selling, General and Administrative ("SG&A") expenses decreased approximately 1 percent in 2013 to $72.9 million compared to 2012. The decline was adriven ~~year~~by lower employee spending of ~~progress~~$0.5 ~~and~~million ~~transition~~(lower ~~after~~salaries ~~the October 31~~of $0.5 million, ~~2011~~lower ~~termination~~equity compensation of ~~agreements~~$0.8 ~~with~~million ~~Matheson~~and ~~Tri-Gas,~~reduced ~~Inc.~~benefits ~~(“Matheson”)~~costs of $0.4 ~~Upon~~million, ~~termination~~partially weoffset ~~assumed~~by ~~responsibility~~increased ~~for~~employee ~~manufacturing,~~incentives ~~marketing~~of $1.2 million), lower ~~selling~~depreciation of $0.5 million, ~~and~~reduced ~~distribution~~facilities maintenance of ~~our~~$0.5 ~~SDS®~~million ~~products~~and ~~(the~~reduction ~~“SDS~~in ~~Direct”~~various other ~~transaction)~~expenses of $0.5 ~~The~~million, ~~results~~partially ~~from~~offset ~~these~~by ~~activities~~higher ~~have~~legal ~~met~~costs orof ~~exceeded~~$1.3 ~~our expectations,~~million ~~and~~as we ~~have~~evaluated ~~improved~~our ~~interactions~~strategic ~~with~~alternatives ~~our~~and ~~key~~increased ~~customers~~severance ascosts aof ~~result~~$1.1 million driven by our 2013 reorganization.

~~Revenues.~~Operating ~~Revenues increased 4~~Income.4 ~~percent~~Operating toincome ~~$407.4~~declined ~~million~~28 inpercent ~~2012 compared~~ to ~~2011 revenues of~~ $~~390~~47.14 million. ~~The 2011 revenues included a fourth quarter unfavorable impact of $6.9 million associated with the SDS Direct transaction. The growth~~ in ~~2012~~2013 ~~was~~ driven by ~~a 4.0 percent improvement in Microelectronics revenue, which was mostly the result of SDS growth while demand for other products in Microelectronics was down as~~ lower ~~wafer~~gross ~~starts~~profit ~~were coupled with our customers’ efforts to improve material usage efficiency~~ and ~~to manage inventories in~~ the ~~second~~HPD-related ~~half~~asset ~~of the year~~impairments. ~~LifeSciences growth of 8.7 percent resulted from increased consumables revenue and iCELLis® bioreactor sales.~~

~~Gross~~Interest ~~Profit~~Income. ~~Our~~Interest ~~consolidated gross~~income ~~profit~~was ~~margin~~flat ~~improved by 2.1 percentage points to 49.3 percent~~ in ~~2012~~2013 compared to 472012.~~2 in 2011 primarily due to the benefits of the SDS Direct transaction.~~

~~Research~~Other ~~and~~Income ~~Development~~(expense), ~~Expenses~~net. ~~Research~~Other ~~and~~income ~~development~~was ~~expenses (“R&D”) increased~~ $2.76 ~~percent~~million in ~~2012~~2013 compared to ~~2011.~~expense ~~Principal components~~ of ~~the~~$0.1 ~~higher~~million ~~expenses~~in ~~were~~2012. ~~increases in~~The ~~outside~~2013 ~~support~~income ~~services~~includes ofa $13.43 million, ~~consumables~~gain from the sale of ~~$1.0~~marketable ~~million~~securities, ~~and~~partially ~~depreciation~~offset by foreign currency losses of $01.40 million,. The ~~partially~~2012 ~~offset~~results byincluded ~~the~~a ~~successful~~loss ~~conclusion~~ of a$0.5 ~~collaborative~~million ~~development~~on ~~agreement~~the ~~resulting~~sale inof ~~increased~~an ~~expense~~auction-rate ~~reimbursements~~security toand usa of $2.0.2 million currency gain.

26Loss from Discontinued Operations, net of taxes. The 2013 loss from discontinued operations, net of taxes, was $8.6 million compared to a loss of $6.0 million in 2012. The increase in the loss in 2013 was mostly the result of $2.0 million of reduction in benefits associated with adjustments to the Artelis acquisition earnout liability and $2.0 million of deal costs associated with the sale of the LifeSciences business to Pall Corporation.

~~Table~~Provision for Income Taxes. In 2013, we had an effective income tax rate of ~~Contents~~23.9 percent, compared to a 2012 effective income tax rate of 27.5 percent. The 2013 effective income tax rate differs from the Federal statutory rate of 35.0 percent primarily due to lower income tax rates in foreign jurisdictions, state taxes, R&D credits, and a decrease in accrued tax liabilities.

~~Selling,~~We ~~General~~recorded ~~and~~income ~~Administrative~~tax ~~Expenses.~~expense ~~Sales, General and Administrative (“SG&A”) expenses increased by 3.7 percent in 2012 from 2011 due to approximately $4.0 million~~ of ~~costs associated with SDS Direct activities,~~ $10.47 million ofand ~~severance,~~an aincome ~~capital based~~ tax ~~credit~~benefit of $~~2.4 million recognized in 2011, partially offset by lower recruiting fees of $1.~~0 ~~million and a $1~~.05 million ~~increase~~from indiscontinued ~~the~~operations ~~year-over-year~~for ~~gain due to~~ the ~~change~~years inended ~~fair~~December ~~value~~31, of2013 ~~the~~and ~~Artelis contingent consideration liability. SG&A as a percent of revenues was flat in~~ 2012 ~~compared~~, ~~to 2011~~respectively.

~~Operating~~ATMI ~~Income~~has ~~(Loss~~not )provided for U.S. ~~Operating~~federal income ~~was~~and foreign withholding taxes on approximately $5988.15 million inof ~~2012~~undistributed ~~compared~~earnings from non-U.S. operations as of December 31, 2013, because such earnings are intended to anbe ~~operating~~reinvested ~~loss~~indefinitely outside of ~~$37.7~~the ~~million in~~United ~~2011~~States. ~~The~~These ~~operating~~earnings ~~loss~~could inbecome ~~2011~~subject ~~included~~to anadditional ~~$84~~tax if they are remitted as dividends, loaned to ATMI, or upon sale of subsidiary stock.6 ~~million~~It ~~contract~~is ~~termination~~not ~~charge~~practicable ~~associated~~to ~~with~~estimate the ~~SDS~~amount ~~Direct~~or ~~transaction.~~timing of the additional tax, if any, that eventually might be paid on the foreign earnings.

~~Other~~South Korea has granted the Company an income ~~(expense),~~tax ~~net.~~exemption ~~Other~~that ~~expense~~expires in 2014, ~~net~~including ~~was~~the ~~$0.2~~reduction ~~million~~from 100 percent to 50 percent of the exemption in ~~2012~~2013 and 2014. InThe ~~2011,~~exemption ~~other~~applies ~~expense,~~only ~~net~~to ~~was~~income $2related to one of the Company’s product lines.6 ~~million;~~The effect of the ~~major~~tax ~~items~~exemption ~~were~~was an to reduce income tax expense by $0.89 million ~~impairment~~and ~~loss~~$2.3 million for athe ~~minority~~years ~~investment~~ended December 31, $02013 and 2012, respectively.6 In ~~million~~December of2013, ~~losses~~the ~~from~~Company ~~equity~~was ~~method~~granted ~~investees,~~a ~~and~~new ~~$1.2~~tax ~~million~~exemption related to the manufacturing of ~~losses~~different ~~from~~product ~~foreign~~lines ~~exchange,~~at ~~partially~~its ~~offset~~recently-built byJangAn afacility; ~~$0.7~~the ~~million~~tax ~~gain~~exemption ~~from~~is for a ~~previously~~seven ~~reserved~~year ~~investment.~~period that is expected to start in 2014.

~~Provision~~At ~~for~~December 31, ~~Income Taxes. In 2012~~2013, weATMI had an$2.3 ~~effective~~million ~~income~~of unrecognized tax ~~rate~~benefits ofwhich, ~~29.6~~if ~~percent~~recognized, ~~compared~~would tofavorably aaffect ~~2011~~the effective income tax ~~benefit~~ rate ~~of 48.8~~in ~~percent~~future periods. ~~Excluding the~~ $~~31.~~0.2 million ~~benefit~~of ~~from~~this ~~the~~amount ~~SDS~~is ~~Direct~~included ~~contract~~in ~~termination~~deferred ~~charge~~taxes, and the ~~2011~~balance ~~effective~~of ~~income tax rate would have been 26.~~$2 ~~percent~~.1 ~~The~~million ~~2012~~is ~~effective~~included ~~income~~in ~~tax rate differs from~~ the ~~Federal~~caption ~~statutory~~“Other ~~rate~~non-current ofliabilities” ~~35.0 percent~~on ~~primarily~~the ~~due~~consolidated tobalance ~~lower income tax rates in foreign jurisdictions~~sheets, antogether ~~increase~~with ~~in certain valuation allowances, and state taxes~~$0.3 Ifmillion ~~certain 2012 retroactive provisions~~ of ~~The~~accrued ~~American~~interest ~~Taxpayer~~(net) ~~Relief~~on ~~Act of 2012, including the US R&D credit, had been enacted into law in 2012 instead of 2013, the 2012 effective income~~ tax ~~rate~~reserves ~~would~~and ~~have~~$0 ~~been~~accrued ~~27.8~~for ~~percent~~penalties.

ATMI has not provided for U.S. federal income and foreign withholding taxes on approximately $92.0 million of undistributed earnings from non-U.S. operations as of December 31, 2012, because such earnings are intended to be reinvested indefinitely outside of the United States. These earnings could become subject to additional tax if they are remitted as dividends, loaned to ATMI, or upon sale of subsidiary stock. It is not practicable to estimate the amount or timing of the additional tax, if any, that eventually might be paid on the foreign earnings. 23

~~South~~Year ~~Korea~~Ended ~~has granted the Company an income tax exemption that expires in 2014~~December 31, ~~including~~ ~~the~~2012 ~~reduction~~Compared ~~from 100 percent~~ to 50Year ~~percent~~Ended of the exemption in 2013 and 2014. The exemption applies only to income related to one of the Company’s product lines. The effect of the tax exemption was to reduce income tax expense by $2.3 million, $2.8 million, and $2.1 million for the years ended December 31, ~~2012,~~ 2011~~, and 2010.~~

~~The~~Results ~~2012 net income~~ of ~~$42.3~~Continuing ~~million ($1.30 per diluted share) compared to a net loss of $20.0 million ($0.63 per diluted share) in 2011.~~ Operations

~~Segment~~The ~~Analysis~~following is a summary of selected consolidated earnings information (in thousands of dollars):

	Revenue
	December 31,
	December 31,						%
	2012			2011			% Change
	2012			2011			Change
Revenues	$	365,849		$	351,823		4.0	%
Microelectronics	$	365,515		$	351,417			4.0	%
Cost of revenues	179,258			181,101			(1.0	)%
LifeSciences		41,584			38,264			8.7	%
Gross profit	186,591			170,722			9.3	%
All Other		334			406			(17.7	%)
Gross profit margin	51.0		%	48.5		%
Total Consolidated	$	407,433		$	390,087			4.4	%
Operating expenses:
Research and development	47,286			46,767			1.1	%
Selling, general and administrative	73,521			68,711			7.0	%
Contract termination	—			84,590			(100.0	)%
Total operating expenses	120,807			200,068			(39.6	)%
Operating income (loss)	65,784			(29,346		)	324.2	%
Interest income	900			1,110			(18.9	)%
Other expense, net	(58		)	(993		)	94.2	%
Income (loss) before income taxes	66,626			(29,229		)	327.9	%
Provision (benefit) for income taxes	18,331			(18,265		)	200.4	%
Effective tax rate	27.5		%	62.5		%
Income (loss) from continuing operations	$	48,295		$	(10,964	)	540.5	%
Loss from discontinued operations, net of taxes	$	(5,965	)	$	(9,055	)	34.1	%
Net income (loss)	$	42,330		$	(20,019	)	311.4	%

27Analysis of Continuing Operations

~~Table of Contents~~Overview

	Operating income (loss)
	December 31,						%
	2012			2011			Change
Microelectronics	$	109,259		$	13,079			735.4	%
LifeSciences		(4,066	)		(5,954	)		31.7	%
All Other		(46,118	)		(44,839	)		(2.9	%)
Total Consolidated	$	59,075		$	(37,714	)		256.6	%

2012 was a year of progress and transition after the October 31, 2011 termination of agreements with Matheson Tri-Gas, Inc. (“Matheson”). Upon termination we assumed responsibility for manufacturing, marketing, selling, and distribution of our SDS^® products (the “SDS Direct” transaction). The results from these activities have met or exceeded our expectations, and we have improved interactions with our key customers as a result.

