asm international n v form 20-f filed...

Business AddressVERSTERKERSTRAAT 81322 AP ALMERETHE NETHERLANDS P7850126022434221

Mailing AddressPO BOX 601651320 AE ALMERETHE NETHERLANDS P785012

SECURITIES AND EXCHANGE COMMISSION

FORM 20-FAnnual and transition report of foreign private issuers pursuant to sections 13 or 15(d)

Filing Date: 2013-04-04 | Period of Report: 2012-12-31SEC Accession No. 0000351483-13-000011

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FILERASM INTERNATIONAL N VCIK:351483| IRS No.: 980101743 | Fiscal Year End: 1231Type: 20-F | Act: 34 | File No.: 000-13355 | Film No.: 13742382SIC: 3559 Special industry machinery, nec

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Table of Contents

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549____________________________________

FORM 20-F_____________________________________

o Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934.

x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.For the fiscal year ended December 31, 2012

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of event requiring this shell company report

For the transition period from to

Commission File Number: 0-13355____________________________________________

ASM INTERNATIONAL NV(Exact name of Registrant as specified in its charter)___________________________________________

The Netherlands(jurisdiction of incorporation or organization)

Versterkerstraat 8, 1322 AP, Almere, the Netherlands(Address of principal executive offices)

Richard BowersTelephone: (602) 432-1713

Fax: (602) 470-2419Email: [email protected]

Address: 3440 E. University Dr., Phoenix, AZ 85034, USA(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

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

Title of each class Name of each exchange on which registeredCommon Shares, par value € 0.04 The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant toSection 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant toSection 15(d) of the Act: None

____________________________

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report: 63,095,986 common shares; 0 preferred shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No oIf this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or

15(d) of the Securities Exchange Act of 1934. Yes o No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP x International Financial Reporting Standards as issued by the International



Accounting Standards Board o Other oIf “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to

follow:Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct): Yes o No x



Table of Contents

TABLE OF CONTENTS

Part I.Item 1 Identity of Directors, Senior Management and Advisors 4

Item 2 Offer Statistics and Expected Timetable 4

Item 3 Key Information 5A. Selected Consolidated Financial Data 5B. Capitalization and Indebtedness 7C. Reasons for the Offer and Use of Proceeds 7D. Risk Factors 7

Item 4 Information on the Company 20A. History and Development of the Company 20B. Business Overview 20C. Organizational Structure 38D. Property, Plant and Equipment 38

Item 4A Unresolved Staff Comments 39

Item 5 Operating and Financial Review and Prospects 39A. Operating Results 40B. Liquidity and Capital Resources 54C. Research and Development, Patents and Licenses, etc. 56D. Trend Information 57E. Off-Balance Sheet Arrangements 57F. Tabular Disclosure of Contractual Obligations 57

Item 6 Directors, Senior Management and Employees 58A. Directors and Senior Management 58B. Compensation 60C. Board Practices 60D. Employees 61E. Share Ownership 62

Item 7 Major Shareholders and Related Party Transactions 62A. Major Shareholders 62B. Related Party Transactions 63C. Interests of Experts & Counsel 63

Item 8 Financial Information 63A. Consolidated Statements and Other Financial Information 64B. Significant Changes 64

Item 9 The Offer and Listing 64A. Offer and Listing Details 64B. Plan of Distribution 65C. Markets 65



D. Selling Shareholders 65E. Dilution 65F. Expenses of the Issue 65

Item 10 Additional Information 65A. Share Capital 65B. Memorandum and Articles of Association 66C. Material Contracts 66

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D. Exchange Controls 66E. Taxation 66F. Dividends and Paying Agents 72G. Statement by Experts 72H. Documents on Display 72I. Subsidiary Information 73

Item 11 Quantitative and Qualitative Disclosures About Market Risk 73

Item 12 Description of Securities Other Than Equity Securities 76

Part IIItem 13 Defaults, Dividend Arrearages and Delinquencies 76Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 76Item 15 Controls and Procedures 76Item 16 77

A. Audit Committee Financial Expert 77B. Code of Ethics 77C. Principal Accountant Fees and Services 77D. Exemptions from the Listing Standards for Audit Committees 78E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 78F. Change in Registrant’s Certifying Accountant 79G. Corporate Governance 79

Part IIIItem 17 Financial Statements 80Item 18 Financial Statements 80Item 19 Exhibits 80

Signatures S-1

Index to Consolidated Financial Statements F-1

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PART IAs used in this report, the terms “we,” “us,” “our,” “ASMI,” and “ASM International” mean ASM International NV and its

subsidiaries, unless the context indicates another meaning, and the term “common shares” means our common shares, parvalue €0.04 per share. Since we are a Netherlands company, the par value of our common shares is expressed in euros(“€”). The terms “United States” and “US” refer to the United States of America.

Forward Looking Safe Harbor StatementSome of the information in this report constitutes forward-looking statements within the meaning of the United States

federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Thesestatements include, among others, statements regarding future revenue, sales, income, expenditures, sufficiency of cashgenerated from operations, maintenance of a substantial interest in ASM Pacific Technology Ltd, business strategy, productdevelopment, product acceptance, market penetration, market demand, return on investment in new products, productshipment dates, corporate transactions, restructurings, liquidity and financing matters, currency fluctuations, litigationinvolving intellectual property, shareholder matters, and outlooks. These statements may be found under Item 4,“Information on the Company,” Item 5, “Operating and Financial Review and Prospects” and elsewhere in this report.Forward-looking statements are statements other than statements of historical fact and typically are identified by use ofterms such as “may,” “could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,”“intend,” “continue” and similar words, although some forward-looking statements are expressed differently. You should beaware that these statements involve risks and uncertainties and our actual results could differ materially from thosecontained in the forward-looking statements due to a number of factors, including the matters discussed in Item 4,“Information on the Company” and the risks discussed in Item 3.D, “Risk factors.” The risks described are not the only onesfacing ASMI. Some risks are not yet known and some that we do not currently believe to be material could later becomematerial. Each of these risks could materially affect our business, revenues, income, assets, liquidity and capital resources.All statements are made as of the date of this report, and we assume no obligation to update or revise any forward-lookingstatements to reflect future developments or circumstances.

Item 1. Identity of Directors, Senior Management and AdvisorsNot applicable.

Item 2. Offer Statistics and Expected TimetableNot applicable.

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Item 3. Key Information

A. Selected consolidated financial data.The following selected financial data has been derived from ASMI’s historical audited consolidated financial statements.The selected financial data should be read in conjunction with Item 5, “Operating and Financial Review and Prospects” andItem 18, “Financial Statements,” and the accompanying notes for the corresponding fiscal years:

(EUR thousands, except per share data) 2008 2009 2010 2011 2012

Consolidated Statements of Operations data:Net sales 747,362 590,739 1,222,900 1,634,334 1,418,067Cost of sales (477,100) (409,224) (673,322) (1,063,708) (977,638)Gross profit 270,262 181,515 549,578 570,626 440,429Operating expenses:

Selling, general and administrative (126,591) (107,777) (130,596) (174,107) (200,799)Research and development, net (75,011) (62,806) (78,785) (129,400) (149,219)Amortization of other intangible assets (475) (401) (357) (911) (1,264)Impairment of goodwill (1,395) — — — —Impairment of property, plant and equipment — — — (8,038) —Restructuring expenses (7,068) (35,687) (11,201) — (891)Total operating expenses (210,540) (206,671) (220,939) (312,456) (352,173)

Operating income:

Gain on bargain purchase — — — 109,279 —Earnings (loss) from operations 59,722 (25,156) 328,640 367,450 88,256Interest income 4,047 1,018 1,221 2,902 1,989Interest expense (7,745) (8,556) (15,677) (13,497) (12,113)Gain (loss) resulting from early extinguishment of debt 7,956 (1,759) (3,609) (824) (2,209)Accretion interest expense convertible notes — (4,286) (6,010) (4,401) (4,469)Revaluation conversion option — (24,364) (19,037) (4,378) —Foreign currency exchange results 785 (1,384) (65) 5,604 (3,957)Result on investments — — — — (766)Earnings (loss) from continuing operations before incometaxes 64,765 (64,487) 285,463 352,856 66,731Income tax expense (12,144) (3,786) (42,939) (36,692) (26,300)Earnings (loss) from continuing operations before dilutionon investment in subsidiary 52,621 (68,273) 242,524 316,164 40,431

Gain on dilution of investment in subsidiary (1) 4,088 — — — —Net earnings (loss) 56,709 (68,273) 242,524 316,164 40,431

Net earnings (loss) for allocation between shareholders ofthe parent and non-controlling interestAllocation of net earnings (loss)

Shareholders of the parent 18,411 (107,517) 110,639 186,770 7,149Non-controlling interest 38,298 39,244 131,884 129,394 33,282

Earnings per Share data:



Basic net earnings (loss) per share € 0.35 € (2.08) € 2.11 € 3.38 € 0.13Diluted net earnings (loss) per share: € 0.35 € (2.08) € 2.09 € 3.16 € 0.13Basic weighted average number of shares (thousands) 52,259 51,627 52,435 55,210 56,108Diluted weighted average number of shares (thousands) 52,389 51,627 61,494 64,682 56,767

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(EUR thousands, except per share data) 2008 2009 2010 2011 2012

Consolidated Statements of Operations data:Other data:Number of common shares outstanding at year end (inthousands) 54,275 51,745 52,932 55,377 63,096Dividends declared on common shares (3) — — — € 0.40 € 0.50Number of preferred shares outstanding at year end(thousands) 21,985 — — — —Consolidated Balance Sheet data: —Cash and cash equivalents 157,277 293,902 340,294 390,250 290,475Total assets 767,798 851,700 1,214,117 1,582,221 1,499,506

Net current assets (2) 372,029 419,535 509,867 739,252 690,283Total debt 153,682 265,430 215,681 195,409 80,623Capital stock 2,171 2,070 2,117 2,215 2,584Total shareholders’ equity 317,902 241,229 411,460 659,796 741,876Cash Flow data:Cash flow from operating activities 137,402 62,652 259,884 216,581 42,480Cash flow from investing activities (33,009) (15,493) (100,566) (70,035) (71,891)Cash flow from financing activities (121,538) 90,890 (123,027) (78,537) (73,489)_________________(1) Following the adoption of ASC 810(-10 45-23) in 2009 results on dilution of investments in subsidiaries are

accounted for directly in equity. The 2009 results and changes in equity have been adjusted accordingly.(2) Net current assets is calculated as the difference between total current assets, including cash and cash equivalents,

and total current liabilities.(3) The dividends are related to the preceding financial year.

Exchange Rate Information

We publish our consolidated financial statements in euros. In this Annual Report, references to “€”, “euro” or “EUR” are toeuros, and references to “$”, “US dollar”, “USD” or “US$” are to United States dollars.

The following table sets forth, for each period indicated, specified information regarding theUS. dollar per euro exchangerates based on the rates of the European Central Bank, referred to as the “reference rate.” On March 15, 2013, thereference rate was 1.3086 U.S dollars per euro. Prior to January 1, 2009, the exchange rate was based on the noon buyingrate in New York City for cable transfers payable in euros as certified for customs purposes by the Federal Reserve Bank ofNew York, which is often referred to as the “noon buying rate.”

US Dollar per Euro Exchange Rate

September2012

October2012

November2012

December2012

January2013

February2013

March2013 1

High 1.3095 1.3120 1.2994 1.3302 1.3550 1.3644 1.3090Low 1.2568 1.2877 1.2694 1.2905 1.3012 1.3077 1.2937

Years Ended December 31,

2008 2009 2010 2011 2012



Average exchange rate 2 1.4695 1.3963 1.3207 1.4000 1.2932___________________(1) Through March 15, 2013.(2) Average of the exchange rates on the last day of each month during the period presented.

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B. Capitalization and indebtedness.

Not applicable.

C. Reasons for the offer and use of proceeds.

Not applicable.

D. Risk factors.

You should carefully consider each of the risks and uncertainties described below and all other information contained in thisAnnual Report on Form 20-F. In order to help assess the major risks in our business, we have identified many, but not all, ofthese risks, which may not be in order of likelihood or materiality. Due to the scope of our operations, a wide range offactors both known and unknown could materially affect future developments and performance.

If any of the following risks are realized, our business, financial condition, cash flow or results of operations could bematerially and adversely affected, and as a result, the trading price of our common stock could be materially and adverselyimpacted. These risk factors should be read in conjunction with other information set forth in this Report, including withoutlimitation Item 4 Information on the Company, Item 5 Operating and Financial Review and Prospects, and our ConsolidatedFinancial Statements and related notes.

RISKS RELATED TO OUR INDUSTRY

The industry in which we operate is highly cyclical.

We sell our products to the semiconductor manufacturing industry, which is subject to sudden, extreme, cyclical variationsin product supply and demand. Starting late in 2008 and continuing in 2009, this industry experienced a dramatic andunprecedented decline in demand for semiconductor devices due to the worldwide economic downturn, which led tosignificant layoffs, plant closings, reduced capital expenditures and other cost reduction measures by semiconductormanufacturers. These conditions caused a substantial decrease in the demand for our products, which represent capitalexpenditures for our customers although a pick-up in demand was evident in the second half of 2009 and continuedthrough 2010. During 2011 order intake was mixed in the uncertain global climate and industry conditions. While overallindustry conditions were generally decent during the first half of 2012, the second half experienced a weakening andslowing of the market which impacted ASMI. The timing, length and severity of these cycles cannot be predicted and futuredownturns may result in changes in the semiconductor manufacturing industry and the manner in which we must conductour business in ways that cannot now be predicted.

Semiconductor manufacturers may contribute to the severity of downturn and upturn cycles by misinterpreting theconditions in the industry and over-investing or under-investing in semiconductor manufacturing capacity and equipment. Inany event, the lag between changes in demand for semiconductor devices and changes in demand for our products bysemiconductor manufacturers accentuates the intensity of these cycles in both expansion and contraction phases. We maynot be able to respond timely and effectively to these industry cycles in the expansion and contraction phases.

Industry downturns historically have been characterized by reduced demand for semiconductor devices and equipment,production over-capacity and a decline in average selling prices. During periods of declining demand, we must quickly andeffectively reduce expenses. However, our ability to reduce expenses is limited by our need for continued investment inengineering and research and development and extensive ongoing customer service and support requirements. In addition,in a downturn, our ability to reduce inventories quickly is limited by the long lead time for production and delivery of some ofour products, reduced sales, order cancellations and delays, and delays associated with reducing deliveries from oursupplier pipeline. During an extended downturn, a portion of our inventory may have to be written down as excess orobsolete if it is not sold in a timely manner.

Industry upturns have been characterized by fairly abrupt increases in demand for semiconductor devices and equipmentand insufficient production capacity. During a period of increasing demand and rapid growth, we must be able to quicklyincrease manufacturing capacity to meet customer demand and hire and assimilate a sufficient number of additional



qualified personnel, and fund such increase of manufacturing capacity. Our inability to quickly respond in times of increaseddemand, because of the effect, for example, of our ongoing programs to reduce

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expenses and regulate the rate of purchases from our suppliers, could harm our reputation and cause some of our existingor potential customers to place orders with our competitors rather than us.

Our industry along with global financial markets and regions have been in flux since 2008. In particular, financial turmoil inthe Eurozone has recently been unsettling, including the debt burden of certain nations and their ability to meet futureobligations, euro currency stability, and the continued suitability of the euro as a single currency. These concerns couldpossibly result in the reintroduction of individual currencies or even the dissolution of the euro itself. If the euro ended, thecontractual and legal consequences for holders of euro denominated obligations cannot be predicted; however, thesepossible developments and fluid market perceptions could negatively affect the value of euro denominated obligations andassets. These financial concerns in Europe as well as the health of the overall global financial markets and an uncertain ora weaker or deteriorating global economy could also adversely impact our business, financial condition and operatingresults, such as lower sales due to decreased capital purchases by our customers, financial instability or insolvency ofsuppliers and customers, and other such similar or related adverse effects.

Our industry is subject to rapid technological change and we may not be able to forecast or respond tocommercial and technological trends in time to avoid competitive harm.

Our future success depends upon commercial acceptance of products incorporating new technologies we are developing,such as new plasma enhanced and atomic layer deposition processes, new epitaxy processes and new materials andchemistries. The semiconductor industry and the semiconductor equipment industry are subject to rapid technologicalchange and frequent introductions of enhancements to existing products which can result in significant write-downs andimpairment charges and costs. Technological changes have had and will continue to have a significant impact on ourbusiness. Our operating results and our ability to remain competitive are affected by our ability to accurately anticipatecustomer and market requirements and develop technologies and products to meet these requirements. Our success indeveloping, introducing and selling new and enhanced products depends upon a variety of factors, including, withoutlimitation:

• successful innovation of processes and equipment;

• accurate technology and product selection;

• timely and efficient completion of product design, development and qualification;

• timely and efficient implementation of manufacturing and assembly processes;

• successful product performance in the field;

• effective and timely product support and service; and

• effective product sales and marketing.

We may not be able to accurately forecast or respond to commercial and technical trends in the semiconductor industry orto the development of new technologies and products by our competitors. Our competitors may develop technologies andproducts that are more effective than ours or that may be more widely accepted. We may also experience delays andtechnical and manufacturing difficulties in future introductions or volume production of new systems or enhancements.Significant delays can occur between a product’s introduction and the commencement of volume production of that product.Any of these events could materially and negatively impact our operating results and our ability to generate the return weintend to achieve on our investments in new products.

If we fail to adequately invest in research and development, we may be unable to compete effectively.

We have limited resources to allocate to research and development, and must allocate our resources among a wide varietyof projects in our Front-end and Back-end businesses. If we have insufficient cash flow from our businesses to support thenecessary level of research and development, we will have to fund such expenditures by diminishing our cash balances, orutilizing our credit facilities or reducing our level of research and development expenses.



Because of intense competition in our industry and constant technological evolution, the consequences of failing to invest instrategic developments are significant. In order to enhance the benefits obtained from our research and developmentexpenditures, we have contractual and other relationships with independent research institutes. If we

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fail to adequately invest in research and development or lose our ability to collaborate with these independent researchentities, we may be unable to compete effectively in the Front-end and Back-end markets in which we operate.

We face intense competition from companies which have greater resources than we do, and potential competitionfrom new companies entering the market in which we compete. If we are unable to compete effectively with thesecompanies, our market share may decline and our business could be harmed.

We face intense competition in both the Front-end and Back-end segments of the semiconductor equipment industry fromother established companies. Our primary competitors in the Front-end business include Applied Materials, LAM ResearchCorporation, Tokyo Electron, Kokusai, and Jusung. Our primary competitors in the Back-end business include Kulicke &Soffa, ESEC, Shinkawa, Apic Yamada, BE Semiconductor Industries, Towa, Shinko and Mitsui. A number of ourcompetitors have substantially greater financial, technological, engineering, manufacturing, marketing and distributionresources, which may enable them to:

• better withstand periodic downturns in the semiconductor industry;

• compete more effectively on the basis of price, technology, service and support;

• more quickly develop enhancements to and new generations of products; and

• more effectively retain existing customers and attract new customers.

In addition, new companies may enter the markets in which we compete, further increasing competition in thesemiconductor equipment industry.

We believe that our ability to compete successfully depends on a number of factors, including, without limitation:

• our success in developing new products and enhancements;

• performance of our products;

• quality of our products;

• ease of use of our products;

• reliability of our products;

• cost of ownership of our products;

• our ability to ship products in a timely manner;

• quality of the technical service we provide;

• timeliness of the services we provide;

• responses to changing market and economic conditions; and

• price of our products and our competitors’ products.

Some of these factors are outside our control. We may not be able to compete successfully in the future, and increasedcompetition may result in price reductions, reduced profit margins, loss of market share, and inability to generate cash flowsthat are sufficient to maintain or expand our development of new products.

Industry alliances may not select our equipment.

Our customers are entering into alliances or other forms of cooperation with one another to expedite the development ofprocesses and other manufacturing technologies. One of the results of this cooperation may be the definition of a system or



particular tool set for a certain function or a series of process steps that uses a specific set of manufacturing equipment.These decisions could work to our disadvantage if a competitor’s equipment becomes

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the standard equipment for such function or process. Even if our equipment was previously used by a customer, thatequipment may be displaced in current and future applications by the equipment standardized through such cooperation.These forms of cooperation may have a material adverse effect on our business, financial condition and results ofoperations.

RISKS RELATED TO OUR BUSINESS

Our customers face challenges in economic downturns and if they cannot perform their obligations to us ourfinancial results will suffer.

We face increased payment and performance risk in economic downturns from our customers. If any of our customersbecome insolvent or commence bankruptcy or similar proceedings, our receivables from such customers may becomeuncollectible. In order to promote sales, we may be required to provide extended payment terms, financing arrangements orother modified sale terms for some customers, which will increase our sales expenses and further increase our exposure tocustomer credit risk, all in an environment of downward pressure on average selling prices. Even though we may be asecured creditor in these arrangements with rights in the underlying equipment, the equipment may have only limited valueupon a customer default, especially if activity in our markets remains at low levels, which may result in substantial write-downs upon any such default.

If we do not accurately evaluate our customers’ creditworthiness in connection with sales financing arrangements involvingincreased exposure to customer payment risk, our bad debt expense will increase. If we are too cautious in our salespractices because of this, we may lose sales. In either case, our results of operations and financial condition would benegatively affected.

We derive a significant percentage of our revenue from sales to a small number of large customers, and if we arenot able to retain these customers, or if they reschedule, reduce or cancel orders, or fail to make payments, ourrevenues would be reduced and our financial results would suffer.

Our largest customers account for a significant percentage of our revenues. Our largest customer accounted for 8.8% ofour consolidated net sales in 2012. Our largest customer accounted for 33.6% and 4.9% of our Front-end and Back-end2012 net sales, respectively. Our ten largest customers accounted for 31.6% of our consolidated net sales in 2012. Our tenlargest customers accounted for 75.3% and 25.1% of our Front-end and Back-end 2012 net sales, respectively. Sales toand the relative importance of these large customers have varied significantly from year to year and will continue tofluctuate in the future. These sales also may fluctuate significantly from quarter to quarter. We may not be able to retain ourkey customers or they may cancel purchase orders or reschedule or decrease their level of purchases from us, which wouldreduce our revenues and negatively affect our financial results, perhaps materially. In addition, any difficulty in collectingamounts due from one or more key customers could harm our financial results.

We may need additional funds to finance our future growth and ongoing research and development activities. If weare unable to obtain such funds, we may not be able to expand our business as planned.

In the past, we have experienced capital constraints that adversely affected our operations and ability to compete,particularly in our Front-end business. We may require additional capital to finance our future growth and fund our ongoingresearch and development activities particularly with regard to our Front-end business. We have only limited ability toreallocate funds from our Back-end business to our Front-end business and some limitations on our ability to reallocatefunds among our Front-end businesses.

If we raise additional funds through the issuance of equity securities, the percentage ownership of our existing shareholderswould be diluted. If we finance our capital requirements with debt, we may incur significant interest costs. Additionalfinancing may not be available to us when needed or, if available, may not be available on terms acceptable to us,particularly in times of global or European financial crisis or uncertainty that may dramatically affect the availability of bankand other sources of debt financing.

If we are unable to raise needed additional funds, we may have to reduce the amount we spend on research anddevelopment, slow down our introduction of new products, reduce capital expenditures necessary to support future growthand/or take other measures to reduce expenses which could limit our growth and ability to compete.

Our products (primarily in the Front-end) generally have long sales cycles and implementation periods, whichincrease our costs of obtaining orders and reduce the predictability of our earnings.



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Our products are technologically complex. Prospective customers generally must commit significant resources to test andevaluate our products and to install and integrate them into larger systems. In addition, customers often require a significantnumber of product presentations and demonstrations, in some instances evaluating equipment on site, before reaching asufficient level of confidence in the product’s performance and compatibility with the customer’s requirements to place anorder. As a result, our sales process is often subject to delays associated with lengthy approval processes that typicallyaccompany the design and testing of new products. Accordingly, the sales cycles of our products often last for manymonths or even years, thereby requiring us to invest significant resources in attempting to complete sales.

Long sales cycles also subject us to other risks, including customers’ budgetary constraints, internal acceptance reviewsand cancellations. In addition, orders expected in one quarter could shift to another because of the timing of customers’purchase decisions. The time required for our customers to incorporate our products into their systems can varysignificantly with the needs of our customers and generally exceeds several months, which further complicates our planningprocesses and reduces the predictability of our earnings from operations.

Our ability to compete could be jeopardized if we are unable to protect our intellectual property rights fromchallenges by third parties; claims or litigation regarding intellectual property rights could require us to incursignificant costs.

Our success and ability to compete depend in large part upon protecting our proprietary technology. We rely on acombination of patent, trade secret, copyright and trademark laws, nondisclosure and other contractual agreements andtechnical measures to protect our proprietary rights and confidential information. These agreements and measures may notbe sufficient to protect our technology from third party infringement or to protect us from the claims of others. In addition,patents issued to us may be challenged, invalidated or circumvented, rights granted to us under patents may not providecompetitive advantages to us, and third parties may assert that our products infringe their patents, copyrights or tradesecrets. Third parties could also independently develop similar products or duplicate our products.

Intellectual property laws may not adequately support our proprietary rights or may change in an unfavorable manner.Patent rights may not be granted or construed as we expect, and key patents may expire resulting in technology becomingavailable that may hurt our competitive position.

In addition, monitoring unauthorized use of our products is difficult and we cannot be certain that the steps we have takenwill prevent unauthorized use of our technology. The laws of some countries in which our products are or may bedeveloped, manufactured or sold, including various countries in Asia, may not protect our products or intellectual propertyrights to the same extent as do the laws of the Netherlands and the United States and thus make the possibility of piracy ofour technology and products more likely in such countries. If competitors are able to use our technology as their own, ourability to compete effectively could be harmed.

In past years, there has been substantial litigation regarding patent and other intellectual property rights in oursemiconductor and related technology industries. In the future, litigation may be necessary to enforce patents issued to us,to protect trade secrets or know-how owned by us or to defend us against claimed infringement of the rights of others andto determine the scope and validity of the proprietary rights of others.

