##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-16239
 ATMI, Inc.
 (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)
 (Registrants telephone number, including area code)
  Name of each exchangeTitle of each class
    
    on which registeredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
  (Title of class)
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



ATMI, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2010
 TABLE OF CONTENTS
 PagePart IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    14Item 1B. Unresolved Staff Comments
    
    
    18Item 2. Properties
    
    
    18Item 3. Legal Proceedings
    
    
    19Item 4. (Removed and Reserved)
    
    
    19Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    20Item 6. Selected Financial Data
    
    
    22Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    24Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 8. Financial Statements and Supplementary Data
    
    
    37Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    
    37Item 9A. Controls and Procedures
    
    
    37Item 9B. Other Information
    
    
    37Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    38Item 11. Executive Compensation
    
    
    38Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    38Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    38Item 14. Principal Accountant Fees and Services
    
    
    38Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    39Signatures
    
    
    44Index to Consolidated Financial Statements and Financial Statement Schedule
    
    
    F-1Exhibit 10.41Exhibit 10.42Exhibit 10.44Exhibit 10.45Exhibit 10.46Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32




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##### Table of Contents



PART I
  
 Item 1.
    
    Business
 Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
 Forward-Looking Statements
  Our Business
   
    
    knowledge of the science and economics of process applications for customer needs in
markets served;
 
    
    the ability to use a combinatorial science-based research approach and high-productivity
development (HPD) capabilities to significantly shorten our new product development life
cycle and develop next generation materials necessary as the semiconductor industry moves
toward advanced technology generations, such as 22 nanometers;
 
    
    the materials science of packaging, delivery, and deposition of ultra-pure semiconductor
materials;
 
    
    the ability to rapidly develop innovative technology and intellectual property that
strengthens our competitive position;
 
    
    knowledge of high-purity materials handling, containment, dispensing, mixing and
bioreactor systems to address life sciences customers needs for drug research, development
and commercialization.
  1




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
    
    a strategy of leveraging the combination of our performance materials and materials
handling competence to provide greater process efficiency value to our customers;
 
    
    an extensive research and development program that has produced a stream of proprietary
and patented products for these markets;
 
    
    a key customer focus, which has included providing applications development in order to
offer materials solutions for future generation technologies and the ability to perform
electrical test measurements in our development efforts to ensure our solutions meet our
customers needs; and
 
    
    strategic alliances and collaboration efforts that have allowed us to add complementary
technologies to our product portfolio more rapidly than through internal development.
     Semiconductor Industry Background
  
    
    consistently enhanced performance characteristics and functionality;
 
    
    improved reliability;
 
    
    reduced size, weight, power consumption and cost; and
 
    
    shorter product development cycles.
   2




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Semiconductor Manufacturing Process
      
    
    the relative thinness of the films applied to the wafer;
 
    
    conformality (ability to coat evenly, especially in three-dimensional holes and trenches
designed into the device);
 
    
    purity; and
 
    
    the ability to coat large areas.
      3




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Flat-Panel Industry Background
   
    
    consumer affordability through manufacturing and materials cost efficiencies;
 
    
    larger display screen sizes;
 
    
    improved performance and reliability; and
 
    
    shorter product development cycles.
   4




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Flat-Panel Manufacturing Process
  Life Sciences Industry Background
   Life Sciences Manufacturing Process
  
    
    produce high-purity materials;
 
    
    must be reliable and repeatable; and
 
    
    demand continued process automation and efficiencies in manufacturing in order to reduce
costs and to deliver value to the customers.
  ATMIs Strategy
 the source of process efficiency solutions
 
    
    Focus development and application engineering initiatives with the leading manufacturers
to provide next generation performance materials and process solutions.
 
    
    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.
  5




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
    
    Add value through performance materials packaging, dispensing, and process technologies
designed to meet the demands of users for greater levels of purity, productivity, safety,
environmental responsiveness, and speed.
 
    
    Significantly shorten new product development time lines and the development of next
generation materials through the use of a combinatorial science-based research approach and
HPD capabilities.
 
    
    Leverage ATMIs technology leadership by investing extensively to develop proprietary
and patented materials and process solutions, which the Company uses to quickly
commercialize new offerings for customers.
 
    
    Form strategic alliances, including joint development programs and collaborative
marketing efforts, to accelerate the introduction of ATMIs products into existing and new
markets.
  Products
  
    
    developing and commercializing a broad range of front-end semiconductor performance
materials;
 
    
    developing and commercializing sub-atmospheric pressure gas storage and delivery systems
for safe handling and delivery of toxic and hazardous gases to semiconductor process
equipment;
 
    
    developing and commercializing innovative high-purity materials packaging and dispensing
systems that allow for the reliable introduction of low volatility liquids and solids to
semiconductor processes;
 
    
    developing manufacturing processes to meet the critical purity and integrity
requirements of the microelectronics manufacturers; and
 
    
    developing and commercializing single-use technologies for the life sciences industry
using our experience in high-purity materials packaging and dispensing systems.
  
    
    utilize our global HPD capabilities incorporating high-productivity combinatorial
science-based research tools to shorten the development cycle to create new materials that
resolve current process issues, which meet the needs of advanced technology roadmaps of our
key customers;
 
    
    maintain close relations with our customers in order to quickly understand their needs
and issues;
 
    
    offer a complete line of performance materials, and related materials packaging,
dispensing and process technologies, and disposable containment, mixing, and bioreactor
systems;
 
    
    provide a high level of customer service and applications support in all global markets;
 
    
    meet customer needs for statistical quality and process control and dock-to-stock
programs; and
 
    
    meet the industrys needs for advanced materials required for future generation devices.
  6




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Solutions
  IC Fabrication
  Ion Implant Module
 ®
  Advanced Interconnect Solutions
    7




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Surface Preparation
 Copper Plating ®
 Deposition ®
 ® ®
 Materials Packaging ®
  Flat-Panel Display Market
  ®
  8




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Life Sciences
    Raw Materials
  Working Capital
  Customers, Sales, and Marketing
   9




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




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Competition
      Research and Development
   post-CMP
  11




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Strategic Alliances
  Backlog
  Patents and Proprietary Rights
     12




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Environmental Considerations
 Regulation.
 Sustainability.
 Employees and Employee Relations
  Company Information
  www.atmi.com Investor Financial information
  Investor RelationsATMI, Inc.7 Commerce DriveDanbury, CT 06810
  13




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Item 1A.
    
    Risk Factors
 Cautionary Statements Regarding Future Results of Operations
  Our profit margins may be adversely affected by a number of factors.
  Cyclicality in the markets we sell to may adversely affect our performance.
  The recent global economic crisis and continuing uncertainty in the financial markets could
materially and adversely affect our business and results of operations.
   Our business could be adversely affected if we cannot protect our proprietary technology or if
we infringe on the proprietary technology of others.
   14




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The loss of or significant curtailment of purchases by any of our largest customers could
adversely affect our results of operations.
  Customer driven pricing pressure may adversely affect our average selling prices.
  Our revenues and earnings could be negatively affected if we cannot anticipate market trends,
enhance our existing products and processes, develop and commercialize new products and processes,
and identify and consummate strategic acquisitions.
  We may have difficulty obtaining the resources or products we need for manufacturing or
assembling our products or operating other aspects of our business, which could adversely affect
our ability to meet demand for our products and may increase our costs.
   15




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We face intense competition from a variety of sources, including larger companies.
  Our global manufacturing and sales activities subject us to risks associated with legal,
political, economic or other changes.
  Our results of operations could be adversely affected by fluctuations in exchanges rates.
  Our results of operations could be adversely affected by climate change and natural events in
the locations in which we, our customers or our suppliers operate.
  Incorrect forecasts of customer demand could adversely affect our results of operations.
  We may 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.
   16




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We engage in acquisitions, and may encounter difficulties integrating acquired businesses with
our current operations; therefore, we may not realize the anticipated benefits of the
acquisitions.
  We face the risk of product liability claims.
  Our business is potentially subject to substantial liabilities for failure to comply with
environmental regulations.
    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.
  Our results of operations could be adversely affected by changes in taxation.
   17




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Compliance with changing corporate governance regulations and public disclosures may result in
additional risks and exposures.
  
 Item 1B.
    
    Unresolved Staff Comments
  
 Item 2.
    