~~Microelectronics:~~Results ~~Revenues for 2012 were $365.5 million, an increase~~ of ~~4.0~~Continuing percent compared to 2011, driven primarily by incremental revenues from the SDS Direct transaction and a $2.6 million one-time royalty partially offset by weaker demand for other products as lower wafer starts were coupled with our customers’ efforts to manage inventories in the second half of the year. With wafer starts estimated to be down by nearly 4 percent for the full year 2012, our copper materials business declined a modest 2 percent in 2012 compared to 2011 with growth in new product sales offset by increased customer material efficiencies on certain of our legacy products. Revenue for our NOWPak® products declined approximately 9 percent in 2012 compared to 2011 as customers continue to migrate to higher volume packages. Microelectronics gross profit margin improved 2.4 percentage points in 2012 to 51.0 percent compared to 48.6 percent for 2011 primarily due to the SDS Direct activities. Operating expense increased in 2012 compared to 2011 driven by $4.0 million of costs associated with the SDS Direct transaction, and $1.4 million of severance as we adjusted our deployment of resources to better match anticipated future market demand. Operating income increased by $96.2 million to $109.3 million in 2012 compared to 2011. The 2011 results included an $84.6 million contract termination charge. Excluding the 2011 contract termination charge related to the SDS Direct transaction, 2012 operating income increased 11.9 percent, mostly driven by the benefits of the SDS Direct transaction. Operations

~~LifeSciences:~~ Revenues ~~for 2012 of $41~~.6 ~~million~~Revenues ~~were~~increased ~~up 8~~4.70 percent ~~compared~~ to ~~2011 with major contributions from higher consumables sales and stronger sales of iCELLis™ systems. The 2011 results included~~ $2365.48 million ofin ~~licensing~~2012 ~~revenues~~compared ~~that related~~ to ~~intellectual property settlements for periods prior to~~ 2011. ~~The~~revenues ~~2012~~of ~~results include~~ $0351.78 million. ofThe ~~licensing~~2011 revenues ~~related~~included toa ~~intellectual~~fourth ~~property~~quarter ~~settlements~~unfavorable ~~for periods prior to 2012. Excluding the~~ impact of ~~these licensing settlements, revenues would have been up 14~~$6.19 ~~percent.~~million ~~Excluding~~associated ~~the~~with ~~negative impact from foreign exchange and license settlements, revenues would have increased 20 percent over~~ the ~~prior~~SDS ~~year. LifeSciences~~Direct ~~gross profit margin was 34~~transaction.4 ~~percent~~The ~~for~~growth ~~2012~~in ~~compared to 34.3 percent for 2011. Operating loss for~~ 2012 was ~~$4.1~~mostly ~~million~~the ~~compared~~result ~~to $6.0 million for 2011, a reduction~~ of ~~31.7~~SDS ~~percent.~~growth ~~The~~partially ~~2012~~mitigated ~~loss~~by isdemand afor ~~result~~other ofproducts ~~the~~which ~~continued~~were ~~R&D and~~down ~~SG&A~~as ~~spending~~lower inwafer ~~support~~starts ofwere ~~iCELLis~~coupled ~~and~~with ~~Xpansion™~~our ~~bioreactor~~customers’ ~~commercialization~~ efforts ~~partially~~to ~~offset~~improve bymaterial ausage ~~$1.0~~efficiency ~~million~~and ~~increase in the year-over-year gain due~~ to ~~the~~manage ~~change~~inventories in ~~fair~~the ~~value~~second half of the ~~Artelis contingent consideration liability~~year.

~~Year~~Gross ~~Ended~~Profit. ~~December 31,~~Our consolidated gross profit margin improved by 2.5 percentage points to 51.0 percent in 2012 compared to 48.5 percent in 2011 ~~Compared~~primarily due to ~~Year~~the ~~Ended~~benefits ~~December 31,~~of ~~2010~~the SDS Direct transaction.

~~Overview~~Research and Development Expenses. Research and development expenses (“R&D”) increased 1.1 percent in 2012 compared to 2011. Principal components of the higher expenses were increases in outside support services of $1.2 million, consumables of $1.0 million, and depreciation of $0.5 million, partially offset by the successful conclusion of a collaborative development agreement resulting in increased expense reimbursements to us of $2.0 million.

~~Results~~Table ~~for the year ended December 31, 2011 included revenues~~ of $390.1 million, an agreement for the reacquisition of license, manufacturing, & distribution rights for our Safe Delivery Source (“SDS”) product line, and our first fee-based collaborative development arrangement with a key customer, which will allow us to more effectively demonstrate our High Productivity Development (“HPD”) capabilities. Contents

~~The~~Selling, ~~2011~~General ~~results~~and ~~included~~Administrative ~~the~~Expenses. ~~effects of terminating a license~~Selling, ~~manufacturing~~General and ~~distribution~~Administrative ~~agreement~~(“SG&A”) ~~associated~~expenses ~~with~~increased ~~our~~by ~~SDS®~~7.0 ~~technology~~percent in ~~exchange~~2012 ~~for~~from a2011 ~~$95~~due ~~million~~to ~~cash~~approximately ~~payment. As a result of this agreement, we recognized a one-time operating charge of~~ $844.60 million ~~in the fourth quarter~~ of ~~2011.~~costs Inassociated ~~connection~~ with ~~this~~SDS ~~agreement~~Direct activities, ~~revenues in the fourth quarter were unfavorably impacted by~~ $61.94 million ~~associated~~of ~~with~~severance, a ~~cash~~capital ~~payment~~based tax credit of $52.14 million ~~to repurchase inventory due to previously~~ recognized ~~product shipments into the former distributor’s channel as well as an estimated $1.8 million net impact due to excess inventory~~ in ~~the SDS distribution channel in regions where the former distributor continues to sell product until ATMI secures the appropriate licenses to fully conduct business~~2011, ~~which was~~ partially offset by ~~incremental~~lower ~~revenues~~recruiting ~~from~~fees ~~the~~of ~~transaction~~$1.0 million.

28Operating Income (Loss). Operating income was $65.8 million in 2012 compared to an operating loss of $29.3 million in 2011. The operating loss in 2011 included an $84.6 million contract termination charge associated with the SDS Direct transaction.

~~Table~~Other ofexpense, ~~Contents~~net. Other expense, net was $0.1 million in 2012. In 2011, other expense, net was $1.0 million driven by losses from foreign exchange which were partially offset by a $0.7 million gain from a previously reserved investment.

~~For~~Loss ~~the~~from ~~year~~discontinued ~~ended December 31~~operations, ~~2011,~~net ~~ATMI~~of ~~revenues increased by 6~~taxes.~~2 percent~~ The to2012 ~~$390.1~~loss ~~million compared~~from todiscontinued ~~2010~~operations, ~~revenues~~net of ~~$367.3 million~~taxes, ~~including~~was ~~the~~ $6.90 million ~~unfavorable~~compared ~~fourth~~to ~~quarter~~a ~~impact~~loss ~~mentioned~~of ~~above~~$9.1 ~~The~~million ~~2011 growth reflects strength~~ in ~~the first half of~~ 2011. Revenues infor ~~consumer~~2012 ~~electronics~~were ~~demand~~up ~~which~~approximately ~~drove~~9 ~~higher~~percent ~~wafer~~compared ~~starts~~to ~~and increased fab utilization followed by a lower wafer start growth environment in the second half of~~ 2011. ~~The~~with ~~revenue~~major ~~growth~~contributions from ~~2010~~higher toconsumables ~~2011~~sales ~~was driven by a 17 percent increase in copper materials~~ and astronger 25sales ~~percent~~of ~~increase~~iCELLisTM ~~in LifeSciences~~systems. ~~Our gross~~Gross ~~profit~~ margin declined byslightly ~~70 basis points~~ to approximately ~~47.2~~ 34 percent infor ~~2011 compared to 47.9 in 2010 due to~~ the ~~impact~~year-ended of2012 ~~fourth quarter inventory repurchases, anticipated price reductions, some unanticipated cost overruns, and product mix. R&D grew 10.4 percent in 2011~~ compared to ~~2010~~approximately ~~primarily~~35 ~~driven~~percent byfor ~~product development related spending associated with~~ the ~~November~~same ~~2010~~period ~~acquisition of Artelis. SG&A declined by 2.2 percent~~ in 2011 ~~from 2010 due to a $2~~.4 The ~~million~~2012 ~~benefit~~loss ~~related~~is to a ~~capital-based~~result ~~state~~of ~~tax credit, and a $1.7 million gain from~~ the ~~change~~continued inR&D ~~fair~~and ~~value of a contingent consideration obligation.~~ SG&A, asspending ain ~~percent~~support of ~~revenues,~~iCELLisTM ~~decreased~~and toXpansionTM ~~21.4~~bioreactor ~~percent~~commercialization inefforts ~~2011~~partially ~~compared~~offset ~~to 23.3 percent in 2010. The operating loss of $37.7 million in 2011 was driven~~ by ~~the~~increased ~~$84.6~~gross ~~million,~~profit ~~one-time~~from ~~contract~~revenue ~~termination~~growth ~~charge~~and ~~associated~~a ~~with the SDS Direct transaction. The 2011 effective tax benefit rate of 48.8 percent would have been an effective tax rate of 26.2 percent, excluding the~~ $311.0 million ~~tax~~increase ~~benefit~~in ~~from~~ the ~~$84.6 million one~~year-~~time~~over-year ~~contract~~gain ~~termination~~due ~~charge. The 2011 net loss was $20.0 million ($0.63 per diluted share) compared~~ to ~~net~~the ~~income~~change ~~of $39.5 million ($1.24 per diluted share)~~ in ~~2010. The~~fair ~~2011~~value ~~net loss~~ of ~~$20.0 million includes~~ the ~~after~~Artelis ~~tax~~contingent ~~impact~~consideration ~~of $53~~liability.~~6 million due to the SDS Direct termination charge.~~

~~The~~Provision ~~following~~(benefit) is for Income Taxes. In 2012, we had an effective income tax rate of 27.5 percent, compared to a ~~summary~~2011 effective income tax benefit rate of ~~selected~~62.5 ~~consolidated~~percent. ~~financial~~The ~~information~~2012 (effective income tax rate differs from the Federal statutory rate of 35.0 percent primarily due to lower income tax rates in ~~thousands~~foreign jurisdictions, an increase in certain valuation allowances, and state taxes. If certain 2012 retroactive provisions of ~~dollars):~~The American Taxpayer Relief Act of 2012, including the US R&D credit, had been enacted into law in 2012 instead of 2013, the 2012 effective income tax rate would have been 25.9 percent.

	December 31,
	2011			2010			% Change
Revenues	$	390,087		$	367,256			6.2	%
Cost of revenues		205,957			191,248			7.7	%
Gross profit		184,130			176,008			4.6	%
Gross margin		47.2	%		47.9	%		(0.7	%)
Research and development		53,708			48,645			10.4	%
R&D as a percent of revenues		13.8	%		13.2	%		0.6	%
Selling, general, and administrative		83,546			85,425			(2.2	%)
SG&A as a percent of revenues		21.4	%		23.3	%		(1.9	%)
Contract termination		84,590			—			—
Operating income (loss)		(37,714	)		41,938			(189.9	%)
Operating margin		(9.7	%)		11.4	%		(21.1	%)
Effective tax (benefit) rate		(48.8	%)		22.0	%		27.0	%
Net income (loss)		($20,019	)	$	39,506			(150.7	%)
Earnings (loss) per diluted share		($0.63	)	$	1.24			(150.8	%)

ATMI has not provided for U.S. federal income and foreign withholding taxes on approximately $73.1 million of undistributed earnings from non-U.S. operations as of December 31, 2012, because such earnings are intended to be reinvested indefinitely outside of the United States. These earnings could become subject to additional tax if they are remitted as dividends, loaned to ATMI, or upon sale of subsidiary stock. It is not practicable to estimate the amount or timing of the additional tax, if any, that eventually might be paid on the foreign earnings.

~~Revenues.~~South ~~For~~Korea ~~the~~has ~~year~~granted ended December 31, 2011, ATMI revenues increased by 6.2 percent to $390.1 million compared to full year 2010 revenue of $367.3 million. The 2011 revenues were negatively impacted by $6.9 million associated with a cash payment of $5.1 million to repurchase previously recognized product shipments into the ~~former~~Company ~~distributor’s channel as well as~~ an ~~estimated~~income ~~$1.8~~tax ~~million~~exemption ~~net~~that ~~impact~~expires ~~due to excess inventory~~ in ~~the~~2014, ~~SDS~~including ~~distribution channel in regions where~~ the ~~former~~reduction ~~distributor~~from ~~continues~~100 topercent ~~sell product until ATMI secures the appropriate licenses~~ to ~~fully~~50 ~~conduct~~percent ~~business, which~~of ~~was partially offset by incremental revenues from~~ the ~~transaction.~~exemption ~~The 2011 revenue growth reflects strength~~ in ~~the~~2013 ~~first half of 2011 in consumer electronics demand, which drove higher wafer starts~~ and ~~increased fab utilization, followed by a lower wafer start growth environment in the second half of 2011~~2014. The ~~growth~~exemption inapplies ~~revenues~~only into ~~2011~~income ~~compared~~related to ~~2010~~one ~~occurred in both our microelectronics and life sciences product lines. Driven by a strong first half~~ of ~~2011,~~the ~~revenues~~Company’s ~~in our microelectronics~~ product lines ~~grew 4~~.~~5 percent~~ toThe ~~$351.8~~effect ~~million in 2011 from $336.5 million in 2010 primarily due to strong growth in our copper products associated with adoption~~ of ~~our materials at~~ the ~~advanced~~tax ~~technology~~exemption ~~nodes.~~was Into ~~our life~~reduce ~~sciences~~income ~~product~~tax ~~lines,~~expense ~~revenues~~by ~~increased 24.5 percent to~~ $382.3 million inand ~~2011 from~~ $302.7 8 million infor ~~2010 driven by~~ the ~~transition~~years ~~from~~ended ~~qualification to volume production at a few customers~~December 31, ~~and~~2012 ~~the additional placements of our mixing~~ and ~~bioreactor platforms in the marketplace and royalties from intellectual property licensing agreements. Given the ongoing pressures to bring costs down in the consumer and microelectronics industries~~2011, ~~we continued to experience pricing pressure with several of our legacy products~~respectively. ~~Foreign currency translation provided a 100 basis point benefit to revenue in 2011 driven by a weakening US Dollar against the Japanese Yen and the Euro.~~

29Liquidity and Capital Resources

~~Table~~We assess liquidity in terms of ~~Contents~~our ability to generate cash to fund our operating and investing activities. Of particular importance to management are cash flows generated by operating activities, and cash used for capital expenditures, acquisitions, and stock repurchases.