Claims that our products infringe the proprietary rights of others would force us to defend ourselves and possibly ourcustomers or suppliers against the alleged infringement. Such claims, if successful, could subject us to significant liabilityfor damages and potentially invalidate our proprietary rights. Regardless of the outcome, patent infringement litigation istime-consuming and expensive to resolve and diverts management time and attention.

Intellectual property litigation could force us to do one or more of the following, any one of which could severely harm ourbusiness with adverse financial consequences:

• forfeit proprietary rights;

• stop manufacturing or selling our products that incorporate the challenged intellectual property;

• obtain from the owner of the infringed intellectual property right a license to sell, produce, use, have sold, haveproduced or have used the relevant technology, which license may not be available on reasonable terms or at allor may involve significant royalty payments;



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• pay damages, including potential treble damages and attorney’s fees in some circumstances; or

• redesign those products that use the challenged intellectual property.

We license the use of some patents from a competitor pursuant to a settlement agreement; if the agreement isterminated, our business could be adversely affected.

In October 1997, we entered into an agreement to settle mutual patent infringement litigation with Applied Materials, whichwas amended and restated in 1998, pursuant to which Applied Materials agreed to grant us a worldwide, non-exclusive androyalty-bearing license to use all of the litigated patents and certain additional patents that were not part of the litigation. Inreturn we agreed to pay Applied Materials a settlement fee and to grant it a worldwide, non-exclusive and royalty-freelicense to use a number of our patents including but not limited to those patents which we were enforcing in the litigation. Alllicenses granted by Applied Materials to us expire at the end of the life of the underlying patents which expire at varioustimes through approximately 2016. Our obligation to pay certain royalties to Applied Materials generally continues until theexpiration of the corresponding underlying patent to the extent we practice such patent. In addition, the settlementagreement included covenants for limited periods during which the parties would not litigate the issue of whether certain ofour products infringe any of Applied Materials’ patents that were not licensed to us under the settlement agreement. Thesecovenants, which lasted for different periods of time for different products, have expired. Upon the occurrence of an event ofdefault or other specified events, including, among other things, our failure to pay royalties, a change of control of ASMInternational, and improper use of the licenses, Applied Materials may terminate the settlement agreement, including thelicenses included in the agreement.

Additional litigation with Applied Materials regarding the operation of the settlement agreement or other matters could occur.Litigation with Applied Materials, which has greater financial resources than we do, could negatively impact our earningsand financial position.

Our net earnings could be negatively impacted by currency fluctuations.

Our assets, liabilities and operating expenses and those of our subsidiaries are to a large extent denominated in thecurrency of the country where each entity is established. Our financial statements, including our Consolidated FinancialStatements, are expressed in euros. The translation exposures that result from the inclusion of financial statements of oursubsidiaries that are expressed in the currencies of the countries where the subsidiaries are located are not hedged. As aresult, our assets, liabilities and operating expenses are exposed to fluctuations of various foreign currency exchange rates.

In addition, foreign currency fluctuations may affect the prices of our products. Prices for our products for sales to ourcustomers throughout the world are currently denominated in various foreign currencies including, but not limited to, U.S.dollar, euro, Japanese yen and Chinese Yuan. If there is a significant devaluation of the currency in a specific country, theprices of our products will increase relative to that country’s currency, and could increase relative to prices of ourcompetitors, and our products may be less competitive in that country. Also, we cannot be sure that our internationalcustomers will continue to be willing to place orders denominated in these currencies. If they do not, our revenue andearnings from operations could be subject to additional foreign exchange rate fluctuations.

Although we monitor our exposure to currency fluctuations, these fluctuations could negatively impact our financial position,net earnings and cash flow.

Substantially all of our equipment orders are subject to operating, performance, safety, economic specificationsand other contractual obligations. We occasionally experience unforeseen difficulties in compliance with thesecriteria, which can result in increased design, installation and other costs and expenses.

Substantially all of our equipment sales are conditioned on our demonstration, and our customer’s acceptance, that theequipment meets specified operating and performance criteria, either before shipment or after installation in a customer’sfacility. We occasionally experience difficulties demonstrating compliance with such terms, which can lead to unanticipatedexpenses for the performance of the contract or the redesign, modification and testing of the equipment and relatedsoftware. To the extent this occurs in the future, our cost of goods sold and earnings from operations will be adverselyaffected. If we are not able to demonstrate compliance with the particular contract or the performance and operatingspecifications in respect of specific equipment, we may have to pay penalties to the

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customer, issue credit notes to the customer and/or take other remedial action, including payment of damages or adjustedpricing, any one of which could negatively affect our earnings from operations.

We are subject to various legal proceedings and claims, the outcomes of which are uncertain. If we fail toaccurately evaluate the probability of loss or the amount of possible losses, an adverse outcome may materiallyand adversely affect our financial condition and results of operations.

We are party to various legal proceedings and claims generally incidental to our business including without limitationintellectual property and product liability claims, as disclosed in Note 22 of Notes to Consolidated Financial Statementsincluded elsewhere in this report. For each of these proceedings and claims, our management evaluates, based on therelevant facts and legal principles, the likelihood of an unfavorable outcome and whether the amount of the loss can bereasonably estimated, in connection with our determination of whether or not to record a charge to earnings. Significantsubjective judgments are required in these evaluations, including judgments regarding the validity of asserted claims andthe likely outcome of legal, arbitration and administrative proceedings. The outcome of these proceedings is subject to anumber of factors beyond our control. In addition, estimates of the potential costs associated with legal, arbitration andadministrative proceedings frequently cannot be subjected to any sensitivity analysis, as damage estimates or settlementoffers by claimants may bear little or no relation to the eventual outcome. Finally, in any particular proceeding, even wherewe believe that we would ultimately prevail, we may agree to settle or to terminate a claim or proceeding where we believethat doing so, when taken together with other relevant commercial considerations, is more cost-effective than engaging inan expensive and protracted contest. If we do not accurately assess the probability of an unfavorable outcome or the rangeof possible loss, an unfavorable outcome could have a material adverse impact on our financial condition and results ofoperations.

If our products are found to be defective, we may be required to recall and/or replace them, which could be costlyand result in a material adverse effect on our business, financial position and net earnings.

One or more of our products may be found to be defective after we have already shipped the products in volume, requiringa product replacement or recall. We may also be subject to product returns and product liability claims that could imposesubstantial costs and have a material and adverse effect on our business, financial position and net earnings.

Although we currently are a substantial shareholder of ASM Pacific Technology, we no longer have a majorityinterest, as a consequence we do not control ASM Pacific Technology, which prevents us from consolidating itsresults of operations with ours as from the cease of control date of March 15, 2013. This event has a significantnegative effect on our consolidated earnings from operations.

We in the past derived a significant portion of our net sales, earnings from operations and net earnings from theconsolidation of the results of operations of ASM Pacific Technology in our results. ASM Pacific Technology is a CaymanIslands limited liability company that is based in Hong Kong and listed on the Hong Kong Stock Exchange. As ofDecember 31, 2012, we owned 51.96% of ASM Pacific Technology through our wholly-owned subsidiary, ASM PacificHolding BV and the remaining 48.04% was owned by the public. In March 2013, we sold a 12% stake so we now own40.08% of ASM Pacific Technology. Accordingly from March 15, 2013 we are no longer able to consolidate ASM PacificTechnology's results of operations in ours. Instead, our proportionate share of ASM Pacific Technology’s earnings will bereflected as a separate line-item called “share of results from investments” in our Consolidated Statements of Operations.We will no longer be able to consolidate the assets and liabilities of ASM Pacific Technology and will have to reflect the netinvestment in ASM Pacific Technology in the line-item “investments” in our Consolidated Balance Sheet. This event willhave a significant negative effect on our consolidated earnings from operations, although our net earnings will be reducedonly to the extent of the reduction of our ownership interest in ASM Pacific Technology.

The ASM Pacific Technology shares we own are partly pledged as security for our revolving credit facility.

Although we are a substantial shareholder, ASM Pacific Technology is not obligated to pay dividends to us andmay take actions or enter into transactions that are detrimental to us.

Certain directors of ASM Pacific Technology are directors of ASM International. However, they are under no obligation totake any actions that are beneficial to us. Issues and conflicts of interest therefore may arise which might not be resolved inour best interest.



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In addition, the directors of ASM Pacific Technology are under no obligation to declare a payment of dividends toshareholders. As a shareholder of ASM Pacific Technology, we cannot compel the payment or amount of dividends. Withrespect to the payment of dividends, the directors must consider the financial position of ASM Pacific Technology after thedividend. Cash dividends received from ASM Pacific Technology totaled €65.6 million, €86.9 million, and €29.6 million in2010, 2011, and 2012, respectively. In the past, we have used these dividends in our Front-end business. In November2006, we announced our commitment that for at least the years 2007, 2008 and 2009 we would not use these cashdividends to support our Front-end business, but instead would use such dividends to retire outstanding convertible debt,repurchase our common shares, pay dividends on our common shares, or purchase shares of ASM Pacific Technology. Atour 2010 Annual General Meeting, we announced that we would continue this commitment for at least another two yearsthrough 2011. See Item 5, “Operating and Financial Review and Prospects—Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Liquidity and Capital Resources.”

The directors of ASM Pacific Technology owe their fiduciary duties to ASM Pacific Technology, and may approvetransactions to which we are a party only if the transactions are commercially beneficial to ASM Pacific Technology. Further,under the listing rules of the Hong Kong Stock Exchange, directors who are on the boards of both ASM Pacific Technologyand ASM International are not permitted to vote on a transaction involving both entities. This would disqualify all affiliates ofASM International who serve on the board of ASM Pacific Technology from voting on any such transaction.

As a shareholder of ASM Pacific Technology, we can vote our shares in accordance with our own interests. However, wemay not be entitled to vote on transactions involving both us and ASM Pacific Technology under the listing rules of the HongKong Stock Exchange and the Hong Kong Takeovers Code. In particular, under the Hong Kong Takeovers Code we wouldbe excluded from voting on a takeover transaction requiring shareholder approval if we have an interest in such transaction.

We may not be able to recruit or retain qualified personnel or integrate qualified personnel into our organization.Consequently, we could experience reduced sales, delayed product development and diversion of managementresources.

Our business and future operating results depend in part upon our ability to attract and retain qualified management,technical, sales and support personnel for our operations on a worldwide basis. Competition for qualified personnel isintense, and we cannot guarantee that we will be able to continue to attract and retain qualified personnel particularlyduring sustained economic upturns in the industry. Availability of qualified technical personnel varies from country tocountry, and may affect the operations of our subsidiaries in some parts of the world. Our operations could be negativelyaffected if we lose key executives or employees or are unable to attract and retain skilled executives and employees asneeded. In particular, if our growth strategies are successful, we may not have sufficient personnel to manage that growthand may not be able to attract the personnel needed. We have agreements with some, but not all, key employeesrestricting their ability to compete with us after their employment terminates. We do not maintain insurance to protectagainst the loss of key executives or employees. Our future growth and operating results will depend on:

• our ability to continue to broaden our senior management group;

• our ability to attract, hire and retain skilled employees; and

• the ability of our officers and key employees to continue to expand, train and manage our employee base.

We have in the past experienced intense competition for skilled personnel during market expansions and believecompetition will be intense if the semiconductor market experiences a sustained expansion. Consequently, we generallyattempt to minimize reductions in skilled personnel in reaction to industry downturns, which reduces our ability to lowercosts by payroll reduction.

Because the costs to semiconductor manufacturers of switching from one semiconductor equipment supplier toanother can be high, it may be more difficult to sell our products to customers having a competing installed base,which could limit our growth in sales and market share.

We believe that once a semiconductor manufacturer has selected a supplier’s equipment for a particular product line, thatmanufacturer generally continues to rely on that supplier for future equipment requirements, including new generations ofsimilar products. Changing from one equipment supplier to another is expensive and requires a

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substantial investment of resources by the customer. Accordingly, it is difficult to achieve significant sales to a customerusing another supplier’s equipment. Our inability to sell our products to potential customers who use another supplier’sequipment could adversely affect our ability to increase revenue and market share.

Our reliance on a limited number of suppliers and a single manufacturing facility in our Front-end could result indisruption of our operations.

We outsource a portion of the manufacturing of our Front-end business to a limited number of suppliers. If our supplierswere unable or unwilling to deliver products in a timely manner to us in the quantities we require for any reason, includingwithout limitation, capital constraints, natural disaster, labor unrest, capacity constraints, supply chain managementproblems or contractual disputes, we may be unable to fill customer orders on a timely basis, which could negatively affectour customer relationships and financial performance. Many of our suppliers face economic challenges in a depressed ordifficult global economy, which increases our risk of disruption from a supplier’s failure to perform its obligations to us in atimely manner.

We have shifted an increasing portion of our Front-end manufacturing to our Front-end Manufacturing Singapore (FEMS)facility. If this facility experiences a manufacturing disruption for any reason, including without limitation, natural disaster,labor unrest, capacity constraints, supply chain management problems or contractual disputes, our ability to timely meet ourcustomers’ needs may be impaired, which would negatively affect our customer relationships and financial performance.

We operate worldwide; economic, political, military or other events in a country where we make significant sales orhave significant operations could interfere with our success or operations there and harm our business.

We market and sell our products and services throughout the world. A substantial portion of our manufacturing employeesand operations are in the People’s Republic of China and the success of our business depends substantially on thoseoperations. In addition, we have operating facilities in the Netherlands, the United States, Japan, Hong Kong, Singapore,Malaysia and South Korea. Our operations are subject to risks inherent in doing business internationally, including, withoutlimitation:

• unexpected changes in regulatory or legal requirements or changes in one country in which we do businesswhich are inconsistent with regulations in another country in which we do business;

• potentially adverse tax consequences;

• fluctuations in foreign currency exchange rates and foreign currency controls;

• political conditions and instability;

• economic conditions and instability;

• terrorist activities;

• human health emergencies, such as the outbreak of infectious diseases or viruses;

• tariffs and other trade barriers, including current and future import and export restrictions and compliancerequirements, and freight rates;

• difficulty in staffing, coordinating and managing international operations;

• burden of complying with a wide variety of foreign laws and licensing requirements;

• differences in intellectual property right protection;

• differences in rights to enforce agreements;

• differences in commercial payment terms and practices; and

• business interruption and damage from natural disasters, such as earthquakes, tsunamis and floods.



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These factors could increase our costs of doing business in a particular region or result in delays or cancellations ofpurchase orders or disrupt our supply chain, any of which could materially and adversely impact our business and operatingresults.

Environmental laws and regulations may expose us to liability and increase our costs.

Our operations are subject to many environmental laws and regulations wherever we operate governing, among otherthings, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal and theinvestigation and remediation of soil and groundwater contamination. To the extent such regulations or directives apply toour business throughout the world, these measures could adversely affect our manufacturing costs or product sales byforcing us or our suppliers to change production processes or use more costly or scarce materials. As with other companiesengaged in similar activities, we face inherent risks of environmental liability in our current and historical manufacturingR&D activities. Accordingly, costs associated with such future environmental compliance or remediation obligations couldadversely affect our business.

Any acquisitions or investments we may make could disrupt our business and harm our financial condition.

We may consider from time to time additional investments in complementary businesses, products or technologies, such asthe recent acquisition by ASM Pacific Technology of the SEAS Business in early 2011. We may not be able to successfullyintegrate these businesses, products, technologies or personnel that we might acquire in the future, and accordingly wemay not realize the anticipated benefits from such acquisitions. In particular, our operation of acquired businesses involvesnumerous risks, including without limitation:

• problems integrating the purchased operations, technologies or products;

• unanticipated costs and liabilities for which we are not able to obtain indemnification from the sellers;

• diversion of management’s attention from our core business;

• adverse effects on existing business relationships with customers;

• risks associated with entering markets in which we have no, or limited, prior experience;

• risks associated with installation, service and maintenance of equipment of which we have limited or no priorexperience;

• limited technical documentation of the equipment developed in the acquired company; and

• potential loss of key employees, particularly those of the acquired organizations.

In addition, in the event of any future acquisitions of such businesses, products or technologies, we could:

• issue shares that would dilute our current shareholders’ percentage ownership;

• incur debt;

• assume liabilities;

• incur impairment expenses related to goodwill and other intangible assets; or

• incur substantial accounting write-offs.

RISKS RELATED TO AN INVESTMENT IN OUR SHARES

ASMI announced the sale of a 12% stake in ASM PT and reported on outcome study into causes of non-recognition by the markets of the value of the combined businesses of the Company.



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On March 15, 2013, ASMI sold a 12% stake in ASM PT. The shares were sold in a partial secondary placementraising proceeds of €422 million. The Company intends to distribute approximately 65% of the cash proceeds toASMI shareholders; a proposal thereto will be placed on the agenda of the upcoming AGM scheduled for May 16,2013. The remaining proceeds will be used to further strengthen the business of the Company. As of today, theCompany continues to be the largest shareholder of ASM PT with a 40% stake.

At the Annual General Meeting of Shareholders (AGM) held in May 2012, the Company announced that it wouldcarry out a study into the causes of the lack of recognition by the markets of the value of the combined businesses(Front-end and Back-end) of the Company. Following that announcement, the Company appointed financialadvisors to assist the Company in carrying out the study.

The study was initiated shortly after the 2012 AGM and was recently completed. Each of the Company'sfinancial advisors independently carried out an investigation involving frequent discussions with the Company'sManagement Board and legal and tax advisors. The advisors also presented their findings to the Company'sSupervisory Board.

No single or predominant factor was identified in causing the valuation discrepancy. However, a number ofcauses and circumstances were identified as potentially influencing the valuation discrepancy, including a holdingcompany discount related to the current corporate structure.

Subsequently, an analysis was conducted by the Company in close cooperation with its advisors of the variouspotential courses of action, including those suggested by shareholders. The alternatives that were investigatedincluded a full or partial placement or sale of the Company's stake in ASM PT, a spin-off of shares in ASM PT andseveral merger alternatives.

As part of this analysis, the Company carefully considered the interests of the Company, its shareholders,as well as other relevant stakeholders. The Company has also taken into account the various operationalconnections between the Front-end business and Back-end business, as well as potential accounting, legal andtax implications and execution risks.

The Management Board and the Supervisory Board of the Company concluded that a partial secondaryplacement of 8% to 12% of ASM PT shares was the most suitable step to be taken to address the non-recognitionby the markets of the value of the combined businesses of the Company. This course of action was chosen takinginto account, amongst others, equity market capacity, tax efficiency and ongoing corporate stability at ASMI andASM PT. This step provides flexibility for further action, if deemed appropriate.

The Management and Supervisory Boards of the Company have proceeded with this proposed action and theBoard of Directors of ASM PT has expressed its support to this proposal. In addition thereto, certain majorshareholders of the Company representing approximately 27% of the total outstanding shares in the Companywere consulted in advance with regard to this proposed action and have expressed support thereof.

The Company will further report on the outcome of the study at the upcoming 2013 AGM, which is scheduled totake place May 16, 2013.

Lehman Bros. liquidation administrators have notified us that our common shares purchased by Lehman and heldby Lehman in custody accounts on our behalf may have a shortfall.

During 2008, we engaged Lehman to repurchase ordinary ASMI shares on the Euronext and Nasdaq markets. As ofSeptember 15, 2008, Lehman had purchased and held 2,552,071 shares for our account. Lehman went into bankruptcyadministration on September 15, 2008, and we subsequently filed a submission giving notice of our proprietary interest inthe shares believed to be held in custody by Lehman. At our May 2009 AGM, our shareholders resolved to cancel all ofthese treasury shares and we so notified Lehman of the cancellation. However we were notified in September 2010 by theLehman administrators that there is a possible shortfall in the number of shares held by Lehman as reflected in thestatements of our accounts with Lehman. To the extent the number of treasury shares held by Lehman as of the date oftheir cancellation is lower than



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2,552,071 only such lower number of shares have been cancelled and the shortfall of shares may still be consideredoutstanding. The Lehman administrators report that some time prior to its bankruptcy, Lehman put into a segregated clientomnibus account a cash sum on our behalf of $6,758,796, which the administrators apparently regard as money to whichwe have a proprietary right in lieu of some or all of the missing shares. We are uncertain at this time as to the accuracy ofthe shortfall of shares, the sufficiency of this cash sum to cover the value of any such discrepancy, and our entitlement to allor a portion of such sum when distributions are determined and made since there is likely to also be a shortfall in Lehmanassets subject to proprietary rights. Given the magnitude of the overall Lehman administration, the timeline for clarity andresolution of this item is expected to be considerable, perhaps up to several years. For additional information, see Note 19to the consolidated financial statements.

Our founder who is also Chairman of the Board of ASM Pacific Technology controls approximately 17.98% of thevoting power which gives him significant influence over matters voted on by our shareholders, including theelection of members of our Supervisory Board and Management Board and makes it substantially more difficult fora shareholder group to remove or elect such members without his support.

Our founder, Arthur H. del Prado, controlled approximately 17.98% of the voting power of our outstanding common sharesas of December 31, 2012. Accordingly, he has significant influence on the outcome of matters submitted to a shareholdervote, such as the election of the members of our Supervisory Board and Management Board. Persons nominated by theSupervisory Board for appointment by the shareholders to the Supervisory Board or Management Board at a generalmeeting of shareholders will be elected if they receive a majority of the votes cast at the meeting. Nominees to theSupervisory Board or Management Board who are not proposed by the Supervisory Board are appointed if they receive theaffirmative vote of a majority of the votes cast at the meeting, provided such affirmative votes represent at least one third ofour issued capital. Members of the Supervisory and Management Boards may be removed only by the affirmative vote of amajority of the votes cast at a meeting, and, unless such removal is recommended by the Supervisory Board, theaffirmative votes must represent at least one third of our issued capital. This makes it difficult for a group of shareholders toremove or elect members of our Supervisory Board or Management Board without the support of our founder.

Our anti-takeover provisions may prevent a beneficial change of control.

The Company has granted to Stichting Continuïteit ASM International (“Stichting”), a non-membership organization with aboard composed of three members independent of ASMI, the right to acquire and vote our preferred shares. The objectiveof Stichting is to serve the interests of the Company. To that objective Stichting may, among other things, acquire, own andvote our preferred shares in order to maintain our independence and/or continuity and/or identity. This may prevent achange of control from occurring that shareholders may otherwise support. On May 14, 2008, Stichting exercised this rightin response to a perceived threat to our continuity and acquired shares of our preferred stock representing 29.9% of thetotal voting power of our outstanding capital shares at that time. These shares were retired in 2009 and a new right wasissued to Stichting to acquire and vote preferred shares in certain situations in the future. For additional informationregarding Stichting, see Item 7, “Major Shareholders and Related Party Transactions.”

The voting power of Stichting makes it more difficult for a shareholder or a group of shareholders to cause us to enter into achange of control transaction not supported by Stichting, even if such transaction offers our shareholders an opportunity tosell their shares at a premium over the market price.

We must offer a possible change of control transaction to Applied Materials first.

Pursuant to our 1997 settlement agreement with Applied Materials, as amended and restated in 1998, if we desire to effecta change of control transaction, as defined in the settlement agreement which generally involves our Front-end operationsand not our holdings in ASMPT, with a competitor of Applied Materials, we must first offer the change of control transactionto Applied Materials on the same terms as we would be willing to accept from that competitor pursuant to a bona fide arm’s-length offer made by that competitor.

Our stock price has fluctuated and may continue to fluctuate widely.

The market price of our common shares has fluctuated substantially in the past. Between January 1, 2012 andDecember 31, 2012, the sale price of our common shares, as reported on the NASDAQ Global Select Market, ranged froma low of US$29.39 to a high of US$40.35. The market price of our common shares will continue to be



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subject to significant fluctuations in the future in response to a variety of factors, including the risk factors discussed in thisreport and the following, without limitation:

• future announcements concerning our business or that of our competitors or customers;

• the introduction of new products or changes in product pricing policies by us or our competitors;

• litigation regarding proprietary rights or other matters;

• changes in analysts’ earnings estimates and recommendations;

• developments in the financial markets;

• quarterly fluctuations in operating results;

• hedge fund and shareholder activist activities;

• general economic, political and market conditions, such as recessions or foreign currency fluctuations; and

• general conditions in the semiconductor and semiconductor equipment industries.

In addition, public stock markets frequently experience substantial price and trading volume volatility, particularly in the hightechnology sectors of the market. This volatility has significantly affected the market prices of securities of many technologycompanies for reasons frequently unrelated to or disproportionately impacted by the operating performance of thesecompanies. These broad market fluctuations may adversely affect the market price of our common shares.

Our quarterly revenues and earnings from operations have varied significantly in the past and may vary in thefuture due to a number of factors, including, without limitation:

• cyclicality and other economic conditions in the semiconductor industry;

• production capacity constraints;

• the timing of customer orders, cancellations and shipments;

• the length and variability of the sales cycle for our products;

• the introduction of new products and enhancements by us and our competitors;

• the emergence of new industry standards;

• product obsolescence;

• disruptions in sources of supply;

• our ability to time our expenditures in anticipation of future orders;

• our ability to fund our capital requirements;

• changes in our pricing and pricing by our suppliers and competitors;

• our product and revenue mix;

• seasonal fluctuations in demand for our products;

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• foreign currency exchange rate fluctuations; e.g. appreciation of the euro versus the Japanese yen and U.S.dollar, which would negatively affect the competitiveness of those manufacturing activities that are domiciled incountries whose currency is the euro; and

• economic conditions generally or in various geographic areas where we or our customers do business.

In addition, in our Front-end segment we derive a substantial portion of our net sales from products that have a highaverage selling price and significant lead times between the initial order and delivery of the product. The timing andrecognition of net sales from customer orders can cause significant fluctuations in our earnings from operations fromquarter to quarter. Gross margins realized on product sales vary depending upon a variety of factors, including the mix ofproducts sold during a particular period, negotiated selling prices, the timing of new product introductions andenhancements and manufacturing costs. A delay in a shipment near the end of a fiscal quarter or year, due, for example, torescheduling or cancellations by customers or to unexpected manufacturing difficulties experienced by us, may cause salesin a particular period to fall significantly below our expectations and may materially adversely affect our earnings fromoperations for that period. Further, our need to continue expenditures for research and development and engineering makeit difficult for us to reduce expenses in a particular quarter even if our sales goals for that quarter are not met. Our inabilityto adjust spending quickly enough to compensate for any sales shortfall would magnify the adverse impact of a salesshortfall on our earnings from operations. In addition, announcements by us or our competitors of new products andtechnologies could cause customers to defer purchases of our existing systems, which could negatively impact our financialposition and net earnings.