    Properties
  Location
    
    Square Footage
    
    
    Lease / OwnAnseong, South Korea
    
    
    13,000
    
    
    OwnAnseong, South Korea
    
    
    10,000
    
    
    LeaseBloomington, MN
    
    
    68,000
    
    
    LeaseBurnet, TX
    
    
    77,000
    
    
    OwnBrussels, Belgium
    
    
    22,000
    
    
    LeaseChutung Town, Taiwan
    
    
    18,000
    
    
    LeaseDanbury, CT (1)
    
    
    31,000
    
    
    LeaseDanbury, CT
    
    
    73,000
    
    
    LeaseHoegaarden, Belgium
    
    
    74,000
    
    
    OwnHsin-chu, Taiwan
    
    
    30,000
    
    
    LeaseLexington, KY
    
    
    6,000
    
    
    LeaseRound Rock, TX
    
    
    15,000
    
    
    LeaseShanghai, China
    
    
    7,000
    
    
    LeaseSuwon-si, South Korea
    
    
    7,000
    
    
    LeaseTempe, AZ
    
    
    11,000
    
    
    LeaseTokyo, Japan
    
    
    6,000
    
    
    LeaseToyohashi, Japan
    
    
    15,000
    
    
    Lease
 (1)
    
    ATMIs headquarters.    18




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Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    (Removed and Reserved)
  19




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  
 Relative Stock PerformanceNASDAQElectronicNASDAQ
    
    
    ComponentsDate
    
    US Index
    
    
    Stock Index
    
    
    ATMI12/30/05
    
    
    100.000
    
    
    
    100.000
    
    
    
    100.00012/29/06
    
    
    109.838
    
    
    
    109.933
    
    
    
    109.15312/31/07
    
    
    119.141
    
    
    
    123.252
    
    
    
    115.30212/31/08
    
    
    57.414
    
    
    
    66.477
    
    
    
    55.16612/31/09
    
    
    82.526
    
    
    
    103.880
    
    
    
    66.57112/31/10
    
    
    97.946
    
    
    
    108.240
    
    
    
    71.291
   20




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High
    
    
    LowFiscal year ended December 31, 20101st Quarter
    
    $
    19.65
    
    
    $
    15.132nd Quarter
    
    
    22.05
    
    
    
    14.213rd Quarter
    
    
    16.07
    
    
    
    12.134th Quarter
    
    
    20.99
    
    
    
    14.47Fiscal year ended December 31, 20091st Quarter
    
    $
    16.75
    
    
    $
    11.802nd Quarter
    
    
    18.65
    
    
    
    13.723rd Quarter
    
    
    19.77
    
    
    
    14.994th Quarter
    
    
    19.41
    
    
    
    14.47
    Purchases of Equity Securities
 Total Number of
    
    
    Maximum DollarShares Purchased
    
    
    Value of SharesTotal Number
    
    
    Average
    
    
    as Part of Publicly
    
    
    that May  Yet Beof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    Purchased UnderPeriod (1)
    
    Repurchased (2)
    
    
    per Share
    
    
    Programs (3)
    
    
    the ProgramsOctober 2010
    
    
    1,026
    
    
    $
    15.10
    
    
    
    
    
    
    $
    48,182,523November 2010
    
    
    1,316
    
    
    $
    18.96
    
    
    
    
    
    
    $
    48,182,523December 2010
    
    
    779
    
    
    $
    20.68
    
    
    
    
    
    
    $
    48,182,523Total
    
    
    3,121
    
    
    $
    18.12
    
    
    
    
    
    
    $
    48,182,523
 (1)
    
    There were no other repurchases of our equity securities by or on behalf of us or any
affiliated purchaser during the fiscal quarter ended December 31, 2010.(2)
    
    Share repurchases are shown on a trade-date basis. Represents shares repurchased to satisfy
employee minimum tax withholding obligations on vesting of restricted stock.(3)
    
    In August 2010, the Companys Board of Directors approved a share repurchase program for up
to $50.0 million of ATMI common stock. Share 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 programs 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.  21




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Item 6.
    
    Selected Financial Data
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Consolidated Statements of Operations:Revenues
    
    $
    367,256
    
    
    $
    254,704
    
    
    $
    339,063
    
    
    $
    364,088
    
    
    $
    325,913Cost of revenues
    
    
    191,248
    
    
    
    152,520
    (3)
    
    
    172,551
    (10)
    
    
    182,480
    (14)
    
    
    162,530
    (16)Gross profit
    
    
    176,008
    
    
    
    102,184
    
    
    
    166,512
    (11)
    
    
    181,608
    
    
    
    163,383Operating expenses:Research and development
    
    
    48,645
    
    
    
    37,162
    (4)
    
    
    37,809
    
    
    
    29,879
    
    
    
    26,217Selling, general, and administrative
    
    
    85,425
    
    
    
    76,359
    (5)
    
    
    88,781
    
    
    
    99,227
    (15)
    
    
    90,149Total operating expenses
    
    
    134,070
    
    
    
    113,521
    
    
    
    126,590
    
    
    
    129,106
    
    
    
    116,366Operating income (loss)
    
    
    41,938
    
    
    
    (11,337
    )
    
    
    39,922
    
    
    
    52,502
    
    
    
    47,017Interest income
    
    
    949
    
    
    
    1,196
    
    
    
    3,126
    
    
    
    7,689
    
    
    
    8,353Other income (expense), net
    
    
    7,740
    (1)
    
    
    (3,515
    )(6)
    
    
    (2,902
    )(12)
    
    
    (788
    )
    
    
    486Income (loss) before income taxes
    
    
    50,627
    
    
    
    (13,656
    )
    
    
    40,146
    
    
    
    59,403
    
    
    
    55,856Provision (benefit) for income taxes
    
    
    11,121
    (2)
    
    
    (6,996
    )
    
    
    6,819
    (13)
    
    
    18,864
    
    
    
    15,895
    (17)Net income (loss)
    
    $
    39,506
    
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    $
    40,539
    
    
    $
    39,961Earnings (loss) per share  diluted
    
    $
    1.24
    
    
    $
    (0.21
    )
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.08Weighted-average shares outstanding  diluted
    
    
    31,895
    
    
    
    31,398
    
    
    
    32,078
    
    
    
    35,093
    
    
    
    36,859Consolidated Balance Sheet Data:Cash, cash equivalents, and
marketable securities (18)
    
    $
    152,572
    
    
    $
    107,978
    
    
    $
    96,020
    
    
    $
    193,697
    
    
    $
    219,066Working capital
    
    
    236,263
    
    
    
    203,760
    (7)
    
    
    190,095
    
    
    
    280,221
    
    
    
    281,362Total assets
    
    
    533,589
    
    
    
    458,963
    (8)
    
    
    452,449
    (19)
    
    
    492,076
    (19)
    
    
    487,897
    (19)Long-term obligations
    
    
    28,427
    
    
    
    17,790
    (9)
    
    
    15,688
    (19)
    
    
    10,491
    (19)
    
    
    1,529
    (19)Total stockholders equity
    
    
    458,425
    
    
    
    411,490
    
    
    
    408,897
    
    
    
    434,383
    
    
    
    435,496
  22




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(1)
    
    Includes a $0.5 million gain from the sale of a marketable security, $2.5 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.(2)
    
    Includes $1.8 million of tax benefits (including interest) recognized to reverse previously
established reserves for uncertain tax positions due to expiration of statutes and
settlements, a $2.1 million tax benefit related to a European dividend, and a $1.9 million
charge related to changes in valuation allowances.(3)
    
    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 $3.1 million
impairment charge for long-lived assets written down to their estimated fair values primarily
related to the planned idling of manufacturing capacity of our gas products.(4)
    
    Includes a $1.6 million impairment charge for long-lived assets written down to their
estimated fair values related primarily to idled equipment.(5)
    
    Includes a $1.4 million charge to increase our reserves for bad debt to cover exposures
related to customer bankruptcy filings and uncertainties of collections; a $2.6 million
impairment charge for long-lived assets written down to their estimated fair values primarily
related to redundant enterprise management software; and a $0.6 million charge for SG&A
severance costs.(6)
    
    Includes a $2.5 million impairment charge, primarily related to a write-down associated with
an auction-rate security.(7)
    
    Balance has been reduced by $0.1 million related to reclassification of unrecognized tax
benefits and valuation allowances.(8)
    
    Balance has been reduced by $0.6 million related to reclassification of unrecognized tax
benefits and valuation allowances.(9)
    
    Balance has been reduced by $0.6 million related to reclassification of unrecognized tax
benefits and valuation allowances.(10)
    
    Includes a $2.4 million business interruption claim recovery related to a fire at a contract
manufacturer in Taiwan.(11)
    
    Includes a $3.1 million benefit associated with the settlement of a dispute with a
distributor ($3.7 million recognized in revenues, with $0.6 million of associated costs
recognized in cost of revenues).(12)
    
    Includes a $2.0 million gain from the sale of a marketable security, $1.6 million of
impairment charges related to our strategic investment portfolio and a $1.8 million reserve on
a convertible note, and $1.1 million representing our proportionate share of gains on sales of
assets by one of our equity-method investees.(13)
    
    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.(14)
    
    Includes $1.1 million of increased customs expense on imported goods from the U.S. to an
overseas affiliate.(15)
    
    Includes $1.1 million associated with a contingent legal fee arrangement.(16)
    
    Includes $1.4 million one-time recovery of value-added taxes in Japan related to 2005.(17)
    
    Includes a $1.7 million tax benefit recognized to reverse previously established reserves for
uncertain tax positions as a result of the expiration of the applicable statute of
limitations.(18)
    
    Includes non-current marketable securities of $25.4 million, $10.6 million, $3.7 million, $0
million, and $14.4 million at December 31, 2010, 2009, 2008, 2007, and 2006, respectively.(19)
    
    Balances have been reduced by $0.6 million, $0.2 million, and 0.1 million for years ended
December 31, 2008, December 31, 2007, and December 31, 2006, respectively, related to
reclassification of unrecognized tax benefits from deferred tax liabilities. 
  23




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Company Overview
  Use of Estimates
  Revenue Recognition
   Accounts Receivable Allowances
   24