~~Gross~~Until ~~Profit.~~required Infor ~~2011,~~use ~~gross~~in ~~profit~~the ofbusiness, ~~$184.1~~we ~~million~~invest ~~increased~~our ~~4.6 percent~~cash ~~from $176.0 million~~reserves in ~~2010.~~bank ~~Our~~deposits, ~~gross~~certificates ~~profit~~of ~~margin~~deposit, ~~declined~~money bymarket 70securities, ~~basis~~government ~~points~~and togovernment-sponsored ~~47.2 percent~~bond inobligations, ~~2011~~corporate ~~compared~~debt toobligations, ~~47.9~~and inother ~~2010~~interest ~~due~~bearing tomarketable ~~the~~debt ~~impact~~instruments ofin ~~fourth~~accordance ~~quarter~~with ~~inventory~~our ~~repurchases,~~investment ~~anticipated~~policy. ~~price~~We ~~reductions,~~have ~~some~~contracted ~~unanticipated~~with ~~cost overruns,~~investment ~~and~~advisers ~~product~~to ~~mix.~~invest ~~The~~our ~~SDS~~funds ~~Direct~~consistent ~~transaction~~with ~~reduced~~our ~~gross~~investment ~~profit~~policy. byThe ~~$4.7~~value ~~million~~of ~~and~~our ~~gross~~investments ~~profit~~may ~~margin~~be adversely affected by 60increases ~~basis~~in ~~points~~interest ~~due~~rates, toinstability in the ~~reversal~~global offinancial ~~previously~~markets ~~recognized~~that ~~product~~reduces ~~shipments,~~ the ~~estimated~~liquidity ~~effect~~ of ~~excess~~securities ~~channel~~included ~~inventories~~ in our portfolio, and ~~incremental~~by ~~transition~~other ~~services~~factors ~~costs.~~which ~~Gross~~may ~~profit~~result in ~~our~~other-than-temporary ~~microelectronics~~declines ~~product~~in ~~lines~~value ~~increased~~of ~~3.0 percent~~the toinvestments, ~~$170.7~~which ~~million~~could inimpact ~~2011~~our ~~compared~~financial toposition ~~$165.8 million~~and inour ~~2010~~overall liquidity. ~~Gross~~Each ~~profit~~of ~~margin~~these inevents ~~microelectronics~~may ~~was~~cause ~~approximately~~us ~~49 percent~~to inrecord ~~2011~~charges ~~compared~~ to 49reduce ~~percent~~the incarrying ~~2010.~~value ~~Gross~~of ~~profit~~our ininvestment ~~our~~portfolio ~~life~~or ~~sciences~~sell ~~product~~investments ~~lines~~for ~~increased~~less ~~31.1 percent~~than toour ~~$13~~acquisition cost.4 ~~million~~We inattempt ~~2011~~to ~~compared~~mitigate tothese ~~$10.2 million~~risks ~~for~~with the ~~same~~assistance ~~period~~of inour ~~2010.~~investment ~~Life~~advisors ~~sciences~~by ~~gross~~investing ~~profit~~in ~~margin increased~~high-quality ~~year~~securities ~~over~~and ~~year~~monitoring tothe 35overall ~~percent~~risk inprofile ~~2011~~of ~~from~~our ~~33 percent in 2010~~portfolio. ~~Life~~We ~~sciences~~also ~~gross~~maintain ~~profit~~a ~~margin~~well-diversified ~~for~~portfolio ~~2011~~that ~~includes~~limits ~~the~~our ~~effect~~credit ofexposure ~~the~~through ~~U.S.~~concentration ~~manufacturing~~limits ~~capacity~~set wewithin ~~brought~~our ~~online~~investment ~~in mid-2010~~policy.

~~Research~~We ~~and~~have ~~Development~~financed ~~Expenses.~~our ~~R&D~~operating ~~expense~~needs ~~increased~~and ~~10.4 percent~~capital toexpenditures ~~$53.7~~through ~~million~~cash inflows ~~2011~~from ~~compared~~our ~~to $48.6 million in 2010. The increase in 2011 spending was driven by increased product development spending associated with the November 2010 Artelis acquisition ($3.3 million)~~operations, ~~consumption~~and ofexisting ~~material consumables ($0~~cash.7 ~~million),~~We ~~intellectual~~expect ~~property~~to ~~fees~~finance ~~($0.5~~current ~~million),~~ and ~~rent~~planned ~~($0.3~~operating ~~million),~~requirements ~~partially~~principally ~~offset~~through bycash ~~lower~~from ~~HPD licensing and maintenance ($1.8 million)~~operations, ~~and~~as ~~cost~~well ~~reimbursements~~as ~~related~~existing tocash ~~a collaborative development agreement (“CDA”) ($0~~resources.9 ~~million).~~We ~~The~~believe ~~CDA~~that ~~was~~these ~~executed~~funds inwill ~~the~~be ~~third quarter~~sufficient ofto ~~2011~~meet ~~with~~our anoperating ~~advanced~~requirements ~~memory integrated circuit manufacturer~~ for the ~~purpose~~foreseeable offuture. ~~developing~~However, ~~molecules~~we may, ~~including~~from ~~chemical~~time ~~precursors~~to time, ~~and~~seek ~~material~~additional ~~systems~~funding ~~for~~through ~~next~~a ~~generation~~combination ~~semiconductor~~of ~~products.~~equity Weand ~~recognized~~debt afinancings ~~benefit~~or offrom ~~$0.9~~other ~~million in 2011~~sources.

~~Selling,~~We ~~General~~continue ~~and Administrative Expenses. SG&A declined 2.2 percent~~ to ~~$83.5~~invest ~~million~~ in ~~2011~~R&D ~~compared~~ to ~~$85.4 million~~ inprovide ~~2010.~~future ~~The~~sources ~~decrease~~of isrevenue through the ~~result~~development of anew ~~$2.4~~products, ~~million~~as ~~benefit~~well ~~related~~as tothrough aadditional ~~capital-based~~uses ~~state~~for ~~tax~~existing ~~credit, a $1~~products.7 ~~million~~We ~~gain~~consider ~~from~~R&D and the ~~change~~development ~~in fair value~~ of anew ~~contingent~~products ~~consideration~~and ~~obligation,~~technologies ~~lower~~an ~~maintenance~~integral ~~($0.7 million),~~part ~~legal~~of ~~fees~~our ~~($0.5~~growth ~~million)~~strategy and ~~asset~~a ~~impairments~~core ~~($0.3~~competency ~~million),~~of ~~partially offset by expenses associated with~~ the ~~Artelis acquisition ($3~~Company.7 ~~million)~~Likewise, awe ~~2010~~continue ~~bad~~to ~~debt~~make ~~reserve~~capital ~~release~~expenditures ofin ~~$0.8~~order ~~million~~to ~~not~~expand ~~repeated~~and inmodernize ~~2011,~~manufacturing ~~$1.3~~and ~~million associated~~R&D ~~with~~facilities ~~transition~~around ~~costs related to~~ the ~~SDS~~globe ~~Direct transaction~~ and ~~increased~~to ~~employee~~drive ~~related~~efficiencies ~~costs~~throughout ~~($1.3~~the ~~million)~~organization.

Contract Termination Expense. In 2011, we recognized an $84.6 million charge associated with terminating a long-term license, manufacturing and distribution agreement with Matheson Tri-Gas, Inc. that gives ATMI responsibility for worldwide distribution of our SDS and VAC gas storage and delivery system. 25

~~Operating~~Table ~~Income (Loss). For the year ended December 31, 2011, we generated an operating loss~~ of ~~$37.7 million compared to operating income of $41.9 million in 2010. The decrease is primarily a result of the SDS Direct contract termination charge and other items as noted above.~~ Contents

~~Interest~~Additionally, ~~Income.~~management ~~Interest income was $1.2 million for the year ended December 31~~considers, ~~2011~~on ~~compared~~a tocontinuing ~~$0.9 million for the year ended December 31~~basis, ~~2010,~~potential ~~primarily~~acquisitions ~~caused~~of bystrategic ~~higher~~technologies ~~invested~~and ~~balances~~businesses ~~and~~complementary ~~slightly~~to ~~improved~~the ~~average~~Company’s ~~yields.~~current business.

~~Other~~On ~~income~~February ~~(expense)~~4, ~~net.~~ ~~In 2011~~2014, weATMI ~~reported~~and ~~net~~Entegris ~~other~~entered ~~expense~~into ofan ~~$2.6~~Agreement ~~million, which was driven by a $0.8 million impairment reserve for a minority investment, losses from equity method investees of $0.6 million~~ and ~~losses~~Plan ~~from foreign exchange~~ of ~~$1.2~~Merger ~~million partially~~(the ~~offset~~“Merger ~~by a $0.7 million gain from a previously reserved investment. In 2010~~Agreement”), wewhereby ~~reported~~ATMI ~~net~~would ~~other~~become ~~income of $7.7 million, which was driven by~~ a ~~$5.9 million non~~wholly-~~cash~~owned ~~gain~~subsidiary ~~on fair value~~ of ~~our minority interest in Artelis coincident with the acquisition of the remaining outstanding shares and a $2~~Entegris.5 ~~million gain on the sale of Anji shares.~~

~~Provision~~Under ~~for~~the ~~Income~~terms ~~Taxes.~~of ~~In 2011,~~the weMerger ~~had~~Agreement, anATMI ~~effective~~shareholders ~~income~~will ~~tax~~receive ~~benefit rate of 48~~$34.800 ~~percent~~in cash, ~~compared~~without tointerest aor ~~2010~~dividends, ~~effective~~for ~~income~~each ~~tax~~share ~~rate~~ of ~~22.0~~ATMI ~~percent.~~common ~~Excluding~~stock ~~the~~they ~~$31.0~~hold ~~million~~at ~~benefit from~~ the ~~SDS~~time ~~Direct~~of ~~contract~~closing. The ~~termination~~consummation ~~charge,~~of the ~~2011~~merger ~~effective~~is ~~income~~subject ~~tax~~to ~~rate would~~receiving ~~have~~the ~~been~~approval ~~26.2~~of ~~percent.~~holders ~~The~~of ~~2011~~a ~~effective~~majority ~~income~~of ~~tax rate differs from~~ the ~~Federal~~outstanding ~~statutory~~ATMI ~~rate~~common ofstock ~~35.0~~entitled ~~percent~~to ~~primarily~~vote ~~due~~on to the ~~benefit of~~ merger, the ~~SDS~~expiration ~~Direct~~or ~~contract~~ termination ~~charge,~~of ~~lower~~the ~~income~~applicable ~~tax~~waiting ~~rates~~period inunder ~~foreign~~the ~~jurisdictions,~~Hart-Scott-Rodino ~~an increase~~Antitrust inImprovements ~~certain~~Act ~~valuation~~of ~~allowances~~1976, ~~the~~as ~~U.S. R&D tax credit~~amended, ~~equity based compensation,~~ and ~~state~~other ~~taxes.~~customary conditions.

~~ATMI~~The ~~has~~Merger ~~not~~Agreement ~~provided~~includes customary termination provisions for ~~U.S.~~ ~~federal~~both ~~income~~ATMI and ~~foreign~~Entegris ~~withholding~~and ~~taxes~~provides onthat, ~~approximately~~in ~~$92.4~~connection ~~million~~with ofthe ~~undistributed~~termination ~~earnings~~of ~~from~~the ~~non-U.S.~~Merger ~~operations~~Agreement asby ofEntegris ~~December 31,~~or ~~2011~~ATMI, ~~because~~under ~~such~~specified ~~earnings~~circumstances, ~~are~~ATMI ~~intended~~would be required to bepay ~~reinvested~~Entegris ~~indefinitely~~a ~~outside~~termination fee of ~~the United States~~$30,000,000. ~~These~~In ~~earnings~~the ~~could~~event ~~become~~the ~~subject~~conditions to ~~additional~~consummating ~~tax~~the ifmerger ~~they~~have ~~are~~been ~~remitted~~met ason ~~dividends,~~the ~~loaned~~date tothat ~~ATMI,~~the orclosing ~~upon~~of ~~sale~~the ofmerger ~~subsidiary~~is ~~stock.~~required Itto isoccur ~~not~~but ~~practicable~~Entegris and Merger Sub fail to ~~estimate~~consummate the ~~amount~~merger, orATMI ~~timing~~may ofterminate the ~~additional~~Merger ~~tax~~Agreement and, ifin ~~any~~certain circumstances, ~~that~~Entegris ~~eventually might~~would be ~~paid~~required onto ~~the~~pay ~~foreign~~ATMI ~~earnings~~a termination fee of $100,000,000.

30As part of the Merger Agreement, the parties have agreed to certain customary covenants which restrict ATMI pending the closing of the acquisition. Among these obligations, ATMI: (1) must conduct business in the ordinary course consistent with its past practice; (2) may not repatriate any cash, cash equivalents or other assets to the extent that such repatriation would result in a tax liability to ATMI or any of its subsidiaries beyond what has been agreed to with Entegris; (3) may not make or authorize capital expenditures in any calendar year that, individually or in the aggregate, exceed the amounts budgeted in ATMI's current plan by more than 10%; (4) may not establish a record date or declare a dividend; (5) may not amend its Charter or By-laws; (6) may not issue, sell, encumber, repurchase or grant any capital stock or other equity instrument other than amounts agreed to by Entegris; (7) may not acquire, sell, lease (as lessor), license, mortgage, sell and leaseback or otherwise subject to any lien (other than certain permitted liens), or otherwise dispose of any real property or other material properties or assets, other than that which has been agreed to between the parties; (8) may not incur any indebtedness or issue or sell any debt securities or rights to acquire debt securities except as agreed between the parties; (9) may not make any change in financial accounting methods, principles or practices, or elections, except insofar as required by applicable law or generally accepted accounting principles; and (10) may not adopt a plan of complete or partial liquidation, dissolution, merger or conversion or resolution providing for or authorizing such a liquidation, dissolution, merger or conversion.

~~Table~~Refer to Note 17 to the Consolidated Financial Statements in Item 8 of ~~Contents~~this Form 10-K for further details.