As a result of these factors, our revenues or earnings from operations may vary significantly from quarter to quarter. Anyshortfall in revenues or earnings from operations from levels expected by securities analysts and investors could cause adecrease in the trading price of our common shares.

Item 4. Information on the CompanyThe information in this Item 4 should be read in conjunction with the risks discussed under Item 3.D., “Risk Factors.”

A. History and development of the Company.

ASM International NV was incorporated on March 4, 1968 as a Netherlands naamloze vennootschap, or public limitedliability company, and was previously known as Advanced Semiconductor Materials International NV. Our principalexecutive offices are located at Versterkerstraat 8, 1322 AP, Almere, the Netherlands. Our telephone number at thatlocation is +31 8810 08810. Our authorized agent in the United States is our subsidiary, ASM America Inc, a Delawarecorporation, located at 3440 East University Drive, Phoenix, Arizona 85034.

B. Business overview.

Introduction

Our BusinessWe are an equipment supplier mainly to the semiconductor, LED and electronics manufacturing industry. We design,manufacture and sell equipment and services to our customers for the production of semiconductor devices, or integratedcircuits, for the production of LEDs, and for electronics manufacturing in general. The semiconductor capital equipmentmarket is composed of three major market segments: wafer processing equipment, assembly and packaging equipment,and test equipment. ASMI is mainly active in the wafer processing and assembly and packaging market segments. Thewafer processing segment is referred to as “Front-end.” Assembly and packaging is referred to as “Back-end”. We also selllead frames for semiconductor assembly. In addition, ASM AS, the surface-mount technology (“SMT”) business acquired in2011 is offering SMT placement solutions for the global electronics manufacturing industries.

Front-end production systems perform processes on round slices of silicon, called wafers, which are typically 200mm or300mm in diameter. During these processes, thin films, or layers, of various materials are grown or deposited onto the



wafer. These films are electrically conductive, electrically insulating, or semiconducting. By depositing multiple layers offilms, multi-level, integrated electrical circuits are created. Such circuits are referred to as “dies” or “chips.” There are manydies on each wafer. After testing the individual circuits for correct performance, the dies on the wafer are separated. Back-end production systems then assemble and connect one or more known

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good dies in a single package to form a complex semiconductor device that will perform calculations, store data andinterface with its environment.

Our Front-end operations are conducted through wholly-owned subsidiaries, the most significant being ASM Front-EndManufacturing Singapore Pte Ltd. (“FEMS”), located in Singapore, ASM Europe BV (“ASM Europe”), located in theNetherlands, ASM America, Inc. (“ASM America”), located in the United States, ASM Japan K.K. (“ASM Japan”), located inJapan, and ASM Genitech Korea Ltd. (“ASM Genitech”) located in Korea.

Our Back-end and SMT equipment operations are conducted through ASM Pacific Technology Ltd. (“ASM PacificTechnology”), with principal operations in Hong Kong, the People’s Republic of China, Singapore, Germany and Malaysia.At December 31, 2012, we owned 51.96% of the outstanding equity of ASM Pacific Technology. In March 2013 we sold a12% stake so we now own 40.08% of ASM Pacific Technology.

The location of our Front-end facilities allows us to interact closely with customers in the world’s major Front-endgeographic market segments: Europe, North America, and Asia. The principal market we address in the Front-end is aportion of the deposition market segment. Our Front-end segment accounted for 28% of our net sales in 2011 and 26% ofour net sales in 2012.

Our Back-end and SMT equipment facilities are in close proximity to where most customer assembly and packagingoperations are located. The principal markets we address in Back-end are portions of the Bonding Equipment, PackagingEquipment and Integrated Assembly Systems segments, which segments include assembly and packaging equipment forLEDs. For the SMT equipment business, we mainly address the placement equipment market. We also manufacture andsell lead frames which are substrates connecting the various circuits on a chip to the devices in which the chips areinstalled. Our Back-end segment accounted for 72% of our net sales in 2011 and 74% of our net sales in 2012.

Industry Background and Major Business TrendsSemiconductor devices are the key enablers of the electronic age. Each semiconductor device can hold many individualcomponents, most of which are transistors. For over 30 years now, the average number of components per integratedsemiconductor device, at the optimum cost-per-component, has been increased by a factor of two every 18 to 24 months.This trend is generally referred to as Moore’s law. Increases in complexity, along with simultaneous reductions in the cost-per-component, have mainly been achieved by reducing the size of individual transistors, so that a larger number oftransistors fit within a given size die. Today, transistors less than 22nm (1 nm is equal to one billionth of a meter) long aremanufactured in high volume, and several billion transistors can be manufactured on a single die with an area of a fewsquare centimeters.

A second development that has decreased the cost per device is the increased size of the wafer, so that more devices canbe produced within one production cycle. Today, almost all of the newly installed semiconductor device fabrication capacityemploys 300mm diameter wafers, with each wafer typically holding between a few dozen to several thousand individualcircuits. A transition to 450mm diameter wafers is now being discussed for volume manufacturing around 2017-2019. Theyield, or the fraction of dies that operates according to specifications, is one of the key variables that influences the cost atwhich integrated circuits can be manufactured. Large initial investments are needed to build an automated production line inan ultra-clean environment to achieve such high yield. The capital equipment in the production line is an importantdeterminant for the yield of the factory, and the speed with which the yield can be optimized for new device generations.

Another trend is that towards vertical or 3D transistors. This trend also helps to keep the industry on track with Moore’s law(“more Moore”) because more functions can be stacked vertically on a wafer or chip than in two dimensions. Recentannouncements have introduced “FinFET’s” and several 3D memory transistor architectures. Also on die level the trend istowards 3D by stacking several chips in one package. These chips can come from different supply chains, each optimizedfor its own performance and cost, enabling the manufacture of heterogeneous devices with even more integrated capability.This latter trend is sometimes referred to as “more than Moore.”

The trends outlined above are the main drivers of the broad semiconductor roadmap which semiconductor equipmentcompanies track in developing new production systems and process technologies. These new systems and technologiesmust be developed well ahead of volume demand for the semiconductor devices they make. As a result, there is a largelead time between the investment in a new technology, and its commercial success. With the combination of a long leadtime and the short product life-cycles comes the inherent difficulty of matching supply and demand, which results in the highvolatility associated with the semiconductor equipment industry. In this highly



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cyclical industry, the Front-end and Back-end market segments have historically reacted differently to market forces.

The semiconductor industry was driven in 2012 by a US$1.88 trillion global electronics industry (VLSI Research ChipInsider February 4, 2013), that required approximately $248 billion (ibid.) in semiconductors. The semiconductor industry inturn, supported the approximately $45 billion (ibid.) semiconductor capital equipment industry, which supplies the neededproduction systems and services. The semiconductor industry declined in 2012 which led to a decline in the equipmentbusiness.

Our StrategyOur strategic objective is to realize profitable, sustainable growth by capitalizing on our technological innovations,manufacturing infrastructure and sales and support offices located close to our global customers. The key elements of ourstrategy include:

• Streamlining our Front-end and Back-end manufacturing by systematically reducing manufacturing costs throughglobal sourcing and product platform consolidation.

• Maintaining our global reach through our global operating, sales and customer service organization and itsfacilities in key parts of the world in order to establish and maintain long-term customer relationships.

• Leveraging our Front-end and Back-end technology leadership and manufacturing capabilities throughadvancements in our products and processes early in the technology lifecycle.

• Expanding the scope and depth of our research and development capabilities through strategic alliances withindependent research institutes, universities, customers and suppliers, and expanding our patent portfolio wherethis is deemed necessary and beneficial.

Background of Semiconductor Manufacturing Processes

OverviewThe process of manufacturing an integrated semiconductor, from raw material to finished device, includes amongst othersthe segments in which we participate: Front-end and Back-end.

Front-end Manufacturing ProcessThe Front-end manufacturing process, or wafer processing, can be divided in three distinct parts: wafer manufacturing,transistor formation (known as Front-end of the line (“FEOL”) processing), and interconnect formation (known as Back-endof the line (“BEOL”) processing). We develop and sell technology, develop, manufacture and sell equipment, and provideservices used by semiconductor device manufacturers in each of these sections of Front-end manufacturing.

In the wafer manufacturing process, a large single crystal of very pure silicon is grown from molten silicon. The crystal isthen sliced into a large number of thin slices, or wafers, of single crystalline silicon. These slices are polished to an atomiclevel flatness before the next steps are executed. For advanced applications, some layers are deposited on the wafer forlater use, by either epitaxy or diffusion/oxidation (described below). Epitaxial wafers are even flatter and contain fewerdefects at the surface than polished wafers.

During FEOL and BEOL wafer processing, multiple thin films of either electrically insulating material, also called dielectrics,or conductive material are modified, grown, or deposited on a silicon wafer. First, several material processing cycles areused in the FEOL to build the basic transistor and other components such as capacitors and resistors. Second, severalprocessing cycles are used in the BEOL to electrically connect the large amount of transistors and components, and tobuild additional passive components such as capacitors, inductors and resistors. Patterning of deposited layers withlithography and etching (described below) creates the transistors, passive components and connecting wires, whichtogether make up the integrated circuit. Each integrated circuit is on a single “chip” or a “die” on the wafer. A finished wafermay contain a few dozen to several thousand individual dies. Front-end processes are performed either one wafer at a timein single wafer processing systems or many wafers at a time in batch processing systems. Multiple deposition, andpatterning processes are performed on the same wafer.

The number and precise order of the process steps vary depending upon the complexity and design of the integratedcircuit. The performance of the circuit is determined in part by the various electrical characteristics of the



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materials used in the layers of the circuit and the wafer. Simple circuits may have as few as ten layers, while complexcircuits may have more than one hundred layers. The Front-end manufacturing process is capital intensive, requiringmultiple units of several different production systems. Many different but complementary methods are used to modify, grow,or deposit materials on the wafers. We are predominantly active in developing and manufacturing the equipment used bysemiconductor device manufacturers in the deposition processes, i.e., those steps that involve the creation of insulating,conducting and semi-conducting layers on the wafer surface.

The Front-end manufacturing process is complete when all of the layers have been deposited and patterned on the wafer.As a last step, the correct electrical functioning of the integrated circuits on each die is confirmed by probing. Non-functioning circuits are marked so they can be eliminated before the Back-end processing (see next section). Theintroduction of even trace levels of foreign particles or material can make a circuit, or even an entire wafer, unusable. Toreduce the level of foreign particles or material, Front-end processing is performed in clean rooms with ultra-low particle andcontamination levels. Once the Front-end processing is complete, the entire wafer with multiple, functioning, integratedcircuits is shipped to the Back-end facility where it is separated into dies, which are then bonded to a suitable substrate orlead frame, packaged, and tested before final shipment of the semiconductor device to the end customer. Back-endprocesses do not require the same level of contaminant control. These processes are performed in facilities that differ fromfacilities in which Front-end processes are performed.

Back-end Manufacturing ProcessWhen the wafer with confirmed working integrated circuits is received in the Back-end facility, wafers are first cut (“diced”)into individual dies or chips. The individual dies are then attached to a lead frame or other substrate by a bonding process.The lead frame or substrate provides the interface between the electrical circuit on the die and the system in which the dieis incorporated. Lead frames are produced by stamping or etching out a pattern on a strip of copper or iron-nickel alloy.High precision lead frames are produced by an etching process, also to achieve a shorter time to market. Stamped framesare typically used for very high volumes on mature designs. The electrical connection of the electrical circuit to the leadframe is made by wire bonding. As few as one or as many as a thousand or more separate wires are connected betweenthe die and the lead frame.

After this assembly and wire bonding interconnection process, the dies are encapsulated to protect them fromenvironmental influences. Singulated dies will then move through inspection, electrical test, marking and packing to preparethe tested and finished devices for shipment to the customer.

Another method used for chips with high pin count and speed is flip chip. The flip chip process eliminates the need for dieand wire bonding. Instead, it involves populating the electrical interconnect points on a chip with small solder balls made oflow melting point materials, a process called bumping. The substrate is designed such that it has an identical pattern to thatof the device. Flip chip methods are increasingly being adopted. Among these methods is Thermal Compression flip chipBonding with copper pillar bumping, using non-conductive paste.

Wafer level packaging (“WLP”) is another emerging technique that places all the protective layers, interconnections andinterconnection points directly on the surface of the wafer, such that completely packaged devices are made at wafer level.After probing and dicing, the die can be separated and may be directly attached to printed circuit boards.

LED Manufacturing ProcessLight Emitting Diodes (LEDs) are manufactured on sapphire or silicon carbide substrates of typically 2” to 4” in diameter.The LED is formed by depositing thin films on the substrate surface. Following this process electrical contacts are providedby a mask aligner. Individual dies are singulated by a laser scriber and a dicing machine. The individual LED dies are thentested and binned in different performance categories. Subsequently LED dies are attached to the package substrates. Theelectrodes of the LED die are connected to the leads of the package substrate with fine gold wire by a wire bonder. Thepackages are tested and sorted according to performance categories, and then taped to a reel for SMT processing.

The SMT Placement Process (Electronics Assembly)Modern electronic modules are produced by placing various components and connectors on printed circuit boards. Toensure the precision and efficiency required to handle ever smaller components at ever lower cost, the placement processtakes place on highly automated surface-mount technology (SMT) lines.

These SMT lines and the placement process in general can be divided into three main segments:



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• The solder paste printer, which applies solder paste to the printed circuit board (PCB) in order to keep thecomponents in place during the entire placement process.

• The placement machine, which places various components on the printed circuit board in predefined positions. Aplacement head, which can move along three axes and rotate around the Z-axis, uses suction to pick up acomponent from the tape or tray, checks the component’s position with the help of a camera system, computesits angle and offset from the nominal position, and places it onto the printed circuit board. When all componentshave been placed, a conveyor system moves the board to the next station and replaces it with a fresh, emptyboard. To increase the throughput rate, modern placement machines have several “revolver-type” placementheads, each of which is able to pick up and place multiple components per cycle in order to minimize the traveltime between pick-up and placement positions. And thanks to their modular design, the machines can beconfigured with different feeder modules, placement heads, camera systems, etc. in order to best meet thespecific production requirements. For products with many components and high line throughput requirements,multiple SMT placement machines are usually positioned in a line.

• The reflow oven, in which the solder paste is heated and hardened or adhesives are cured in order to create apermanent bond between the components and the printed circuit board’s conducting paths. Once all componentshave been placed, the PCB is transported into the reflow oven, where the board is heated to the appropriateprocessing temperature. The solder balls in the solder paste melt and create a mechanical as well as an electricalconnection between the components and the printed circuit board. If the SMD components were glued on, thereflow oven is used to cure the adhesive at a temperature that is lower than the heat required to melt the solderpaste. Once the adhesive has hardened, the boards are flow-soldered – usually after additional specialcomponents have been installed.

Modern SMT lines contain additional systems and components such as quality control systems (e.g., automated opticalinspection or AOI systems) or special process control systems (e.g., barcode readers).

Important Technology Trends for our Business

Technology Trends in Front-end and Back-endThe continuous demand for smaller, faster and cheaper semiconductor components drives the technology advances in thesemiconductor manufacturing process. As the transistors in an integrated circuit become smaller, the cost-per-componentdecreases. Fortuitously, at the same time the operating speed of the transistor increases. Thus the minimum size of asingle transistor in an integrated circuit is an extremely important parameter. This minimum size can be characterized by theso-called half-pitch, which is about equal to the smallest line width in the device. Today, our customers manufacturesemiconductor devices having a half-pitch as small as 45 to 22 nanometers (one nanometer is one billionth of a meter). Ourcustomers are qualifying and testing new critical processes to generate devices with line widths at or below 22 to 10nm,sometimes in a vertical 3D transistor architecture. Simultaneously, in our customers’ laboratories and several collaborativeresearch environments advanced 10nm and 7nm design rule devices are being developed.

Today, most of the newly installed semiconductor device fabrication capacity employs 300mm wafers. A transition towards450mm wafers is now planned. Early research in consortia is already taking place, while the first 450mm pilot factories arenow expected to emerge around 2015 to 2016.

In developing faster and smaller devices, our Front-end customers’ major technology requirements are:

• new thin film materials and device designs that can reduce the amount of power consumed in the device,increase the speed and reliability of the circuit, and increase the amount of charge that can be stored;

• reliable manufacturing of taller three-dimensional structures in devices;

• lithography of ever smaller feature sizes, now much smaller than the wavelength of visible light; and

• new manufacturing processes that reduce device variability and increase yield.

Technological developments in the Front-end process have resulted in new requirements for the Back-end manufacturingprocess. The ability to place millions of transistors onto a thumbnail-size device with vastly increased functionality hascreated the first major trend: the need for more input/output terminals in the same or smaller



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space. The challenge for Back-end equipment suppliers is to connect this increasing number of terminals in a package thatsometimes is barely larger than the chip. Wire bonding has been at the forefront of this transition, but for integrated circuitswith very high terminal count, the industry has developed ball grid array (“BGA”) and flip chip packaging that use the entiresurface of a die, and not just the perimeter.

A second major trend in the Back-end market segment is driven by the strong growth in demand for hand held devices.There is an ongoing need to build ever smaller and more complex packages at lower cost for this market. Individual diesmust be packaged in areas that are just slightly larger than the individual dies they contain. These chip scale packagesminimize the amount of space occupied by the end product on the circuit board.

A third major trend relates to the industry demand for a much higher level of integration, but still at lower cost and optimizedyield. This has resulted in a requirement to place multiple dies into the same package. The assembly of a combination of“known good dies” in a package can lead to higher yield than the combination of the same functionality blocks on a singlechip. Such a System-in-Package (“SiP”) is more than a simple collection of multiple dies: SiP products are fully functionalsystems or sub-systems. Moreover, devices from different supply chains, with sometimes entirely different feature sizes ortechnologies can be integrated this way. Dies can be placed next to and/or on top of each other, using stacked die bondingtechniques and sometimes mixing flip chip and wire bonding techniques in the same package. SiP is an advanced packageincorporating multiple devices into a single package. The devices can be integrated circuit dies, passive components andeven pre-packaged dies, that are bonded together by wire bonding or by flip chip bonding. SiP may also incorporatestacked die bonding. It is a powerful package that creates highly integrated products at low cost, minimized size and highperformance. Smaller form factor with more advanced functionality of emerging mobile electronic devices is driving thedemand for SiP solutions.Stacked die packages have grown significantly in recent years, achieving high density packaging at low cost, and areespecially popular in memory manufacturing. Stacked die packages can be made in different configurations, including stairstacked and pyramid stacked packages. It appears that in the near future an increasing fraction of the value of the devicewill be in the package, at the cost of the fraction that is for the die.

In wire bonding of semiconductor packages, copper wire bonding technology is emerging as a replacement of gold wirebonding, thanks to the lower overall package cost compared to gold wire bonding. Higher electrical conductivity, reducedoperating resistance and lower heat dissipation make copper wire bonding an ideal replacement of gold wire bonding.Copper also offers better thermal stability and mechanical properties that increase wire loop stability and bond strength.After overcoming several manufacturing challenges, copper wire bonding is now in production for a large range of packagetypes, such as QFNs, BGAs, QFPs, TSSOPs, and SOICs. In addition, other alloy wire bonding technologies, such as silveralloy bonding are set to replace gold wire in semiconductors.

Technology Trends in Electronics Assembly• As a result of the above, new technological requirements for placement equipment arise from the component side

as well as from downstream production processes and from the markets for end products.

• The trend toward integrating ever more complex functions in the smallest amount of space continues unabatedand will keep playing a significant role in the development of placement equipment and SMT productiontechniques. Examples of this trend include:

• More use of dies, which can be placed closer together because of their lack of packaging, and package-on-package (PoP) designs, which are placed one on top of the other

• More optical circuitry for faster transmission rates

• More component diversity

• The market for LED placement equipment is a good example of some of these technological requirements: Thesetup processes and programs must be able to handle the different LED brightness categories and accommodatethem with the addition of series resistors or by permitting only the placement of LEDs in the same brightnesscategory. Since LED components are very fragile, they must be positioned with great care using special nozzleshapes. In addition, the placement machines and



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conveyor systems must be able to process extra-long boards, because the multiple clusters of backlight units areoften very large.

• These and other developments in the component and PCB field pose ever tougher demands on the precision andflexibility of the placement equipment – from drives and gantries to feeders and vision systems to placementheads and pick-up systems. And since producers are also subject to increasing pressure in terms of costs andefficiency, this level of precision must be delivered even for high placement speeds and over long periods of time.Another challenge is the feeding of components directly from the wafer, which is a way of eliminating time-consuming and expensive process steps such as the packaging of dies and flip-chips. Other challenges areposed by the growth in selected application fields such as LED placement.

• New requirements arise also at the customer end. Shorter product life cycles and the rising number of productvariants along with optimized logistics chains reduce the average lot sizes and make for shorter lead times. At thesame time, today’s lines run at much higher speeds. As a result, each shift must be able to handle more andmore product changeovers, which means that the associated setup procedures reduce the productivity oftraditional SMT lines.

• In the process control area, customers want more features ranging from monitoring to full-fledged componenttraceability for sophisticated applications in medical technology, aerospace engineering and the automobileindustry. But no matter which industry they serve, electronics manufacturers have to deal with huge competitiveand cost pressures as well as a highly cyclical market environment.

• As far as recent trends in LED packaging are concerned, the sapphire or silicon carbide substrate for LED chipfabrication is migrating from 50mm to 100mm, some are moving to 150mm substrates in production. Largersubstrates can produce more LED chips in a wafer. Some manufacturers are moving to silicon substrates toreduce cost.

• With reference to chip sizes, High Power LED increases the chip size to 1mm or above to increase the totaloutput power for a single chip. Furthermore, as the LED efficiency increases, more chips move to 0.15mm toreduce the cost for small power application such as indicators. For package substrates, more High Power LEDpackages employ ceramic and silicon substrates for better heat dissipation.

Our Response to Technology TrendsWe develop and manufacture wafer processing systems and new thin film materials that enable our customers to producedevices that consume less power, are faster, show less variability, are more reliable and are able to store more electricalcharge.

Today, our leading-edge high volume production systems support the manufacturing of semiconductor devices having ahalf-pitch as small as 45 to 22 nanometers (one nanometer is one billionth of a meter). At ASMI, and in close cooperationwith our customers, we are qualifying and testing new critical process equipment for line widths of 32 to 15nm.Simultaneously, we are developing new 10 to 7nm technologies in our laboratories. Today, most of the newly installedsemiconductor device fabrication capacity employs 300mm wafers. Accordingly, our system and process development andsales effort is concentrated in 300mm equipment. Initial developments of 450mm equipment have started in parallel.

In order to meet our customers’ needs, we have developed, and are still developing many new materials. For example, inthe FEOL, high-k dielectrics and novel metal gate electrodes can improve the performance and reduce the powerconsumption of a device, thereby enhancing battery life. This same class of materials can also lead to larger charge storagein a smaller capacitor, critical for memories and RF circuits. Whereas in the recent past much focus has been on thedevelopment of the high-k dielectric, today as much focus is on new technologies and materials for the metal gate electrodeand the gate sidewall passivation. Another example of new materials in the FEOL are our silicon-germanium (“SiGe”) andsilicon-carbon (“SiC”) and silicon-carbon-phosphorous (“SiCP”) epitaxial materials that can increase the switching speed ofthe transistors and the circuit in which they are embedded by so-called strain engineering. This can be done withoutnegatively affecting the power these transistors consume.

We expect that the creation of 3D vertical transistors will increase the demand for processes with better coverage of 3Dstructures. In response to this trend, we have developed and are still developing a variety of Atomic Layer



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Deposition (ALD) and epitaxy processes. ALD is an advanced technology that deposits atomic layers one at a time onwafers. This process is used to create ultra-thin films of exceptional quality and flatness. Plasma is sometimes used toenhance the process further (Plasma Enhanced ALD, or PEALD).

In the BEOL or interconnect process, a continued demand to improve the speed at which signals travel through thin copperwires has led to the development of a full suite of low-k materials. These low-k materials can decrease the amount of delayin signal propagation, resulting in, for example, faster microprocessors. Simultaneously these low-k materials can reducethe amount of power loss in the interconnections. We have been one of the leaders in successfully introducing these low-kmaterials in the market. We are continuing to develop improvements to this low-k technology to enable faster interconnectcircuits.

We have also developed and sold new processes and wafer processing equipment to enable the creation of narrow lineshaving dimensions beyond the resolution of common lithography, and with low line width variability. For that purpose wehave developed low temperature plasma enhanced ALD processes that are compatible with the photoresist processes thatare common to lithography tools.

In addition to addressing the technology needs of our customers, the relentless drive of the industry to reduce costcorresponds to significant spending on development programs that further increase throughput, equipment reliability, andyield in our customer’s line, and further lower the cost of the wafer processing systems. In order to enable furtherefficiencies in our manufacturing process, we have improved, and will continue to improve the level of standardization in ourequipment portfolio by migrating to common platforms, sub-assemblies and components. This requires a significantengineering effort.

For our Back-end customers, lead frame and wire bond technology continues to offer the most flexible method ofconnecting the die to the printed circuit board. Increasing pressure on the number of I/O terminals per unit area of siliconcontinues to drive down the distance between two adjacent interconnect points or pads, reducing the bond pad pitch andallowable wire diameter. In order to achieve lower manufacturing costs for lead frames, high density lead frames need to beproduced. This can be achieved by maximizing strip unit density and manufacturing larger matrix lead frames.