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Inventory Valuation Reserves
   Non-marketable Equity Securities
      25




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Income Taxes
    Depreciable Lives of Property, Plant and Equipment
   Equity-Based Compensation
   26




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Fair Value Measurements
     Goodwill and Other Intangible Assets
    27




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Other Long-Lived Amortizable Assets
  Recent Accounting Pronouncements
  Related Party Transactions
  Results of Operations
  December 31,2010
    
    
    2009
    
    
    2008Cost of revenues
    
    $
    357
    
    
    $
    315
    
    
    $
    339Research and development
    
    
    866
    
    
    
    523
    
    
    
    530Selling, general, and administrative
    
    
    6,470
    
    
    
    4,902
    
    
    
    5,831Total equity-based compensation expense
    
    
    7,693
    
    
    
    5,740
    
    
    
    6,700
  28




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Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
 Overview
    December 31,2010
    
    
    2009
    
    
    % ChangeRevenues
    
    $
    367,256
    
    
    $
    254,704
    
    
    
    44.2
    %Cost of revenues
    
    
    191,248
    
    
    
    152,520
    
    
    
    25.4
    %Gross profit
    
    
    176,008
    
    
    
    102,184
    
    
    
    72.2
    %Gross margin
    
    
    47.9
    %
    
    
    40.1
    %
    
    
    7.8
    %Research and development
    
    
    48,645
    
    
    
    37,162
    
    
    
    30.9
    %R&D as a percent of revenues
    
    
    13.2
    %
    
    
    14.6
    %
    
    
    (1.4
    %)Selling, general, and administrative
    
    
    85,425
    
    
    
    76,359
    
    
    
    11.9
    %SG&A as a percent of revenues
    
    
    23.3
    %
    
    
    30.0
    %
    
    
    (6.7
    %)Operating income (loss)
    
    
    41,938
    
    
    
    (11,337
    )
    
    
    469.9
    %Operating margin
    
    
    11.4
    %
    
    
    (4.5
    %)
    
    
    15.9
    %Effective tax rate
    
    
    22.0
    %
    
    
    (51.2
    %)
    
    
    73.2
    %Net income (loss)
    
    $
    39,506
    
    
    $
    (6,660
    )
    
    
    693.2
    %Earnings per diluted share
    
    $
    1.24
    
    
    $
    (0.21
    )
    
    
    690.5
    %
 Revenues.
  29




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##### Table of Contents



Gross Profit
 Research and Development Expenses
 Selling, General, and Administrative Expenses
 Operating Income (Loss).
 Interest Income
 Impairment of Investments.
 Other Income (Expense), Net
 Provision (Benefit) for Income Taxes
  30




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##### Table of Contents



Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Overview
    December 31,2009
    
    
    2008
    
    
    % ChangeRevenues
    
    $
    254,704
    
    
    $
    339,063
    
    
    
    (24.9
    %)Cost of revenues
    
    
    152,520
    
    
    
    172,551
    
    
    
    (11.6
    %)Gross profit
    
    
    102,184
    
    
    
    166,512
    
    
    
    (38.6
    %)Gross margin
    
    
    40.1
    %
    
    
    49.1
    %
    
    
    (9.0
    %)Research and development
    
    
    37,162
    
    
    
    37,809
    
    
    
    (1.7
    %)R&D as a percent of revenues
    
    
    14.6
    %
    
    
    11.2
    %
    
    
    3.4
    %Selling, general, and administrative
    
    
    76,359
    
    
    
    88,781
    
    
    
    (14.0
    %)SG&A as a percent of revenues
    
    
    30.0
    %
    
    
    26.2
    %
    
    
    3.8
    %Operating income (loss)
    
    
    (11,337
    )
    
    
    39,922
    
    
    
    (128.4
    %)Operating margin
    
    
    (4.5
    %)
    
    
    11.8
    %
    
    
    (16.3
    %)Effective tax rate
    
    
    (51.2
    %)
    
    
    17.0
    %
    
    
    (68.2
    %)Net income (loss)
    
    $
    (6,660
    )
    
    $
    33,327
    
    
    
    (120.0
    %)Earnings (loss) per diluted share
    
    $
    (0.21
    )
    
    $
    1.04
    
    
    
    (120.2
    %)
 Revenues
  31




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##### Table of Contents



Gross Profit
 Research and Development Expenses
 Selling, General, and Administrative Expenses
 Operating Income (loss).
 Interest Income
 Impairment of Investments.
  32




---



##### Table of Contents



Other Income (Expense), Net.
 Provision (Benefit) for Income Taxes
 Liquidity and Capital Resources
         33




---



##### Table of Contents



Year Ended December 31,2010
    
    
    2009Cash provided by (used for):Operating Activities
    
    $
    65,976
    
    
    $
    28,761Investing Activities
    
    
    (58,754
    )
    
    
    (18,596
    )Financing Activities
    
    
    (3,691
    )
    
    
    (995
    )Effects of exchange rate changes on cash
    
    
    379
    
    
    
    942
 Operating Activities
  Investing Activities
  Financing Activities
   34




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##### Table of Contents



Summary of Contractual Obligations
  Payments Due by PeriodLess ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    ThereafterContractual Obligations:Capital leases
    
    $
    53
    
    
    $
    41
    
    
    $
    12
    
    
    $
    
    
    
    $
    Operating leases (1)
    
    $
    13,154
    
    
    
    3,939
    
    
    
    3,651
    
    
    
    1,910
    
    
    
    3,654Purchase obligations:Inventory
    
    $
    8,455
    
    
    
    8,455
    
    
    
    
    
    
    
    
    
    
    
    Capital
    
    $
    998
    
    
    
    998
    
    
    
    
    
    
    
    
    
    
    
    Other (2)
    
    $
    21,180
    
    
    
    21,180
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    30,633
    
    
    
    30,633
    
    
    
    
    
    
    
    
    
    
    
    Bank guarantee (3)
    
    $
    2,500
    
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    Other L/T liabilities (4)
    
    $
    4,388
    
    
    
    
    
    
    
    4,063
    
    
    
    
    
    
    
    325Total debt, lease, purchase, and
other long-term liability
obligations
    
    $
    50,728
    
    
    $
    37,113
    
    
    $
    7,726
    
    
    $
    1,910
    
    
    $
    3,979
 (1)
    
    Includes $3.5 million of lease obligations assumed in the Artelis acquisition.(2)
    
    Includes $15.2 million commitment to purchase R&D services associated with a strategic alliance partner.(3)
    
    This guarantee on behalf of Anji Microelectronics Co., Ltd. was $4.0 million at December 31, 2010, and was reduced to
$2.5 million effective January 1, 2011.(4)
    
    Includes $3.5 million of asset retirement obligations.  Off-Balance Sheet Arrangements
   Operations Outside the United States
   35




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##### Table of Contents



Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Risk
  Foreign Currency Exchange Risk
    Changes in Market Risk
   36




---



##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
  
 Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
 Internal ControlIntegrated
Framework.
  
 Item 9B.
    
    Other Information
   37




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accountant Fees and Services
   38




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
  (1)
    
    Financial Statements:
 Reports of Independent Registered Public Accounting FirmConsolidated Balance Sheets  December 31, 2010 and 2009Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008Consolidated Statements of Stockholders Equity for the years ended December 31, 2010,
2009 and 2008Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008Notes to Consolidated Financial Statements
 (2)
    
    Financial Statement Schedule:
    (3)
    
    Exhibits
  Exhibit No.
    
    Description2.01
    
    
    Agreement and Plan of Merger, dated as of January 4,
2008 by and among Advanced Technology Materials, Inc.,
ATMI Acquisition Corp., and LevTech, Inc. (Filed as
Exhibit 10.30 to ATMIs 2007 Annual Report on Form 10-K,
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 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).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).4.02
    
    
    Rights Agreement, dated as of October 13, 2000, between
ATMI, Inc. and Fleet National Bank, as Rights Agent
(Filed as Exhibit 4.02 to ATMIs 2008 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by
reference).
  39




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##### Table of Contents



Exhibit No.
    
    Description10.01
    *
    
    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).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).10.08
    *
    
    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).10.09
    
    
    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).10.10
    *
    
    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).10.11
    *
    
    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)
  40




---



##### Table of Contents



Exhibit No.
    
    Description10.14
    
    
    Stock Purchase Agreement dated as of July 14, 2003 by
and among Advanced Technology Materials, Inc., Lente,
LLC and the Persons listed on the signature page thereto
(Filed as Exhibit 10.16 to ATMIs 2003 Annual Report on
Form 10-K, File No. 1-16239, and incorporated herein by
reference). (1)10.15
    *
    
    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).10.16
    *
    
    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).10.17
    *
    
    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).10.18
    
    
    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).10.19
    *
    
    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).10.20
    *
    
    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).10.21
    
    
    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).10.22
    *
    
    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).10.23
    
    
    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).10.24
    
    
    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).10.25
    *
    
    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).
  41




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##### Table of Contents



Exhibit No.
    