~~South~~See ~~Korea~~Part I, ~~has granted the Company an income tax exemption that expires in 2014~~Item 1A, ~~including~~“Risk ~~the~~Factors” ~~last two years at 50 percent~~ of ~~the~~this ~~exemption.~~Form 10-K ~~The~~for ~~exemption~~risk ~~applies~~factors ~~only~~that tocould ~~income~~negatively ~~related~~impact toour ~~one~~cash ofposition ~~the~~and ~~Company’s~~ability ~~product lines. The effect of the tax exemption was~~ to ~~reduce~~fund ~~income~~future ~~tax expense by $2~~operations.~~8 million, $2.1 million, and $1.3 million for the years ended December 31, 2011, 2010, and 2009.~~

AtA ~~December 31,~~summary ~~2011, ATMI had $3.7 million~~ of ~~unrecognized~~our ~~tax~~cash ~~benefits,~~flows ~~which,~~follows ~~if recognized, would favorably affect the effective income tax rate~~ (in future periods. $0.7 million of this amount is included in deferred taxes, and the balance of $3.0 million is included in the caption “Other non-current liabilities” on the consolidated balance sheets, together with $0.4 million of accrued interest (netthousands) on tax reserves and $0 accrued for penalties. In January 2012, the Internal Revenue Service completed a U.S. tax audit of tax years 2008 and 2009, although the refund claim for tax year 2009 is still subject to review by the Joint Committee on Taxation. :

Liquidity and Capital Resources



	Year Ended December 31,
	2013			2012
Cash provided by (used for):
Operating activities	$	44,415		$	90,962
Investing activities	(34,802		)	(40,960		)
Financing activities	(7,954		)	(836		)
Effects of exchange rate changes on cash and cash equivalents	(2,263		)	2,361

WeOperating assess liquidity in terms of our ability to generate cash to fund our operating and investing activities. Of particular importance to management are cash flows generated by operating activities, and cash used for capital expenditures, acquisitions, and stock repurchases. Activities

~~Until~~In ~~required~~2013 ~~for use in the business,~~ we ~~invest~~generated ~~our~~$44.4 ~~cash~~million ~~reserves in bank deposits, certificates~~ of ~~deposit,~~cash ~~money~~from ~~market securities~~operations, ~~U.S.~~which ~~Treasuries, government~~represents ~~and~~a ~~government-sponsored~~decrease ~~bond~~of ~~obligations, corporate debt obligations, and other interest bearing marketable debt instruments in accordance with our investment policy~~$46.6 Wemillion ~~have~~compared ~~contracted with investment advisers~~ to ~~invest~~the ~~our funds consistent with our investment policy~~$91.0 ~~The~~million ~~value~~ of ~~our~~cash ~~investments~~generated ~~may~~from beoperations ~~adversely affected by increases~~ in ~~interest~~2012. ~~rates,~~The ~~instability~~cash ingenerated ~~the~~from ~~global~~operations ~~financial~~was ~~markets~~primarily ~~that~~driven ~~reduces~~by ~~the~~net ~~liquidity~~income ~~of securities included in our portfolio,~~ and ~~by other~~a ~~factors~~decline ~~which may result~~ in ~~other-than-temporary declines in value of~~ the ~~investments,~~use ~~which could impact our financial position and our overall liquidity. Each~~ of ~~these~~cash ~~events may cause us to record charges to reduce the carrying value of our investment portfolio or sell investments~~ for ~~less~~inventory ~~than our acquisition cost. We attempt to mitigate these risks~~ with ~~the~~more ~~assistance~~stable ofinventory ~~our~~levels ~~investment~~offset ~~advisors~~ by ~~investing~~net inincome ~~high-quality~~tax ~~securities~~payments ~~and monitoring the overall risk profile~~ of ~~our portfolio~~$13.1 Wemillion ~~also~~and ~~maintain~~changes ain ~~well-diversified~~accounts ~~portfolio~~payable ~~that~~mostly ~~limits~~due ~~our~~to ~~credit~~timing ~~exposure~~of ~~through~~payments ~~concentration~~to ~~limits set within our investment policy~~vendors.

WeInvesting have financed our operating needs and capital expenditures through cash flows from our operations, and existing cash. We expect to continue to finance current and planned operating requirements principally through cash from operations, as well as existing cash resources. We believe that these funds will be sufficient to meet our operating requirements for the foreseeable future. However, we may, from time to time, seek additional funding through a combination of equity and debt financings or from other sources. Activities

WeNet ~~continue~~cash toused ~~invest~~for investing activities was $34.8 million in ~~R&D~~2013, a decrease of $6.2 million compared to ~~provide~~2012. ~~future~~Our ~~sources~~investing ~~of revenue~~activities ~~through~~primarily ~~the~~relate ~~development~~to purchases, sales and maturities of ~~new~~marketable ~~products~~securities, asincluding ~~well~~$10.9 asmillion ~~through~~of ~~additional~~cash ~~uses~~generated ~~for~~from ~~existing~~the ~~products.~~sale Weof ~~consider~~marketable ~~R&D~~equity securities, and the ~~development~~purchases of ~~new~~property, ~~products~~plant and ~~technologies~~equipment, anincluding ~~integral~~$21.8 ~~part~~million of ~~our~~cash ~~growth~~used ~~strategy~~for ~~and~~the aconstruction ~~core competency~~ of ~~the Company.~~our ~~Likewise,~~new weSouth ~~continue~~Korean tomanufacturing ~~make~~facility. ~~capital~~The ~~expenditures~~decrease in ~~order~~cash toused ~~expand~~for ~~and~~investing ~~modernize~~activities ~~manufacturing~~was ~~and~~due ~~R&D~~to ~~facilities around~~ the ~~globe~~increase ~~and~~in toproceeds ~~drive~~from ~~efficiencies~~sales ~~throughout~~or ~~the~~maturities ~~organization.~~of ~~Additionally,~~marketable ~~management~~securities ~~considers,~~partially onoffset ~~a continuing~~by ~~basis,~~increased ~~potential~~expenditures ~~acquisitions~~related ofto ~~strategic~~property, ~~technologies~~plant and ~~businesses~~equipment, ~~complementary~~and tospending ~~the~~on ~~Company’s~~cost ~~current~~and ~~business.~~equity-basis investments.

~~See Part I, Item 1A, “Risk Factors” of this Form 10-K for risk factors that could negatively impact our cash position and ability to fund future operations.~~ 26

31Table of Contents

~~Table~~Financing ~~of Contents~~Activities

AFinancing ~~summary~~activities ofresulted ~~our~~in a use of cash ~~flows~~of ~~follows~~$8.0 (million for 2013, which was an increase of $7.1 million versus 2012. The increase was primarily related to purchases of treasury stock, partially offset by an increase in ~~thousands):~~proceeds from the exercise of stock options.

	Year Ended December 31,
	2012			2011
Cash provided by (used for):
Operating activities	$	90,962		$	(30,962	)
Investing activities		(40,960	)		(2,471	)
Financing activities		(836	)		379
Effects of exchange rate changes on cash and cash equivalents		2,361			(1,071	)

Summary of Contractual Obligations

~~Operating~~The ~~Activities~~following is a summary of consolidated debt, lease, purchase and other obligations at December 31, 2012 (refer to Notes 4, 6, 8, and 13 of the consolidated financial statements in Item 8 of this Form 10-K), in thousands:

In 2012, we generated $91.0 million of cash from operations, which represents an increase of $122.0 million from the $31.0 million of cash used in operations in 2011. The cash generated from operations was attributable to net income, increased accounts payable and income taxes payable, partially offset by increased accounts receivable and cash used for the purchase of inventories, both primarily due to the SDS Direct activities. Inventories increased by $13.9 million in 2012 driven mostly by SDS finished goods inventories as we assumed the distribution responsibilities around the globe. The increase in accounts payable of $17.8 million was mainly tied to an increase in SDS Direct related activities. Accounts receivable increased by $9.2 million primarily as a result of increased SDS revenues and longer payment terms associated with agreements assumed from the former SDS distributor. Income tax was a source of $19 million in cash due to the SDS Direct transaction. Cash used in operations in 2011 included an $84.6 million cash charge related to the SDS Direct contract termination, partially offset by $31.0 million in deferred taxes associated with the charge.



	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		4-5 Years		Thereafter
Contractual Obligations:
Capital leases	$	149	$	52	$	85	$	12	$	—
Operating leases ⁽¹⁾	$	11,048	3,139		4,121		934		2,854
Purchase obligations:
Inventory ⁽²⁾⁽³⁾	$	74,206	22,833		10,173		11,500		29,700
Capital ⁽⁴⁾	$	1,713	1,713		—		—		—
Other ⁽⁵⁾	$	7,389	6,111		1,278		—		—
Total	$	83,308	30,657		11,451		11,500		29,700
Other L/T liabilities ⁽⁶⁾	$	9,014	185		8,467		316		46
Total lease, purchase, and other long-term liability obligations	$	103,519	$	34,033	$	24,124	$	12,762	$	32,600

~~Investing~~(1) ~~Activities~~Includes $3.7 million operating lease commitments from discontinued operations.

~~Net~~(2) ~~cash~~Includes ~~used for investing activities was~~ $4165.0 million incommitment ~~2012, an increase of $38.5 million compared~~ to ~~2011.~~purchase ~~Our~~raw ~~investing~~material ~~activities primarily relate to purchases of property, plant and equipment, and purchases, sales and maturities of marketable securities, including $4.2 million in cash received~~ from ~~the~~strategic ~~sale~~gas ~~of an auction rate security~~suppliers. ~~The~~Purchase ~~increase~~commitments inbeginning ~~cash used for investing activities was due to the decline~~ in ~~net~~2019 ~~proceeds~~are ~~from~~variable ~~the sale~~ and ~~maturities~~dependent of marketable securities. The primary reason for the increase from 2011 was that in 2011 we did not reinvest funds in marketable securities as existing marketable securities matured through the second half of the year in order to ensure liquid funds were on ~~hand~~annual ~~for~~sales ~~the anticipated $95~~volumes.~~0 million contract termination payment related to the SDS Direct transaction.~~

~~Financing~~(3) ~~Activities~~Includes $1.2 million inventory commitments from discontinued operations.

~~Financing~~(4) ~~activities~~Includes ~~resulted in a use of cash of~~ $0.83 million incapital ~~2012~~commitments ~~compared to cash generated of $0.4 million in 2011. The increase was primarily related to $6.0 million of purchases of treasury stock partially offset by proceeds~~ from ~~the~~discontinued ~~exercise of stock options~~operations.

32(5) Includes $3.9 million commitment to purchase R&D license, maintenance, and royalty fees from Intermolecular, Inc.

~~Table~~(6) Includes $3.6 million of ~~Contents~~asset retirement obligations.

Summary of Contractual Obligations



	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		4-5 Years		Thereafter
Contractual Obligations:
Total discontinued operations obligations	$	5,155	$	1,885	$	428	$	256	$	2,586

~~The~~For ~~following~~additional isinformation arefer ~~summary~~to ofNote ~~consolidated~~8 ~~debt, lease, purchase and other obligations at December 31, 2012 (see Notes 3, 6, 7, 9 and 14~~ of the consolidated financial statements in Item 8 of this Form 10-K~~), in thousands:~~ .

	Payments Due by Period
			Less Than
	Total		1 Year		1-3 Years		4-5 Years		Thereafter
Contractual Obligations:
Capital leases	$	157	$	48	$	85	$	24	$	—
Operating leases	$	13,342		3,611		4,413		2,261		3,057
Purchase obligations:
Inventory (1)	$	81,466		13,835		12,725		11,773		43,133
Capital	$	3,672		3,672		—		—		—
Other (2)	$	13,652		11,097		2,555		—		—
Total	$	98,790		28,604		15,280		11,773		43,133
Other L/T liabilities (3)	$	8,530		375		—		7,375		780
Total debt, lease, purchase, and other long-term liability obligations	$	120,819	$	32,638	$	19,778	$	21,433	$	46,970

Off-Balance Sheet Arrangements

~~(1)~~In ~~Includes~~the fourth quarter of 2013, we amended our existing contracts with Intermolecular, Inc. to significantly reduce our license of HPD technology and R&D support services for 2014. Under the amendment, ATMI will pay a fixed fee for a reduced number of HPD tool site licenses and maintenance support. Volume-based royalties to Intermolecular will resume in 2014. Additionally, we are committed to paying $672.6 million ~~commitment~~and to$1.3 ~~purchase~~million ~~raw~~for ~~material~~R&D licenses in 2014 and 2015, respectively, which is down from a$6.9 ~~strategic~~million ~~gas~~in ~~supplier~~2013.

~~(2) Includes $9.5 million commitment to purchase R&D license and support fees from Intermolecular, Inc.~~27

~~(3)~~Table ~~Includes $3.6 million~~ of ~~asset retirement obligations.~~Contents

~~See~~In ~~Note~~the 9fourth quarter of 2012, we executed a ten year arrangement to ~~the~~purchase ~~consolidated~~raw ~~financial~~material ~~statements~~from ina ~~Item 8~~global industrial gas supplier. We are committed to making certain upfront payments and to purchasing minimum volumes of ~~this~~gas ~~Form~~thereafter. ~~10-K~~Purchase ~~for~~commitments ~~further~~beginning ~~discussion~~in year six are dependent on annual sales volumes. We estimate the total value of ~~leases~~the contract to be $60.0 million. Under the contract, we have made payments totaling $3.0 million through December 31, 2013, and estimate the remaining contractual obligations under this agreement to approximate $57.0 million.