The increasing I/O requirement has also resulted in the use of several rows of these pads on a single die. Production is nowongoing with a bond pad pitch of 30 microns. Wire bonding must not only address decreasing wire diameters and pitch, butalso address the throughput to reduce the overall cost of the device. Future wire bonding platforms will be able to operate inan environment that requires the bond pad pitch to be at 25 microns. The increasing row count will require better control ofthe wire shapes and looping profiles to maintain signal integrity at high communication speeds. All of this must be achievedwith the highest possible speed and reliability. In addition, semiconductor manufacturers are looking to automation andintegration of Back-end equipment as ways to reduce costs and increase productivity.

Increasing pressure on the level of integration and reduction in size of handheld or mobile devices has given rise to severalalternative assembly and bonding techniques and materials, such as flip chips and several chip-scale packaging methods.Stacked die packages, in which more than one die is stacked on top of another, to form a single device, play a major role inthe handheld appliance market. We are responding to the need of stacked die packages by developing better wire bondingtechniques, for example, by controlling the shape of the wire loop. We are currently developing methods of working withinsulated wires, which will allow for more crossed connections in a device.

The newly developed ASM Die Bonder isLinDA offers a wide range of benefits with the sole target of producing highestspeed and quality at lowest cost per die placement. Special handling and operating aspects of stacked and thin die areincorporated in the machine concept. The extremely fast vision system and the ultra-light pick and place head withinnovative linear motor technology offer a significant increase in performance, product quality and yield.

In Electronics Assembly, in close coordination with customers and other partners, our SMT placement machines, under thebrand name SIPLACE, are developed and manufactured to process a broad spectrum of components with high speed,precision and reliability. Our modular machine designs allow customers to flexibly adapt their SMT lines to shorter leadtimes, fluctuating workloads, frequent product changes and smaller lot sizes.

With their digital vision systems, intelligent SIPLACE X-feeders, head models, conveyor systems and linear drives, allcurrent SIPLACE platforms use a shared pool of basic hardware modules to simplify the production and maintenance of theentire portfolio.



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To put the performance and flexibility of its machines to the best possible use, ASM Assembly Systems has developed theextensive SIPLACE software suite, which ranges from production scheduling to line and process control to monitoring,setup verification and traceability. In addition, the SIPLACE FACTS materials management system and the SIPLACE LESline execution system for setup-optimized production synchronization provide customers with powerful software solutions.

Products

Market CoverageThe table below indicates the major market segments of the semiconductor equipment industry. The principal marketsegments in which we participate are underlined.

Major Market Segment 1

MarketSegment 1

Test and relatedSystems

IC Fabrication Equipment orFront-end

IC AssemblyEquipment or Back-end

Automated Test Systems MicroLithography and MaskEquipment

Assembly Inspection Equipment

Material Handling Systems CMP Equipment Dicing EquipmentIon Implanters Bonding EquipmentDeposition and Related Tools 2 Packaging EquipmentEtching and Cleaning Tools Integrated Assembly SystemsProcess Diagnostic Equipment Leadframes 3

(1) Based on VLSI Research Industry Segmentation (www.vlsiresearch.com).(2) This segment also includes diffusion and oxidation furnaces.(3) While the materials segment is not included by VLSI Research in the Back-end segment, lead frames are a

significant component of our revenues.

Front-end Segment ProductsASMI’s Front-end segment products come from a number of product platforms, with each platform designed to host andenable specified process technologies. The products in each product platform are linked through common technologyelements of the platform, for example a common in-system software framework, common critical components, similarlogistics (batch or single wafer processing), or a similar wafer processing environment (wet or dry). The following table listsour principal product platforms for the Front-end market, the main process technology that they enable, and thesemiconductor device manufacturing solution for which the products from that platform are used.

ProductPlatform

ASMI ProcessTechnology Products

Advance®

Series

ALD, CVD,diffusion/oxidation,LPCVD

A400, A412, A4ALD, Vertical Furnace Systems

XP (1) ALD, PECVD,PEALD, Epitaxy

Pulsar® and EmerALD ALD Products, PECVD Products, PEALD Products,Intrepid® Epitaxy(2)

XP8 (1) PECVD, PEALD Eagle® PEALD and Dragon PECVDEpsilon Epitaxy, LPCVD Epsilon 2000 and Epsilon 3200 (3) Single Wafer Epitaxy Systems

Polygon® ALD Polygon 8200, Polygon 8300 (4) , Pulsar (4) Single Wafer Atomic Layer DepositionSystems

(1) The XP is our standard single wafer processing platform designed to accommodate multiple process applicationmodules with common platform standards. In 2012 ASM launched the XP8 high productivity platform for PECVD andPEALD, based on our common XP platform standard with an expanded configuration that enables integration of upto 8 chambers on one wafer handling platform.



(2) In 2012 ASM launched the Intrepid XP tool which enables up to 4 Epitaxy process modules integrated on the XPplatform.

(3) The functionality of the Polygon, Pulsar and EmerALD has merged with the XP platform starting in 2009.

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Description of our Front-end Segment’s Product Platforms

AdvanceThe Advance is our Vertical Furnace, batch processing platform. Products built on this product platform are used fordiffusion, oxidation, (LP)CVD and ALD. The product platform is used in many manufacturing steps, from the production ofsilicon wafers to the final anneal in interconnect. The A400 is a system for 150 and 200mm wafers, while the A412 is for300mm wafers. The A412 systems feature two reactors above a rotating carousel, a dual-boat concept for high productivity,and a wide range of process applications with variable load sizes from 25 wafers for shortest cycle time requirements, up to150 wafers for lowest cost requirements in a single run. In this series, we also offer the A4ALD, for atomic layer depositionof dielectrics and metals.

XP PlatformThe XP is our high productivity common single wafer product platform, for 300mm. The XP platform will enable integrationof sequential process steps on one platform. The XP is now available with Pulsar and EmerALD ALD modules, IntrepidEpitaxy modules, as well as PECVD and PEALD modules.

The XP common platform will benefit our customers through reduced operating costs since multiple ASM products now willuse many of the same parts and consumables and a common control architecture improves ease of use. The XP commonplatform enables us to improve the coherency in our product portfolio.

XP8 PlatformThe XP8 platform follows the basic architectural standards of the XP, but provides even higher productivity with up to 8chambers integrated on a single wafer platform. The XP8 is now available with PECVD and PEALD modules.

EpsilonThe Epsilon is our platform for single wafer epitaxy. The Epsilon product platform offers a wide range of epitaxy productsand materials for many applications, ranging from high temperature silicon used in silicon starting material manufacturing,to low temperature, selective or non-selective silicon, silicon germanium (“SiGe”), silicon-carbon (“SiC”) used in CMOSdevices and silicon germanium carbon (“SiGeC”) used in bipolar devices. The Epsilon 2000 is a single wafer, single reactorsystem for 150mm and 200mm wafers. The Epsilon 3200 is a single wafer, single reactor system for 300mm wafers.

PolygonThe Polygon is a single wafer atomic layer deposition platform. It features a six-sided central vacuum handler, capable ofhosting up to four reactors. The Polygon 8200 is used for 150 and 200mm wafers, and for magnetic head substrates. ThePolygon 8300 is used for 300mm wafers. One or more Pulsar modules with ALD technology can be integrated onto theplatform. Products built on this product platform are currently being used in, among others, ALD high-k gate dielectrics forhigh performance logic, metal-insulator-metal capacitors for system on a chip applications, and magnetic head gap fill.

Description of our Front-end Segment’s Process Technology PlatformsDepending on application, a process technology can be used in more than one product platform. Process technologies thatare intended for use across multiple product platforms are called a process technology platform. The technologies in aprocess technology platform share a common knowledge base and patent portfolio. ALCVD, for example, is enabled onboth our single wafer and batch product platforms. This gives us the principal ability to provide a single wafer tool for acertain application early in the lifecycle, when short development cycle times are needed, and later in the lifecycle switch toa batch tool for efficiencies in high volume production, using the same chemistry and maintaining basic materials properties.

ALCVD: Atomic Layer Deposition and Plasma Enhanced Atomic Layer DepositionALCVD is one of the newest technologies to deposit ultra-thin films of exceptional flatness and uniformity. This technologywas brought into ASMI in 1999 with the acquisition of ASM Microchemistry, who first developed the thermal ALDtechnology. PEALD is an extension of this original ALD technology that uses plasma, which was brought into ASMI in 2001through a partnership with Genitech and a subsequent acquisition in 2004. The use of plasma enables us to deposit highquality films at very low temperatures. Collectively ASMI refers to these two technologies as its ALCVD process technologyplatform. ALCVD is a very versatile technology platform that can be used to deposit high-k insulating materials, conductors,silicon oxide and silicon nitride. Selected ALCVD processes

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are released on our Polygon, XP, XP8 and Advance product platforms. We expect that the trends of continued scaling, andevolution towards three dimensional device structures plays into the strength of our ALCVD position.

LPCVD: novel chemistriesOn our LPCVD process technology platform we have developed processes with new chemistries (under the trademarkSilcore) that enable the deposition of silicon and silicon containing materials at low temperatures. We offer processes onour Intrepid module and Epsilon product platform for selective and non-selective epitaxy, single wafer LPCVD, and on ourAdvance 400 product platform for thin, smooth polycrystalline Si. Our strategy for the LPCVD process technology platformas a whole is to continue to qualify new chemistries developed by, and with, our chemical suppliers for all of our productplatforms, well in advance of the development of our customers’ needs.

Back-end Segment ProductsThe following table lists ASM Pacific Technologies (“ASMPT”) principal products for the Back-end market and the maintechnologies that they enable.

ProductPlatform

ASMI ProcessTechnology Products

Die Attach Equipment Die Bonding AD8312epoxy, ISLinDA stack die, AD830, AD838, AD838L,AD210. MCM12 multi chip, SD832D soft solder, IS898 glassattach Systems, AD211/AD220 Eutectic Die Bonder

Scanning and Sorting Equipment Die Sorting AS899, MS100 Plus die sorting Systems; ES101/ES201Automated Optical Inspection System

Flip Chip Equipment Flip Chip Bonding AD9012A, , AD9012TS, AD9212 solder flip chip bonder, AD9312TCB flip chip, AD9012TC, Hummingbird stud bumping Systems

Wire Bonding Equipment Thermosonic Gold/Copper Wire Bonding TwinEagleXtremeGo/CuiHawkXtreme GoCu EagleXtremeGoCu, A350

Wire Bonding Equipment Ultrasonic Aluminum Wedge Bonding Heavy Aluminum Wire BonderAL501, AB530, AL512, AB559A rotatingbond head, Leo-H

Singulation Equipment Singulation Laser Scriber LS100

Encapsulation Equipment Molding, Dispensing and Jetting IDEALmold 3G mold and Osprey transfermolding Systems, IDEALcompress/IDEALab Silicone Liquid Molding,DS500 dam-and-fill Systems, DS520Jetting System, DS86 Dispense and Compensation System

Post Encapsulation Equipment Ball Placement, Testing and Marking, Trim andForm, Singulation, Binning

BP2000 ball placement, iSAP jig saw and sorting,MPhoenix, MP-TAB trim form system, FT2030S, FT-mini,FT2018, FV2030 Vision Inspection, SLS230 LED Testing &Sorting, SLT400/AT410 LED Taping, IP360 Package Sortingand Taping System

Die and Flip Chip Bonding, and Die Sorting ProductsASMPT manufactures several die bonding models as well as die sorting equipment to address various markets includingsemiconductors and light emitting diodes (LED). The latest epoxy die bonder platform for 300mm wafers continues the pathundertaken by ASMPT to provide customers with high quality cost-efficient systems. With its capability of handling up to300mm wafers, fully automatic operation, epoxy writer, pre and post bond inspection and wafer mapping, this platform isable to provide customers with favorable operational results. Variations on this platform have been developed to addressthe requirements of the growing stacked die market. The ability to handle silicon devices down to 25 microns in thickness isa key feature for the future.

ASMPT's ISLinDA is a cutting edge 12” die bonder for stacked and thin die bonding capability. It is excellent in thin diehandling employing various patented thin die ejecting systems. It can achieve high throughput and accuracy by a dual headsystem and a powerful vision system. To facilitate accurate factory automation during stacked die package manufacturing, itis also equipped with the intelligent iLaser system and bond arm system for automatic die layer and thickness detection.



The Twin832 is a high speed epoxy die bonder equipped with an innovative dual patented bond head system. It is suitablefor handling a large range of IC/discrete packages, especially SiP, for multi-chip bonding for standalone or

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in-line machines. High density lead frames can be applied in the Twin832 as its large range of work-holder track widthmaximizes customer's productivity at low production cost.

Packaged device performance is continually pushed to higher levels. In critical applications, devices are increasinglyutilizing flip chip interconnect methods to provide higher levels of electrical performance. Our flip chip platform provides highspeed flip chip die bonding for IC applications. Variations of this platform have evolved to provide for the use of ultrasonics,heat force or the combination of these to affect the process. There continues to be a very large market in which the die andwafer sizes are relatively small, under 30 mils square. A mil is 1/1000 of an inch. Many of these devices are attacheddirectly to printed circuit boards (Chip on Board, “COB”) or very large arrays. Therefore, many different handling methodsare required. We have several systems addressing the various form factors represented in the market.To address theincreasing adoption of flip chip technologies in mobile electronics, ASMPT newly developed a high precision ThermalCompression flip chip bonder - the AD9312. The AD9312 is equipped with innovative shared optics to achieve ultra highbonding accuracy. It is also adopting the intelligent bond head active tilting control and patented active vibration control forhigh quality bonding with excellent coplanarity and stability.

The LED business requires both high speed and high precision manipulation of very small devices. Many of these devicesare assembled in arrays with a die attach process. In these arrays brightness and color must match. We have developedseveral platforms for sorting these devices and segregating them according to the customers’ requirements. The highpower LED market for general purpose illumination continues to grow. These devices have unique thermal and electricalrequirements that must be met by the die attach process. We have a new platform that addresses the use of soft solder in aspecial atmosphere that facilitates this special process. Machines may be configured to operate stand-alone or connectedto epoxy curing ovens and wire bonders.

Wire Bonding ProductsGoCu is ASMPT's state-of-the-art copper wire bonding solution. A series of ASMPT's high performance gold wire bondercan be upgradable for copper wire bonding, such as the Eagle Xtreme, the iHawk Xtreme, the Harrier Xtreme and theTwinEagle Xtreme. With GoCu, copper wire bonding can be faster and can also provide better aluminum remnant controlthan using gold. Together by offering a revolutionary solution for the second bond, GoCu provides an excellent copper wirebonding solution ready for customers' mass production.

The Eagle Xtreme and iHawk Xtreme gold wire bonders continue to extend the productivity of the process as well asexceed the industry roadmaps for required bond pad pitch. Additional features on the Eagle Xtreme allow it to deal with thecomplex wire geometries and extreme height variations that are prevalent in the stacked die packages being built today athigher productivity rates. The productivity envelope was enlarged with the introduction of our latest dual head platform, theTwinEagle Xtreme and Harrier Xtreme. This tool provides all the capabilities of our standard Xtreme but with higher outputper floor space required.

We also extended our product portfolio in the wedge bonder area with newer, faster, more flexible systems to address theconsumer products market that focuses on cost effective solutions. The expansion of the flip chip process has also providedus with opportunities to take advantage of our wire bonder technology to provide platforms capable of applying gold orcopper stud bumps on wafers up to 300mm in diameter.

Encapsulation ProductsOur auto molding product line continues to build on the success of our earlier automated multi-plunger molding systems.The IDEALmold serves the industry segment that requires very high throughput with production flexibility. The recent shift inlot sizes and package variability also required a new platform. We have met this requirement with our Osprey single stripmolding system. With this platform, the emphasis is on quick material and package conversions for low volume, high mixsituations. As with all ASMPT products, it can be configured for stand-alone or integrated in the IDEALine (see below) withmany of our other Back-end products.

Post Encapsulation ProductsBall placement systems have seen strong growth as the ball grid array (“BGA”) package types continue to expand. Theseare the mainstream packages for microprocessors and other high performance chips found in computer systems today. Ourearly work in this area has allowed us to be the exclusive supplier of ball placement systems to the major provider of suchcomponents. As the number of package variants continues to increase along with the lead frame unit density, our postencapsulation products (“PEP”) have also evolved. The variation requires systems that are more flexible and faster to



convert. The increased density has reduced the need for press speed but increased the emphasis on precision. Thedecrease in package thickness has dictated a change in the tooling

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methodology to provide more support throughout the trim, form, and singulation processes. Significant changes have beenmade in design to migrate to turret handling and offloading for small packages. These changes allow the incorporation offaster handling across more processes in a smaller footprint than the conventional linear approach. Significant inroads havebeen made in the incorporation of test heads into these lines so that units emerge ready to ship.

Automated SystemsThe FT2018/ FT-Mini is our high speed turret based test handler for small discrete (FT2018) and mini discrete (FT-Mini)applications. Both FT2018/ FT-Mini are equipped with a highly accurate turret system and tape-and-reel system for highquality testing and finishing processes. The FT2018/ FT-Mini also offers intelligent features, such as iContact for packageprotection and iContact Plus for automatic position learning to have optimized contact level.

The IDEALine integrates Back-end assembly, packaging, and test handling equipment. Such lines can be fully controlled bycomputers minimizing operator intervention and providing better quality through more stringent process recipe control. Webelieve we are the only manufacturer of Back-end equipment capable of offering such an extensive integrated line using ourown equipment. These lines integrate serial process steps with mechanical and software linkages. Offered in a modularformat, customers may integrate some or all of the following processes that we supply: die bonding and inspection, epoxycuring, wire bonding and inspection, encapsulation, post mold curing, package singulation, test handling, inspection, lasermarking, packing, and finishing.

SMT ProductsThe following table lists the ASM Pacific Technologies (“ASMPT”) principal product platforms for the SMT market and themain applications/industries they are targeted at.

Electronics Assembly Products (Hardware)

Type of Production Applications/Industries Platforms

High-end/high-speed environments Large EMS providers, telecommunication & IT products,LED placement

SIPLACE XSIPLACE CA

High-quality/high-mixenvironments

Small and medium-sized EMS providers, machine controls,automobile industry, aerospace

SIPLACE SX

Cost-sensitive high-volume environments Medium-sized and large EMS providers SIPLACE D

Within the platforms, machines with different gantry and head configurations are available (e.g., SIPLACE Di1, SIPLACEDi2, SIPLACE Di4, or SIPLACE SX1, SIPLACE SX2, SIPLACE SX 4 etc.)

Electronics Assembly Products (Software)

Applications Products

Production planning, optimization and line control SIPLACE ProSICluster / SICluster ProSIPLACE EDM

Production monitoring, process control SIPLACE OISSIPLACE Feeder ManagerSIPLACE Explorer

Setup verification, traceability SIPLACE Setup CenterSIPLACE Traceability

Order & materials management SIPLACE FACTSLine execution & process synchronization SIPLACE LES

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The SIPLACE X Series is our powerful high-end SMT platform able to handle 01005 components, which is the smallestcomponent size being processed today, with no slowdown in high-volume environments. The SIPLACE X-Series is anattractive solution for large EMS companies, mobile phone production and the growing LED placement market.

The SIPLACE CA Series is the first placement platform that can supply components directly from the wafer as well as withclassic SMT feeder technologies. For the electronics manufacturer, this capability means increased flexibility andinvestment protection.

The highly flexible SIPLACE SX placement platform has special interchangeable gantries, intelligent feeders and innovativesetup concepts, all of these make SIPLACE SX an ideal solution for high-mix environments. The key feature of this highlyinnovative solution is the “Capacity-on-Demand” function. The newly developed SIPLACE MultiStar placement headswitches automatically between Collect & Place mode, Pick & Place mode and a special mixed mode, which is why it canbe used for the fast placement of standard components as well as for the end-of-line placement of large components.Thanks to these properties, even high-mix lines can operate well balanced at all times for improved total line productivity.

With the digital SIPLACE Di-Series, which combines high-tech innovations with proven technologies, a favorable price-performance ratio and cost of ownership, SIPLACE offers a platform for highly cost-sensitive users in the standard andhigh-performance segment who require lots of flexibility and the latest technology.

Intellectual Property and Trademarks

Intellectual PropertyBecause of the rapid technological advances in the microelectronics field, our products must continually change andimprove. Accordingly, we believe that our success will depend upon the technical competence and creative ability of ourpersonnel as well as the ownership of and the ability to enforce our intellectual property rights.

We own and license patents that cover some of the key technologies, features and operations of our products and areregistered in the principal countries where semiconductor devices or equipment are manufactured or sold. For instance, wehave hundreds of issued patents that relate to our ALCVD process technology platform. As another example, we have asignificant number of issued patents related to Silcore and other specialized LPCVD process chemistries.

The following table shows the number of patents for which we made an initial filing during the indicated year and thenumber of patents in force at the end of the indicated year. As part of a program to reduce cost, the patent portfolio wascritically reviewed against the current business strategy in 2009. Cost control measures and stricter patent filingprioritization in 2010 resulted in a lower initial patent filing rate in 2010 compared to 2009. Increased R&D activity in 2011resulted in a higher filing rate.

Segment For year: 2008 2009 2010 2011 2012

Front-end Initial patent filings 79 47 33 51 64Patents in force at year end 872 830 931 1,043 1,127

Back-end Initial patent filings 18 19 18 21 33Patents in force at year end 332 399 436 731 813

We have entered into worldwide, non-exclusive, non-transferable and non-assignable licenses with Applied Materials forpatents related to epitaxy and certain chemicals used to deposit insulating layers for PECVD. We pay Applied Materials aroyalty on sales of equipment that use certain patented technologies. A number of the licensed patents have alreadyexpired and the royalties related to these patents have ended. The remaining royalty bearing patents that we use expire atvarious times through 2013. Upon expiration of the patents, the technology may be used royalty-free by the public, includingus. For further information, see Item 3.D, “Risk factors—We license the use of some patents from a competitor pursuant toa settlement agreement; if the agreement is terminated our business could be adversely affected.”

We have licensed our intellectual property in parts of our ALCVD process technology platform through non-exclusive,restricted field of use license agreements to a limited number of companies. In addition to generating revenue, we seek toaccelerate market acceptance of our ALCVD technology through our licensing efforts.

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We have licensed our RTP portfolio of 61 issued patents and 11 pending patents to Levitech BV.

In the Back-end market, companies generally compete based on their cumulative expertise in applying well knowntechnologies to improve productivity and cost-efficiency. As a result, we have historically filed fewer patents related to ourBack-end operations. Due to increasing pressure on new technology development in the Back-end market, and theincreasing fractional value of the package in the device, we expect the importance of patents in the Back-end marketsegment to increase over the following years. Wherever deemed necessary, ASM Pacific Technology will file for protectionof its innovations.

TrademarksASM, the ASM International logo, Advance, Aurora, Dragon, Eagle, EmerALD, Epsilon, Polygon, Pulsar and Silcore are ourregistered trademarks. A400, A412, ALCVD, Atomic Layer CVD, Intrepid, NCP, PEALD, are our trademarks. “The Processof Innovation”, “The Switch Is On” and “Drive Innovation. Deliver Excellence.” are our service marks.

AB500B, Cheetah, DreamPAK, DRYLUB, EQUIPMANAGER, EQUIPMGR, FAB Farming, IDEAL Compress, IDEALine,IDEALsystem, IDEALab, IDEALNet, PGS, SMARTWALK, SOFTEC, SmartSurf, and Ultravac are registered trademarks ofASM Pacific Technology Ltd. Eagle60, Harrier, Hummingbird, IDEALmold, OSPREYLine, TwinEagle, SolarCSI, SolarWIS,SolarMTS, SolarLAS, NANOCU, SolarXchange, SolarATM and DYNAMAX are trademarks of ASM Pacific Technology.

SIPLACE is a trademark licensed from Siemens AG by ASM Pacific Technology in respect of its electronics assemblysystems business.

LitigationThere has been substantial litigation regarding patent and other intellectual property rights in semiconductor-relatedindustries. Although we have been involved in significant litigation in the past, we are at present not involved in any litigationwhich we believe is likely to have a material adverse effect on our financial position. In the future, additional litigation maybe necessary to enforce patents issued to us, to protect trade secrets or know-how owned by us or to defend ASMI againstclaimed infringement of the rights of others and to determine the scope and validity of the proprietary rights of others. Anysuch litigation could result in substantial cost and diversion of effort by us, which could have a material adverse effect onour business, financial condition, and earnings from operations. Adverse determinations in such litigation could result in ourloss of proprietary rights, subject us to significant liabilities to third parties, require us to seek licenses from third parties orprevent us from manufacturing or selling our products, any of which could have a material adverse effect on our business,financial condition and earnings from operations.

Research and DevelopmentWe believe that our future success depends to a large extent upon our ability to develop new products and add improvedfeatures to existing products. Accordingly, our global product development policies and local activities are for the most partdirected toward expanding and improving present product lines to incorporate technology advances and reduce productcost, while simultaneously developing new products that can penetrate new markets. These activities require theapplication of physics, chemistry, materials science, chemical engineering, electrical engineering, precision mechanicalengineering, software engineering, and system engineering.

Our net research and development expenses were €78.8 million, €129.4 million and €149.2 million in 2010, 2011 and 2012,respectively. We expect to continue investing significant resources in research and development in order to enhance ourproduct offerings. Our research and development activities are chiefly conducted in the principal semiconductor markets ofthe world, which enables us to draw on innovative and technical capabilities on an international basis. Each geographiccenter provides expertise for specific products and/or technologies. This approach, combined with the interactions betweenthe individual centers, permits efficient allocation of technical resources and customer interaction during development. In2010, we formed a globally Platform Engineering group that addresses the needs for common platforms for the variousproducts in our Front-end Segment. Selected resources in Belgium, Almere and Helsinki have been grouped underCorporate R&D, addressing the common needs for advanced materials research and process integration work for the 15nmto 7nm nodes.