    Description10.26
    *
    
    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).10.27
    *
    
    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).10.28
    *
    
    Employment Agreement between Ellen Harmon and ATMI, Inc.
dated January 14, 2008 (Filed as Exhibit 10.33 to ATMIs
2007 Annual Report Form 10-K, File No. 1-16239, and
incorporated herein by reference).10.29
    *
    
    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).10.30
    *
    
    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).10.31
    
    
    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).10.32
    *
    
    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).10.33
    *
    
    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).10.34
    *
    
    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).10.35
    *
    
    Amendment to Employment Agreement between Ellen Harmon
and ATMI, Inc. dated April 14, 2008 (Filed as Exhibit
10.5 to ATMIs Current Report on Form 8-K, filed on
April 16, 2008, File No. 1-16239, and incorporated
herein by reference).10.36
    *
    
    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).10.37
    *
    
    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).
  42




---



##### Table of Contents



Exhibit No.
    
    Description10.38
    *
    
    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).10.39
    *
    
    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).10.40
    *
    
    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).10.41
    
    
    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.10.42
    
    
    Fourth Amendment to Agreement of Lease dated as of
October 30, 2008 by and between Commerce Park Realty,
LLC and Advanced Technology Materials, Inc.10.43
    *
    
    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).10.44
    *
    
    ATMI, Inc. Non-Employee Directors Deferred Compensation
Program of ATMI, Inc. 2010 Stock Plan.10.45
    
    
    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.10.46
    
    
    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.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.
 *
    
    Indicates a management contract or compensatory plan or arrangement.(1)
    
    Portions omitted pursuant to a request for confidential treatment.  43




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##### Table of Contents



SIGNATURES
 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.February 18, 2011By:
    
    /s/ Douglas A. Neugold

Douglas A. NeugoldChairman, President and Chief Executive Officer
 Pursuant 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.
 Signature
    
    Title
    
    Date/s/ Douglas A. Neugold

Douglas A. Neugold
    
    Chairman, President, Chief Executive Officer and
Director (principal executive officer)
    
    February 18, 2011/s/ Timothy C. Carlson

Timothy C. Carlson
    
    Executive Vice President, Chief Financial Officer
and Treasurer (principal financial and
accounting officer)
    
    February 18, 2011/s/ Mark A. Adley

Mark A. Adley
    
    Director
    
    February 18, 2011/s/ Eugene G. Banucci, Ph.D.

Eugene G. Banucci, Ph.D.
    
    Director
    
    February 18, 2011/s/ Robert S. Hillas

Robert S. Hillas
    
    Director
    
    February 18, 2011/s/ Stephen H. Mahle

Stephen H. Mahle
    
    Director
    
    February 18, 2011/s/ C. Douglas Marsh

C. Douglas Marsh
    
    Director
    
    February 18, 2011/s/ George M. Scalise

George M. Scalise
    
    Director
    
    February 18, 2011/s/ Cheryl L. Shavers, Ph.D.

Cheryl L. Shavers, Ph.D.
    
    Director
    
    February 18, 2011
  44




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##### Table of Contents



ATMI, INC.
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULE
 PageReports of Independent Registered Public Accounting Firm
    
    
    F-2Audited Financial StatementsConsolidated Balance Sheets  December 31, 2010 and 2009
    
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2010,
2009, and 2008
    
    
    F-5Consolidated Statements of Stockholders Equity for the years ended
December 31, 2010, 2009, and 2008
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2010,
2009, and 2008
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8Financial Statement ScheduleSchedule II  Valuation and Qualifying Accounts
    
    
    F-35
  F-1




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##### Table of Contents



F-2




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##### Table of Contents



.
   
  F-3




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share data)
 December 31,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    68,648
    
    
    $
    64,738Marketable securities, current portion
    
    
    58,495
    
    
    
    32,650Accounts receivable, net of allowances of $783 and $2,287, respectively
    
    
    54,518
    
    
    
    44,184Inventories, net
    
    
    62,832
    
    
    
    53,761Income taxes receivable
    
    
    4,627
    
    
    
    10,844Deferred income taxes
    
    
    6,801
    
    
    
    7,883Prepaid expenses
    
    
    14,384
    
    
    
    10,395Other current assets
    
    
    12,695
    
    
    
    8,988Total current assets
    
    
    283,000
    
    
    
    233,443Property, plant, and equipment, net
    
    
    119,053
    
    
    
    124,609Goodwill
    
    
    46,981
    
    
    
    33,394Other intangibles, net
    
    
    28,948
    
    
    
    23,202Marketable securities, non-current
    
    
    25,429
    
    
    
    10,590Deferred income taxes, non-current
    
    
    2,097
    
    
    
    2,238Other non-current assets
    
    
    28,081
    
    
    
    31,487Total assets
    
    $
    533,589
    
    
    $
    458,963Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    21,045
    
    
    $
    14,788Accrued liabilities
    
    
    5,918
    
    
    
    4,804Accrued salaries and related benefits
    
    
    12,163
    
    
    
    4,480Income taxes payable
    
    
    3,700
    
    
    
    1,800Other current liabilities
    
    
    3,911
    
    
    
    3,811Total current liabilities
    
    
    46,737
    
    
    
    29,683Deferred income taxes, non-current
    
    
    10,245
    
    
    
    6,886Other non-current liabilities
    
    
    18,182
    
    
    
    10,904Commitments 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;
39,640 and 39,354 issued and 31,495 and 31,388 outstanding in 2010
and 2009, respectively
    
    
    396
    
    
    
    393Additional paid-in capital
    
    
    435,840
    
    
    
    426,436Treasury stock at cost (8,145 and 7,966 shares in 2010 and 2009,
respectively)
    
    
    (230,272
    )
    
    
    (227,670
    )Retained earnings
    
    
    248,433
    
    
    
    208,927Accumulated other comprehensive income
    
    
    4,028
    
    
    
    3,404Total stockholders equity
    
    
    458,425
    
    
    
    411,490Total liabilities and stockholders equity
    
    $
    533,589
    
    
    $
    458,963
 See accompanying notes.
  F-4




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    $
    367,256
    
    
    $
    254,704
    
    
    $
    339,063Cost of revenues
    
    
    191,248
    
    
    
    152,520
    
    
    
    172,551Gross profit
    
    
    176,008
    
    
    
    102,184
    
    
    
    166,512Operating expenses:Research and development
    
    
    48,645
    
    
    
    37,162
    
    
    
    37,809Selling, general and administrative
    
    
    85,425
    
    
    
    76,359
    
    
    
    88,781Total operating expenses
    
    
    134,070
    
    
    
    113,521
    
    
    
    126,590Operating income (loss)
    
    
    41,938
    
    
    
    (11,337
    )
    
    
    39,922Interest income
    
    
    949
    
    
    
    1,196
    
    
    
    3,126Impairment of investments
    
    
    
    
    
    
    (2,486
    )
    
    
    (3,432
    )Other income (expense), net
    
    
    7,740
    
    
    
    (1,029
    )
    
    
    530Income (loss) before income taxes
    
    
    50,627
    
    
    
    (13,656
    )
    
    
    40,146Provision (benefit) for income taxes
    
    
    11,121
    
    
    
    (6,996
    )
    
    
    6,819Net income (loss)
    
    $
    39,506
    
    
    $
    (6,660
    )
    
    $
    33,327Earnings (loss) per common share  basic
    
    $
    1.26
    
    
    $
    (0.21
    )
    
    $
    1.06Weighted average shares outstanding  basic
    
    
    31,413
    
    
    
    31,398
    
    
    
    31,447Earnings (loss) per common share  diluted
    
    $
    1.24
    
    
    $
    (0.21
    )
    
    $
    1.04Weighted average shares outstanding  diluted
    
    
    31,895
    
    
    
    31,398
    
    
    
    32,078
 See accompanying notes.
  F-5




---



##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (in thousands)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-in
    
    
    Treasury
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income
    
    
    TotalBalance at December 31, 2007
    
    $
    390
    
    
    $
    412,423
    
    
    $
    (168,844
    )
    
    $
    180,973
    
    
    $
    9,441
    
    
    $
    434,383Issuance of 60 shares of common stock pursuant
to the exercise of employee stock options
    
    
    1
    
    
    
    1,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,319Issuance of 15 shares of common stock pursuant
to the employee stock purchase plan
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    324Purchase of 2,113 treasury shares
    
    
    
    
    
    
    
    
    
    
    (58,257
    )
    
    
    
    
    
    
    
    
    
    
    (58,257
    )Equity based compensation
    
    
    
    
    
    
    6,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,700Income tax benefit from equity-based compensation
    
    
    
    
    
    
    276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276Other
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,327
    
    
    
    
    
    
    
    33,327Reclassification adjustment related to
gain position, net of $925 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,574
    )
    
    
    (1,574
    )Change in fair value on available-for-sale
securities, net of deferred income tax of $938
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,598
    )
    
    
    (1,598
    )Reclassification adjustment to earnings related to
derivative financial instruments at prior
period
end, net of deferred income tax of $46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,925
    )
    
    
    (5,925
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,152Balance at December 31, 2008
    
    
    392
    
    
    
    421,040
    
    
    
    (227,101
    )
    
    
    214,300
    
    
    
    266
    
    
    
    408,897Issuance of 15 shares of common stock
pursuant to the exercise of employee stock
options
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236Purchase of 35 treasury shares
    
    
    
    
    
    
    
    
    
    
    (569
    )
    
    
    
    
    
    
    
    
    