~~Off-Balance~~Operations ~~Sheet~~Outside ~~Arrangements~~the United States

InFor the ~~fourth~~years ~~quarter~~ended ofDecember 31, 2013, 2012 and 2011, wesales ~~amended~~outside ~~our~~the ~~existing contracts~~United ~~with~~States, ~~Intermolecular~~including Asia and Europe, ~~Inc~~accounted for 83.4 topercent, ~~extend~~82.7 ~~our~~percent ~~license~~and of81.2 ~~HPD~~percent, ~~technology~~respectively, ~~and~~of ~~obtain~~our ~~R&D~~revenues. ~~support~~Sales ~~services~~to Taiwan for the years ended December 31, 2013, 2012 and 2011 were 27.5 ~~Under~~percent, ~~the~~27.0 ~~amendment~~percent and 27.7 percent, ~~ATMI~~respectively, ~~reduced~~of ~~its~~our ~~commitment~~revenues. ~~versus~~Sales to Japan for the ~~prior~~years ~~year~~ended December 31, 2013, 2012 and ~~will~~2011 ~~pay~~were a11.4 ~~fixed~~percent, ~~fee~~13.2 percent and 12.3 percent, respectively, of our revenues. Sales to South Korea for ~~ATMI’s~~the ~~HPD~~years ~~tool~~ended ~~site licenses~~December 31, 2013, 2012 and ~~for~~2011 ~~selling~~were ~~products~~20.6 ~~developed~~percent, on23.3 ~~ATMI’s~~percent ~~HPD~~and ~~platform~~22.4 ~~Volume-based~~percent, ~~royalties~~respectively, of our revenues. Sales to ~~Intermolecular~~China ~~would~~for ~~resume~~the ~~after~~years ended December 31, 2013, 2012 and 2011 were 10.8 ~~Additionally~~percent, we6.7 ~~are~~percent ~~committed~~and to6.7 ~~paying~~percent, $6respectively, of our revenues.9 ~~million~~Management anticipates that sales outside the United States will continue to account for ~~R&D~~a ~~support~~significant ~~services~~percentage of our total revenues. ATMI has wholly-owned subsidiaries in ~~2013~~Taiwan, ~~which~~Singapore, isChina, ~~down~~Japan, ~~from $11~~Malaysia and Germany where the Company sells and services its products.5M ATMI also has a wholly-owned subsidiary in ~~2012~~South Korea that manufactures, sells, and distributes materials packaging, materials delivery equipment, and thin-film materials to the semiconductor and flat-panel display markets in South Korea, and NOWPak® to the Taiwan and Japanese markets.

~~Operations~~Item ~~Outside~~7A. ~~the~~Quantitative ~~United~~and ~~States~~Qualitative Disclosures About Market Risk

~~For~~Interest ~~the~~Rate years ended December 31, 2012, 2011 and 2010, sales outside the United States, including Asia and Europe, accounted for 81.0 percent, 79.4 percent and 82.3 percent, respectively, of our revenues. Sales to Taiwan for the years ended December 31, 2012, 2011 and 2010 were 24.2 percent, 25.0 percent and 24.3 percent, respectively, of our revenues. Sales to Japan for the years ended December 31, 2012, 2011 and 2010 were 11.9 percent, 11.1 percent and 13.5 percent, respectively, of our revenues. Sales to South Korea for the years ended December 31, 2012, 2011 and 2010 were 21.1 percent, 20.3 percent and 18.4 percent, respectively, of our revenues. Management anticipates that sales outside the United States will continue to account for a significant percentage of our total revenues. ATMI has wholly-owned subsidiaries in Taiwan, Singapore, China, Japan, Malaysia and Germany where the Company sells and services its products. ATMI also has a wholly-owned subsidiary in South Korea that manufactures, sells, and distributes materials packaging, materials delivery equipment, and thin-film materials to the semiconductor and flat-panel display markets in South Korea, and NOWPak® to the Taiwan and Japanese markets. In addition, ATMI has two wholly-owned subsidiaries in Belgium that manufacture and sell high-purity materials packaging products primarily to the life sciences industry. Risk

33As of December 31, 2013, the Company’s cash and cash equivalents and marketable securities included bank deposits, time deposits, money market securities, corporate debt obligations, and government and government-sponsored bond obligations. As of December 31, 2013, an increase or decrease of 100 basis points in interest rates on securities with maturities greater than one year would not have a material impact on the fair value of the Company’s marketable securities.

~~Table~~Foreign ofCurrency ~~Contents~~Exchange Risk

~~Item~~Most 7Aof the Company’s sales are denominated in U.S. ~~Quantitative~~dollars and ~~Qualitative~~as ~~Disclosures~~a ~~about~~result, ~~Market~~the ~~Risk~~Company has exposure to foreign currency exchange risk with respect to sales made. Approximately 46 percent of the Company’s revenues for the year ended December 31, 2013 were denominated in Japanese Yen (“JPY”), Korean Won (“KRW”), and Euros (“EUR”), but a majority of the product is sourced in U.S. dollars. Management periodically reviews the Company’s exposure to currency fluctuations. In South Korea our price lists are pegged to the U.S. dollar. This exposure may change over time as business practices evolve and could have a material effect on the Company’s financial results in the future. We use forward foreign exchange contracts to hedge specific exposures relating to intercompany payments and anticipated, but not yet committed, sales from our U.S. entity to a Japanese customer denominated in JPY. The terms of the forward foreign exchange contracts are matched to the underlying transaction being hedged, and are typically two years or less.

~~Interest~~Because ~~Rate~~such ~~Risk~~contracts are directly associated with identified transactions, they are an effective hedge against fluctuations in the value of the foreign currency underlying the transaction. We recognize in earnings (other income (expense), net) changes in the fair value of all derivatives that are designated as economic hedges and recognize in accumulated other comprehensive income any changes in fair value of all derivatives designated as cash flow hedges that are highly effective and meet the other related accounting requirements. Gains and losses associated with contracts designated as cash flow hedges are recognized in earnings when the underlying hedged transaction occurs. Further, we do not enter into derivative instruments for trading or speculative purposes and all of our derivatives were highly effective throughout the periods reported.

AsAt of December 31, ~~2012~~2013, ~~the~~we ~~Company’s~~held forward foreign currency exchange contracts, not designated as cash flow hedges, with notional amounts totaling $46.0 million and forward foreign currency exchange contracts designated as cash ~~equivalents~~ ~~and~~flow ~~marketable~~hedges ~~securities~~with ~~included~~notional ~~bank~~amounts ~~deposits,~~totaling ~~time~~$11.9 ~~deposits~~million, ~~money~~which ~~market~~are ~~securities~~being used to hedge recorded foreign denominated assets, ~~corporate~~liabilities, ~~debt~~and ~~obligations~~future cash flows which will be settled in either JPY, ~~U.S.~~KRW, ~~Treasuries~~EUR, ~~and~~Chinese ~~government~~Yuan ~~and~~Renminbi ~~government-sponsored~~("CNY"), ~~bond~~or ~~obligations~~New Taiwan Dollars (“NTD”). AsHolding ofother ~~December 31,~~variables ~~2012~~constant, anif ~~increase~~there ~~of 100~~were ~~basis~~a ~~points~~10 percent decline in ~~interest~~foreign exchange rates onagainst ~~securities~~the ~~with~~US ~~maturities~~dollar ~~greater~~for ~~than~~the ~~one~~JPY, ~~year~~KRW, ~~would~~EUR, ~~reduce~~CNY and NTD, the fair market value of the ~~Company’s~~foreign ~~marketable~~exchange ~~securities~~contracts ~~portfolio~~outstanding at December 31, 2013 would decrease by approximately $03.13 million ($1.8 ~~Conversely~~million would be expected to be fully offset by foreign exchange losses on the amount being hedged, and a ~~reduction~~loss of ~~100~~$1.5 ~~basis~~million ~~points~~would be reported in ~~interest~~ ~~rates~~accumulated onother ~~securities~~comprehensive ~~with~~income, ~~maturities~~until ~~greater~~the ~~than~~forecasted ~~one~~hedged ~~year~~transactions occurred). The effect of an immediate 10 percent change in other foreign exchange rates would not be expected to have a material ~~impact~~effect on the ~~fair~~Company’s ~~value~~future ofoperating ~~the~~results ~~Company’s~~or ~~marketable~~cash ~~securities~~flows.

~~Foreign~~In ~~Currency~~those ~~Exchange~~jurisdictions ~~Risk~~where we earn revenue and incur expenses in currencies other than the U.S. dollar, the net effect from these currency fluctuations on the Consolidated Statements of Comprehensive Income would not be expected to be material.

Most of the Company’s sales are denominated in U.S. dollars and as a result, the Company has exposure to foreign currency exchange risk with respect to sales made. Approximately 48 percent of the Company’s revenues for the year ended December 31, 2012 were denominated in Japanese Yen (“JPY”), Korean Won (“KRW”), and Euros (“EUR”), but a majority of the product is sourced in U.S. dollars. Management periodically reviews the Company’s exposure to currency fluctuations. This exposure may change over time as business practices evolve and could have a material effect on the Company’s financial results in the future. We use forward foreign exchange contracts to hedge specific exposures relating to intercompany payments and anticipated, but not yet committed, sales from our U.S. entity to a Japanese customer denominated in JPY. The terms of the forward foreign exchange contracts are matched to the underlying transaction being hedged, and are typically two years or less. 28

~~Because~~Table ~~such contracts are directly associated with identified transactions, they are an effective hedge against fluctuations in the value~~ of the foreign currency underlying the transaction. We recognize in earnings (other income (expense), net) changes in the fair value of all derivatives that are designated as economic hedges and recognize in accumulated other comprehensive income any changes in fair value of all derivatives designated as cash flow hedges that are highly effective and meet the other related accounting requirements. Gains and losses associated with contracts designated as cash flow hedges are recognized in earnings when the underlying hedged transaction occurs. Further, we do not enter into derivative instruments for trading or speculative purposes and all of our derivatives were highly effective throughout the periods reported. Contents

AtChanges December 31, 2012, we held forward foreign currency exchange contracts, not designated as cash flow hedges, with notional amounts totaling $22.6 million and forward foreign currency exchange contracts designated as cash flow hedges with notional amounts totaling $19.1 million, which are being used to hedge recorded foreign denominated assets, liabilities, and future cash flows which will be settled in ~~either~~Market JPY, KRW, EUR, or New Taiwan Dollars (“NTD”). Holding other variables constant, if there were a 10 percent decline in foreign exchange rates against the US dollar for the JPY, KRW, EUR and NTD, the fair market value of the foreign exchange contracts outstanding at December 31, 2012 would decrease by approximately $2.7 million ($0.4 million would be expected to be fully offset by foreign exchange losses on the amount being hedged, and a loss of $2.3 million would be reported in accumulated other comprehensive income, until the forecasted hedged transactions occurred). The effect of an immediate 10 percent change in other foreign exchange rates would not be expected to have a material effect on the Company’s future operating results or cash flows. Risk

~~Changes~~Although we have seen mixed signs of stability, the global economy continues to deal with the repercussions of the global recession. There can be no assurance that there will not be further deterioration in ~~Market~~credit ~~Risk~~and financial markets and deterioration of confidence in economic conditions. These economic uncertainties affect businesses such as ours in a number of ways, making it more difficult to accurately forecast and plan our future business activities.

~~Although~~Item we have seen mixed signs of stability, the global economy continues to deal with the repercussions of the global recession, as manifest in the recent European economic crisis that caused significant credit and financial market swings8. ~~There~~Financial ~~can~~Statements ~~be no assurance that there will not be further deterioration in credit~~ and ~~financial~~Supplementary markets and deterioration of confidence in economic conditions. These economic uncertainties affect businesses such as ours in a number of ways, making it more difficult to accurately forecast and plan our future business activities. Data

34The Reports of Independent Registered Public Accounting Firm, the consolidated financial statements and the financial statement schedule that are listed in the Index to Consolidated Financial Statements and Financial Statement Schedule are included herein on pages F-1 through F-33.

~~Table~~Item of9. ~~Contents~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

~~Item 8~~None. ~~Financial Statements and Supplementary Data~~

~~The~~Item ~~Reports~~9A. ofControls ~~Independent Registered Public Accounting Firm, the consolidated financial statements~~ and ~~the financial statement schedule that are listed in the Index to Consolidated Financial Statements and Financial Statement Schedule are included herein on pages F-1 through F-35.~~ Procedures

~~Item~~Conclusion 9.Regarding ~~Changes~~the inEffectiveness ~~and~~of ~~Disagreements~~Disclosure ~~With~~Controls ~~Accountants on Accounting~~ and ~~Financial Disclosure~~Procedures

~~None~~Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Form 10-K, our disclosure controls and procedures were effective in that they provided reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~Item~~Management’s ~~9A.~~Report ~~Controls~~on ~~and~~Internal ~~Procedures~~Control over Financial Reporting

~~Conclusion Regarding~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the ~~Effectiveness~~reliability of ~~Disclosure~~financial ~~Controls~~reporting and ~~Procedures~~the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making its assessment, management has used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control—Integrated Framework (1992 framework). Our management concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, 2013. The Company’s internal control over financial reporting as of December 31, 2013 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report on the Company’s internal control over financial reporting, which is included in this annual report.

~~Our~~There ~~management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),~~ has ~~evaluated~~been ~~the~~no ~~effectiveness~~change ofin our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~(as~~reporting ~~such~~during ~~term is defined in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~quarter ~~Act)~~ended ~~as of the end of the period covered by this Form 10-K. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures~~December 31, ~~including~~2013 the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our CEO and CFO concluded that, ashas ofmaterially ~~the end of the period covered by this Form 10-K~~affected, ~~our disclosure controls and procedures were effective in that they provided reasonable assurance that the information we are required to disclose in the reports we file~~ or ~~submit under the Exchange Act~~ is ~~recorded,~~reasonably ~~processed,~~likely ~~summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated~~ to ~~our~~materially ~~management~~affect, ~~including~~ our ~~CEO~~internal ~~and~~control ~~CFO,~~over asfinancial ~~appropriate, to allow timely decisions regarding required disclosure~~reporting.

~~Management’s~~Item ~~Report~~9B. onOther ~~Internal Control over Financial Reporting~~ Information

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting~~None. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making its assessment, management has used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control—Integrated Framework. Our management concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, 2012. The Company’s internal control over financial reporting as of December 31, 2012 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report on the Company’s internal control over financial reporting, which is included in this annual report.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 29

~~Item~~Table ~~9B.~~of ~~Other Information~~Contents

~~None.~~PART III

35Item 10. Directors, Executive Officers and Corporate Governance

~~Table~~The ofinformation ~~Contents~~required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than April 30, 2014.

~~PART~~Item 11. ~~III~~Executive Compensation

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10.-K ~~Directors,~~no ~~Executive~~later ~~Officers~~than ~~and~~April ~~Corporate~~30, ~~Governance~~2014.