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Segment Location

Number of R&Demployees as of

December 31, 2012,exclusive oftemporaryworkers

Front-end Almere, the Netherlands 47Leuven, Belgium 24Helsinki, Finland 14Phoenix, Arizona, United States 105Cheonan, South Korea 37Singapore 4Tama, Japan 79

Back-end Hong Kong, the People’s Republic of China 500Singapore 351Chengdu, the People’s Republic of China 185Munich, Germany 187United Kingdom 1

Total 1,534

As part of our research and development activities, we are engaged in various formal and informal arrangements withcustomers and institutes. At December 31, 2012, our Front-end segment was engaged in several formal joint developmentprograms with customers for 300mm applications of our products. As part of these efforts, we may sell new products tocustomers at a significantly reduced margin, and invest significant resources in the joint development and subsequentproduct qualification. We sometimes also cooperate with other semiconductor capital equipment suppliers incomplementary fields, in order to gain knowledge on the performance of our own deposition processes, in cooperation withother processes, either in bilateral or in publicly funded projects. In addition to cooperating with customers and other capitalequipment suppliers, we also enter into research projects with technical universities and institutes (including for exampleTNO and IMEC, in the Netherlands and Belgium respectively).

We participate also in publicly funded programs, mainly in Europe, to develop the production technology for semiconductordevices with line widths of 15 and 11nm and below, and in More-than-Moore technologies. Among our current cooperativeefforts are projects awarded under the Information Society Technologies (IST) seventh framework program. We are also apartner in several cluster development programs in the Eureka initiative by MEDEA+ (Micro Electronics Development forEuropean Applications) and its successor CATRENE (Cluster for Application and Technology Research in Europe on Nano-Electronics.

In 2011 we renewed our strategic R&D partnership with the Interuniversity MicroElectronics Center (IMEC) in Leuven,Belgium. Our Epsilon, A412, Pulsar, EmerALD, Dragon and Eagle based products are involved in this partnership. In 2012we significantly expanded our partnership with additional ALD and Epi capability. This gives us the opportunity toinvestigate, both jointly and independently, the integration of individual process steps in process modules and electricallyactive devices. We have been partnering with IMEC since 1990.

In December 2003, we commenced a five-year partnership with University of Helsinki that aims at further development ofatomic layer deposition processes and chemistries. This partnership was extended for a second quinquennial in December2008.

Manufacturing and SuppliersOur manufacturing operations consist of the fabrication and assembly of various critical components, product assembly,quality control and testing.

In 2004, in order to reduce manufacturing costs in our Front-end operations we established FEMS, a manufacturing facilityin Singapore, to manufacture certain generic subsystems and subassemblies for our Vertical Furnaces that we previouslyoutsourced. In 2009 we started the transition of manufacturing of ASM products to be final assembled in Singapore, i.e.



including final assembly, test and shipment of the system to the customer from the FEMS facility. We closed down ourmanufacturing operations in Almere, the Netherlands, at the end of 2009, and we closed our manufacturing facilities inPhoenix (US) and in Nagaoka (Japan) in 2010.

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With this transition we have also implemented a global organization for our procurement activities.

In 2012 we strengthened our organization with a global supply chain function, that includes, in addition to procurement,responsibility for supply chain quality and inventories.

Our Back-end operations are vertically integrated. The manufacturing activities in Hong Kong and Singapore consistprimarily of assembling and testing components and subassemblies manufactured at our main manufacturing facilities inthe People’s Republic of China and Malaysia.

Marketing and SalesWe market and sell our products with the objective of developing and maintaining an ongoing, highly interactive service andsupport relationship with our customers. We provide prospective customers with extensive process and product data,provide opportunities for tests on demonstration equipment and, if required, install evaluation equipment at the customer’ssite. Once equipment has been installed, we support our customers with, among other things, extensive training, on-siteservice, spare parts and process support. All of this is further supported by in-house development to enhance theproductive life of existing equipment. We make hardware improvements available in the form of retrofit kits as well as jointdevelopment of new applications with our customers.

Because of the significant investment required to purchase our systems and their highly technical nature, the sales processis complex, requiring interaction with several levels of a customer’s organization and extensive technical exchanges,product demonstrations and commercial negotiations. As a result, the full sales cycle can be as long as 12 to 18 months forsales of Front-end equipment and 2 to 4 months for sales of Back-end equipment. Purchase decisions are generally madeat a high level within a customer’s organization, and the sales process involves broad participation across our organization,from senior executive management to the engineers who designed the product.

To market our products, we operate demonstration and training centers where customers can examine our equipment inoperation and can, if desired, process their wafers or individual dies for further in-house evaluation. Customers are alsotrained to properly use purchased equipment.

To execute the sales and service functions in the Front-end, we have established a global sales force, in which all regionalunits report directly into the global sales organization. We have sales offices located in Europe (in the Netherlands, France,Ireland, Germany and Italy), Israel, Taiwan, Korea, the People’s Republic of China, Singapore, the United States of Americaand Japan. At the end of 2012, 248 employees were employed in sales and marketing of Front-end products, representing15 % of total Front-end segment staff.

Sales of Back-end equipment and materials are provided by our principal offices in Hong Kong and Singapore, throughdirect sales offices in the People’s Republic of China, Taiwan, the Philippines, Malaysia, Thailand, Japan, Europe and NorthAmerica, and through sales representatives in South Korea and some parts of the United States. At the end of 2012, 566employees were employed in sales and marketing of Back-end products, representing 4% of total Back-end segment staff.

CustomersWe sell our products predominantly to manufacturers of semiconductor devices, manufacturers of silicon wafers andassembly companies. Our customers include most of the leading semiconductor and wafer manufacturers. Our customersvary from independent semiconductor manufacturers that design, manufacture, and sell their products on the open market,to large electronic systems companies that design and manufacture semiconductor devices for their own use, tosemiconductor manufacturers, known as foundries that manufacture devices on assignment of other companies, including“fabless” companies that design chips but do not have wafer processing factories.

Our largest customer accounted for approximately 5.2%, 6.4% and 8.8% of our net sales in 2010, 2011 and 2012,respectively. For our Front-end segment this was 21.6%, 22.8% and 33.6% of our net sales in 2010, 2011 and 2012,respectively. For our Back-end segment this was 4.3%, 3.5% and 4.9% of our net sales in 2010, 2011 and 2012,respectively. Our ten largest customers accounted for approximately 27.9%, 27.9% and 31.6% of our net sales 2010, 2011and 2012, respectively. For our Front-end segment this was 61.2%, 70.4% and 75.3% of our net sales in 2010, 2011 and2012, respectively. For our Back-end segment this was 23.7%, 20.2% and 25.1% of our net sales 2010, 2011 and 2012,respectively. Historically, a significant percentage of our net sales in each year has been attributable to a limited number ofcustomers; however, the largest customers for our products may vary from year to year depending upon, among otherthings, a customer’s budget for capital expenditures, timing of new fabrication facilities and new product introductions.



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The following table shows the distribution of net sales, by segment and geographic destination of the product:

SEGMENTPERCENTAGEOF NET SALES GEOGRAPHIC DESTINATION PERCENTAGE OF NET SALES

Front-end Back-end

Front-end 26.1% S.E. Asia 8.4% 55.4%Europe 5.5% 12.6%

Back-end 73.9% United States 9.3% 4.6%2012

Japan 2.9% 1.3%


Front-end Back-end



Japan 3.0% 2.9%


Front-end Back-end



Japan 2.7% 4.7%

Customer ServiceWe provide responsive customer technical assistance to support our marketing and sales. Technical assistance isbecoming an increasingly important factor in our business as most of our equipment is used in critical phases ofsemiconductor manufacturing. Field engineers install the systems, perform preventive maintenance and repair services,and are available for assistance in solving customer problems. Our global presence permits us to provide these functions inproximity to our customers. We also maintain local spare part supply centers to facilitate quick support.

We provide maintenance during the product warranty period, usually one to two years, and thereafter perform maintenancepursuant to individual orders issued by the customer. In addition to providing ongoing service, our customer serviceoperations are responsible for customer training programs, spare parts sales and technical publications. In appropriatecircumstances, we will send technical personnel to customer locations to support the customer for extended periods of timein order to optimize the use of the equipment for the customer’s specific processes. For our Front-end operations, wherethe availability of field support is particularly important for a sale, 560 employees were employed in customer service at theend of 2012 representing 34% of total Front-end segment staff. For our Back-end operations 1,175 employees wereemployed in customer service at the end of 2012, representing 7% of total Back-end segment.

CompetitionThe semiconductor equipment industry is intensely competitive, and is fragmented among companies of varying size, eachwith a limited number of products serving particular segments of the semiconductor process. Technical specifications of theindividual products are an important competitive factor, especially concerning capabilities for manufacturing of newgenerations of semiconductor devices. As each product category encompasses a specific blend of different technologies,our competitive position from a technology standpoint may vary within each category. Customers evaluate manufacturingequipment based on technical performance and cost of ownership over the life of the product. Main competitive factors



include overall product performance, yield, reliability, maintainability, service, support and price. We believe that we arecompetitive with respect to each of these factors, and that our products are cost effective.

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As the variety and complexity of available machinery increases, some semiconductor manufacturers are attempting to limittheir suppliers. In addition, semiconductor manufacturers are located throughout the world, and expect their equipmentsuppliers to have offices worldwide to meet their supply and service needs. Semiconductor equipment manufacturers with amore limited local presence are finding it increasingly difficult to compete in an increasingly global industry.

Our primary competitors in the Front-end market are from the United States, Japan and Korea. Our primary competitors inthe Back-end market are from the United States, Europe and Japan. In each of our product lines, we compete primarily withtwo or three companies which vary from small to large firms in terms of the size of their net sales and range of products.Our primary competitors in the Front-end market include Applied Materials, LAM Research Corporation, Tokyo Electron,Kokusai, Wonik IPS and Jusung. Our primary competitors in the Back-end market include Kulicke & Soffa, ESEC,Shinkawa, Apic Yamada, BE Semiconductor Industries, Towa, Shinko and Mitsui. The primary competitors of SIPLACE inthe placement market are Fuji, Panasonic, Juki, and Yamaha (Japan); Assembleon (Europe); and Universal (U.S.).

C. Organizational structure.

ASM International NV is a holding company that operates through its subsidiaries. Our major operating subsidiaries as ofMarch 15, 2013 are:

Subsidiary Name and LocationCountry ofIncorporation

Percentage Owned byASM International NV

ASM Europe BVAlmere, the Netherlands

The Netherlands 100%

ASM America, Inc.Phoenix, Arizona, United States

United States 100%

ASM Japan K.K.Tama, Japan

Japan 100%

ASM Front-End Manufacturing Singapore Pte. Ltd.,Singapore

Singapore 100%

ASM Pacific Technology Ltd.Hong Kong, the People’s Republic of China

Cayman Islands 40.08%

See Exhibit 8.1 for a list of our main subsidiaries.

D. Property, plant and equipment.

To develop and manufacture products to local specifications and to market and service products more effectively in theworldwide semiconductor market, our Front-end facilities are located in the Netherlands, the United States, Japan andSingapore and our Back-end facilities are located in Hong Kong, the People’s Republic of China, Singapore and Malaysia.Our principal facilities are summarized below:

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SEGMENT LOCATION PRIMARY USES

APPROXIMATEAGGREGATE

SQUARE FOOTAGE

Almere, the Netherlands Executive offices of ASMIMarketing, research and offices

139,000

Tama and Nagaoka,Japan

Wafer processing equipment marketing, research andoffices

80,000

Front-end Phoenix, Arizona, UnitedStates

Wafer processing equipment marketing, research andoffices

130,000

Singapore Wafer processing equipment manufacturing and offices 169,000Cheonan, South Korea Wafer processing equipment manufacturing, marketing,

research and offices34,000

Helsinki, Finland Wafer processing equipment research and offices 6,000Hong Kong, People’sRepublic of China

Semiconductor assembly and encapsulation equipmentmanufacturing, marketing, research and offices

280,000

Shenzhen, People’sRepublic of China

Semiconductor assembly equipment parts and modulesmanufacturing, lead frame manufacturing and offices

2,112,000

Back-end Chengdu, People’sRepublic of China

Semiconductor assembly equipment research and offices 179,000

Singapore Semiconductor assembly equipment and etched leadframe manufacturing, marketing, research and offices

403,000

Johor Bahru, Malaysia Semiconductor assembly equipment parts and modulesmanufacturing, etched lead frame manufacturing andoffices

315,000

Munich, Germany SMT equipment manufacturing, marketing, research andoffices

325,000

Our principal facilities in the Netherlands, the United States, Korea, Finland, Hong Kong, the People’s Republic of China,Singapore and Malaysia are subject to leases expiring at various times from 2012 to 2024. Some facilities we own aresubject to mortgages. We believe that our facilities are maintained in good operating condition and are adequate for ourpresent level of operations.

Back-end's new manufacturing plant in Huizhou has its second phase being fully-operational since September 2012. Thesecond phase consists of one casting center with two automatic resin sand casting lines for steel and aluminumrespectively and a metallurgy laboratory to support metallic material research and development and casting technologydevelopment, and one machining center building with CNC machines and CNC lathes.

The etched leadframe production facility in Fuyong Plant in China is fully-operational to support the growing China market.

Item 4A. Unresolved Staff CommentsNone.

Item 5. Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview



We are an equipment supplier mainly to the semiconductor, LED and electronics manufacturing industry . We design,manufacture and provide services to our customers for the production of semiconductor devices, or integrated circuits, forthe production of LED's and for electronics manufacturing in general.

The semiconductor capital equipment market is composed of three major market segments: wafer processing equipment,assembly and packaging equipment, and test equipment. ASMI is mainly active in wafer processing (Front-end) andassembly and packaging (Back-end). Front-end equipment performs various fabrication processes

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in which multiple thin films of electrically insulating or conductive material are grown or deposited onto a round slice ofsilicon, called a wafer. Back-end equipment separates these processed wafers into numerous individual dies, eachcontaining the circuitry of a single semiconductor device, and assembles packages and tests the dies in order to createsemiconductor devices.

We conduct our Front-end business, which accounted for 26% of our net sales in 2012, through our principal facilities in theNetherlands, the United States, Japan and Singapore. We conduct our Back-end business, which accounted for 74% of ournet sales in 2012, through our principal facilities in Hong Kong, the People's Republic of China, Singapore, Malaysia andGermany. Our Back-end operations are conducted through our 51.96% majority-owned subsidiary, ASM Pacific Technology,which ownership was decreased to 40.08% in March 2013.

We sell our products to the semiconductor manufacturing industry and the assembly (pick and placement) industry, which issubject to sudden, extreme, cyclical variations in product supply and demand.

2012 was a challenging year for ASM. We started the year with a low order book. Order intake in Q1 and Q2 was healthy.While the whole industry was expecting a strong second half of 2012, this didn't happen. As a consequence we ended theyear again on a low order book level, below the level at the end of 2011. Towards the end of 2012 we saw strong orderintake in our Front end activities, however order intake in the back end operations remained weak. As a consequence salesfor the year ended at a level of €1,418 million, compared to a level of €1,634 million in 2011.

Sales in the Front-end show a decrease from €456 million to €370 million for the full year. This 19% decrease of net saleswas driven by lower equipment sales, especially in the older, capacity-driven technologies. Our Back-end segment salesdecreased from €1,178 million to €1,048 million. In this segment lower equipment sales in the so-called existing activities,were partly compensated by higher Leadframes sales. The Assembly System AS activities, acquired in 2011 of Siemens,contributed approximately €100 million less in sales revenue compared to 2011.

The gross margin for ASMI consolidated decreased from 34.9% in 2011 to 31.1% in 2012. Gross margin in our Front-endsegment decreased from 37.8% in 2011 to 33.6% in 2012, while our Back-end segment showed a decrease from 33.8% to30.2% for the same period. The decrease of the gross margin in our Front-end segment compared to last year is mainlyattributable to product mix differences, lower loading of the factories and in-efficiencies. The latter especially had an impacton the first half year margin. The gross profit margin in the comparable Back-end segment decreased due to mixdifferences between equipment and lead frame sales, higher price pressure in the equipment sales and the lower loading ofthe factories.

The result from operations as a percentage of sales decreased from 22.5% in 2011 to 6.2% in 2012. In 2011 the purchaseprice allocation of the newly acquired Siemens Electronics Assembly System (SEAS) business, now called ASM AssemblySystems, resulted in a bargain purchase gain of €109 million, equal to 6% of sales. The operating margin of our Front-endsegment decreased from 13.7% in 2011 to 0.4% in 2012. For the same period the operating margin of our Back-endsegment, excluding the purchase price allocation, decreased from 18.1% to 8.4%.

Net earnings decreased from €187 million (€136 million excluding the bargain purchase gain of SEAS) in 2011 to €7 millionin 2012.

The Company generated a positive operational cash flow in 2012 of €42 million compared to €217 million in 2011. Both theFront-end as the Back-end operations were generating a positive operational cash flow in 2012.

In October 2012, we exercised our right to call the outstanding 6.50% convertible subordinated notes (due 2014), resultingin conversion of all remaining notes at November 20, 2012.

A. Operating Results

SalesOur Front-end sales are concentrated in the United States, Europe, Japan and Asia and our Back-end sales areconcentrated in Asia and Europe.



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The following table shows the geographic distribution of Front-end and Back-end sales of both our segments for the years2010, 2011 and 2012:

Year ended December 31,

(amounts in millions) 2010 2011 2012

Front-end:United States € 91.7 31.3% € 148.4 32.5% € 131.8 35.6%Europe 67.9 23.1 107.8 23.6 77.9 21.0Taiwan 35.1 12.0 37.8 8.3 47.2 12.7Japan 33.0 11.2 49.7 10.9 40.6 11.0South Korea 37.3 12.7 70.2 15.4 49.1 13.3China 21.5 7.3 23.6 5.2 16.1 4.3Other 6.9 2.4 18.6 4.1 7.7 2.1

€ 293.4 100% € 456.1 100% € 370.4 100%Back-end:People’s Republic of China € 350.0 37.7% € 527.6 44.8% € 445.8 42.6%Europe 8.3 0.9 230.2 19.5 177.9 17.0Taiwan 148.8 16.0 71.9 6.1 63.6 6.1Malaysia 112.1 12.1 84.0 7.1 93.5 8.9South Korea 97.8 10.5 41.4 3.5 36.2 3.5Hong Kong 39.9 4.3 26.7 2.3 27.6 2.6Thailand 42.1 4.5 32.5 2.8 42.7 4.1Japan 57.4 6.2 47.0 4.0 18.8 1.8Singapore 13.8 1.5 16.7 1.4 15.0 1.4Philippines 34.4 3.7 34.8 3.0 25.2 2.4United States 21.1 2.3 37.5 3.2 65.7 6.3Other 3.8 0.4 28.0 2.4 35.7 3.4

€ 929.5 100% € 1,178.3 100% € 1,047.7 100%

The sales cycle from quotation to shipment for our Front-end equipment generally takes several months, depending oncapacity utilization and the urgency of the order. The acceptance period after installation may be as short as four to fiveweeks. However, if customers are unfamiliar with our equipment or are receiving new product models, the acceptanceperiod may take as long as several months. The sales cycle is longer for equipment which is installed at the customer’s sitefor evaluation prior to sale. The typical trial period ranges from six months to one year after installation.

The sales cycle for Back-end products is typically shorter than for Front-end products. Generally, the majority of our Back-end equipment is built in standard configurations. These products are approximately 85% complete in anticipation ofcustomer orders. Upon receipt of a customer’s order and specifications, the remaining 15% of the manufacturing iscompleted. This allows us to complete the assembly of our equipment in a short period of time. We therefore requirebetween two to six weeks for final manufacturing, testing, crating, and shipment of our Back-end equipment. Our Back-endcustomers’ acceptance periods are generally shorter than those for Front-end equipment. Our local staff provideinstallation, training and technical support to our customers in all of our major markets.

A substantial portion of our Front-end sales is for equipping new or upgraded fabrication plants where device manufacturersare installing complete fabrication equipment. As a result our Front-end sales in this segment tend to be uneven acrosscustomers and financial periods. Sales to our ten largest Front-end customers accounted for 61.2%, 70.4% and 75.3% ofFront-end net sales in 2010, 2011 and 2012, respectively. The composition of our ten largest Front-end customers changesfrom year to year. The largest Front-end customer from these ten accounted for 21.6%, 22.8% and 33.6% of Front-end netsales in 2010, 2011 and 2012, respectively.



Back-end sales per customer tend to be more level over time than Front-end sales, because Back-end operations can bescaled up in smaller increments at existing facilities. Sales to our ten largest Back-end customers accounted for 27.3%,20.2% and 25.1% of Back-end net sales in this segment in 2010, 2011 and 2012, respectively. Because

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our Back-end customers’ needs are more level over time, the composition of our ten largest customers is more stable fromyear to year than in the Front-end segment. Our largest Back-end customer accounted for 4.3%, 3.5% and 4.9% of Back-end net sales 2010, 2011 and 2012, respectively.

Research and DevelopmentWe continue to invest heavily in research and development. As part of our research and development activities, we areengaged in various development programs with customers and research institutes these allow us to develop products thatmeet customer requirements and to obtain access to new technology and expertise. Research and development costs areexpensed as incurred. The costs relating to prototypes and experimental models, which we may subsequently sell tocustomers are charged to the cost of sales. Our research and development operations in the Netherlands and the UnitedStates receive research and development grants and credits from various sources.

For a further discussion of research and development expenses see Item 4.B, “Business Overview—Research andDevelopment” and “Results of Operations,” below.

Critical Accounting Policies and EstimatesThe preparation of consolidated financial statements and related disclosures in conformity with generally acceptedaccounting principles in the US (“US GAAP”) requires management to make judgments, assumptions and estimates thataffect the amounts reported. Note 1 of "Notes to Consolidated Financial Statements" describes the significant accountingpolicies used in the preparation of the consolidated financial statements. Some of these significant accounting policies areconsidered to be critical accounting policies.

A critical accounting policy is defined as one that is both material to the presentation of ASMI’s consolidated financialstatements and that requires management to make difficult, subjective or complex judgments that could have a materialeffect on ASMI’s financial condition or results of operations. Specifically, these policies have the following attributes:(1) ASMI is required to make assumptions about matters that are highly uncertain at the time of the estimate; and(2) different estimates ASMI could reasonably have used, or changes in the estimate that are reasonably likely to occur,would have a material effect on ASMI’s financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. ASMI bases itsestimates on historical experience and on various other assumptions believed to be applicable and reasonable under thecircumstances. These estimates may change as new events occur, as additional information is obtained and as ASMI’soperating environment changes. These changes have historically been minor and have been included in the consolidatedfinancial statements as soon as they became known. In addition, management is periodically faced with uncertainties, theoutcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties includethose discussed in Item 3D, “Risk Factors.” Based on a critical assessment of its accounting policies and the underlyingjudgments and uncertainties affecting the application of those policies, management believes that ASMI’s consolidatedfinancial statements are fairly stated in accordance with US GAAP, and provide a meaningful presentation of ASMI’sfinancial condition and results of operations.

An analysis of specific sensitivity to changes of estimates and assumptions are included in the notes to the financialstatement.

Management believes that the following are critical accounting policies:

Revenue recognitionASMI recognizes revenue when all four revenue recognition criteria have been met: (1) persuasive evidence of anarrangement exists; (2) delivery has occurred or services have been rendered; (3) seller’s price to buyer is fixed ordeterminable; and (4) collectability is probable. Each sale arrangement may contain commercial terms that differ from otherarrangements. In addition, we frequently enter into contracts that contain multiple deliverables. Judgment is required toproperly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenueshould be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms anddetermining when all criteria of revenue recognition have been met in order for revenue recognition to occur in theappropriate accounting period. While changes in the allocation of the estimated sales price between the units of accountingwill not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in theseallocations could impact the timing of revenue recognition.



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In 2009, the Financial Accounting Standards Board issued amended revenue recognition guidance for arrangements withmultiple deliverables and certain software sold with tangible products. This new guidance eliminates the residual method ofrevenue recognition. It allows management to use a best estimate of selling price for individual elements of an arrangementwhen vendor specific evidence or third party evidence is unavailable. ASMI implemented this guidance beginning in the firstquarter of 2011 for transactions that were initiated or materially modified during 2011. The implementation of the newguidance had no significant impact on reported net sales as compared to net sales under previous guidance. This wasbecause the new guidance did not change the units of accounting within sales arrangements. Also, the elimination of theresidual method for the allocation of arrangement consideration did not have a major impact on the amount and timing ofreported net sales.

A major portion of our revenue is derived from contractual arrangements with customers that have multiple deliverables,such as equipment and installation. For each of the specified deliverables ASMI determines the selling price by using eithervendor specific objective evidence ("VSOE"), third party evidence ("TPE") or by best estimate of the selling price ("BESP").For transactions entered into, or materially modified, as of January 1, 2011, in which the Company is unable to establishrelative selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The totalarrangement consideration is allocated at inception of the arrangement to all deliverables on the basis of their relativeselling price. The revenue relating to the undelivered elements of the arrangements is deferred at their relative selling pricesuntil delivery of these elements. On December 31, 2011 and December 31, 2012 we deferred revenues from installations inthe amount of €6.3 million and €3.5 million respectively.

Our Front-end sales frequently involve sales of complex equipment, which may include customer-specific criteria, sales tonew customers or sales of equipment with new technology. For each sale, the decision of whether to recognize revenue is,in addition to shipment and factory acceptance, based on: the contractual agreement with a customer, the experience with aparticular customer, the technology and the number of similarly configured equipment previously delivered. Based on thesecriteria we may decide to defer revenue until completing installation at the customer’s site and obtaining final acceptancefrom the customer. On December 31, 2012 we deferred revenue from sales of equipment of €1.9 million. As ofDecember 31, 2011 we had no deferred revenue from sales of equipment.

WarrantyWe provide maintenance on our systems during the warranty period, which is usually one to two years. Costs of warrantyinclude the cost of labor, material and related overhead necessary to repair a product during the warranty period. Weaccrue for the estimated cost of the warranty on products shipped in a provision for warranty, upon recognition of the sale ofthe product. The costs are estimated based on actual historical expenses incurred and on estimated future expensesrelated to current sales, and are updated periodically. Actual warranty costs are charged against the provision for warranty.The actual warranty costs may differ from estimated warranty costs, and we adjust our provision for warranty accordingly.Future warranty costs may exceed our estimates, which could result in an increase of our cost of sales.