    
    (569
    )Equity based compensation
    
    
    
    
    
    
    5,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,740Income tax deficiency from equity-based
compensation
    
    
    
    
    
    
    (579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (579
    )Other
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of adoption of new
accounting standard
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,287
    
    
    
    (1,287
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,660
    )
    
    
    
    
    
    
    (6,660
    )Reclassification adjustment related to
marketable securities sold in net unrealized
gain position, net of $32 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55
    )
    
    
    (55
    )Change in fair value on available-for-sale
securities, net of deferred income tax of $1,139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,940
    
    
    
    1,940Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,540
    
    
    
    2,540Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,235
    )Balance at December 31, 2009
    
    
    393
    
    
    
    426,436
    
    
    
    (227,670
    )
    
    
    208,927
    
    
    
    3,404
    
    
    
    411,490Issuance of 104 shares of common stock
pursuant to the exercise of employee stock
options
    
    
    1
    
    
    
    1,818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,819Purchase of 179 treasury shares
    
    
    
    
    
    
    
    
    
    
    (2,602
    )
    
    
    
    
    
    
    
    
    
    
    (2,602
    )Equity based compensation
    
    
    
    
    
    
    7,693
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,693Income tax deficiency from equity-based
compensation
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )Other
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,506
    
    
    
    
    
    
    
    39,506Reclassification adjustment related to
marketable securities sold in net unrealized
gain position, net of $282 tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (481
    )
    
    
    (481
    )Change in fair value on available-for-sale
securities, net of deferred income tax of $201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    343
    
    
    
    343Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    762
    
    
    
    762Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,130Balance at December 31, 2010
    
    $
    396
    
    
    $
    435,840
    
    
    $
    (230,272
    )
    
    $
    248,433
    
    
    $
    4,028
    
    
    $
    458,425
 See accompanying notes.
  F-6




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##### Table of Contents



ATMI, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Operating activitiesNet income (loss)
    
    $
    39,506
    
    
    $
    (6,660
    )
    
    $
    33,327Adjustments to reconcile net income (loss) to cash provided by operating activities:Depreciation and amortization
    
    
    26,718
    
    
    
    26,799
    
    
    
    24,141Provision for (reversal of) bad debt
    
    
    (798
    )
    
    
    1,381
    
    
    
    300Provision for inventory obsolescence
    
    
    625
    
    
    
    2,093
    
    
    
    1,544Deferred income taxes
    
    
    4,587
    
    
    
    (1,880
    )
    
    
    2,039Income tax benefit (deficiency) from share-based payment arrangements
    
    
    313
    
    
    
    (579
    )
    
    
    276Excess tax benefit from share-based payment arrangements
    
    
    
    
    
    
    
    
    
    
    (241
    )Equity-based compensation expense
    
    
    7,693
    
    
    
    5,740
    
    
    
    6,700Realized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    (1,967
    )Long-lived asset impairments
    
    
    544
    
    
    
    7,298
    
    
    
    177Loss from equity-method investments
    
    
    1,267
    
    
    
    1,167
    
    
    
    649Impairment of investments
    
    
    
    
    
    
    2,486
    
    
    
    3,432Gain on sale of equity investment
    
    
    (2,461
    )
    
    
    
    
    
    
    Gain on remeasurement of non-controlling interest
    
    
    (5,923
    )
    
    
    
    
    
    
    Other
    
    
    4
    
    
    
    281
    
    
    
    29Changes in operating assets and liabilities, net of effect of acquisitions:Accounts receivable
    
    
    (9,034
    )
    
    
    (2,790
    )
    
    
    20,608Inventories
    
    
    (9,197
    )
    
    
    400
    
    
    
    (9,489
    )Other assets
    
    
    (4,680
    )
    
    
    (3,767
    )
    
    
    2,579Accounts payable
    
    
    5,169
    
    
    
    1,808
    
    
    
    (8,698
    )Accrued expenses
    
    
    8,421
    
    
    
    (2,446
    )
    
    
    (7,821
    )Income taxes
    
    
    7,942
    
    
    
    (4,983
    )
    
    
    (5,755
    )Other liabilities
    
    
    (4,720
    )
    
    
    2,413
    
    
    
    (1,214
    )Net cash provided by operating activities
    
    
    65,976
    
    
    
    28,761
    
    
    
    60,616Investing activitiesCapital expenditures
    
    
    (16,173
    )
    
    
    (17,318
    )
    
    
    (50,621
    )Proceeds from the sale of property, plant and equipment
    
    
    142
    
    
    
    33
    
    
    
    26Acquisitions of cost-basis and equity-basis investments
    
    
    (3,144
    )
    
    
    
    
    
    
    (10,000
    )Acquisitions, net of cash acquired
    
    
    (3,928
    )
    
    
    
    
    
    
    (33,091
    )Purchases of marketable securities
    
    
    (101,235
    )
    
    
    (66,540
    )
    
    
    (44,856
    )Proceeds from sales or maturities of marketable securities
    
    
    60,432
    
    
    
    65,243
    
    
    
    85,886Proceeds from sale of cost-basis and equity-basis investments
    
    
    5,175
    
    
    
    
    
    
    
    Other
    
    
    (23
    )
    
    
    (14
    )
    
    
    Net cash used for investing activities
    
    
    (58,754
    )
    
    
    (18,596
    )
    
    
    (52,656
    )Financing activitiesExcess tax benefit from share-based payment arrangements
    
    
    
    
    
    
    
    
    
    
    241Purchases of treasury stock
    
    
    (2,602
    )
    
    
    (569
    )
    
    
    (59,234
    )Proceeds from exercise of stock options
    
    
    1,819
    
    
    
    236
    
    
    
    1,643Credit line borrowings
    
    
    1,724
    
    
    
    5,675
    
    
    
    13,917Credit line repayments
    
    
    (2,207
    )
    
    
    (6,291
    )
    
    
    (12,815
    )Payments of loans
    
    
    (2,379
    )
    
    
    
    
    
    
    (229
    )Other
    
    
    (46
    )
    
    
    (46
    )
    
    
    (64
    )Net cash used for financing activities
    
    
    (3,691
    )
    
    
    (995
    )
    
    
    (56,541
    )Effects of exchange rate changes on cash and cash equivalents
    
    
    379
    
    
    
    942
    
    
    
    (1,600
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,910
    
    
    
    10,112
    
    
    
    (50,181
    )Cash and cash equivalents, beginning of period
    
    
    64,738
    
    
    
    54,626
    
    
    
    104,807Cash and cash equivalents, end of period
    
    $
    68,648
    
    
    $
    64,738
    
    
    $
    54,626SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash interest paid
    
    $
    82
    
    
    $
    188
    
    
    $
    229Cash income taxes paid
    
    $
    12,237
    
    
    $
    1,552
    
    
    $
    14,109
 See accompanying notes.
  F-7




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##### Table of Contents



ATMI, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Summary of Significant Accounting Policies
 Description of Business
  Consolidation
  Use of Estimates
  Revenue Recognition and Accounts Receivable
   F-8




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Accounts Receivable Allowances
  Concentrations of Credit Risk
  Research and Development
  Cash and Cash Equivalents and Marketable Securities
   F-9




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Non-marketable Equity and Debt Securities
    F-10




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Inventories
   F-11




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Property, Plant, and Equipment, net
  Asset-Retirement Obligations
  Income Taxes
  Fair Value of Financial Instruments
    F-12




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Foreign Currency Exchange Contracts
    Goodwill and Other Indefinite-Lived Intangible Assets
   Other Long-Lived Assets
   F-13




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Intercompany Loans
  Translation of Foreign Currencies
  Equity-based Compensation
  Recently Issued Accounting Pronouncements
      F-14




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 2. Marketable Securities
  2010
    
    
    
    
    
    
    
    
    
    
    2009Gross
    
    
    
    
    
    
    
    
    
    
    GrossUnrealized
    
    
    Estimated
    
    
    
    
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gain (Loss)
    
    
    Fair Value
    
    
    Cost
    
    
    Gain (Loss)
    
    
    Fair ValueSecurities in unrealized gain
position:Common stock
    
    $
    251
    
    
    $
    1,545
    
    
    $
    1,796
    
    
    $
    343
    
    
    $
    2,029
    
    
    $
    2,372Government debt
obligations (1)
    
    
    16,661
    
    
    
    87
    
    
    
    16,748
    
    
    
    7,321
    
    
    
    51
    
    
    
    7,372GS (2) debt obligations
    
    
    23,049
    
    
    
    13
    
    
    
    23,062
    
    
    
    16,974
    
    
    
    20
    
    
    
    16,994Subtotal
    
    
    39,961
    
    
    
    1,645
    
    
    
    41,606
    
    
    
    24,638
    
    
    
    2,100
    
    
    
    26,738Securities in unrealized loss
position:Government debt
obligations (1)
    
    
    26,138
    
    
    
    (63
    )
    
    
    26,075
    
    
    
    909
    
    
    
    (1
    )
    
    
    908GS (2) debt obligations
    
    
    8,000
    
    
    
    (9
    )
    
    
    7,991
    
    
    
    13,022
    
    
    
    (29
    )
    
    
    12,993Auction-rate security (3)
    
    
    4,695
    
    
    
    (1,794
    )
    