~~Information required by~~ Item 1012. ~~has~~Security ~~been omitted from this report, and is incorporated by reference to the sections “Section 16(a) Beneficial~~ Ownership ~~Reporting Compliance,” “Election~~ of ~~Directors,”~~Certain ~~“Board~~Beneficial ~~Operations”~~Owners and ~~“Executive~~Management ~~Officers”~~and inRelated ~~our~~Stockholder ~~definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2012 fiscal year.~~ Matters

The information required by this Item ~~11.~~will ~~Executive~~be ~~Compensation~~provided in accordance with Instruction G(3) to Form 10-K no later than April 30, 2014.

~~Information required by~~ Item 1113. ~~has~~Certain ~~been~~Relationships ~~omitted from this report~~ and isRelated ~~incorporated~~Transactions, ~~by reference to the sections “Board Operations”~~ and ~~“Compensation~~Director and Other Information Concerning Executive Officers and Directors” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2012 fiscal year. Independence

The information required by this Item ~~12.~~will ~~Security~~be ~~Ownership~~provided ofin ~~Certain~~accordance ~~Beneficial~~with ~~Owners~~Instruction ~~and~~G(3) ~~Management~~to ~~and~~Form ~~Related~~10-K ~~Stockholder~~no ~~Matters~~later than April 30, 2014.

~~Information required by~~ Item 1214. ~~has~~Principal ~~been~~Accountant ~~omitted~~Fees ~~from this report~~ and is incorporated by reference to the sections “Stock Ownership” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2012 fiscal year. Services

The information required by this Item ~~13.~~will ~~Certain~~be ~~Relationships~~provided ~~and~~in ~~Related~~accordance ~~Transactions,~~with ~~and~~Instruction ~~Director~~G(3) ~~Independence~~to Form 10-K no later than April 30, 2014.

Information required by Item 13 has been omitted from this report and is incorporated by reference to the sections “Certain Relationships and Related Transactions” and “Board Operations” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2012 fiscal year. 30

~~Item~~Table ~~14.~~of ~~Principal Accountant Fees and Services~~Contents

~~Information~~PART required by Item 14 has been omitted from this report and is incorporated by reference to the section “Fees of Independent Registered Public Accounting Firm and Report of the Audit Committee” in our definitive Proxy Statement for the 2013 Annual Meeting of Stockholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2012 fiscal year. IV

36Item 15. Exhibits and Financial Statement Schedules

~~Table~~The following documents are filed as part of ~~Contents~~this annual report on Form 10-K:

~~PART~~(1) IVFinancial Statements:

~~Item 15.~~Reports ~~Exhibits~~of ~~and~~Independent ~~Financial~~Registered ~~Statement~~Public ~~Schedules~~Accounting Firm

~~The~~Consolidated ~~following~~Balance ~~documents~~Sheets—December 31, ~~are~~2013 ~~filed~~and ~~as part of this annual report on Form 10-K:~~ 2012

~~(1)~~Consolidated ~~Financial~~ Statements: of Operations for the years ended December 31, 2013, 2012 and 2011

~~Reports~~Consolidated Statements of ~~Independent Registered~~Comprehensive ~~Public~~Income ~~Accounting~~(Loss) ~~Firm~~for the years ended December 31, 2013, 2012 and 2011

Consolidated ~~Balance~~Statements ~~Sheets—~~of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011

Consolidated Statements of ~~Operations~~Cash Flows for the years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~ 2011

~~Consolidated~~Notes ~~Statements~~to ofConsolidated ~~Comprehensive~~Financial ~~Income (Loss) for the years ended December 31, 2012, 2011 and 2010~~ Statements

~~Consolidated~~(2) ~~Statements~~Financial ofStatement ~~Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010~~ Schedule:

~~Consolidated~~Schedule ~~Statements~~II—Valuation ~~of Cash Flows for the years ended December 31, 2012, 2011~~ and ~~2010~~Qualifying Accounts

~~Notes~~The Reports of Independent Registered Public Accounting Firm, consolidated financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedule on page F-1 hereof are filed as part of this report, commencing on page F-2 hereof.

~~(2)~~All ~~Financial~~other ~~Statement~~financial ~~Schedule:~~statement schedules are omitted as the required information is not applicable or the information is shown in the consolidated financial statements or related notes.

~~Schedule II—Valuation~~(3) ~~and Qualifying Accounts~~ Exhibits

The ~~Reports~~documents ofset ~~Independent~~forth ~~Registered~~below ~~Public Accounting Firm, consolidated financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedule on page F-1 hereof~~ are filed asherewith ~~part~~or ofincorporated ~~this~~herein ~~report,~~by ~~commencing~~reference onto ~~page~~the ~~F-2~~location ~~hereof~~indicated.

All other financial statement schedules are omitted as the required information is not applicable or the information is shown in the consolidated financial statements or related notes.



Exhibit No.		Description
2.01		Agreement and Plan of Merger, dated as of February 4, 2014, by and among ATMI, Inc., Entegris, Inc. and Atomic Merger Corporation (Filed as Exhibit 2.1 to ATMI’s Current Report on Form 8-K on February 4, 2014, File No. 1-16239, and incorporated herein by reference).
2.02		Share and Asset Purchase Agreement, dated as of December 22, 2013, by and among ATMI, Inc., ATMI Packaging, Inc., Advanced Technology Materials, Inc., ATMI SARL, ATMI Belgium LLC, and Pall Corporation (Filed as Exhibit 2.1 to ATMI’s Current Report on Form 8-K on December 23, 2013, File No. 1-16239, and incorporated herein by reference).
3.01		Restated Certificate of Incorporation dated as of July 30, 2005 (Filed as Exhibit 3 (i) to ATMI’s Current Report on Form 8-K on August 3, 2005, File No. 1-16239, and incorporated herein by reference).
3.02		Amended and Restated Bylaws of ATMI, Inc., effective April 1, 2013 (Filed as Exhibit 3.1 to ATMI’s Current Report on Form 8-K on April 3, 2013, File No. 1-16239, and incorporated herein by reference).
4.01		Specimen of ATMI’s Common Stock Certificate (Filed on September 10, 1997 as Exhibit 4.01 to the Company’s Registration Statement on Form S-4, Registration No. 333-35323).
10.01*		Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated December 31, 2004 (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K on January 5, 2005, File No. 1-16239, and incorporated herein by reference).
10.02*		Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated December 31, 2004 (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K/A on January 5, 2005, File No. 1-16239, and incorporated herein by reference).
10.03*		Agreement of Lease between Melvyn J. Powers and Mary P. Powers d/b/a/ M&M Realty and Advanced Technology Materials, Inc., dated December 23, 1994 (Filed as Exhibit 10.04 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.04		First Amendment to Agreement of Lease dated as of November 22, 2000 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.05 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.05		Second Amendment to Agreement of Lease dated as of March 24, 2003 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.05 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.06*		ATMI, Inc. 1995 Stock Plan (Filed as Exhibit 10.07 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).

~~(3) Exhibits~~31

~~The~~Table ~~documents~~of ~~set forth below are filed herewith or incorporated herein by reference to the location indicated.~~ Contents

Exhibit No.		Description
10.07*		ATMI, Inc. 1997 Stock Plan, dated October 10, 1997 (Filed on April 6, 1998 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-49561).
3.01		Restated Certificate of Incorporation dated as of July 30, 2005 (Filed as Exhibit 3 (i) to ATMI’s Current Report on Form 8-K on August 3, 2005, File No. 1-16239, and incorporated herein by reference).
10.08*		ATMI, Inc. 1998 Stock Plan, dated May 20, 1998 (Filed on June 9, 1998 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-56349).
3.02		Amended and Restated Bylaws of ATMI dated December 17, 2008 (Filed as Exhibit 3.1 to ATMI’s Current Report on Form 8-K on December 18, 2008, File No. 1-16239, and incorporated herein by reference).
10.09		Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss and Advanced Technology Materials, Inc., dated November 24, 2000 (Filed as Exhibit 10.10 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
4.01		Specimen of ATMI’s Common Stock Certificate (Filed on September 10, 1997 as Exhibit 4.01 to the Company’s Registration Statement on Form S-4, Registration No. 333-35323).
10.10*		ATMI, Inc. 2000 Stock Plan, dated May 24, 2000 (Filed on September 20, 2000 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-46222).
10.01*		Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated December 31, 2004 (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K on January 5, 2005, File No. 1-16239, and incorporated herein by reference).
10.11*		ATMI, Inc. 2003 Stock Plan (as amended May 21, 2003), (Filed on August 1, 2003 as Exhibit 4.6 to the Company’s Registration Statement on Form S-8, Registration No. 333-107591).
10.12*		ATMI, Inc. 1998 Employee Stock Purchase Plan, (as amended February 28, 2003), (Filed on August 1, 2003 as Exhibit 4.7 to the Company’s Registration Statement on Form S-8, Registration No. 333-107591).
10.13		Alliance Agreement dated as of May 16, 2003 by and between Advanced Technology Materials, Inc. on its own behalf and on behalf of its Affiliates and Enthone, Inc. (Filed as Exhibit 10.15 to ATMI’s 2003 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference). (1)
10.14*		Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.19 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.15*		Form of ATMI, Inc. Executive Management Restricted Stock Grant Agreement (Filed as Exhibit 10.20 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.16*		Form of ATMI, Inc. Employee Non-Qualified Stock Option Agreement (Filed as Exhibit 10.21 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.17		Agreement of Lease between West Real Estate and Management, Inc. and ATMI Packaging, Inc., and ATMI, Inc., dated October 21, 2004 (Filed as Exhibit 10.23 to ATMI’s 2004 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.18*		Form of ATMI, Inc. Employee Restricted Stock Grant Agreement – Non-Executive Management (Filed as Exhibit 10.23 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.19*		Form of ATMI, Inc. Non-Employee Director Restricted Stock Grant (Filed as Exhibit 10.24 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.20		First Amendment to Agreement of Lease dated as of March 24, 2003 by and between Seymour R. Powers, Trustee, and Leon Griss and Advanced Technology Materials, Inc. (Filed as Exhibit 10.25 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.21*		Amendment to ATMI’s 1998 Employee Stock Purchase Plan (amended effective February 28, 2003 and January 1, 2007), (Filed as Exhibit 99 to ATMI’s Form 10-Q for the quarter ended September 30, 2006, File No. 1-16239, and incorporated herein by reference).
10.22		Second Amendment to Agreement of Lease dated as of January 18, 2007 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.27 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.23		Third Amendment to Agreement of Lease dated as of January 18, 2007 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.28 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.24*		Form of ATMI, Inc. Non-Employee Directors Non-Qualified Stock Option Agreement (Filed as Exhibit 10.29 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.25*		Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated December 31, 2004 (Filed as Exhibit 10.31 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.26*		Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated August 1, 2005 (Filed as Exhibit 10.32 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.27*		Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated January 31, 2008, effective as of September 7, 2007 (Filed as Exhibit 10.34 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.28*		Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated January 31, 2008, effective as of September 7, 2007 (Filed as Exhibit 10.35 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.29		First Amendment to Agreement of Lease between West Real Estate and Management, Inc. and ATMI Packaging, Inc., and ATMI, Inc., dated September 23, 2008 (Filed as Exhibit 10.32 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).

37 32

Table of Contents

10.02*		Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated December 31, 2004 (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K/A on January 5, 2005, File No. 1-16239, and incorporated herein by reference).
10.30*		Amendment to Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated herein by reference).
10.03*		Agreement of Lease between Melvyn J. Powers and Mary P. Powers d/b/a/ M&M Realty and Advanced Technology Materials, Inc., dated December 23, 1994 (Filed as Exhibit 10.04 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.31*		Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit 10.3 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated herein by reference).
10.04		First Amendment to Agreement of Lease dated as of November 22, 2000 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.05 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.32*		Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit 10.4 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated herein by reference).
10.05		Second Amendment to Agreement of Lease dated as of March 24, 2003 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.05 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.33*		First Amendment to Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.06*		ATMI, Inc. 1995 Stock Plan (Filed as Exhibit 10.07 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.34*		Amendment to the ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.07*		ATMI, Inc. 1997 Stock Plan, dated October 10, 1997 (Filed on April 6, 1998 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-49561).
10.35*		Amendment to the ATMI, Inc. 2000 Stock Plan (Filed as Exhibit 10.3 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.08*		ATMI, Inc. 1998 Stock Plan, dated May 20, 1998 (Filed on June 9, 1998 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-56349).
10.36*		ATMI, Inc. 2003 Stock Plan (as Amended May 21, 2003 and March 2, 2008) (Filed as Exhibit 10.4 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.09		Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss and Advanced Technology Materials, Inc., dated November 24, 2000 (Filed as Exhibit 10.10 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.37*		ATMI, Inc. Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 2003 Stock Plan (Filed as Exhibit 10.5 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.10*		ATMI, Inc. 2000 Stock Plan, dated May 24, 2000 (Filed on September 20, 2000 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-46222).
10.38		Third Amendment to Lease dated as of October 30, 2008 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.41 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.11*		ATMI, Inc. 2003 Stock Plan (as amended May 21, 2003), (Filed on August 1, 2003 as Exhibit 4.6 to the Company’s Registration Statement on Form S-8, Registration No. 333-107591).
10.39		Fourth Amendment to Agreement of Lease dated as of October 30, 2008 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.42 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.12*		ATMI, Inc. 1998 Employee Stock Purchase Plan, (as amended February 28, 2003), (Filed on August 1, 2003 as Exhibit 4.7 to the Company’s Registration Statement on Form S-8, Registration No. 333-107591).
10.40*		ATMI, Inc. 2010 Stock Plan, dated May 26, 2010 (Filed on June 4, 2010 as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, Registration No. 333-167318).
10.13		Alliance Agreement dated as of May 16, 2003 by and between Advanced Technology Materials, Inc. on its own behalf and on behalf of its Affiliates and Enthone, Inc. (Filed as Exhibit 10.15 to ATMI’s 2003 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference). (1)
10.41*		ATMI, Inc. Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 2010 Stock Plan. (Filed as Exhibit 10.44 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.42		Notice of First Renewal Option of Agreement of Lease dated as of October 27, 2010 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.45 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.43		Notice of First Renewal Option of Agreement of Lease dated as of December 13, 2010 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.46 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.44*		Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Douglas A. Neugold (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
10.45*		Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Timothy C. Carlson (Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
10.46*		Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Daniel P. Sharkey (Filed as Exhibit 10.3 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
10.47*		Form of Total Shareholder Return Performance Restricted Stock Unit Agreement (2012 and 2013 Grants) (Filed as Exhibit 10.5 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).