Business combinationsASC Topic 805 (“Business Combinations”) requires that companies record acquisitions under the purchase method ofaccounting. Accordingly, the purchase price is allocated to the tangible assets and liabilities and intangible assets acquired,based on their estimated fair values. The excess purchase price over the fair value is recorded as goodwill. Purchasedintangibles with definite lives are amortized over their respective useful lives. When a bargain purchase incurs, which is thecase when the fair value of the acquired business exceeds the purchase price, this surplus in fair value is recognized as again from bargain purchase.

Long-lived assetsLong-lived assets include goodwill, other intangible assets and property, plant and equipment.

Goodwill is tested for impairment annually on December 31 and whenever events or changes in circumstances indicate thatthe carrying amount of the goodwill may not be recoverable. Our Front-end impairment test and the determination of the fairvalue is based on a discounted future cash flow approach that uses our estimates of future revenues, driven by assumedmarket growth and estimated costs, as well as appropriate discount rates. These estimates are consistent with the plansand estimated costs we use to manage the underlying business. Our Back-end impairment test is based on the marketvalue of the listed shares of ASMPT. The material assumptions used by management for the annual impairment testperformed per December 31, 2012 were:

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• For Front-end external market segment data, historical data and strategic plans to estimate cash flow growth perproduct line have been used;

• Cash flow projections for the first four years. After these four years perpetuity growth rates are set based onmarket maturity of the products. For maturing product the perpetuity growth rates used are 1% or less and forenabling technology products the rate used is 3% or less;

• An average discount rate of 22.7% (2011: 20.5%) representing the pre-tax weighted average cost of capital. Thisrelatively high rate is a consequence of the current situation whereby certain production lines are in the earlyphase of the product life-cycle, hence reflecting a higher risk;

• For Back-end the market value of the listed shares of ASMPT on the Hong Kong Stock exchange was used in ouranalysis.

Management believes that the fair value calculated reflects the amount a market participant would be willing to pay. Basedon this analysis management believes that the fair value of the reporting units substantially exceeded its carrying value andthat, therefore, goodwill was not impaired as of December 31, 2012.

The calculation of fair value involves certain management judgments and was based on our best estimates and projectionsat the time of our review. The value may be different if other assumptions are used. In future periods we may be required torecord an impairment loss based on the impairment test performed, which may significantly affect our results of operationsat that time. On December 31, 2012, we determined that a decrease in estimated cash flows of 10% and an increase of10% of the discount rate used in calculating the fair value would not result in an impairment of the carrying value ofgoodwill.

Other intangible assets and property, plant and equipment are reviewed by us for impairment whenever events or changesin circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review forrecoverability, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventualdisposition. The cash flow estimates that we use include certain management judgments and are based on our bestestimates and projections at the time of our review, and these may be different if other assumptions are used. In futureperiods, however, we may be required to record impairment losses, which may significantly affect our results of operationsat that time. On December 31, 2012, we determined that a decrease in estimated cash flows of 10% would not result in animpairment of the carrying value of long-lived assets.

Allowance for doubtful accountsASMI maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to makerequired payments. This allowance is based on historical experience, credit evaluations, specific customer collection historyand any customer-specific issues ASMI has identified. Changes in circumstances, such as an unexpected adverse materialchange in a major customer’s ability to meet its financial obligation to ASMI or its payment trends, may require us to furtheradjust our estimates of the recoverability of amounts due to ASMI, which could have an adverse material effect on ASMI’sfinancial condition and results of operations. On December 31, 2012 the allowance for doubtful accounts amounted to€8.6 million, which is 2.8% of our total accounts receivable.

InventoriesInventories are stated at the lower of cost (first-in, first out method) or market value. Inventory in the newly acquired SEASbusiness is generally determined on the basis of an average method. Costs include net prices paid for materials purchased,charges for freight and custom duties, production labor costs and factory overhead. Allowances are made for slow moving,obsolete or unsellable inventory and are reviewed on a quarterly basis.

We regularly evaluate the value of our inventory of components and raw materials, work in progress and finished goods,based on a combination of factors. These include: forecasted sales, historical usage, product end of life cycle, estimatedcurrent and future market values, service inventory requirements and new product introductions, as well as other factors.Purchasing requirements and alternative uses for the inventory are explored within these processes to mitigate inventoryexposure. We record write downs for inventory based on the above factors and take worldwide quantities and demand intoaccount in our analysis.

On December 31, 2012 our allowance for inventory obsolescence amounted to €65.3 million, which is 16.2% of our totalinventory. If circumstances related to our inventories change, our estimate of the values of inventories could materially



change. On December 31, 2012, an increase of our overall estimate for obsolescence and lower market value by 10% ofour total inventory balance would result in an additional charge to cost of sales of €40 million.

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Share-based compensation expensesThe cost relating to employee stock options is measured at fair value on the grant date. The grant-date fair value of stockoptions is determined using a Black-Scholes option valuation model. This Black-Scholes model requires the use ofassumptions, including expected share price volatility, the estimated life of each award and the estimated dividend yield.The risk-free interest rate used in the model is determined, based on a euro government bond with a life equal to theexpected life of the options.

December 31,

2011 2012

Expected life (years) 7 7Risk free interest rate 3.51% 3.28%Dividend yield 0.32 0.64Expected volatility 40.9% 42.0%

Income taxesWe currently have significant deferred tax assets, which resulted primarily from operating losses incurred in prior years aswell as other temporary differences. We have established a valuation allowance to reflect the likelihood of the realization ofdeferred tax assets. Based on available evidence, we regularly evaluate whether it is more likely than not that the deferredtax assets will not be realized. This evaluation includes our judgment on the future profitability and our ability to generatetaxable income, changes in market conditions and other factors. On December 31, 2012, we believe that there isinsufficient evidence to substantiate recognition of substantially all net deferred tax assets with respect to net operating losscarry forwards, and we have established a valuation allowance in the amount of €83.2 million. Future changes in facts andcircumstances, if any, may result in a change of the valuation allowance to these deferred tax asset balances which maysignificantly influence our results of operations at that time. If our evaluation of the realization of deferred tax assets wouldindicate that an additional 10% of the net deferred tax assets as of December 31, 2012 is not realizable, this would result inan additional valuation allowance and an income tax expense of €0.8 million.

Consistent with the provisions of ASC 740, as of December 31,2012, ASMI has a liability of unrecognized tax benefits of€22.5 million (2011: €21.7 million). A reconciliation of the beginning balance on January 1, 2012 and the ending balance onDecember 31, 2012 of the liability for unrecognized tax benefits is as follows:

(euro millions)

Balance January 1, 2012 21.7Gross increases—tax positions in current year 1.2Foreign currency translation effect (0.4)Balance December 31, 2012 22.5

Unrecognized tax benefits mainly relate to transfer pricing positions, operational activities in countries where we are not taxregistered and tax deductible costs. We estimate that no interest and penalties are related to these unrecognized taxbenefits. Unrecognized tax benefits would, if recognized, impact the Company’s effective tax rate. The Company providedfor the amount of €22.5 million, representing managements best estimate to mitigate possible impact in case of anunfavorable outcome.

The calculation of our tax positions involves dealing with uncertainties in the application of complex tax laws. Our estimatefor the potential outcome of any uncertain tax position is highly judgmental. Settlement of uncertain tax positions in amanner inconsistent with our estimates could have a material impact on our earnings, financial position and cash flows.

Results of operationsThe following table shows certain Consolidated Statement of Operations data as a percentage of net sales for our Front-end and Back-end segments for the years 2010, 2011 and 2012:

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Front-end Back-end Total

2010 2011 2012 2010 2011 2012 2010 2011 2012

Net sales 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

Cost of sales (60.9) (62.2) (66.4) (53.2) (66.2) (69.9) (55.1) (65.0) (68.9)

Gross profit 39.1 37.8 33.6 46.8 33.8 30.2 44.9 35.0 31.1Selling, general and administrativeexpenses (17.2) (13.4) (17.3) (8.6) (9.7) (13.1) (10.7) (10.7) (14.2)Research and developmentexpenses (12.5) (10.7) (15.8) (4.6) (6.9) (8.6) (6.4) (7.9) (10.5)Amortization of other intangibleassets (0.1) — (0.1) — (0.1) (0.1) — (0.1) (0.1)

Impairment of PP&E — — — — (0.7) — — (0.5) —

Gain bargain purchase — — — — 9.3 — — 6.6 —

Restructuring expenses (3.8) — (0.2) — — — (0.9) — (0.1)

Earnings from operations 5.4 13.7 0.2 33.6 25.9 8.4 26.9 22.5 6.2

Net interest income (expense) (5.1) (2.7) (2.8) 0.1 0.1 — (1.2) (0.6) (0.7)

Accretion of interest convertible (2.1) (1.0) (1.2) — — — (0.5) (0.3) (0.3)

Revaluation conversion option (6.5) (1.0) — — — — (1.6) (0.3) —Gain (expense) resulting from earlyextinguishment of debt (1.2) (0.2) (0.6) — — — (0.3) — (0.2)Foreign currency exchange gains(losses) (0.6) 1.8 (0.8) 0.2 (0.2) (0.1) — 0.3 (0.3)

Result from investments — — (0.2) — — — — — (0.1)Earnings (loss) before income taxesand dilution (10.1) 10.6 (5.5) 33.9 25.7 8.3 23.3 21.6 4.7

Income tax income / (expense) (2.1) (1.0) (2.4) (4.0) (2.7) (1.7) (3.5) (2.2) (1.9)

Net earnings (loss) (12.2)% 9.8 % (7.9)% 29.9 % 23.0 % 6.6 % 19.8 % 19.4 % 2.9 %

Allocation of net earnings (loss)

Shareholders of the parent 9.0 % 11.4 % 0.5 %

Minority interest 10.8 % 7.9 % 2.4 %

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Net salesThe following table shows net sales of our Front-end and Back-end segments for the full year 2012 compared to the sameperiod in 2011:

(EUR millions) Full year

2011 2012 % Change

Front-end 456.1 370.4 (19)%Back-end 1,178.3 1,047.7 (11)%ASMI consolidated 1,634.3 1,418.1 (13)%

The decrease of net sales in the full year 2012 in our Front-end segment compared to the same period last year was drivenby decreased equipment sales as a result of decreased activity at our customers. In our Back-end segment sales decreaseddue to a lower activity level in equipment sales (as well IC/DE equipment as assembly equipment).

The impact of currency changes year-over-year was an increase of 8%.



Gross profit marginThe following table shows gross profit and gross profit margin for the Front-end and Back-end segments for the full year2012 compared to the same period in 2011:

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Gross profitGross profit

margin

2011 2012 2011 2012

Increase or(decrease)percentage

points

Front-end 172.3 124.5 37.8% 33.6% (4.2)ptBack-end 398.3 315.9 33.8% 30.2% (4.6)ptASMI consolidated 570.6 440.4 34.9% 31.1% (4.5)pt

The decrease of the gross margin in our Front-end segment compared to the same period last year is mainly attributableto efficiency losses and lower loading of our factories which caused under absorption and inventory corrections, on the onehand, and higher investments in evaluation tools, on the other. The gross profit margin in the Back-end segment decreasedmainly due to mix differences (higher lead frame activities), increased price pressure and a lower activity level.

The impact of currency changes year-over-year was a increase of 8%.

Selling, general and administrative expensesThe following table shows selling, general and administrative expenses (SG&A) for our Front-end and Back-end segmentsfor the full year 2012 compared to the same period in 2011:


2011 2012 % Change

Front-end 61.2 64.4 5%Back-end 113.8 137.6 21%ASMI consolidated 175.0 202.1 15%

As a percentage of net sales, selling, general and administrative expenses (SG&A) were 14% in the full year 2012 and 10%in the same period of 2011.

For the full year 2012 selling, general and administrative expenses as a percentage of net sales of our Front-end segment,increased to 17% compared with 14% for the same period of 2011. The SG&A expenses include a provision of €2.1 millionfor Elpida. For the Back-end segment selling, general and administrative expenses as a percentage of net sales increasedfrom 9% in 2011 to 13% in 2012. Cost increases mainly took place in the Back-end equipment and lead frames business,caused by a strengthening of the organization.


Research and development expensesThe following table shows research and evelopment expenses for our Front-end and Back-end segments for the full year2012 compared to the same period in 2011:


2011 2012 % Change

Front-end 48.5 58.7 21%Back-end 80.9 90.5 12%ASMI consolidated 129.4 149.2 15%

As a percentage of net sales, research and development expenses were 10% in the full year 2012 compared to 7% for thesame period of 2011.


Impairment charge for property, plant and equipment



In 2011 the Company recorded an impairment charge of €8,038 related to machinery and equipment. The Companyimpaired certain items of property, plant and equipment related to the Back-end lead-frame business. The

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impairment loss was recognized based on the difference between the carrying value and the fair value of the relevantassets.

Restructuring expensesIn the fourth quarter of 2012 we started a cost reduction program in our Front-end operation. We are reducing headcount inour manufacturing organization in Singapore with 110 people. Related to these actions, an amount of €0.9 million inrestructuring expenses was recorded in 2012.

Gain on bargain purchaseOn January 7, 2011, ASMPT acquired the entire equity interest of 13 direct and indirect subsidiaries of SiemensAktiengesellschaft (“SEAS Entities”). We recognized a gain of €109.3 million on the bargain purchase, representing theexcess of the net fair value of the identifiable assets acquired and the liabilities assumed over the aggregate of theconsideration transferred.

The gain on bargain purchase of €109 million was recognized upon completion of the acquisition of the SEAS entities. Thegain on bargain purchase was mainly attributable to the depressed market value of the acquired business because of yearsof losses. These were due to the challenging economic environment and the bad global economic environment during theperiod of negotiation for the acquisition.

Earnings from operationsThe following table shows earnings from operations for our Front-end and Back-end segments for the full year 2012compared to the same period in 2011:


2011 2012 Change

Front-endBefore special items 62.6 1.4 (61.2)Restructuring — (0.9) (0.9)After special items 62.6 0.5 (62.1)

Back-endBefore special items 203.7 87.7 (116.0)Impairment charges (8.0) — 8.0Gain bargain purchase SEAS 109.3 — (109.3)After special items 304.9 87.7 (217.2)

ASMI consolidated 367.5 88.3 (279.2)

The impact of currency changes year to year was an increase of 10%.

Net interest expenseNet interest expense amounted to €10.1 million in 2012 compared to the net interest expense of €10.6 million in 2011. Thisincrease in net interest expenses resulted mainly from a higher average debt in the Back-end segment.

Accretion interest expense convertible notesBoth of our convertible bonds due in 2011 and 2014, included a component that creates a financial liability to the Companyand a component that grants an option to the holder of the convertible note to convert it into common shares of theCompany (“conversion option”). ASC 815 requires separate recognition of these components.

The fair value of the liability component is estimated using the prevailing market interest rate at the date of issue, for similarnon-convertible debt. Subsequently, the liability is measured at amortized cost. The interest expense on the liabilitycomponent is calculated by applying the market interest rate for similar non-convertible debt at the date of issue to theliability component of the instrument. The difference between this amount and the interest paid is added to the carryingamount of the convertible subordinated notes, thus creating a non-cash interest expense. For 2012 this accretion interestwas €4.5 million (2011: €4.4 million).



Revaluation conversion option

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All convertible bonds include a component that creates a financial liability to the Company and a component that grants anoption to the holder of the convertible note to convert it into common shares of the Company (“conversion option”). ASC815 requires separate recognition of these components.

For the conversion options of the convertible bonds due 2011, the accounting is different from the conversion option of theconvertible bonds due 2014. Since the convertible bonds due 2011 were denominated in US$ and the ASM Internationalcommon shares to which they can be converted are denominated in Euro, these conversion options are recognized as aliability measured at fair value. The conversion option is measured at fair value through the income statement. For 2011,until early redemption in February 2011, this revaluation at fair value resulted in a loss of €4.4 million.

For the conversion options of the convertible bonds due 2014 the fixed-for-fixed principle is met as both the debt instrument(the bond) and the entity’s equity shares to which they can be converted are denominated in the functional currency (Euro).Based on the before mentioned criteria the conversion option qualifies as permanent equity.

Loss resulting from early extinguishment of debtOn October 3, 2012 we announced the redemption, per November 27, 2012, of all outstanding principal balance of our6.50% Convertible Subordinated Notes due 2014, which resulted in the conversion of almost all outstanding notes prior tothe redemption date. The loss from the early extinguishment of the notes of €2,209, which reflects the write-off ofunamortized debt issuance costs, has been recorded as a loss from early extinguishment of debt in the ConsolidatedStatement of Operations for the year 2012.

On January 3, 2011 we announced the redemption of all outstanding principal balance of our 4.25% ConvertibleSubordinated Notes due 2011, which resulted in the conversion of almost all remaining notes prior to the redemption date.The loss from the early extinguishment of the notes of €824, which includes the write-off of unamortized issuance costs, hasbeen recorded as a loss from early extinguishment of debt in the Consolidated Statement of Operations for the year 2011.

Income tax expenseIncome tax expense decreased from €37 million in 2011 to €26 million in 2012, resulting from the balance of a decrease ofresult before tax in 2012 and the usage of a deferred tax position in Japan. This is related to the sale of certain IP to ourDutch IP Holding Company. While having a negative effect on our net result of €13.0 million, there are no cash flow effects.Moreover, it will reduce our tax payments in future years.

Net earnings allocated to the shareholders of the parentThe following table shows net earnings for our Front-end and Back-end segments for the full year 2012, compared to thesame period in 2011:


2011 2012 Change

Front-endBefore special items 49.7 (26.1) (75.8)Restructuring — (0.9) (0.9)Loss from early extinguishment of debt (0.8) (2.2) (1.4)Fair value change conversion options (4.4) — 4.4After special items 44.5 (29.1) (73.6)

Back-endBefore special items 89.4 36.3 (53.1)Impairment charges (4.2) — 4.2Gain bargain purchase SEAS 57.0 — (57.0)After special items 142.2 36.3 (105.9)

ASMI consolidated, total earnings1) 186.8 7.2 (179.6)

1)Allocated to the shareholders of the parent

Net earnings for the Back-end segment reflect our 51.96% ownership of ASM Pacific Technology.



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Subsequent events

Reduction shareholding ASMPT

On March 13, 2013, ASMI sold a 12% stake in ASM PT. The shares were sold in a partial secondary placement raisingproceeds of €422 million. The Company intends to distribute approximately 65% of the cash proceeds to ASMI shareholders;a proposal thereto will be placed on the agenda of the upcoming AGM scheduled for May 16, 2013. The remaining proceedswill be used to further strengthen the business of the Company. As of today, the Company continues to be the largestshareholder of ASM PT with a 40% stake.

At the Annual General Meeting of Shareholders (AGM) held in May 2012, the Company announced that it would carry outa study into the causes of the lack of recognition by the markets of the value of the combined businesses (Front-end andBack-end) of the Company. Following that announcement the Company appointed Morgan Stanley and HSBC Bank plc toact as its financial advisers and to assist the Company in carrying out the study.

The study was initiated shortly after the 2012 AGM and has recently been completed. Each of the Company's financialadvisers independently carried out an investigation involving frequent discussions with the Company's Management Boardand legal and tax advisers. The advisers also presented their findings to the Company's Supervisory Board.

No single or predominant factor was identified in causing the valuation discrepancy. However, a number of causes andcircumstances were identified as potentially influencing the valuation discrepancy, including a holding company discountrelated to the current corporate structure.

Subsequently, an analysis was conducted by the Company in close cooperation with its advisers of the various potentialcourses of action, including those suggested by shareholders. The alternatives that were investigated included a full or partialplacement or sale of the Company's stake in ASM PT, a spin-off of shares in ASM PT and several merger alternatives.

As part of this analysis, the Company has carefully considered the interests of the Company, its shareholders as well as otherrelevant stakeholders. The Company has also taken into account the various operational connections between the Front-endbusiness and the Back-end business as well as potential accounting, legal and tax implications and execution risks.

The Management Board and the Supervisory Board of the Company have concluded that a partial secondary placementof 8% to 12% of the Company's stake in ASM PT is the most suitable step to be taken to address the non-recognition bythe markets of the value of the combined businesses of the Company. This course of action has been chosen taking intoaccount, amongst others, equity market capacity, tax efficiency and ongoing corporate stability at ASMI and ASM PT. Thisstep provides flexibility for further action, if deemed appropriate.

The Management and Supervisory Boards of the Company have resolved to proceed with this proposed action and the boardof directors of ASM PT has expressed its support to this proposal. In addition thereto, certain major shareholders of theCompany representing approximately 27% of the total outstanding shares in the Company have been consulted in advancewith regard to this proposed action and have expressed support thereof.

The sale of the 12% stake causes ASMI's cease of control on ASMPT. According to general accepted accounting principles(both US GAAP and IFRS) the accounting of this sale consists of two separate transactions.

• a sale of a 51.96% subsidiary• a purchase of a 40.08% associate.

The first transaction, the sale, will result in a substantial gain and the deconsolidation of ASMPT in the consolidated ASMIaccounts. The purchase of the associate will, following a purchase price allocation, result in the recognition of the associateat fair value.

We are in the process of determining the financial impact, further information will be disclosed at the announcement of theQ1 2013 results.

The Company will further report on the outcome of the study at the upcoming 2013 AGM, which is scheduled to take placeon May 16, 2013.



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Bankruptcy Elpida

The reorganization plan re the Elpida bankruptcy in Japan was approved by creditors and the Court in February 2013. Thecourt approval order has been appealed, subject to resolution of the appeal, the amounts we will receive regarding oursecured and unsecured claims are set and approved to be paid in installments over a seven year period. While the datesfor the installment payments are not yet finalized as they are subject to certain funding conditions, the dates are anticipatedto be set once the appeal is concluded and the installment payments to commence accordingly.

Information regarding the hedging of foreign currency net investments is provided in Item 11, and is incorporated herein byreference.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Net salesThe following table shows net sales of our Front-end and Back-end segments for the full year 2011 compared to the sameperiod in 2010:


2010 2011 % Change

Front-end 293.4 456.1 55 %Back-end

Excluding ASM AS (comparable) 929.5 734.4 (21)%ASM AS — 443.8 n/a

Back-end total 929.5 1,178.2 27 %ASMI consolidated 1,222.9 1,634.3 34 %

The increase of net sales in the full year 2011 in our Front-end segment compared to last year was driven by increasedequipment and higher spares and service sales amongst others due to strong inroads made with enabling newtechnologies in (PE)ALD and as a result of increased activity at our customers. In our Back-end segment record sales wererealized due to the acquisition of SEAS (ASMAS).

The impact of currency changes year-over-year was a decrease of 5%.

Gross Profit MarginThe following table shows gross profit and gross profit margin for the Front-end and Back-end segments for the full year2011 compared to the same period in 2010:


Gross profitGross profit

margin

2010 2011 2010 2011

Increase or(decrease)percentage

points

Front-end 114.6 172.3 39.1% 37.8% (1.3)ptBack-end

Excluding ASM AS (comparable) 435.0 284.5 46.8% 38.7% (8.1)ptASM AS — 113.8 n/a 25.6% n/a

Back-end total 435.0 398.3 46.8% 33.8% (13.0)ptASMI consolidated 549.6 570.6 44.9% 34.9% (10.0)pt

The decrease of the gross margin in our Front-end segment compared to the same period last year is mainly attributable tothe product mix differences. The gross profit margin in the Back-end segment decreased due to mix differences between



equipment and lead frame sales, the increase in raw material prices for its lead frame business, the acquisition of the ASbusiness with its lower gross margin, and the lower trading in the course of 2011.

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Business combination accounting rules require us to account for inventories assumed from our acquisitions at their fairvalues. The revaluation of the acquired inventories increased both cost of sales and the gain on bargain purchase with€11.5 million.

The impact of currency changes year to year was a decrease of 5%.

Selling, General and Administrative ExpensesThe following table shows selling, general and administrative expenses for our Front-end and Back-end segments for thefull year 2011 compared to the same period in 2010:


2010 2011 % Change

Front-end 51.0 61.2 20 %Back-end

Excluding ASM AS (comparable) 79.9 76.5 (4)%ASM AS — 35.0 n/aAcquisition related transaction costs — 2.4 n/a

Back-end total 79.9 113.8 43 %ASMI consolidated 131.0 175.0 34 %

As a percentage of net sales, selling, general and administrative expenses were 11% in the full year of 2011, flat comparedto the same period of 2010.

For the full year of 2011 selling, general and administrative expenses as a percentage of net sales of our Front-endsegment, were reduced to 13% compared with 17% for the full year of 2010. On a comparable base- excluding the ASbusiness- for the period under review the selling, general and administrative expenses in the Back-end segment as apercentage of net sales increased from 9% in 2010 to 10% in 2011.


Research and Development ExpensesThe following table shows research and development expenses for our Front-end and Back-end segments for the full year2011 compared to the same period in 2010:


2010 2011 % Change

Front-end 36.5 48.5 33%Back-end

Excluding ASM AS (comparable) 42.3 43.3 2%ASM AS — 37.5 n/a

Back-end total 42.3 80.8 91%ASMI consolidated 78.8 129.3 64%

As a percentage of net sales, research and development expenses were 8% in the full year of 2011, an increase of 1%-point compared to the same period of 2010.


Impairment charge property, plant and equipmentIn 2011 the Company recorded an impairment charge of €8,038 related to machinery and equipment. The Companyimpaired certain items of property, plant and equipment related to the Back-end lead frame business. The impairment losswas recognized based on the difference between the carrying value and the fair value of the relevant assets.



Gain on bargain purchaseOn 7 January 2011, ASMPT acquired the entire equity interest of 13 direct and indirect subsidiaries of SiemensAktiengesellschaft (“SEAS Entities”). We recognized a gain of €109.3 million on the bargain purchase representing

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the excess of the net fair value of the identifiable assets acquired and the liabilities assumed over the aggregate of theconsideration transferred.

The gain on bargain purchase of €109 million was recognized upon completion of the acquisition of the SEAS entities. Thegain on bargain purchase was mainly attributable to depressed market value of the acquired business because of years oflosses due to challenging economic environment and the bad global economic environment during the period of negotiationof the acquisition.