    
    2,901
    
    
    
    4,672
    
    
    
    (2,071
    )
    
    
    2,601Subtotal
    
    
    38,833
    
    
    
    (1,866
    )
    
    
    36,967
    
    
    
    18,603
    
    
    
    (2,101
    )
    
    
    16,502Securities at amortized cost:Time deposits
    
    
    5,351
    
    
    
    
    
    
    
    5,351
    
    
    
    
    
    
    
    
    
    
    
    Government debt
obligations (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    5,351
    
    
    
    
    
    
    
    5,351
    
    
    
    
    
    
    
    
    
    
    
    Total marketable securities
    
    $
    84,145
    
    
    $
    (221
    )
    
    $
    83,924
    
    
    $
    43,241
    
    
    $
    (1
    )
    
    $
    43,240
 (1)
    
    State and municipal government debt obligations(2)
    
    Government sponsored(3)
    
    Massachusetts Educational Financing Authority (MEFA) auction rate security  Par Value
$5,000,000 less non-cash credit loss of $305,000   F-15




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 EstimatedCost
    
    
    Fair ValueDue in one year or less
    
    $
    31,588
    
    
    $
    31,659Due between one and three years
    
    $
    47,611
    
    
    $
    47,568Auction-rate security (due in 2038)
    
    $
    4,695
    
    
    $
    2,90183,894
    
    
    
    82,128Common stock
    
    
    251
    
    
    
    1,796$
    84,145
    
    
    $
    83,924
  Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    UnrealizedFair Value
    
    
    Losses
    
    
    Fair Value
    
    
    Losses
    
    
    Fair Value
    
    
    LossesGovernment debt obligations
    
    $
    26,075
    
    
    $
    (63
    )
    
    $
    0
    
    
    $
    0
    
    
    $
    26,075
    
    
    $
    (63
    )GS debt obligations
    
    
    7,991
    
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    7,991
    
    
    
    (9
    )Auction-rate security
    
    
    
    
    
    
    
    
    
    
    2,901
    
    
    
    (1,794
    )
    
    
    2,901
    
    
    
    (1,794
    )Total
    
    $
    34,066
    
    
    $
    (72
    )
    
    $
    2,901
    
    
    $
    (1,794
    )
    
    $
    36,967
    
    
    $
    (1,866
    )
  3. Inventories
  2010
    
    
    2009Raw materials
    
    $
    16,499
    
    
    $
    14,985Work in process
    
    
    2,133
    
    
    
    2,446Finished goods (1)
    
    
    46,575
    
    
    
    38,92465,207
    
    
    
    56,355Excess and obsolescence reserve
    
    
    (2,375
    )
    
    
    (2,594
    )Inventories, net
    
    $
    62,832
    
    
    $
    53,761
 (1)
    
    $3.8 million and $3.3 million of finished goods inventory resides at non-ATMI consignment
locations at December 31, 2010 and 2009, respectively.  
  F-16




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 4. Foreign Currency Exchange Contracts
   5. Fair Value Measurements
  Assets / Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measured UsingQuotedPrices inActive
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash & cash equivalents
    
    $
    68,648
    
    
    
    68,648
    
    
    
    
    
    
    
    Available-for-sale marketable securitiesCommon stock
    
    $
    1,796
    
    
    
    1,796
    
    
    
    
    
    
    
    Time deposits
    
    $
    5,351
    
    
    
    5,351
    
    
    
    
    
    
    
    Government debt
obligations (1)
    
    $
    42,823
    
    
    
    
    
    
    
    42,823
    
    
    
    GS (2) debt obligations
    
    $
    31,053
    
    
    
    
    
    
    
    31,053
    
    
    
    Auction-rate security
    
    $
    2,901
    
    
    
    
    
    
    
    
    
    
    
    2,901Foreign currency exchange contract asset
    
    $
    81
    
    
    
    81Foreign currency exchange contract liability
    
    $
    (750
    )
    
    
    (750
    )
    
    
    
    
    
    
    
 (1)
    
    State and municipal government debt obligations(2)
    
    Government sponsored  F-17




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)Available-For-Sale MarketableSecurities
    
    
    TotalBalance at December 31, 2009
    
    $
    2,601
    
    
    $
    2,601Total gains (losses), realized and unrealized:Included in net income
    
    
    
    
    
    
    Included in accumulated other comprehensive income
    
    
    300
    
    
    
    300Purchases, issuances, and settlements, net
    
    
    
    
    
    
    Transfers into (out of) Level 3
    
    
    
    
    
    
    Balance at December 31, 2010
    
    $
    2,901
    
    
    $
    2,901
  Assets / Liabilities Measured at Fair Value on a Nonrecurring Basis
     F-18




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     
  F-19




---



##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 6. Property, Plant and Equipment, Net
  December 31,2010
    
    
    2009Land
    
    $
    1,123
    
    
    $
    1,104Buildings
    
    
    25,739
    
    
    
    25,453Machinery and equipment
    
    
    138,664
    
    
    
    133,328Software
    
    
    28,252
    
    
    
    27,222Cylinders and canisters
    
    
    43,535
    
    
    
    37,230Furniture and fixtures
    
    
    2,751
    
    
    
    2,640Leasehold improvements
    
    
    26,488
    
    
    
    21,499Construction in progress
    
    
    2,105
    
    
    
    6,260268,657
    
    
    
    254,736Accumulated depreciation and amortization
    
    
    (149,604
    )
    
    
    (130,127
    )$
    119,053
    
    
    $
    124,609
       Year Ended December 31,2010
    
    
    2009
    
    
    2008Cost of revenues
    
    $
    10,531
    
    
    $
    10,633
    
    
    $
    9,207Research and development
    
    
    5,219
    
    
    
    4,381
    
    
    
    3,681Selling, general, and administrative
    
    
    7,006
    
    
    
    7,314
    
    
    
    7,178Total depreciation and amortization
    
    $
    22,756
    
    
    $
    22,328
    
    
    $
    20,066
 
  F-20




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 7. Goodwill and Other Intangibles
   Identified intangible assets
    
    $
    10,028Net liabilities acquired
    
    
    (1,770
    )Goodwill
    
    
    13,566Purchase price, net of cash acquired
    
    $
    21,824
    Patents &
    
    
    
    
    
    
    Total OtherGoodwill
    
    
    Trademarks
    
    
    Other
    
    
    IntangiblesBalance at December 31, 2008
    
    $
    33,355
    
    
    $
    25,226
    
    
    $
    1,976
    
    
    $
    27,202Amortization expense
    
    
    
    
    
    
    (3,604
    )
    
    
    (867
    )
    
    
    (4,471
    )Other, including foreign currency
translation (1)
    
    
    39
    
    
    
    138
    
    
    
    333
    
    
    
    471Balance at December 31, 2009
    
    $
    33,394
    
    
    $
    21,760
    
    
    $
    1,442
    
    
    $
    23,202Acquisitions
    
    
    13,566
    
    
    
    10,028
    
    
    
    
    
    
    
    10,028Amortization expense
    
    
    
    
    
    
    (3,502
    )
    
    
    (460
    )
    
    
    (3,962
    )Other, including foreign currency translation
    
    
    21
    
    
    
    (360
    )
    
    
    40
    
    
    
    (320
    )Balance at December 31, 2010
    
    $
    46,981
    
    
    $
    27,926
    
    
    $
    1,022
    
    
    $
    28,948
 (1)
    
    Includes $0.4 million of costs incurred in 2009 related to the asset purchase agreement with Artelis.  F-21




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Patents &
    
    
    
    
    
    
    Total OtherGoodwill
    
    
    Trademarks
    
    
    Other
    
    
    IntangiblesGross amount as of December 31, 2009
    
    $
    33,394
    
    
    $
    40,490
    
    
    $
    7,003
    
    
    $
    47,493Accumulated amortization
    
    
    
    
    
    
    (18,730
    )
    
    
    (5,561
    )
    
    
    (24,291
    )Balance at December 31, 2009
    
    $
    33,394
    
    
    $
    21,760
    
    
    $
    1,442
    
    
    $
    23,202Gross amount as of December 31, 2010
    
    $
    46,981
    
    
    $
    49,869
    
    
    $
    1,396
    
    
    $
    51,265Accumulated amortization
    
    
    
    
    
    
    (21,943
    )
    
    
    (374
    )
    
    
    (22,317
    )Balance at December 31, 2010
    
    $
    46,981
    
    
    $
    27,926
    
    
    $
    1,022
    
    
    $
    28,948
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Cost of revenues
    
    $
    313
    
    
    $
    296
    
    
    $
    133Selling, general, and administrative
    
    
    3,649
    
    
    
    4,175
    
    
    
    3,942Total amortization
    
    $
    3,962
    
    
    $
    4,471
    
    
    $
    4,075
  Year
    
    Amount2011
    
    $
    3,5912012
    
    
    3,5702013
    
    
    3,5702014
    
    
    3,5702015
    
    
    3,056Thereafter
    
    
    11,591Total
    
    $
    28,948
 8. Other Non-Current Assets
    F-22




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  9. Leases
   OperatingLeases2011
    
    $
    3,9392012
    
    
    2,1852013
    
    
    1,4662014
    
    
    9842015
    
    
    925Thereafter
    
    
    3,655Total minimum lease payments
    
    $
    13,154
     F-23




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Balance as of December 31, 2009
    