38 33

Table of Contents

10.14*		Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.19 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.48*		Form of Total Shareholder Return Performance Restricted Stock Unit Agreement (2014 and later Grants) (Filed as Exhibit 10.6 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
10.15*		Form of ATMI, Inc. Executive Management Restricted Stock Grant Agreement (Filed as Exhibit 10.20 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.49*		Termination Agreement dated October 31, 2011 between Advanced Technology Materials, Inc. and Matheson Tri-Gas, Inc. (Filed as Exhibit 10.52 to ATMI’s Annual Report on Form 10-K, filed on February 17, 2012, File No. 1-16239, and incorporated herein by reference).
10.16*		Form of ATMI, Inc. Employee Non-Qualified Stock Option Agreement (Filed as Exhibit 10.21 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.50 *		Amendment to ATMI’s 1998 Employee Stock Purchase Plan (amended effective February 28, 2003, January 1, 2007 and September 14, 2012), (Filed as Exhibit 10.1 to ATMI’s Form 10-Q for the quarter ended September 30, 2012, File No. 1-16239, and incorporated herein by reference).
10.17		Agreement of Lease between West Real Estate and Management, Inc. and ATMI Packaging, Inc., and ATMI, Inc., dated October 21, 2004 (Filed as Exhibit 10.23 to ATMI’s 2004 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.51*		ATMI, Inc. 2003 Stock Plan (as amended May 21, 2003, March 2, 2008 and December 12, 2012) (Filed as Exhibit 10.52 to ATMI's Annual Report on Form 10-K for the year ended December 31,2012, File No. 1-6239).
10.18*		Form of ATMI, Inc. Employee Restricted Stock Grant Agreement – Non-Executive Management (Filed as Exhibit 10.23 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.52*		ATMI, Inc. 2010 Stock Plan, dated May 26, 2010 (as amended December 12, 2012) (Filed as Exhibit 10.53 to ATMI's Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-6239).
10.19*		Form of ATMI, Inc. Non-Employee Director Restricted Stock Grant (Filed as Exhibit 10.24 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.53*		Severance and Release Agreement dated February 12, 2013 between ATMI, Inc. and Tod A. Higinbotham (Filed as Exhibit 99.2 to ATMI’s Current Report on Form 8-K on February 12, 2013, File No. 1-16239, and incorporated herein by reference).
10.20		First Amendment to Agreement of Lease dated as of March 24, 2003 by and between Seymour R. Powers, Trustee, and Leon Griss and Advanced Technology Materials, Inc. (Filed as Exhibit 10.25 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.54*		Amendment to Amended and Restated Employment Agreement between ATMI, Inc. and Douglas A. Neugold, dated February 3, 2014.
10.21*		Amendment to ATMI’s 1998 Employee Stock Purchase Plan (amended effective February 28, 2003 and January 1, 2007), (Filed as Exhibit 99 to ATMI’s Form 10-Q for the quarter ended September 30, 2006, File No. 1-16239, and incorporated herein by reference).
10.55*		Amendment to Amended and Restated Employment Agreement between ATMI, Inc. and Timothy C. Carlson, dated February 3, 2014.
10.22		Second Amendment to Agreement of Lease dated as of January 18, 2007 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.27 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.56*		Amendment to Amended and Restated Employment Agreement between ATMI, Inc. and Daniel P. Sharkey, dated February 3, 2014.
10.23		Third Amendment to Agreement of Lease dated as of January 18, 2007 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.28 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.57		Fifth Amendment to Agreement of Lease between West-Bloom Industrial, LLC and ATMI Packaging, Inc., and ATMI, Inc., dated November 19, 2012.
10.24*		Form of ATMI, Inc. Non-Employee Directors Non-Qualified Stock Option Agreement (Filed as Exhibit 10.29 to ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.58		Sixth Amendment to Agreement of Lease between West-Bloom Industrial, LLC and ATMI Packaging, Inc., and ATMI, Inc., dated July 17, 2013.
10.59*		Amendment to Award Agreements relating to a Change in Control for Executive Team Non-Life Sciences Employee, dated December 4, 2013.
10.60*		ATMI, Inc. Executive Severance Pay Plan.
10.61*		Transaction Bonus Agreement, between ATMI, Inc. and Christian F. Kramer, dated January 13, 2014.
21		Subsidiaries of ATMI, Inc.
23		Consent of Independent Registered Public Accounting Firm.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is furnished herewith.
101		Interactive data files pursuant to Rule 405 of Regulation S-T.

39* Indicates a management contract or compensatory plan or arrangement.

~~Table~~(1) ofPortions ~~Contents~~omitted pursuant to a request for confidential treatment.

10.25*		Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated December 31, 2004 (Filed as Exhibit 10.31 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.26*		Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated August 1, 2005 (Filed as Exhibit 10.32 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.27*		Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated January 31, 2008, effective as of September 7, 2007 (Filed as Exhibit 10.34 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.28*		Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated January 31, 2008, effective as of September 7, 2007 (Filed as Exhibit 10.35 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.29		First Amendment to Agreement of Lease between West Real Estate and Management, Inc. and ATMI Packaging, Inc., and ATMI, Inc., dated September 23, 2008 (Filed as Exhibit 10.32 to ATMI’s 2008 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.30*		Amendment to Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated herein by reference).
10.31*		Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit 10.3 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated herein by reference).
10.32*		Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit 10.4 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and incorporated herein by reference).
10.33*		First Amendment to Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.34*		Amendment to the ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.35*		Amendment to the ATMI, Inc. 2000 Stock Plan (Filed as Exhibit 10.3 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.36*		ATMI, Inc. 2003 Stock Plan (as Amended May 21, 2003 and March 2, 2008) (Filed as Exhibit 10.4 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).

40Table of Contents

~~Table of Contents~~SIGNATURES

10.37*		ATMI, Inc. Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 2003 Stock Plan (Filed as Exhibit 10.5 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.38		Third Amendment to Lease dated as of October 30, 2008 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.41 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.39		Fourth Amendment to Agreement of Lease dated as of October 30, 2008 by and between Commerce Park Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.42 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.40*		ATMI, Inc. 2010 Stock Plan, dated May 26, 2010 (Filed on June 4, 2010 as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, Registration No. 333-167318).
10.41*		ATMI, Inc. Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 2010 Stock Plan. (Filed as Exhibit 10.44 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.42		Notice of First Renewal Option of Agreement of Lease dated as of October 27, 2010 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.45 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.43		Notice of First Renewal Option of Agreement of Lease dated as of December 13, 2010 by and between Seymour R. Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.46 to ATMI’s Annual Report on Form 10-K, filed on February 18, 2011, File No. 1-16239, and incorporated herein by reference).
10.44*		Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Douglas A. Neugold (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
10.45*		Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Timothy C. Carlson (Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
10.46*		Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Daniel P. Sharkey (Filed as Exhibit 10.3 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		ATMI, Inc.
March 7, 2014
	By:	/s/ Douglas A. Neugold
		Douglas A. Neugold
		Chairman, President and Chief Executive Officer

~~Table~~Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

10.47*	Amended and Restated Employment Agreement dated January 19, 2012 between ATMI, Inc. and Ellen T. Harmon (Filed as Exhibit 10.4 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
Signature	Title	Date
10.48*	Form of Total Shareholder Return Performance Restricted Stock Unit Agreement (2012 and 2013 Grants) (Filed as Exhibit 10.5 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
/s/ Douglas A. Neugold	Chairman, President, Chief Executive Officer	March 7, 2014
10.49*	Form of Total Shareholder Return Performance Restricted Stock Unit Agreement (2014 and later Grants) (Filed as Exhibit 10.6 to ATMI’s Current Report on Form 8-K filed on January 23, 2012, File No. 1-16239, and incorporated herein by reference).
Douglas A. Neugold	and Director (principal executive officer)
10.50 *	Termination Agreement dated October 31, 2011 between Advanced Technology Materials, Inc. and Matheson Tri-Gas, Inc. (Filed as Exhibit 10.52 to ATMI’s Annual Report on Form 10-K, filed on February 17, 2012, File No. 1-16239, and incorporated herein by reference).
/s/ Timothy C. Carlson	Executive Vice President, Chief Financial	March 7, 2014
10.51*	Amendment to ATMI’s 1998 Employee Stock Purchase Plan (amended effective February 28, 2003, January 1, 2007 and September 14, 2012), (Filed as Exhibit 10.1 to ATMI’s Form 10-Q for the quarter ended September 30, 2012, File No. 1-16239, and incorporated herein by reference).
Timothy C. Carlson	Officer and Treasurer (principal financial officer)
10.52*	ATMI, Inc. 2003 Stock Plan (as amended May 21, 2003, March 2, 2008 and December 12, 2012).
/s/ David M. Ward	Vice President, Controller (principal	March 7, 2014
10.53*	ATMI, Inc. 2010 Stock Plan, dated May 26, 2010 (as amended December 12, 2012).
David M. Ward	accounting officer)
21	Subsidiaries of ATMI, Inc.
/s/ Mark A. Adley		March 7, 2014
23	Consent of Independent Registered Public Accounting Firm.
Mark A. Adley	Director
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
/s/ Eugene G. Banucci, Ph.D.		March 7, 2014
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
Eugene G. Banucci, Ph.D.	Director
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is furnished herewith.
/s/ Stephen H. Mahle		March 7, 2014
101	Interactive data files pursuant to Rule 405 of Regulation S-T.
Stephen H. Mahle	Director
/s/ C. Douglas Marsh		March 7, 2014
C. Douglas Marsh	Director
/s/ George M. Scalise		March 7, 2014
George M. Scalise	Director
/s/ Mark B. Segall		March 7, 2014
Mark B. Segall	Director
/s/ Cheryl L. Shavers, Ph.D.		March 7, 2014
Cheryl L. Shavers, Ph.D.	Director

* Indicates a management contract or compensatory plan or arrangement.35

~~(1)~~Table ~~Portions~~of ~~omitted pursuant to a request for confidential treatment.~~Contents

42ATMI, INC.

~~Table~~INDEX ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT

~~SIGNATURES~~ SCHEDULE



		Page
Reports of Independent Registered Public Accounting Firm		F- 2
Consolidated Balance Sheets—December 31, 2013 and 2012		F- 4
Consolidated Statements of Operations for the years ended December 31, 2013, 2012, and 2011		F- 5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012, and 2011		F- 6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011		F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011		F- 8
Notes to Consolidated Financial Statements		F- 9
Schedule II—Valuation and Qualifying Accounts		F- 33

F- 1

~~Pursuant~~Table ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~ Contents

Signature	Title	Date
/s/ Douglas A. Neugold	Chairman, President, Chief Executive Officer	February 22, 2013
Douglas A. Neugold	and Director (principal executive officer)
/s/ Timothy C. Carlson	Executive Vice President, Chief Financial	February 22, 2013
Timothy C. Carlson	Officer and Treasurer (principal financial officer)
/s/ David M. Ward	Vice President, Controller (principal	February 22, 2013
David M. Ward	accounting officer)
/s/ Mark A. Adley		February 22, 2013
Mark A. Adley	Director
/s/ Eugene G. Banucci, Ph.D.		February 22, 2013
Eugene G. Banucci, Ph.D.	Director
/s/ Robert S. Hillas		February 22, 2013
Robert S. Hillas	Director
/s/ Stephen H. Mahle		February 22, 2013
Stephen H. Mahle	Director
/s/ C. Douglas Marsh		February 22, 2013
C. Douglas Marsh	Director
/s/ George M. Scalise		February 22, 2013
George M. Scalise	Director
/s/ Cheryl L. Shavers, Ph.D.		February 22, 2013
Cheryl L. Shavers, Ph.D.	Director

Report of Independent Registered Public Accounting Firm

43The Board of Directors and Stockholders of ATMI, Inc.

~~Table~~We have audited the accompanying consolidated balance sheets of ~~Contents~~ATMI, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of ATMI, Inc.’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

~~ATMI~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~INC~~on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~INDEX~~In TOour ~~CONSOLIDATED~~opinion, ~~FINANCIAL~~the ~~STATEMENTS~~financial ~~AND~~statements ~~FINANCIAL~~referred ~~STATEMENT~~to above present fairly, in all material respects, the consolidated financial position of ATMI, Inc. at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

~~SCHEDULE~~We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ATMI, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 7, 2014 expressed an unqualified opinion thereon.

