Three and Six Months Ended June 30, 2012 as Compared to 2011

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Disclosures included in this Form 10-Q contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as "anticipate," "plan," "believe," "seek," "estimate," "expect," "could," and words of similar meanings and include, without limitation, statements about the expected future business and financial performance of ATMI such as financial projections, expectations for demand and sales of new and existing products, customer and supplier relationships, research and development programs, market and technology opportunities, international trends, business strategies, business opportunities, objectives of management for future operations, microelectronics industry (including wafer start) growth, and trends in the markets in which the Company participates. Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions because of changes in political, economic, business, competitive, market, regulatory, and other factors. Certain factors that could cause such positive or negative differences include:

• variation in profit margin caused by increases or decreases in shipment volume, product quality issues, reductions in, or obsolescence of, inventory, inefficiencies in production facilities and shifts in product mix;

• cyclicality in the markets in which we operate;

• disruptions in global credit and financial markets, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, inflationary or deflationary pressures, and uncertainty about economic stability;

• aggressive management of inventory levels by our customers and their customers;

• availability of supply from a single or limited number of suppliers or from suppliers in a single country;

• highly competitive markets for our products;

• inability to realize our anticipated gains from investments in new technology;

• changes in export controls, environmental and other laws or policies, as well as the general political and economic conditions, exchange rate fluctuations, security risks, health conditions and possible disruptions in transportation networks, of the various countries in which we operate;

• potential natural disasters in locations where we, our customers, or our suppliers operate;

• climate change and compliance with climate change related country regulations:

• loss, or significant curtailment, of purchases by one or more of our largest customers;

• customer-driven pricing pressures adversely affecting our average selling prices and margin;

• inability to meet customer demand from quarter to quarter, causing us to incur expedited shipping costs or hold excess or obsolete inventory;

• changing tax laws, taxation and audit by taxing authorities in the various countries in which we operate;

• competition for highly skilled scientific, technical, managerial and marketing personnel;

• inability to continue to anticipate rapidly changing technologies and market trends, to enhance our existing products and processes, to develop and commercialize new products and processes, and to expand through selected acquisitions of technologies or businesses or other strategic alliances;

• inability to protect our competitive position via our patents, patent applications, and licensed technology in the United States and other countries; restrictions on our ability to make and sell our products as a result of competitors' patents; costly and time-consuming patent litigation;

• risk of product liability claims beyond existing insurance coverage levels resulting from the manufacture and sale of our products, which include thin film and other toxic materials;

• inability to realize the anticipated benefits of acquisitions due to difficulties integrating acquired businesses with our current operations;

• fluctuations in currency exchange rates;

• risk of information technology system failures which could lead to security breaches, loss of data or network disruptions;

• governmental regulations related to the storage, use, and disposal of certain toxic or otherwise hazardous chemicals in our manufacturing, processing and research and development activities, as well as regulations applicable to both operators and owners of property where releases of hazardous substances may have occurred (including releases by prior occupants); and

• uncertainty regarding compliance matters and higher costs resulting from changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and new regulations from the SEC.

These risks and uncertainties are described in more detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and our other subsequent filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings. Like other companies, we are susceptible to macroeconomic downturns in the United States or abroad that may affect the general economic climate and our performance and the performance of our customers. The price of our common stock is subject to volatility due to fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control. ATMI undertakes no obligation to update publicly or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

Company Overview

ATMI, Inc. (together with its subsidiaries, collectively referred to as the "Company," "ATMI," or "we") believes it is among the leading suppliers of high performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our Microelectronics segment products consist of "front-end" semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, and high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids to microelectronics processes. ATMI targets semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly proliferating through the consumer products, information technology, automotive, and communications industries. The market for microelectronics devices is continually changing, which drives demand for new products and technologies that have improved performance at lower cost. ATMI's customers include many of the leading semiconductor manufacturers in the world who target leading-edge technologies. In our LifeSciences segment, ATMI also addresses an increasing number of critical materials handling needs for the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology, vaccine, laboratory and cell therapy markets, which we believe offer significant growth potential. ATMI's objective is to meet the demands of our microelectronics and life sciences customers with solutions that maximize the efficiency and safety of their manufacturing processes, reduce capital or operating costs, and minimize the time to develop new products and integrate them into their processes.

Results of Operations

The following table provides a summary of consolidated results of operations for
the three and six months ended June 30, 2012 and 2011:



                                         Three Months Ended                              Six Months Ended
                                              June 30,                                       June 30,
                                        2012           2011          % Change          2012           2011         % Change
Revenues                              $ 105,899      $ 104,027             1.8 %     $ 198,473      $ 204,751           (3.1 %)
Cost of revenues                         52,425         54,565            (3.9 %)      100,817        107,198           (6.0 %)

Gross profit                             53,474         49,462             8.1 %        97,656         97,553            0.1 %
Gross profit margin                        50.5 %         47.5 %                          49.2 %         47.6 %
Operating expenses:
Research and development                 13,825         14,251            (3.0 %)       28,314         27,702            2.2 %
Selling, general and administrative      22,713         19,763            14.9 %        46,259         42,745            8.2 %

Total operating expenses                 36,538         34,014             7.4 %        74,573         70,447            5.9 %