    $
    3,751Liabilities incurred
    
    
    87Liabilities settled
    
    
    (408
    )Accretion expense
    
    
    76Balance as of December 31, 2010
    
    $
    3,506
  10. Income Taxes
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Domestic
    
    $
    32,644
    
    
    $
    (20,784
    )
    
    $
    28,830Foreign
    
    
    17,983
    
    
    
    7,128
    
    
    
    11,316Total pre-tax income (loss)
    
    $
    50,627
    
    
    $
    (13,656
    )
    
    $
    40,146
  December 31,2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    4,144
    
    
    $
    (7,317
    )
    
    $
    1,919State
    
    
    74
    
    
    
    79
    
    
    
    809Foreign
    
    
    2,316
    
    
    
    2,154
    
    
    
    1,602Total current
    
    
    6,534
    
    
    
    (5,084
    )
    
    
    4,330Deferred:Federal
    
    
    4,174
    
    
    
    (117
    )
    
    
    3,314State
    
    
    739
    
    
    
    (392
    )
    
    
    (134
    )Foreign
    
    
    (326
    )
    
    
    (1,403
    )
    
    
    (691
    )Total deferred
    
    
    4,587
    
    
    
    (1,912
    )
    
    
    2,489$
    11,121
    
    
    $
    (6,996
    )
    
    $
    6,819
  F-24




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2010
    
    
    2009Deferred tax assets:Accrued liabilities
    
    $
    3,647
    
    
    $
    5,619Inventory reserves
    
    
    1,699
    
    
    
    1,866Net operating loss and tax credit carryforwards
    
    
    10,758
    
    
    
    7,383Equity-based compensation
    
    
    7,890
    
    
    
    6,850Other, net
    
    
    560
    
    
    
    42924,554
    
    
    
    22,147Valuation allowance
    
    
    (3,178
    )
    
    
    (579
    )21,376
    
    
    
    21,568Deferred tax liabilities:Depreciation and amortization
    
    
    (21,835
    )
    
    
    (17,475
    )Unrealized gain on marketable securities
    
    
    (651
    )
    
    
    (858
    )Other, net
    
    
    (237
    )
    
    
    (22,723
    )
    
    
    (18,333
    )Net deferred tax assets (liabilities)
    
    $
    (1,347
    )
    
    $
    3,235
    ExpirationFederal-Capital Loss
    
    $
    1,262
    
    
    2015$
    1,262State-NOLs
    
    
    513
    
    
    2014-2031-Credits
    
    
    857
    
    
    2011-2025-Credits
    
    
    589
    
    
    None$
    1,959Foreign- NOLs
    
    
    6,112
    
    
    None- Credits
    
    
    1,425
    
    
    2012-2013$
    7,537Total
    
    $
    10,758
  F-25




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  For the Year Ended December 31,2010
    
    
    2009
    
    
    2008U.S. statutory rate
    
    $
    17,719
    
    
    $
    (4,779
    )
    
    $
    14,052State income taxes
    
    
    529
    
    
    
    (196
    )
    
    
    439Foreign income taxes
    
    
    (8,322
    )
    
    
    (2,375
    )
    
    
    (2,039
    )Tax exempt income
    
    
    (112
    )
    
    
    (213
    )
    
    
    (705
    )Change in valuation allowance
of deferred tax assets
    
    
    1,854
    
    
    
    133
    
    
    
    (24
    )Adjustment to tax liabilities
    
    
    (213
    )
    
    
    457
    
    
    
    (2,371
    )Research & development credits
    
    
    (846
    )
    
    
    (284
    )
    
    
    (2,442
    )Other, net
    
    
    512
    
    
    
    261
    
    
    
    (91
    )$
    11,121
    
    
    $
    (6,996
    )
    
    $
    6,819
     Beginning Balance  January 1, 2010
    
    $
    6,182Increases from prior period positions
    
    
    241Decreases from prior period positions
    
    
    (586
    )Increases from current period positions
    
    
    1,293Decreases from current period positions
    
    
    Decreases related to settlements with taxing authorities
    
    
    (1,130
    )Decreases from lapse of statute of limitations
    
    
    (409
    )Ending Balance  December 31, 2010
    
    $
    5,591
   F-26




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 11. Defined Contribution Plan
  12. Stockholders Equity
  December 31,2010
    
    
    2009
    
    
    2008Cost of revenues
    
    $
    357
    
    
    $
    315
    
    
    $
    339Research and development
    
    
    866
    
    
    
    523
    
    
    
    530Selling, general, and administrative
    
    
    6,470
    
    
    
    4,902
    
    
    
    5,831Total equity-based compensation expense
    
    
    7,693
    
    
    
    5,740
    
    
    
    6,700
  Summary of Plans
   F-27




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  # of# of Shares
    
    
    SharesStock Plan
    
    Approved
    
    
    Available2003 Stock Plan (1)
    
    
    3,000
    
    
    
    4122010 Stock Plan (1)
    
    
    3,000
    
    
    
    3,000Employee Stock Purchase Plan (2)
    
    
    1,000
    
    
    
    257Totals
    
    
    7,000
    
    
    
    3,669
 (1)
    
    Exercise prices for ISOs and non-qualified stock options granted under this plan may
not be less than 100 percent of the fair market value for the Companys common stock on the
date of grant.(2)
    
    Employees may purchase shares at 95 percent of the closing price on the day previous
to the last day of each six-month offering period. This plan is not considered to be
compensatory. Fair Value
   2010
    
    
    2009
    
    
    2008Stock option grants:Risk free interest rate
    
    
    3.00
    %
    
    
    2.15
    %
    
    
    3.61
    %Expected term, in years
    
    
    7.40
    
    
    
    7.20
    
    
    
    6.70Expected volatility
    
    
    44.0
    %
    
    
    41.4
    %
    
    
    36.0
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  F-28




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Stock Option and Restricted Stock Activity
  Number
    
    
    Average
    
    
    Average
    
    
    Aggregateof
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Life
    
    
    ValueOutstanding at December 31, 2009
    
    
    2,196
    
    
    $
    24.68Granted
    
    
    217
    
    
    $
    16.86Exercised
    
    
    (91
    )
    
    $
    17.76Forfeited
    
    
    (391
    )
    
    $
    26.42Outstanding at December 31, 2010
    
    
    1,931
    
    
    $
    21.87
    
    
    
    4.6
    
    
    $
    2,730Exercisable at December 31, 2010
    
    
    1,489
    
    
    $
    22.96
    
    
    
    3.5
    
    
    $
    1,136
    AverageNumber
    
    
    Grantof
    
    
    Date FairShares
    
    
    ValueNonvested at December 31, 2009
    
    
    1,117
    
    
    $
    20.99Granted
    
    
    424
    
    
    $
    17.15Vested
    
    
    (177
    )
    
    $
    28.14Forfeited
    
    
    (180
    )
    
    $
    16.10Nonvested at December 31, 2010
    
    
    1,184
    
    
    $
    19.28
  F-29




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Earnings Per Share
  2010
    
    
    2009
    
    
    2008Numerator:Net income (loss)
    
    $
    39,506
    
    
    
    (6,660
    )
    
    $
    33,327Denominator:Denominator for basic earnings (loss) per share
 weighted average shares
    
    
    31,413
    
    
    
    31,398
    
    
    
    31,447Dilutive effect of employee stock options
    
    
    36
    
    
    
    
    
    
    
    279Dilutive effect of restricted stock
    
    
    446
    
    
    
    
    
    
    
    352Denominator for diluted earnings (loss) per
common share  weighted average shares
    
    
    31,895
    
    
    
    31,398
    
    
    
    32,078Earnings (loss) per share-basic
    
    $
    1.26
    
    
    $
    (0.21
    )
    
    $
    1.06Earnings (loss) per share-diluted
    
    $
    1.24
    
    
    $
    (0.21
    )
    
    $
    1.04
  2010
    
    
    2009
    
    
    2008Antidilutive shares
    
    
    1,450
    
    
    
    1,934
    
    
    
    1,484
     F-30




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 13. Accumulated Other Comprehensive Income
  UnrealizedGain (Loss)
    
    
    Unrealizedon
    
    
    Gain (Loss)Currency
    
    
    Available-
    
    
    onTranslation
    
    
    for-Sale
    
    
    DerivativeAdjustments
    
    
    Securities
    
    
    Instruments
    
    
    TotalBalance at December 31, 2007
    
    $
    6,790
    
    
    $
    2,573
    
    
    $
    78
    
    
    $
    9,441Reclassification adjustment related to marketable
securities in unrealized gain position at prior period
end, net of $925 tax benefit (1)
    
    
    
    
    
    
    (1,574
    )
    
    
    
    
    
    
    (1,574
    )Change in fair value of available-for-sale securities,
net of deferred income tax of $109
    
    
    
    
    
    
    (1,598
    )
    
    
    
    
    
    
    (1,598
    )Change in fair value of derivative financial instruments,
net of deferred income tax of $938
    
    
    
    
    
    
    
    
    
    
    (78
    )
    
    
    (78
    )Cumulative translation adjustment
    
    
    (5,925
    )
    