		Page
Reports of Independent Registered Public Accounting Firm Audited Financial Statements		F-2
Consolidated Balance Sheets—December 31, 2012 and 2011		F-4
Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010		F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and 2010		F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010		F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010		F-8
Notes to Consolidated Financial Statements Financial Statement Schedule		F-9
Schedule II—Valuation and Qualifying Accounts		F-35

/s/ ERNST & YOUNG LLP

~~F-1~~ Stamford, Connecticut

~~Table~~March of7, ~~Contents~~2014

~~Report~~F- ~~of Independent Registered Public Accounting Firm~~ 2

~~The~~Table ~~Board~~ of ~~Directors and Stockholders of ATMI, Inc.~~ Contents

WeReport ~~have audited the accompanying consolidated balance sheets~~ of ~~ATMI,~~Independent ~~Inc.~~Registered asPublic ofAccounting December 31, 2012 and 2011, and the related consolidated statements of operations, consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of ATMI, Inc.’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. Firm

WeThe ~~conducted~~Board ~~our audits in accordance with the standards~~ of ~~the~~Directors ~~Public Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~Stockholders ~~the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material misstatement. An audit includes examining~~ATMI, ~~on a test basis, evidence supporting the amounts and disclosures in the financial statements~~Inc. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InWe ~~our~~have ~~opinion~~audited ATMI, ~~the~~Inc.’s ~~financial~~internal ~~statements~~control ~~referred~~over tofinancial ~~above~~reporting ~~present~~as ~~fairly~~of December 31, in2013, ~~all~~based ~~material~~on ~~respects,~~criteria ~~the~~established ~~consolidated~~in ~~financial position~~Internal ofControl—Integrated ~~ATMI,~~Framework ~~Inc.~~issued atby ~~December 31,~~the ~~2012~~Committee ~~and~~of ~~2011,~~Sponsoring ~~and~~Organizations of the ~~consolidated~~Treadway ~~results~~Commission of(1992 ~~its~~framework) ~~operations~~(the ~~and~~COSO ~~its~~criteria). ~~cash~~ATMI, ~~flows~~Inc.’s ~~for~~management ~~each~~is ofresponsible ~~the~~for ~~three~~maintaining ~~years~~effective ininternal ~~the~~control ~~period~~over ~~ended~~financial ~~December 31~~reporting, ~~2012,~~and infor ~~conformity~~its ~~with~~assessment ~~U.S.~~of ~~generally~~the ~~accepted accounting~~effectiveness ~~principles.~~of ~~Also,~~internal incontrol ~~our~~over ~~opinion,~~financial ~~the~~reporting ~~related~~included ~~financial~~in ~~statement~~Item 9A “Management’s ~~schedule,~~Report ~~when~~on ~~considered~~Internal inControl ~~relation~~over toFinancial ~~the~~Reporting.” ~~basic~~Our ~~financial~~responsibility ~~statements~~is ~~taken~~to asexpress aan ~~whole,~~opinion ~~presents~~on ~~fairly~~ATMI, inInc.’s ~~all~~internal ~~material~~control ~~respects~~over ~~the~~financial ~~information~~reporting ~~set~~based ~~forth~~on ~~therein~~our audit.

We ~~also~~conducted ~~have~~our ~~audited,~~audit in accordance with the standards of the Public Company Accounting Oversight Board (United States),. ~~ATMI,~~Those ~~Inc.’s~~ standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting aswas maintained in all material respects. Our audit included obtaining an understanding of ~~December 31,~~internal ~~2012~~control over financial reporting, ~~based~~assessing onthe ~~criteria~~risk ~~established~~that ina ~~Internal~~material ~~Control—Integrated~~weakness ~~Framework~~exists, ~~issued~~testing byand evaluating the ~~Committee~~design ofand ~~Sponsoring~~operating ~~Organizations~~effectiveness of internal control based on the ~~Treadway~~assessed ~~Commission~~risk, and ~~our~~performing ~~report~~such ~~dated February 22,~~other ~~2013~~procedures ~~expressed~~as anwe ~~unqualified~~considered ~~opinion~~necessary ~~thereon~~in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

/A company’s/ ~~ERNST~~internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) &pertain ~~YOUNG~~to ~~LLP~~the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Stamford~~Because of its inherent limitations, ~~Connecticut~~internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~February~~In our opinion, ATMI, Inc. maintained in all material respects, effective internal control over financial reporting as of December 2231, 2013 , based on the COSO criteria.

~~F-2~~ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ATMI, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013 of ATMI, Inc. and our report dated March 7, 2014 expressed an unqualified opinion thereon.

~~Table~~/s/ ofERNST & ~~Contents~~YOUNG LLP

~~Report~~Stamford, ~~of Independent Registered Public Accounting Firm~~ Connecticut

~~The~~March ~~Board of Directors and Stockholders of ATMI~~7, ~~Inc.~~ 2014

WeF- have audited ATMI, Inc.’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). ATMI, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in Item 9A, “Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on ATMI, Inc.’s internal control over financial reporting based on our audit. 3

WeTable ~~conducted our audit in accordance with the standards~~ of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Contents

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records thatATMI, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statementsINC.

~~Because~~CONSOLIDATED ofBALANCE its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. SHEETS

~~In our opinion, ATMI, Inc. maintained~~ (in ~~all material respects~~thousands, ~~effective~~except ~~internal~~per ~~control~~share ~~over financial reporting as of December 31, 2012, based on the COSO criteria.~~ data)

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ATMI, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations, consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012 and our report dated February 22, 2013 expressed an unqualified opinion thereon.



	December 31, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	82,646		$	83,709
Marketable securities, current portion	46,201			70,397
Accounts receivable, net of allowances of $883 and $881, respectively	58,009			53,684
Inventories, net	76,485			77,012
Income taxes receivable	4,778			—
Deferred income taxes	12,814			4,450
Prepaid expenses	11,232			11,838
Other current assets	10,554			8,025
Assets held for sale	120,618			101,051
Total current assets	423,337			410,166
Property, plant, and equipment, net	120,462			111,720
Goodwill	13,657			13,653
Other intangibles, net	18,386			21,178
Marketable securities, non-current	2,225			12,073
Deferred income taxes, non-current	1,433			12,516
Other non-current assets	16,720			17,847
Total assets	$	596,220		$	599,153
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	27,087		$	35,847
Accrued liabilities	6,541			6,953
Accrued salaries and related benefits	3,793			4,311
Income taxes payable	1,668			16,240
Other current liabilities	3,509			3,792
Liabilities held for sale	13,108			12,377
Total current liabilities	55,706			79,520
Deferred income taxes, non-current	2,247			165
Other non-current liabilities	9,107			12,192
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $.01 per share: 2,000 shares authorized; none issued	—			—
Common stock, par value $.01 per share: 100,000 shares authorized; 42,093 and 41,549 issued and 32,974 and 33,056 outstanding in 2013 and 2012, respectively	411			405
Additional paid-in capital	470,886			457,669
Treasury stock at cost (9,119 and 8,493 shares in 2013 and 2012, respectively)	(251,577		)	(237,170		)
Retained earnings	300,909			270,744
Accumulated other comprehensive income	8,531			15,628
Total stockholders’ equity	529,160			507,276
Total liabilities and stockholders’ equity	$	596,220		$	599,153

See accompanying notes.

~~/s/~~F- ~~ERNST & YOUNG LLP~~ 4

~~Stamford,~~Table ~~Connecticut~~of Contents

~~February 22~~ATMI, ~~2013~~ INC.

~~F-3~~ CONSOLIDATED STATEMENTS OF OPERATIONS

~~Table~~(in ofthousands, ~~Contents~~except per share data)

ATMI, INC.



	Year Ended December 31,
	2013			2012			2011
Revenues	$	360,959		$	365,849		$	351,823
Cost of revenues	185,013			179,258			181,101
Gross profit	175,946			186,591			170,722
Operating expenses:
Research and development	55,666			47,286			46,767
Selling, general and administrative	72,884			73,521			68,711
Contract termination	—			—			84,590
Total operating expenses	128,550			120,807			200,068
Operating income (loss)	47,396			65,784			(29,346		)
Interest income	944			900			1,110
Impairment of investments	—			—			(776		)
Other income (expense), net	2,616			(58		)	(217		)
Income (loss) before income taxes	50,956			66,626			(29,229		)
Provision (benefit) for income taxes	12,197			18,331			(18,265		)
Income (loss) from continuing operations	$	38,759		$	48,295		$	(10,964	)
Loss from discontinued operations, net of taxes	$	(8,594	)	$	(5,965	)	$	(9,055	)
Net income (loss)	$	30,165		$	42,330		$	(20,019	)
Basic earnings (loss) per common share
Earnings (loss) per common share from continuing operations	$	1.21		$	1.51		$	(0.35	)
Loss per common share from discontinued operations	$	(0.27	)	$	(0.19	)	$	(0.29	)
Weighted average shares outstanding — basic	31,911			31,931			31,703
Diluted earnings (loss) per common share
Earnings (loss) per common share from continuing operations	$	1.18		$	1.48		$	(0.35	)
Loss per common share from discontinued operations	$	(0.26	)	$	(0.18	)	$	(0.29	)
Weighted average shares outstanding — diluted	32,751			32,664			31,703

~~CONSOLIDATED~~See ~~BALANCE~~accompanying ~~SHEETS~~ notes.

~~(in~~F- ~~thousands, except per share data)~~ 5

	December 31,2012			December 31,2011
Assets
Current assets:
Cash and cash equivalents	$	86,050		$	34,523
Marketable securities, current portion		70,397			75,632
Accounts receivable, net of allowances of $881 and $781, respectively		60,806			51,563
Inventories, net		87,555			73,622
Income taxes receivable		—			3,721
Deferred income taxes		4,488			4,409
Prepaid expenses		12,199			14,439
Other current assets		9,049			13,279
Total current assets		330,544			271,188
Property, plant, and equipment, net		125,099			116,275
Goodwill		46,830			46,546
Other intangibles, net		46,930			36,571
Marketable securities, non-current		12,073			3,329
Deferred income taxes, non-current		15,065			19,139
Other non-current assets		22,612			20,638
Total assets	$	599,153		$	513,686
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	38,573		$	20,779
Accrued liabilities		7,997			7,940
Accrued salaries and related benefits		5,992			10,469
Income taxes payable		16,256			1,229
Other current liabilities		6,084			4,539
Total current liabilities		74,902			44,956
Deferred income taxes, non-current		165			162
Other non-current liabilities		16,810			18,237
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, par value $.01 per share: 2,000 shares authorized; none issued		—			—
Common stock, par value $.01 per share: 100,000 shares authorized; 40,476 and 39,912 issued and 31,983 and 31,718 outstanding in 2012 and 2011, respectively		405			399
Additional paid-in capital		457,669			444,642
Treasury stock at cost (8,493 and 8,194 shares in 2012 and 2011, respectively)		(237,170	)		(231,173	)
Retained earnings		270,744			228,414
Accumulated other comprehensive income		15,628			8,049
Total stockholders’ equity		507,276			450,331
Total liabilities and stockholders’ equity	$	599,153		$	513,686

Table of Contents

~~See~~ATMI, ~~accompanying notes~~INC.

~~F-4~~ CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

~~Table~~(in ofthousands, ~~Contents~~except per share data)

ATMI, INC.



	Year Ended December 31,
	2013			2012		2011
Net income (loss)	$	30,165		$	42,330	$	(20,019	)
Other comprehensive income (loss), net of tax
Cumulative translation adjustment	1,703			5,230		(3,097		)
Reclassification adjustment related to marketable securities sold in net unrealized gain position, net of $1,625, $495, and $0 tax provision, respectively.	(3,489		)	854		(1		)
Change in fair value on available-for-sale securities, net of deferred income tax of $3,215, $326, and $4,351, respectively.	(5,592		)	397		7,119
Reclassification adjustment related to the settlement of derivative financial instruments in a net unrealized gain position, net of $455 tax provision, respectively.	(799		)	—		—
Change in fair value of derivative financial instruments, net of deferred income tax of $615 and $636, respectively.	1,080			1,098		—
Comprehensive income (loss)	$	23,068		$	49,909	$	(15,998	)

~~CONSOLIDATED~~F- ~~STATEMENTS OF OPERATIONS~~ 6

~~(in~~Table ~~thousands,~~of ~~except per share data)~~ Contents

	Year Ended December 31,
	2012			2011			2010
Revenues	$	407,433		$	390,087		$	367,256
Cost of revenues		206,543			205,957			191,248
Gross profit		200,890			184,130			176,008
Operating expenses:
Research and development		55,152			53,708			48,645
Selling, general and administrative		86,663			83,546			85,425
Contract termination		—			84,590			—
Total operating expenses		141,815			221,844			134,070
Operating income (loss)		59,075			(37,714	)		41,938
Interest income		1,291			1,205			949
Impairment of investments		—			(776	)		—
Other income (expense), net		(240	)		(1,849	)		7,740
Income (loss) before income taxes		60,126			(39,134	)		50,627
Provision (benefit) for income taxes		17,796			(19,115	)		11,121
Net income (loss)	$	42,330		$	(20,019	)	$	39,506
Earnings (loss) per common share — basic	$	1.33		$	(0.63	)	$	1.26
Weighted average shares outstanding — basic		31,931			31,703			31,413
Earnings (loss) per common share — diluted	$	1.30		$	(0.63	)	$	1.24
Weighted average shares outstanding — diluted		32,664			31,703			31,895

ATMI, INC.

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes.~~OF STOCKHOLDERS’ EQUITY

~~F-5~~ (in thousands)



	Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income		Total
Balance at December 31, 2010	$	396	$	435,840		$	(230,272	)	$	248,433		$	4,028	$	458,425
Issuance of 71 shares of common stock pursuant to the exercise of employee stock options	1		1,265			—			—			—		1,266
Purchase of 48 treasury shares	—		—			(901		)	—			—		(901		)
Stock based compensation	—		7,539			—			—			—		7,539
Other	2		(2		)	—			—			—		—
Net loss	—		—			—			(20,019		)	—		(20,019		)
Other comprehensive income	—		—			—			—			4,021		4,021
Total comprehensive loss	—		—			—			—			—		(15,998		)
Balance at December 31, 2011	$	399	$	444,642		$	(231,173	)	$	228,414		$	8,049	$	450,331
Issuance of 259 shares of common stock pursuant to the exercise of employee stock options	3		4,609			—			—			—		4,612
Purchase of 299 treasury shares	—		—			(5,997		)	—			—		(5,997		)
Stock based compensation	—		8,421			—			—			—		8,421
Other	3		(3		)	—			—			—		—
Net income	—		—			—			42,330			—		42,330
Other comprehensive income	—		—			—			—			7,579		7,579
Total comprehensive income	—		—			—			—			—		49,909
Balance at December 31, 2012	$	405	$	457,669		$	(237,170	)	$	270,744		$	15,628	$	507,276
Issuance of 328 shares of common stock pursuant to the exercise of employee stock options	3		5,802			—			—			—		5,805
Purchase of 626 treasury shares	—		—			(14,407		)	—			—		(14,407		)
Stock based compensation	—		7,418			—			—			—		7,418
Other	3

ATMI, Inc.

February 22, 2013

/s/ Douglas A. Neugold

Douglas A. Neugold

Chairman, President and Chief Executive Officer

Filing Compare · ATMI INC