Operating income                         16,936         15,448             9.6 %        23,083         27,106          (14.8 %)
Interest income                             305            289             5.5 %           630            713          (11.6 %)
Other expense, net                         (457 )           (8 )      (5,612.5 %)         (763 )         (132 )       (478.0 %)

Income before income taxes               16,784         15,729             6.7 %        22,950         27,687          (17.1 %)
Provision for income taxes                5,361          4,595            16.7 %         7,665          8,546          (10.3 %)

Effective tax rate                         31.9 %         29.2 %                          33.4 %         30.9 %
Net income                            $  11,423      $  11,134             2.6 %     $  15,285      $  19,141          (20.1 %)

Consolidated Summary

Second quarter 2012 revenue of $105.9 million increased by 1.8 percent compared to the second quarter of 2011 driven primarily by the positive contribution from the SDS Direct Transaction which was completed last year and single-use growth in our LifeSciences segment.

Revenues for the first half of 2012 were $198.5 million, down 3.1 percent compared to the first half of 2011, driven by the reduction in our Microelectronics segment which was caused by weaker copper materials sales due to improved materials efficiency by our customers and reduced flat panel display sales partially offset by increased SDS Direct revenue. Lower Microelectronics revenue was partially offset by growth in our LifeSciences segment due to strong bioreactor and mixing-related consumable sales.

Consolidated gross profit margin in the second quarter of 2012 was 50.5 percent, an increase of 3 percentage points compared to the prior year quarter. The main driver in the second quarter of 2012 was the increased SDS volumes resulting from current year direct sales at higher contribution margins compared to 2011.

Consolidated gross profit margin for the first half of 2012 was 49.2 percent, an increase of 1.6 percentage points over the same period in 2011, driven by improved contribution margins from SDS.

Research and development ("R&D") expense decreased 3.0 percent to $13.8 million in the second quarter of 2012 from $14.3 million in the second quarter of 2011. The decrease in R&D spending was caused by reduced employee incentive compensation ($0.7 million).

R&D expense for the first half of 2012 increased 2.2 percent to $28.3 million driven by increases in spending on prototypes, consulting, and patents, partially offset by cost reimbursements related to a collaborative development agreement and reduced employee incentives.

Sales, general & administrative ("SG&A") expenses increased 14.9 percent to $22.7 million in the second quarter of 2012 from $19.8 million in the second quarter of 2011. The increase was driven by severance ($0.7 million), increased SDS Direct costs ($1.1 million) and prior year one-time benefits recognized for capital-based tax credits of $1.2 million and a gain on the estimated fair value of contingent consideration of $0.9 million, partially offset by lower employee-related cost of $0.6 million (reduced employee incentive compensation of $1.6 million partially offset by increased salaries of $0.9 million).

For the six months ended June 30, 2012, SG&A expense increased 8.2 percent to $46.3 million compared to the same period of 2011 driven by increased consulting as we seek to more rapidly commercialize certain new products ($0.8 million), increased SDS Direct costs ($2.0 million), severance ($1.1 million), increased employee costs of $2.0 million (salaries $1.5 million and equity compensation $0.5 million) and increased travel ($0.6 million) and the previously mentioned capital-based tax credit of $1.2 million, partially offset by reduced employee incentives ($2.5 million).

Operating income increased 9.6 percent to $16.9 million in the second quarter of 2012 compared to the second quarter of 2011, driven by the factors noted above.

For the first half of 2012, operating income declined 14.8 percent to $23.1 million.

Interest income was flat in the second quarter of 2012 compared to the second quarter of 2011 and was also flat for the six months ended June 2012 compared to June 2011.

In the second quarter of 2012, other expense, net, was $0.5 million driven by the $0.5 million recognized loss on the sale of an Auction Rate Security.

Our effective income tax rate was 31.9 percent and 33.4 percent for the three and six month periods ended June 30, 2012, respectively. Our effective income tax rate is calculated based on full-year assumptions and is affected by the mix of income attributable to the various countries in which we conduct business, the increase in the valuation allowance on certain foreign losses, such as Artelis, and the impact of our reserves. It excludes the benefit of the U.S. Federal R&D credit which expired at the end of 2011. In the first six months of 2012, if a tax benefit had been reflected on the foreign losses, and the U.S. Federal R&D credit had been taken into account, our effective income tax rate would have been approximately 27.0 percent.

SDS Direct Transition

Revenues in the second quarter of 2012 included a net positive impact of $5.8 million associated with the SDS Direct transaction. We recognized incremental revenues of $7.7 million from regions that are fully transitioned, which was partially offset by $0.8 million of payments to repurchase previously recognized product shipments into our former distributor's channel, as well as an estimated $1.1 million impact due to excess inventory in the SDS distribution channel in regions where the former distributor continued to sell product until ATMI secured the appropriate licenses to fully conduct business. We spent $0.2 million on incremental cost of revenues associated with integration related activities in the second quarter of 2012. We continue to anticipate that the financial benefits disclosed as part of our SDS Direct announcement in November 2011 will be realized. Going forward, we expect increased revenues of $7 million to $8 million per quarter; an approximately 2 percent improvement in gross margins, a $1 million to $2 million increase to selling, general and administrative ("SG&A") expense per quarter, and $0.08 to $0.09 of incremental quarterly earnings per diluted share, compared to our pre-transaction run rate.