Earnings from OperationsThe following table shows earnings from operations for our Front-end and Back-end segments for the full year 2011compared to the same period in 2010:


2010 2011 Change

Front-endExcluding impairments and restructuring 27.1 62.6 35.5Restructuring (11.2) — 11.2

Including impairments and restructuring 15.9 62.6 46.7Back-end

Comparable 312.8 164.8 (148.0)ASM AS — 41.3 41.3Impairments — (8.0) (8.0)Gain bargain purchase SEAS — 109.3 109.3Acquisition related transaction cost — (2.4) (2.4)

Back-end total 312.8 304.9 (7.9)ASMI consolidated 328.6 367.5 38.9


Net Interest ExpenseNet interest expense amounted to €10.6 million in 2011 compared to the net interest expense of €14.5 million in 2010. Thisdecrease in net interest expenses mainly resulted from a lower average debt in 2011.

Accretion interest expense convertible notesBoth our convertible bonds due 2011 and 2014, include a component that creates a financial liability to the Company and acomponent that grants an option to the holder of the convertible note to convert it into common shares of the Company(“conversion option”). ASC 815 requires separate recognition of these components.

The fair value of the liability component is estimated using the prevailing market interest rate at the date of issue, for similarnon-convertible debt. Subsequently, the liability is measured at amortized cost. The interest expense on the liabilitycomponent is calculated by applying the market interest rate for similar non-convertible debt at the date of issue to theliability component of the instrument. The difference between this amount and the interest paid is added to the carryingamount of the convertible subordinated notes, thus creating a non-cash interest expense. For 2011 this accretion interestwas €4.4 million (2010; €6.0 million).

Revaluation conversion optionAll convertible bonds include a component that creates a financial liability to the Company and a component that grants anoption to the holder of the convertible note to convert it into common shares of the Company (“conversion option”). ASC815 requires separate recognition of these components.

For the conversion options of the convertible bonds due 2011 the accounting is different from that for the conversion optionof the convertible bonds due 2014. As the convertible bonds due 2011 was denominated in USD and the ASM Internationalcommon shares in which they can be converted to are denominated in Euro, these conversion options are recognized as a



liability measured at fair value. The conversion option is measured at fair value through the income statement, for 2011,until early redemption in February 2011, this revaluation at fair value resulted in a loss of €4.4 million (2010: €19.0 million).

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For the conversion options of the convertible bonds due 2014 the fixed–for-fixed principle is met as both the debt instrument(the bond) and the entity’s equity shares in which they can be converted to are denominated in the functional currency(Euro). Based on the before mentioned criteria the conversion option qualifies as permanent equity.

Loss resulting from early extinguishment of debtOn January 3, 2011 we announced the redemption for all outstanding principal balance of our 4.25% ConvertibleSubordinated Notes due 2011, which resulted in the conversion of almost all remaining notes prior to the redemption date.The loss from the early extinguishment of the notes of €824, which includes the write-off of unamortized issuance costs, hasbeen recorded as a loss from early extinguishment of debt in the Consolidated Statement of Operations for the year 2011.

In 2010 US$56.5 million convertible subordinated notes have been repurchased for a market value of US$74.6 million. Theloss from the early extinguishment of the notes of €3,609, which includes the write-off of unamortized issuance costs andthe amortization of unamortized interest expenses, has been recorded as a loss from early extinguishment of debt in theConsolidated Statement of Operations for the year 2010.

Income Tax ExpenseIncome tax expense decreased from €43 million in 2010 to €37 million in 2011, resulting from the balance of an increase ofresult before tax in 2011 and a release of certain valuation allowances.

Net Earnings allocated to the shareholders of the parentThe following table shows net earnings for our Front-end and Back-end segments for the full year, 2011 compared to thesame period in 2010:


2010 2011 Change

Front-endExcluding special items (1.8) 49.7 51.6Restructuring charges (11.2) — 11.2Loss from early extinguishment of debt (3.6) (0.8) 2.8Fair value change conversion options (19.0) (4.4) 14.7Special items (33.8) (5.2) 28.6Including special items 35.7 44.5 80.2

Back-endExcluding special items 146.3 89.4 (56.9)Impairments — (4.2) (4.2)Gain bargain purchase SEAS — 57.0 57.0Special items — 52.8 52.8Including special items 146.3 142.2 (4.1)

ASMI consolidated, total earnings1) 110.6 186.8 76.1

1)Allocated to the shareholders of the parent

Net earnings for the Back-end segment reflect our 52.17% ownership of ASM Pacific Technology.

Information regarding the hedging of foreign currency net investments is provided in Item 11, and is incorporated herein byreference.

B. Liquidity and Capital Resources

Our liquidity is affected by many factors, some of which are related to our ongoing operations and others of which arerelated to the semiconductor and semiconductor equipment industries, and to the economies of the countries in which weoperate. Although our cash requirements fluctuate based on the timing and extent of these factors, we believe that cash



generated by operations, together with the liquidity provided by our existing cash resources and our financingarrangements, will be sufficient to fund working capital, capital expenditures and other ongoing business requirements for atleast the next twelve months.

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Cash flowNet cash provided by operations in 2012 was €42 million as compared to €217 million for 2011. This decrease resultsmainly from lower net earnings. Net cash used in investing activities in 2012 of €72 million was at the same level comparedto €70 million for 2011. Net cash used in financing activities in 2012 was €73 million compared to €79 million for the sameperiod in 2011.

DebtIn October 2012, we exercised our right to call the outstanding 6.50% Convertible Subordinated Loan (due 2014), resultingin conversion of all remaining notes (€150 million) on November 27, 2012.

In July 2011 we finalized the increase and extension of ASMI’s existing standby revolving credit facility. The creditcommitment was increased from €90 million to €150 million and the maturity date was extended from November 1, 2012until July 31 2014. In the event all outstanding convertible bonds due November 6, 2014 are converted, repaid or replacedprior to June 30, 2014, the maturity date will be July 31, 2015. As per December 31, 2011 the amount outstanding of the6.5% Convertible Subordinated Loan (due 2014) is €150 million. As a result of the dividend paid in 2011 the conversion ratedecreased from €17.06 to €16.85. As a result of the dividend paid in 2012 the conversion rate decreased from €16.85 to€16.53.

In May 2010 the remaining outstanding US$16.9 million of our 5.25% Convertible bonds due 2010 were converted intocommon shares. In January, July and December 2010, respectively US$39.4 million, US$7.2 million and US$9.9 million ofour 4.25% Convertible bonds due 2010 were repurchased. In January , 2011 we announced the redemption of all of theoutstanding principal balance of our 4.25% Convertible Subordinated Notes due 2011, which resulted in the conversion ofall remaining notes prior to the redemption date scheduled for February 15, 2011.

See notes 4, 5, 14, 17, 18 and 23 to our consolidated financial statements for discussion of our funding, treasury policiesand our long-term debt.

LiquidityOn December 31, 2012, the Company’s principal sources of liquidity consisted of EUR 290 million in cash and cashequivalents and EUR 276 million in undrawn bank lines. Approximately EUR 145 million of the cash and cash equivalentsand EUR 126 million of the undrawn bank lines are restricted to use for the Company’s Back-end operations.

For the most part, our cash and cash equivalents are not guaranteed by any governmental agency. We place our cash andcash equivalents with high quality financial institutions to limit our credit risk exposure.

On December 31, 2012 the net cash of ASMI, excluding Back-end, was €145 million (2011: €65 million). ASMI excludingBack-end is free of debt. Furthermore, ASMI, excluding Back-end, has available credit lines of €150 million.

Working capitalNet working capital, consisting of accounts receivable, inventories, other current assets, accounts payable, accruedexpenses, advance payments from customers and deferred revenue, increased from €407 million December 31, 2011 to€448 million on December 31, 2012. The number of outstanding days of working capital, measured based on quarterlysales, increased from 106 days on December 31, 2011 to 126 days on December 31, 2012. For the same period, our Front-end segment increased from 100 days to 110 days and our Back-end segment increased from 109 days to 132 days.

Pension plansThe Company’s employees of the Front-end segment in the Netherlands, approximately 179 full-time employees (FTE),participate in a multi-employer union plan ”Bedrijfstakpensioenfonds Metalektro” (“PME”) determined in accordance with thecollective bargaining agreements effective for the industry in which ASMI operates. This collective bargaining agreementhas no expiration date. This multi-employer union plan covers approximately 1,220 companies and 150,000 contributingmembers. ASMI’s contribution to the multi-employer union plan is less than 5.0% of the total contribution to the plan as perthe annual report for the year ended December 31, 2011. The plan monitors its risks on a global basis, not by company oremployee, and is subject to regulation by Dutch governmental authorities. By law (the Dutch Pension Act), a multi-employerunion plan must be monitored against specific criteria, including the coverage ratio of the plan assets to its obligations. Thiscoverage ratio must exceed 104.25% for the total plan. Every company participating in a Dutch multi-employer union plancontributes a premium



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calculated as a percentage of its total pensionable salaries, with each company subject to the same percentage contributionrate. The premium can fluctuate yearly based on the coverage ratio of the multi-employer union plan. The pension rights ofeach employee are based upon the employee’s average salary during employment.

ASMI’s net periodic pension cost for this multi-employer union plan for any period is the amount of the required contributionfor that period. A contingent liability may arise from, for example, possible actuarial losses relating to other participatingentities because each entity that participates in a multi-employer union plan shares in the actuarial risks of every otherparticipating entity. It can also arise from any responsibility under the terms of a plan to finance any shortfall in the plan ifother entities cease to participate.

The coverage ratio of the multi-employer union plan increased to 93.9% as of December 31, 2012 (December 31, 2011:90.0%). Because of the low coverage ratio, PME prepared and executed a so-called “Recovery Plan” which was approvedby "De Nederlandsche Bank", the Dutch central bank, which is the supervisor of all pension companies in the Netherlands.Due to the low coverage ratio and according the obligation of the “Recovery Plan” the pension premium percentage is24.0% in both 2011 and 2012. The coverage ratio is calculated by dividing the plan assets by the total sum of pensionliabilities and is based on actual market interest.

ASMPTOur Back-end segment, which is conducted through ASM Pacific Technology, our 51.96%-owned subsidiary onDecember 31, 2012 had a debt of €81 million. The cash resources and borrowing capacity of ASM Pacific Technology arenot available to our Front-end segment, due to restrictions imposed by the Hong Kong Stock Exchange, on which the ASMPacific Technology common shares are listed.

We historically relied on dividends from ASM Pacific Technology for a portion of our cash flow for use in our Front-endoperations. Cash dividends received from ASM Pacific Technology during 2010, 2011 and 2012 were €65.6 million,€86.9 million and €29.6 million, respectively. In November 2006, we announced our commitment that for at least the nextthree years we would not use these cash dividends to support our Front-end business, but instead would use suchdividends to retire outstanding convertible debt, repurchase our common shares, pay dividends on our common shares or,in the event of dilution resulting from the exercise of employee stock options in ASM Pacific Technology, purchase shares ofASM Pacific Technology to maintain our percentage ownership at its current level.

At our Annual General Meeting of Shareholders in May 2010 we decided to extend this policy for the years 2010 and 2011.

The following table shows the dividends received from ASM Pacific Technology and the use of those dividends within theFront-end business:

(EUR millions)

Dividends receivedfrom ASM Pacific

Technology

Repurchasedcommon shares ofASM International

RepurchasedConvertible bonds

Dividend paid toshareholders of

ASM InternationalBalance of

dividends received

2007 49.1 — (32.9) (5.4) 10.82008 49.1 (36.5) (27.1) — (14.5)2009 21.4 — (27.0) — (5.6)2010 65.6 — (55.8) — 9.82011 86.9 — — (22.1) 64.82012 29.6 (40.6) — (27.5) (38.5)

Total 301.7 (77.1) (142.8) (55.0) 26.8

Although certain directors of ASM Pacific Technology are directors of ASM International, ASM Pacific Technology is underno obligation to declare dividends to shareholders or enter into transactions that are beneficial to us. As a substantialshareholder, we can approve the payment of dividends, but cannot compel their payment or size.

The market value of our investment in ASM Pacific Technology at the end of 2012 was approximately €1,913 million. At theend of 2011 this was approximately €1,799 million.

C. Research and Development, Patents and Licenses, etc.



Research and development

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See Item 4.B. “Business Overview, Research and Development” and Item 5.A. “Operating Results, Operating and FinancialReview and Prospects”.

Intellectual property mattersSee Item 3.D. “Risk Factors, Our ability to compete could be jeopardized if we are unable to protect our intellectual propertyrights from challenges by third parties; claims or litigation regarding intellectual property rights could require us to incursignificant costs.” and “We license the use of some patents from a competitor pursuant to a settlement agreement; if theagreement is terminated, our business could be adversely affected.” and Item 4.B. “Business Overview, IntellectualProperty and Trademarks”.

D. Trend information

BacklogOur backlog includes orders for which purchase orders or letters of intent have been accepted, typically for up to one year.Historically, orders have been subject to cancellation or rescheduling by customers. In addition, orders have been subject toprice negotiations and changes in specifications as a result of changes in customers’ requirements. Due to possiblecustomer changes in delivery schedules and requirements and to cancellation of orders, our backlog at any particular dateis not necessarily indicative of actual sales for any succeeding period.

The following table shows the level of new orders during 2011 and 2012, and the backlog and book-to-bill ratios onDecember 31, 2011 and 2012:

(EUR millions, except book-to-bill ratio) Full year

2011 2012 % Change

Front-end:New orders 398.3 360.1 (10)%Backlog at December 31 105.1 91.7 (13)%Book-to-bill ratio (new orders divided by net sales) 0.9 1.0

Back-end:New orders 971.2 1,017.1 5 %Backlog at December 31 225.5 197.5 (12)%Book-to-bill ratio (new orders divided by net sales) 0.8 1.0

TotalNew orders 1,369.5 1,377.2 1 %Backlog at December 31 330.6 289.2 (13)%Book-to-bill ratio (new orders divided by net sales) 0.8 1.0

OutlookWe have developed forecasts and projections of cash flows and liquidity needs for the upcoming year. This takes intoaccount the current market conditions, reasonably possible changes in trading performance based on such conditions, andour ability to modify our cost structure as a result of changing economic conditions and sales levels. We have alsoconsidered in the forecasts the total cash balances amounting to €290.5 million as of December 31, 2012; availableborrowings; the ability to renew debt arrangements and to access additional indebtedness; and whether or not we willmaintain compliance with our financial covenants. Based on this, we believe that our cash on hand at the end of 2012 isadequate to fund our operations, our investments in capital expenditures and to fulfill our existing contractual obligations forthe next twelve months.

E. Off-Balance Sheet Arrangements



We have contractual obligations, some of which are required to be recorded as liabilities in our consolidated financialstatements, including long- and short-term debt. Other contractual arrangements, such as operating lease commitmentsand purchase obligations, are not generally required to be recognized as liabilities on our consolidated balance sheet, butare required to be disclosed.

F. Tabular Disclosure of Contractual Obligations

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The following table summarizes our contractual obligations as of December 31, 2012 aggregated by type of contractualobligation:

TotalLess than

1 year1-3

years3-5

yearsMore than

5 years

Notes payable to banks 1 62,686 62,686 — — —Long-term debt 1 19,957 6,821 13,136 — —Operating leases 72,526 21,430 29,904 13,963 7,229Pension liabilities 12,540 418 931 1,603 9,588Purchase obligations:

Purchase commitments to suppliers 141,908 139,221 2,687 — —Capital expenditure commitments 10,553 10,273 280 — —

Unrecognized tax benefits (ASC 740) 22,511 22,511 — — —Total contractual obligations 342,681 263,360 46,938 15,566 16,817

(1) Including accrued interest based on the percentages at the reporting date.

For a further discussion of our contractual obligations see Notes 14, 17, 18, 21, 23 and 26 to our Consolidated FinancialStatements, which are incorporated herein by reference.

We outsource a substantial portion of the manufacturing of our Front-end operations to certain suppliers. As our productsare technologically complex, the lead times for purchases from our suppliers can vary and can be as long as nine months.Generally, contractual commitments are made for multiple modules or systems in order to reduce our purchase prices permodule or system. For the majority of our purchase commitments, we have flexible delivery schedules depending on themarket conditions, which allow us, to a certain extent, to delay delivery beyond originally planned delivery schedules.

New Accounting PronouncementsFor information regarding new accounting pronouncements, see Note 1 to our "Consolidated Financial Statements", whichis incorporated herein by reference.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management.

The members of our Supervisory Board and Management Board and our other senior manager are as follows:

Name Position Year of BirthTerm

Expires

Gert-Jan Kramer 2 Chairman of the Supervisory Board 1942 2013Johan M.R. Danneels 2 Member of the Supervisory Board 1949 2016Heinrich W. Kreutzer 1 Member of the Supervisory Board 1949 2014Jan C. Lobbezoo 1 Member of the Supervisory Board 1946 2013Martin C.J. van Pernis 2 Member of the Supervisory Board 1945 2014Ulrich H.R. Schumacher 1 Member of the Supervisory Board 1958 2016Charles D. (Chuck) del Prado Chairman of the Management Board,

President and Chief Executive Officer1961 2014

Peter A.M. van Bommel Member of the Management Board andChief Financial Officer

1957 2014



W.K. Lee Chief Executive Officer of ASM PacificTechnology Ltd

1954 —

(1) Member of Audit Committee(2) Member of Nomination, Selection and Remuneration Committee

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Gert-Jan Kramer was elected to the Supervisory Board in May 2009 and is currently Chairman of the Supervisory Board.Until his retirement in 2005, Mr Kramer served as President and Chief Executive Officer of Fugro NV for more than 20years. He is on the Supervisory Board of Damen Shipyards Group NV (Vice-Chairman), Fugro NV, Bronwaterleiding Doorn,Energie Beheer Nederland BV and the Delft Technical University (Chairman). He is also on the Board of the ServiceOrganization Protestant Churches in the Netherlands (Chairman), Foundation of Friends of the Pieterskerk Leiden(Chairman) and the Pieterskerk Leiden (Chairman). Mr Kramer is on the Board of many cultural organizations, such asseveral museums and orchestras: the Foundation Beelden aan Zee, the Frans Hals Museum, De Nieuwe Kerk Amsterdam,the Amsterdam Sinfonietta (Chairman), the Hague Philharmonic (Chairman) and the Concertgebouw Fund Foundation.

Johan M.R. Danneels was initially elected a member of the Supervisory Board in May 2000 and was reappointed on May15, 2012 for a period of four years. Mr Danneels is Chief Executive Officer at Essensium, the company he founded in 2005as a spin off from the IMEC research institute. He was Chairman of IMEC from 2000 to 2005. Prior to that he spent 25years at Alcatel. He held several management functions for all major product lines, was Corporate Executive Vice Presidentof Alcatel NV, Chief Executive Officer of Alcatel Microelectronics and most recently Group Vice President ofSTMicroelectronics. He holds a PhD degree in Engineering from the Catholic University of Leuven, Belgium and a MBAdegree from Boston University.

Heinrich W. Kreutzer was initially elected a member of the Supervisory Board in November 2006 and was reappointed onMay 20, 2010 for a period of four years. Between 1999 and 2003 Mr Kreutzer was a member of the Management Board asChief Operating Officer and Chief Technology Officer of Alcatel SEL AG. From 2004 to 2006 he was Managing Director ofKabel Deutschland GmbH in Munich, Germany. Prior to that he worked at several companies including General Telephone& Electronics in Waltham, USA and Alcatel in Stuttgart, Germany. Mr Kreutzer is currently on the Board of Directors ofMicronas Semiconductor AG (Chairman) in Zurich, Switzerland, Micronas Semiconductor GmbH (Chairman) in Freiburg,Germany and BKtel Communications GmbH (Chairman), Germany. He holds a Master's degree in Engineering and aMaster's degree in Economics, and studied at the Technical University of Berlin and the University of Hagen, Germany.

Jan C. Lobbezoo was elected a member of the Supervisory Board in May 2009. Mr Lobbezoo was Executive Vice-President and Chief Financial Officer of the semiconductor division of Royal Philips Electronics from 1994 to 2005. He wasa member of the Board of TSMC for 12 years until 2007 and remains its advisor, specifically in the areas of US corporategovernance, international reporting and financial review. He is on the Board of FEI, a US-based nano-technologyequipment company and on the One-tier Board of TMC Group NV (Non-Executive Member). He is also on the SupervisoryBoard of Mapper Lithography BV (Chairman), Mutracx BV (Chairman), Salland Engineering BV (Chairman), ALSI NV andPoint One Innovation Fund (Chairman). He holds a Master's degree in Business Economics from the Erasmus UniversityRotterdam, the Netherlands and is a Dutch Registered Accountant.

Martin C.J. van Pernis was elected a member of the Supervisory Board in May 2010. Mr Van Pernis joined Siemens in 1971and retired from the Siemens Group at the end of 2009 as Chairman of the Management Board of Siemens Nederland NV.He is on the Supervisory Board of Batenburg Techniek NV (Chairman), Dutch Space BV - a subsidiary of EADS(Chairman), Aalberts Industries NV (Vice Chairman), Feyenoord Rotterdam NV, GGZ Delfland (Chairman), SFG/VlietlandGroup (Chairman), The Platform "Vernieuwing Bouw" (Chairman) and President of The Royal Institute of Engineers - KIVINIRIA.

Ulrich H.R. Schumacher was initially elected a member of the Supervisory Board in May 2008 and was reappointed on May15, 2012 for a period of four years. Presently Mr Schumacher is Managing Director of CGS Consulting. From 1986 to 1999he held various engineering and management positions at Siemens AG. Between 1996 and 1999 he was CEO andPresident of Siemens Semiconductor Group, and became President and CEO of Infineon Technologies AG after the spin offfrom Siemens Semiconductor Group in 1999. From 2004 to 2007 he was a Partner at Francisco Partners, a private equityinvestment company based in the U.S. Between 2007 and 2010 he was the CEO and President of Grace SemiconductorManufacturing Corporation. Mr Schumacher is on the Supervisory Board of Siano Mobile Silicon and PACT XPPTechnologies AG (Chairman). He holds a PhD degree in Electrical Engineering from the University of Aachen, Germanyand has completed further education in Business Administration.

Charles D. (Chuck) del Prado was appointed a member of the Management Board in May 2006 and President and ChiefExecutive Officer on March 1, 2008. Between 1989 and 1996 Mr Del Prado held several marketing and sales positions atIBM Nederland NV. From 1996 to 2001 he worked in various management positions at ASML, in manufacturing and salesin Taiwan and the Netherlands. He was appointed Director Marketing, Sales & Service of



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ASM Europe in March 2001. From 2003 to 2007 he was President and General Manager of ASM America. From January 1,2008 to February 29, 2008, he acted as Executive Vice President Front-end Operations at ASM America. He holds aMaster's of Science degree in Industrial Engineering and Technology Management from the University of Twente, theNetherlands.

Peter A.M. van Bommel was appointed a member of the Management Board on July 1, 2010 and became Chief FinancialOfficer on September 1, 2010. Mr Van Bommel has more than twenty years of experience in the electronics andsemiconductor industry. He spent most of his career at Philips, which he joined in 1979. From the mid-1990s until 2005 heacted as CFO of several business units of the Philips group. Between 2006 and 2008 he was CFO at NXP, formerly PhilipsSemiconductors. He was CFO of Odersun AG, a manufacturer of thin-film solar cells and modules until August 31, 2010. InApril 2012 Mr Van Bommel was appointed a member of the Supervisory Board and a member of the Audit Committee of theRoyal KPN NV. He holds a Master's degree in Economics from the Erasmus University Rotterdam, the Netherlands.

W.K. Lee became Chief Executive Officer of ASM Pacific Technology Ltd effective January 1, 2007 and has been GeneralManager Southern Region of ASM Pacific Technology since 1990. Mr Lee has been employed by ASM Pacific Technologyfor over 30 years. Prior to becoming in 1990 General Manager of ASM Pacific Technology's activities in Singapore, he wasinvolved in product development. He was a member of the Management Board of the Company from January 1, 2007 toDecember 31, 2010. He holds a Bachelor's degree in Science and a Master's degree in Philosophy in Electronics from theChinese University of Hong Kong, and a Master's degree in Business Administration from the National University ofSingapore.

B. Compensation.

For information regarding remuneration of members of our Management Board and Supervisory Board, see Note 30 to ourConsolidated Financial Statements, which is incorporated herein by reference.

For further information regarding remuneration of members of our Management Board, see our Remuneration Policy andRemuneration Reports, which are posted on our website (www.asm.com).

We have granted stock options to certain key employees. For information regarding such options see Note 20 to ourConsolidated Financial Statements, which is incorporated herein by reference.

C. Board practices.

Under Netherlands law, the Supervisory Board has the duty to supervise and advise the Management Board. Personsnominated by the Supervisory Board to be appointed by the shareholders to the Supervisory Board are elected if theyreceive a majority of the votes cast at a meeting of shareholders. Nominees to the Supervisory Board who are not proposedby the Supervisory Board are appointed if they receive the affirmative vote of a majority of the votes cast at a meeting,which affirmative votes represent at least one third of our issued capital. A resolution to remove a member of theSupervisory Board, other than in accordance with a proposal of the Supervisory Board, shall require the affirmative vote ofa majority of the votes cast, which affirmative votes represent at least one third our issued capital. The Supervisory Boardmembers serve a four year term and may be re-elected after each term. The Supervisory Board members may be re-elected twice.

The Management Board is entrusted with our management under the supervision of the Supervisory Board and has thegeneral authority to enter into binding agreements with third parties. Persons nominated by the Supervisory Board to beappointed by the shareholders to the Management Board are elected if they receive a majority of the votes cast at ameeting of shareholders. Nominees to the Management Board who are not proposed by the Supervisory Board areappointed if they receive the affirmative vote of a majority of the votes cast at a meeting, if such affirmative votes representat least one third of our issued capital. A Management Board member may at any time be suspended by the SupervisoryBoard. A Management Board member may, in accordance with a proposal of the Supervisory Board, be dismissed by theGeneral Meeting of Shareholders with a majority of the votes cast. A resolution to suspend or to dismiss a member of the



Management Board, other than in accordance with a proposal of the Supervisory Board, shall require the affirmative vote ofa majority of the votes cast at a meeting, which affirmative votes represent at least one third of our issued capital.