    
    
    
    
    
    
    
    
    
    (5,925
    )Balance at December 31, 2008
    
    $
    865
    
    
    $
    (599
    )
    
    $
    0
    
    
    $
    266Cumulative effect of adoption of new accounting standard
    
    
    
    
    
    
    (1,287
    )
    
    
    
    
    
    
    (1,287
    )Reclassification adjustment related to marketable
securities in unrealized gain position at prior period
end, net of $32 tax provision (1)
    
    
    
    
    
    
    (55
    )
    
    
    
    
    
    
    (55
    )Change in fair value of available-for-sale securities,
net of deferred income tax of $1,139
    
    
    
    
    
    
    1,940
    
    
    
    
    
    
    
    1,940Cumulative translation adjustment
    
    
    2,540
    
    
    
    
    
    
    
    
    
    
    
    2,540Balance at December 31, 2009
    
    $
    3,405
    
    
    $
    (1
    )
    
    
    
    
    
    $
    3,404Reclassification adjustment related to marketable
securities in net unrealized gain position at prior period
end, net of $282 tax provision (1)
    
    
    
    
    
    
    (481
    )
    
    
    
    
    
    
    (481
    )Change in fair value of available-for-sale securities,
net of deferred income tax of $201
    
    
    
    
    
    
    343
    
    
    
    
    
    
    
    343Cumulative translation adjustment
    
    
    762
    
    
    
    
    
    
    
    
    
    
    
    762Balance at December 31, 2010
    
    $
    4,167
    
    
    $
    (139
    )
    
    
    
    
    
    $
    4,028
 (1)
    
    Determined based on the specific identification method  F-31




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 14. Commitments, Contingencies, and Other
      Other
  15. Segments
    F-32




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  For the Year Ended December 31,(In thousands)
    
    2010
    
    
    2009
    
    
    2008Microelectronics
    
    $
    336,519
    
    
    $
    230,707
    
    
    $
    310,141Life sciences
    
    $
    30,737
    
    
    $
    23,997
    
    
    $
    28,922Total
    
    $
    367,256
    
    
    $
    254,704
    
    
    $
    339,063
 16. Geographic Data
  Other
    
    
    
    
    
    
    Europe and(In thousands)
    
    U.S.
    
    
    Taiwan
    
    
    Japan
    
    
    South Korea
    
    
    Pacific Rim
    
    
    Belgium
    
    
    Other
    
    
    TotalDecember 31, 2010Revenues
    
    $
    64,824
    
    
    $
    89,415
    
    
    $
    49,539
    
    
    $
    67,743
    
    
    $
    56,377
    
    
    $
    2,050
    
    
    $
    37,308
    
    
    $
    367,256Long-lived assets
    
    
    159,267
    
    
    
    7,581
    
    
    
    8,473
    
    
    
    6,118
    
    
    
    285
    
    
    
    41,013
    
    
    
    326
    
    
    
    223,063December 31, 2009Revenues
    
    $
    50,347
    
    
    $
    55,454
    
    
    $
    36,482
    
    
    $
    51,555
    
    
    $
    31,347
    
    
    $
    2,759
    
    
    $
    26,760
    
    
    $
    254,704Long-lived assets
    
    
    168,678
    
    
    
    8,513
    
    
    
    7,354
    
    
    
    3,274
    
    
    
    265
    
    
    
    24,216
    
    
    
    392
    
    
    
    212,692December 31, 2008Revenues
    
    $
    76,949
    
    
    $
    79,547
    
    
    $
    43,068
    
    
    $
    46,909
    
    
    $
    48,388
    
    
    $
    2,900
    
    
    $
    41,302
    
    
    $
    339,063Long-lived assets
    
    
    185,022
    
    
    
    9,386
    
    
    
    7,644
    
    
    
    3,476
    
    
    
    239
    
    
    
    23,696
    
    
    
    407
    
    
    
    229,870
   F-33




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##### Table of Contents



ATMI, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 17. Quarterly Results of Operations

(Unaudited)
  QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth2010Revenues
    
    $
    85,311
    
    
    $
    90,996
    
    
    $
    94,960
    
    
    $
    95,989Gross profit
    
    
    41,689
    
    
    
    43,555
    
    
    
    45,661
    
    
    
    45,103Operating income
    
    
    11,994
    
    
    
    10,644
    
    
    
    10,688
    
    
    
    8,612Net income
    
    $
    8,666
    (a)
    
    $
    7,598
    
    
    $
    9,477
    (b)
    
    $
    13,765
    (c)Basic income per common share:Earnings per common share
    
    $
    0.27
    
    
    $
    0.24
    
    
    $
    0.30
    
    
    $
    0.44Diluted income per common share:Earnings per common share
    
    $
    0.27
    
    
    $
    0.24
    
    
    $
    0.30
    
    
    $
    0.432009Revenues
    
    $
    37,362
    
    
    $
    60,095
    
    
    $
    72,610
    
    
    $
    84,637Gross profit
    
    
    6,931
    (d)
    
    
    23,807
    
    
    
    33,038
    
    
    
    38,408Operating income (loss)
    
    
    (26,960
    )(e)
    
    
    (3,191
    )
    
    
    8,038
    
    
    
    10,776Net income (loss)
    
    $
    (18,424
    )(f)
    
    $
    (1,744
    )
    
    $
    6,539
    (g)
    
    $
    6,969Basic income (loss) per common share:Earnings (loss) per common share
    
    $
    (0.59
    )
    
    $
    (0.06
    )
    
    $
    0.21
    
    
    $
    0.22Diluted income (loss) per common share:Earnings (loss) per common share
    
    $
    (0.59
    )
    
    $
    (0.06
    )
    
    $
    0.21
    
    
    $
    0.22
 (a)
    
    Includes a $0.5 million gain from the sale of a marketable security and a $0.5 million tax
benefit (including interest) recognized to reverse previously established reserves for
uncertain tax positions.(b)
    
    Includes a $2.5 million pre-tax gain on sale of shares of one of our equity-method investees.(c)
    
    Includes a $5.9 million fair value remeasurement gain related to acquisition of Artelis, a
$1.2 million tax benefit (including interest) recognized to reverse previously established
reserves for uncertain tax positions, a $2.1 tax benefit related to a European dividend, and a
$1.9 million charge related to changes in valuation allowances.(d)
    
    Includes $1.1 million charge for incremental excess and obsolescence related to product
discontinuances and a general reserve to cover expected product shelf-life issues; and $2.9
million impairment charge in cost of revenues for long-lived assets written down to their
estimated fair values primarily related to the planned idling of manufacturing capacity of our
gas products.(e)
    
    Includes $1.5 million impairment charge for long-lived assets written down to their estimated
fair values related primarily to idled equipment used in our research and development efforts;
$1.5 million charge to increase our reserves for bad debt to cover exposures related to
customer bankruptcy filings and uncertainties of collections; and $1.8 million impairment
charge in selling, general and administrative expense for long-lived assets written down to
their estimated fair values primarily related to redundant enterprise management software.(f)
    
    Includes a $2.5 million impairment charge, primarily related to a write-down associated with
an auction-rate security.(g)
    
    Includes a $0.7 million charge related to statutes of limitations expirations.  F-34




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##### Table of Contents



ATMI, Inc.
 
 Schedule II  Valuation and Qualifying Accounts
Three Years Ended December 31, 2010
 Allowances for Doubtful Accounts and Sales Returns:Balance December 31, 2007
    
    $
    670Provision charged to income
    
    
    300Doubtful accounts written off (net)
    
    
    (9
    )Other adjustments
    
    
    (3
    )Balance December 31, 2008
    
    
    958Provision charged to income
    
    
    1,381Doubtful accounts written off (net)
    
    
    (68
    )Other adjustments
    
    
    16Balance December 31, 2009
    
    
    2,287Provision charged to income
    
    
    (798
    )Doubtful accounts written off (net)
    
    
    (799
    )Other adjustments
    
    
    93Balance December 31, 2010
    
    $
    783Allowance for Excess and Obsolete Inventories:Balance December 31, 2007
    
    $
    2,317Provision charged to income
    
    
    1,544Disposals of inventory written off
    
    
    (1,131
    )Other adjustments
    
    
    (361
    )Balance December 31, 2008
    
    
    2,369Provision charged to income
    
    
    2,093Disposals of inventory written off
    
    
    (1,798
    )Other adjustments
    
    
    (70
    )Balance December 31, 2009
    
    
    2,594Provision charged to income
    
    
    625Disposals of inventory written off
    
    
    (648
    )Other adjustments
    
    
    (196
    )Balance December 31, 2010
    
    $
    2,375Future Income Tax Benefits  Valuation Allowance:Balance December 31, 2007
    
    $
    278Additions charged to income tax expense
    
    
    52Reductions credited to income tax expense
    
    
    (76
    )Other adjustments
    
    
    192Balance December 31, 2008
    
    
    446Additions charged to income tax expense
    
    
    147Reductions credited to income tax expense
    
    
    (14
    )Balance December 31, 2009
    
    
    579Additions charged to income tax expense
    
    
    1,904Reductions credited to income tax expense
    
    
    (50
    )Other adjustments
    
    
    745Balance December 31, 2010
    
    $
    3,178
  F-35