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The Audit Committee of the Supervisory Board has a supervisory task with regard to monitoring the integrity of our financialreports and risk management. The Audit Committee consists of Mr Lobbezoo (Chairman), Mr Kreutzer and Mr Schumacher.The Audit Committee supervises the activities of the Management Board with respect but not limited to:

• the operation of the internal risk management and control systems, including supervision of the enforcement ofthe relevant legislation and regulations, and supervising the operation of codes of conduct;

• our release of financial information;

• compliance with recommendations and observations of external auditors;

• our policy on tax planning;

• relations with the external auditor, including, in particular, its independence, remuneration and any non-auditservices performed for us;

• our financing and financial position; and

• the applications of information and communication technology (ICT).

The Audit Committee meets periodically to nominate a firm to be appointed as independent auditors to audit the financialstatements and to perform services related to the audit, review the scope and results of the audit with the independentauditors, review with management and the independent auditors our annual operating results and consider the adequacy ofthe internal accounting procedures and the effect of the procedures relating to the auditor’s independence.

The Nomination, Selection and Remuneration committee of the Supervisory Board advises the Supervisory Board onmatters relating to the selection and nomination of the members of the Management Board and Supervisory Board. Thecommittee further monitors and evaluates the remuneration policy for the Management Board. This committee consists ofMr Kramer (Chairman), Mr Danneels and Mr van Pernis.

We have entered into indemnity agreements with each of our Supervisory Board and Management Board members inwhich we agree to hold each of them harmless, to the extent permitted by law, from damage resulting from a failure toperform or a breach of duties by our board members, and to indemnify each of them for serving in any capacity for thebenefit of the Company, except in the case of willful misconduct or gross negligence in certain circumstances.

D. Employees.

As of December 31, 2012, we had 17,404 employees, including 1,534 employees primarily involved in research anddevelopment activities, 814 in marketing and sales, 1,735 in customer service, 985 in finance and administration, and12,336 in manufacturing.

The following table lists the total number of our employees and the number of our employees in our Front-end and Back-end business at the dates indicated, exclusive of temporary workers:

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December 31, 2010 December 31, 2011 December 31, 2012GeographicLocation Front-end Back-end Total Front-end Back-end Total Front-end Back-end Total

EuropeTheNetherlands 148 10 158 165 9 174 176 3 179EMEA 136 5 141 157 883 1,040 171 917 1,088

United States 361 10 371 457 87 544 535 92 627Japan 180 21 201 182 21 203 177 22 199Southeast Asia 625 15,203 15,828 670 13,563 14,233 577 14,734 15,311

Total 1,450 15,249 16,699 1,631 14,563 16,194 1,636 15,768 17,404

Our Dutch operations, which employed 166 persons as of March 15, 2013, is subject to standardized industry bargainingunder Netherlands law, and is required to pay wages and meet conditions established as a result of negotiations betweenall Netherlands employers in their industry and unions representing employees of those employers. Additionally,management personnel in the Netherlands facilities meet as required by Netherlands law with a works council consisting ofelected representatives of the employees to discuss working conditions and personnel policies as well as to explain majorcorporate decisions and to solicit their advice on major issues.

Many of our employees are highly skilled, and our continued success will depend in part upon our ability to continue toattract and retain these employees, who are in great demand. We believe that our employee relations are good.

E. Share ownership.

Information with respect to shares and options held by members of our Supervisory Board and Management Board isincluded in Item 7, “Major Shareholders and Related Party Transactions” and Notes 30 and 31 to our ConsolidatedFinancial Statements, which are incorporated herein by reference. With the exception of Chuck del Prado, as of March 15,2013, none of the members of our Supervisory Board or Management Board owned beneficially more than 1% of ouroutstanding common shares.

We maintain various stock option plans for the benefit of our employees. For information about our stock option plans, seeNote 20 to our Consolidated Financial Statements, which is incorporated herein by reference.

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders.

The following table sets forth information with respect to the ownership of our common shares as of March 15, 2013 byeach beneficial owner known to us of more than 5% of our common shares:

Number ofShares Percent 1

Arthur H. del Prado 1)2) 11,346,323 17.96%Aberdeen Asset Managers Ltd 3) 8,351,517 9.87%Capital Research and Management Company 4) 3,237,708 5.13%___________________(1) Calculated on the basis of 63,169,136 Common Shares outstanding as of March 15, 2013, and without regard to

options.(2) Includes 3,039 common shares owned by Stichting Administratiekantoor ASMI, a trust controlled by Arthur H. del

Prado and 713,000 common shares beneficially owned by Chuck D. del Prado, Arthur H. del Prado’s son.



(3) Based on the notification dated August 14, 2012.(4) Based on the notification dated March 15, 2013.

A “beneficial owner” of a security includes any person who, directly or indirectly, through any contract, arrangement,understanding, relationship, or otherwise has or shares (i) voting power which includes the power to vote, or to direct thevoting of, such security and/or (ii) investment power which includes the power to dispose, or to direct the

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disposition, of such security. In addition, a person shall be deemed to be the beneficial owner of a security if that person hasthe right to acquire beneficial ownership of such security, as defined above, within 60 days, including but not limited to anyright to acquire: (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; or(iii) pursuant to the power to revoke, or pursuant to the automatic termination of, a trust, discretionary account, or similararrangement.

Pursuant to the Dutch Financial Supervision Act ('Wet op het financieeltoezicht' or 'Wft'), legal entities as well as naturalpersons must immediately notify the Dutch Authority for the Financial Markets (AFM) when a shareholding equals orexceeds 5% of the issued capital. The AFM must be notified again when this shareholding subsequently reaches, exceedsor falls below a threshold. This can be caused by the acquisition or disposal of shares by the shareholder or because theissued capital of the issuing institution is increased or decreased. Thresholds are: 5%, 10%, 15%, 20%, 25%, 30%, 40%,50%, 60%, 75% and 95%. The AFM incorporates the notifications in the public register, which is available on its website.Failure to disclose the shareholding qualifies as an offense, and may result in civil penalties, including suspension.

On May 28, 1997, we entered into an agreement with Stichting Continuïteit ASM International (Stichting), pursuant to whichStichting was granted an option to acquire up to a number of our preferred shares corresponding with a total par valueequal to 50% of the par value of our common shares issued and outstanding at the date of the exercise of the option.Stichting is a non-membership organization organized under Netherlands law. The objective of Stichting is to serve theinterests of the Company. To that objective Stichting may, amongst others, acquire, own and vote our preferred shares inorder to maintain our independence and/or continuity and/or identity. The members of the board of Stichting are:

Michael J.C. van Galen (chairman) Retired Managing Director, Breevast NVRinze Veenenga Kingma President Archeus Consulting BVJan Klaassen Emeritus Professor, Vrije Universiteit Amsterdam

On May 14, 2008, Stichting exercised its right to acquire preferred shares in the Company and acquired 21,985 preferredshares representing 21,985,000 votes, which constituted 29.9% of the total voting power of our outstanding capital stock asof May 14, 2008. Stichting paid €219,850, which constituted one-fourth of the nominal value of the preferred sharesacquired, in accordance with the option agreement. This amount was paid by Stichting using an existing credit line. OnMay 14, 2009, the Annual Meeting of Shareholders resolved to cancel the outstanding preferred shares and to reissue anoption to Stichting Continuïteit to acquire preferred shares.

Except as described above regarding Stichting, we are unaware of any arrangement which we anticipate will result in achange in control of ASM International. All shares of our common stock (including shares held by major shareholders)entitle the holder to the same voting rights. Our preferred shares entitle the holder to 1,000 votes per share.

Of our 63.095.986 outstanding common shares at March 15, 2013, 2,142,039 are registered with us in the Netherlands,56,056,253 are registered with our transfer agent in the Netherlands, ABN AMRO Bank NV, and 4,897,694 are registeredwith our transfer agent in the United States, Citibank, N.A., New York. Our common shares registered with Citibank, N.A.,New York are listed on the NASDAQ Global Select Market under the symbol “ASMI.” As of March 15, 2013 there wereapproximately 125 record holders of our common shares registered with Citibank. ASM's Ordinary Shares are listed onNYSE Euronext in Amsterdam (symbol: ASM) and also trade on NASDAQ (symbol: ASM)

B. Related party transactions.

For information regarding related party transactions, see Note 31 to our Consolidated Financial Statements, which isincorporated herein by reference.

C. Interest of Experts & Counsel.

Not applicable.



Item 8. Financial Information

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A. Consolidated statements and other financial information

Consolidated financial statementsSee Item 18, “Financial Statements.”

Legal proceedingsSee Item 4.B., “Business Overview” and Note 22 to our Consolidated Financial Statements, which is incorporated herein byreference. See also Item 3.D, “Risk Factors—We are subject to various legal proceedings and claims, the outcomes ofwhich are uncertain. If we fail to accurately evaluate the probability of loss or the amount of possible losses, an adverseoutcome may materially and adversely affect our financial condition and results of operations.”

Dividend policyASMI aims, as part of its financing policy, to pay a sustainable annual dividend. Annually the Supervisory Board, uponproposal of the Management Board, will assess the amount of dividend that will be proposed to the Annual General Meetingof Shareholders. The decision that a dividend be proposed to the Annual General Meeting of Shareholders will be subjectto the availability of distributable profits as well as retained earnings and may be affected by our potential future fundingrequirements. Accordingly, dividend payments may fluctuate and could decline or be omitted in any year.

In 2007, we paid an interim dividend of €0.10 per common share. We did not pay dividends in 2008, 2009, 2010 and in anyyear prior to 2007. In 2011, we paid a dividend of €0.40 per common share. In 2012, we paid a dividend of €0.50 percommon share and we intend to propose to the forthcoming 2013 Annual General Meeting of Shareholders to declare adividend of €0.50 per share and an extraordinary distribution of €4.25.

B. Significant changes

We in the past derived a significant portion of our net sales, earnings from operations and net earnings from theconsolidation of the results of operations of ASM Pacific Technology in our results. ASM Pacific Technology is a CaymanIslands limited liability company that is based in Hong Kong and listed on the Hong Kong Stock Exchange. As ofDecember 31, 2012, we owned 51.96% of ASM Pacific Technology through our wholly-owned subsidiary, ASM PacificHolding BV and the remaining 48.04% was owned by the public. In March 2013, we sold a 12% stake so we now own40.08% of ASM Pacific Technology. Accordingly from March 15, 2013, we are no longer able to consolidate ASM PacificTechnology's results of operations in ours. Instead, our proportionate share of ASM Pacific Technology’s earnings will bereflected as a separate line-item called “share of results from investments” in our Consolidated Statements of Operations.We will no longer be able to consolidate the assets and liabilities of ASM Pacific Technology and will have to reflect the netinvestment in ASM Pacific Technology in the line-item “investments” in our Consolidated Balance Sheet. This event willhave a significant negative effect on our consolidated earnings from operations, although our net earnings will be reducedonly to the extent of the reduction of our ownership interest in ASM Pacific Technology.

Item 9. The Offer and Listing

A. Offer and listing details.

The following table sets forth, for the periods indicated, the high and low closing prices of our common shares as reportedon the NASDAQ Global Select Market and the high and low closing prices as reported on Euronext Amsterdam:

Price Range of Common Shares

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NASDAQClosing Prices

EuronextClosing Prices

High Low High Low

Annual Information

2008 $ 32.66 $ 6.60 € 20.96 € 5.002009 25.75 6.30 17.80 4.922010 35.09 19.10 26.50 15.322011 44.60 22.23 31.68 16.01

2012 40.35 29.39 32.89 22.64Quarterly Information

2011:

First Quarter $ 41.64 $ 33.72 € 30.66 € 24.99Second Quarter 44.60 35.84 31.68 25.02Third Quarter 40.87 22.23 28.18 16.01Fourth Quarter 30.94 22.67 22.76 16.782012:

First Quarter $ 38.84 $ 29.39 € 29.11 € 22.64Second Quarter 39.84 32.52 30.24 25.36Third Quarter 40.35 33.37 32.89 26.11Fourth Quarter 36.55 31.73 27.64 24.39

Monthly Information

September 2012 $ 37.54 $ 33.73 € 28.72 € 26.11October 2012 35.68 31.73 27.43 24.39November 2012 35.00 31.86 27.10 24.97December 2012 36.55 34.27 27.64 26.30January 2013 40.19 36.87 29.74 28.01February 2013 40.93 38.66 30.49 29.42March 2013 1 40.53 35.54 31.30 27.51

_________________(1) Through March 15, 2013.

B. Plan of distribution.

Not applicable.

C. Markets.

Our common shares are listed on the NASDAQ Global Select Market under the symbol “ASMI” and listed on EuronextAmsterdam under the symbol “ASM.” See item 9.A. “Offer and listing Details”.

D. Selling shareholders.

Not applicable.



E. Dilution.

Not applicable.

F. Expenses of the issue.

Not applicable.

Item 10. Additional Information

A. Share capital.

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Not applicable.

B. Memorandum and articles of association.

The information required by Item 10.B. is incorporated by reference to Exhibit 1.1 in our Form 20-F filed with the UnitedStates Securities and Exchange Commission on March 16, 2007 and the Form 6-K filed on April 30, 2007. Our currentArticles of Association are filed hereto as Exhibit 1.1.

C. Material contracts.

As discussed in Item 4, ASMPT acquired the SEAS business from Siemens AG. In January 2011 nominal considerationwas paid by ASMPT to Siemens for the business as well as certain loan and equity commitments were made by ASMPT tofund the ongoing acquired business. A copy of the acquisition agreement was filed as Exhibit 4.13 to our Form 20-F filed onMarch 26, 2011.

D. Exchange controls.

There are no foreign exchange controls or other governmental laws, decrees or regulations in the Netherlands restrictingthe import or export of capital or affecting the remittance of dividends, interest or other payments to non-residentshareholders. Neither the laws of the Netherlands nor the Articles of Association of ASM International restrict remittances tonon-resident shareholders or the right to hold or vote such securities.

E. Taxation

Summary of Dutch Tax Provisions Applicable to Nonresident Shareholders with a particular focus onU.S. ShareholdersThe statements below briefly summarize the current Dutch tax laws, based on the laws as in force at January 1, 2012. Thedescription is limited to the tax implications for shareholders who neither are nor are deemed to be a resident of theNetherlands for purposes of the relevant tax codes. The description does not address special rules that may apply toholders of special classes of shares and should not be interpreted as extending by implication to matters not specificallyreferred to in this document. As to individual tax consequences, shareholders are advised to consult their own tax advisors.

Withholding TaxDividends distributed by us generally are subject to a withholding tax imposed by the Netherlands at a rate of 15%. Theexpression “dividends distributed” includes, among other things:

• direct and indirect distributions in cash or in kind, deemed and constructive distributions and repayments of paid-in capital which is not recognized as such for Dutch dividend withholding tax purposes;

• liquidation proceeds, proceeds of redemption of ordinary shares or consideration for the repurchase of ordinaryshares by us, or one of our subsidiaries, to the extent that such consideration exceeds the average paid-in capitalwhich is recognized as such for Dutch dividend withholding tax purposes;

• the par value of ordinary shares issued to a holder of ordinary shares or an increase in the par value of ordinaryshares, as the case may be, to the extent that it does not appear that a contribution, which is recognized as suchfor Dutch dividend withholding tax purposes, has been made or will be made; and

• partial repayments of paid-in capital, which is recognized as such for Dutch dividend withholding tax purposes, tothe extent there are net profits (zuivere winst). Exception to this rule may apply in case the general meeting of ourshareholders has decided in advance to make such repayment and the par value of the ordinary sharesconcerned has been reduced by an amount equal to the repayment by way of an amendment to the articles ofassociation.



If a holder of ordinary shares resides in a country that signed a double taxation convention with the Netherlands and suchconvention is in effect, such holder of ordinary shares may, depending on the terms of that double taxation convention, beeligible for a full or partial exemption from, reduction or refund of Dutch dividend withholding tax. The Netherlands hasconcluded such a convention with the United States, among other countries.

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Under the Convention between the United States of America and the Kingdom of the Netherlands for the Avoidance ofDouble Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “US Tax Treaty”) currently ineffect, dividends we pay to a corporate holder of our common shares who is not, or is not deemed to be, a resident of theNetherlands for Dutch tax purposes but who is a resident of the United States as defined in the U.S. Tax Treaty may beeligible for a reduction of the 15% Netherlands withholding tax. In the case of certain U.S. corporate shareholders owning atleast 10% of ASM International voting power, the Netherlands withholding tax may be reduced to 5%, provided that suchshareholder does not have an enterprise or an interest in an enterprise that is, in whole or in part, carried on through apermanent establishment or permanent representative in the Netherlands to which the dividends are attributable. A fullexemption of Netherlands withholding tax is applicable for a U.S. corporate shareholder owning at least 80% of votingpower in the Company for a period of at least twelve months prior to the distribution, provided that this shareholder meetsspecific tests of the limitation of benefits clause of the U.S. Tax Treaty. The U.S. Tax Treaty provides for completeexemption from tax on dividends received by exempt pension trusts and exempt organizations, as defined therein. Exceptin the case of exempt organizations, the reduced dividend withholding rate can be applied at the source upon payment ofthe dividends, provided that the proper forms have been filed prior to the payment. Exempt organizations remain subject tothe statutory withholding rate of 15% and are required to file an application for a refund of such withholding.

A holder who is not, or is not deemed to be, a resident of the Netherlands may only claim the benefits of the U.S. Tax Treatyif:

• the holder is a resident of the United States as defined therein; and

• the holder’s entitlement to such benefits is not limited by the provisions of Article 26 (“limitation on benefits”) ofthe U.S. Tax Treaty.

Under current Dutch law, in situations where we distribute dividends which we received ourselves (flow through dividends)from subsidiaries established in countries with which the Netherlands has concluded a tax treaty, we may be permittedunder limited circumstances to deduct and retain from the withholding a portion of the amount that otherwise would berequired to be remitted to the Dutch Tax Authorities. That portion generally may not exceed 3% of the total dividenddistributed by us during the calendar year and the two preceding calendar years. If we retain a portion of the amountwithheld from the dividends paid, the portion (which is not remitted to the tax authorities) might not be creditable againstyour domestic income tax or corporate income tax liability. We will endeavor to provide you with information concerning theextent to which we have applied the reduction described above to dividends paid to you and advise you to check theconsequences thereof with your local tax advisor.

A refund, reduction, exemption or credit of Dutch dividend withholding tax on the basis of Dutch tax law or on the basis of atax treaty between the Netherlands and another state, will be granted only if the dividends are paid to the beneficial ownerof the dividends. The Dutch Supreme Court has defined that a person is a beneficial owner if: (i) that person is the legalowner of the dividend coupons and (ii) is in the position to freely dispose of the dividends so received and (iii), not acting inthe capacity of an agent or fiduciary for someone else. A receiver of a dividend is not considered to be the beneficial ownerof a dividend in an event of “dividend stripping” in which he has paid a consideration related to the receipt of such dividend.In general terms, “dividend stripping” can be described as the situation in which a foreign or domestic person (usually, butnot necessarily, the original shareholder) has transferred his shares or his entitlement to the dividend distributions to a partythat has a more favorable right to a refund or reduction of Dutch dividend withholding tax than the foreign or domesticperson. In these situations, the foreign or domestic person (usually the original shareholder), by transferring his shares orhis entitlement to the dividend distributions, avoids Dutch dividend withholding tax while retaining his “beneficial” interest inthe shares and the dividend distributions. This regime may also apply to the transfer of shares or the entitlement to dividenddistributions as described above, if the avoidance of dividend withholding tax is not the main purpose of the transfer.

Income Tax and Corporate Income Tax on DividendsA nonresident individual or corporate shareholder will not be subject to Dutch income tax with respect to dividendsdistributed by us or with respect to capital gains derived from the sale, disposal or deemed disposal of our common shares,provided that:

• such holder is neither resident nor deemed to be resident in the Netherlands nor has made an election for theapplication of the rules of the Dutch 2001 Income Tax Act as they apply to residents of the Netherlands; and



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• such holder does not have, and is not deemed to have, an enterprise or an interest in an enterprise which is, inwhole or in part, carried on through a permanent establishment, a deemed permanent establishment, or apermanent representative in the Netherlands and to which enterprise or part of an enterprise the shares areattributable with the primary aim to avoid levying Dutch income tax or dividend withholding tax for others, nordoes such holder carry out any other activities in the Netherlands that exceed regular asset management;

• such holder does not have a profit share in, or any other entitlement to the assets or income of an enterprise,other than by way of securities, which enterprise is effectively managed in the Netherlands and to whichenterprise the shares are attributable;

• such holder does not carry out and has not carried out employment activities with which the holding of the sharesis connected directly or indirectly; and

• such holder, individuals relating to such holder and some of their relations by blood or marriage in the direct line(including foster children) do not have a substantial interest or deemed substantial interest in us, or, if such holderhas a substantial interest or a deemed substantial interest in us, it forms part of the assets of an enterprise.

Generally, a nonresident holder will have a substantial interest if he, his partner, certain other relatives (including fosterchildren) or certain persons sharing his household, alone or together, directly or indirectly:

• hold shares representing 5% or more of our total issued and outstanding capital (or the issued and outstandingcapital of any class of our shares),

• hold or have rights to acquire shares (including the right to convert notes or stock options into shares), whether ornot already issued, that at any time (and from time to time) represent 5% or more of our total issued andoutstanding capital (or the issued and outstanding capital of any class of our shares); or

• hold or own certain profit-participating rights that relate to 5% or more of our annual profit and/or to 5% or more ofour liquidation proceeds.

The same criteria apply to a nonresident entity, save for the extension to partners, certain other relatives, and certainpersons sharing the holder’s household.

Gift and Inheritance TaxIn principle, liability for Dutch gift tax or inheritance tax arises in respect of any gifts of common shares by or inheritance ofcommon shares from any person who resides in the Netherlands at the time of the gift or death.

A gift or inheritance of common shares from a nonresident shareholder will not be subject to Dutch gift and inheritance tax,provided that:

• the nonresident shareholder does not have an enterprise or an interest in an enterprise that is, in whole or in part,carried on through a permanent establishment or a permanent representative in the Netherlands to which or towhom the common shares are attributable;

• the nonresident shareholder is not entitled to a share in the profits of an enterprise that is effectively managed inthe Netherlands other than by way of securities or through an employment contract, the common shares beingattributable to that enterprise; and

• the nonresident shareholder makes a gift of shares and does not die within 180 days after the date of the gift,while being resident or deemed to be resident in the Netherlands at the time of his death.

For the purposes of Dutch gift and inheritance tax, a Dutch national is deemed to be a resident of the Netherlands if heresided in that country at any time during a period of ten years preceding the date of the gift or death, as the case may be.In addition, for the purposes of Dutch gift tax, a person not possessing Dutch nationality is also deemed to be a Dutchresident, irrespective of his nationality, if he was a Dutch resident at any time during a period of twelve months precedingthe time at which the gift was made. The Netherlands has concluded a treaty with the United States, based on which doubletaxation on inheritances may be avoided if the inheritance is subject to



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Netherlands and/or U.S. inheritance tax and the deceased was a resident of either the Netherlands or the United States.

United States Federal Income TaxationThe following is a general description of select U.S. federal income tax consequences of the ownership and disposition ofour common shares by a U.S. Holder (as defined below). This summary only applies to “U.S. Holders” (as defined below)that hold their shares as capital assets. This discussion does not purport to be a comprehensive description of all U.S.federal income taxation considerations that may be relevant to holders of shares in view of their particular circumstances,and does not deal with holders subject to special rules, such as, but not limited to, the alternative minimum tax provisions ofthe Internal Revenue Code of 1986 (“Internal Revenue Code”) or the Internal Revenue Code’s provisions applicable todealers in securities or foreign currencies, traders in securities that elect to use a mark-to-market method of accounting,certain financial institutions, tax-exempt organizations, tax-qualified employer plans and other tax-qualified accounts,insurance companies, persons that actually or constructively own 10% or more of our voting stock, persons holdingcommon shares as part of a straddle, hedging, conversion or constructive sale transaction or holders of common shareswhose “functional currency” is not the U.S. dollar. This discussion does not address U.S. state and local or any other non-U.S. federal income tax consequences of the ownership and disposition of our common shares by a U.S. Holder.

This discussion is based on the Internal Revenue Code, as amended to the date hereof, final, temporary and proposed U.S.Treasury Department regulations promulgated thereunder, and administrative and judicial interpretations thereof, any or allof which could be changed subsequent to the date of this summary, possibly with retroactive effect. Any such change couldaffect the tax consequences described in this summary. We will not update this summary to reflect any such changes afterthe date of this annual report. In addition, there can be no assurance that the Internal Revenue Service will not challengeany tax treatment that is based upon or consistent with any discussion of tax consequences described in this summary, andwe have not obtained, nor do we intend to obtain, a ruling from the Internal Revenue Service or an opinion of counsel withrespect to the U.S. federal income tax consequences of acquiring or holding common shares. Prospective holders of sharesshould consult their own tax advisors as to the application of the U.S. federal income tax laws to their particular situation, aswell as to any tax consequences that may arise under the U.S. federal estate or gift tax laws or under any state, local orforeign tax laws with respect to the ownership and disposition of our common shares. The U.S. tax advice contained hereinwas not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that maybe imposed under the Internal Revenue Code or applicable state or local provisions.

The following discussion is a summary of the tax rules applicable to U.S. Holders of common shares and does not considerany U.S. federal income tax consequences to non-U.S. Holders. As used in this summary, “U.S. Holder” means a beneficialowner of common shares that is (i) an individual citizen or resident alien of the United States (as defined for U.S. federalincome tax purposes), (ii) a corporation (or any other entity taxable as a corporation for U.S. federal income tax purposes)created or organized in or under the laws of the United States or any State, (iii) an estate the income of which is subject toU.S. federal income taxation regardless of its source, or (iv) a trust if either (a) a court within the United States is able toexercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to controlall substantial decisions of the trust, or (b) a valid election is in place to treat the trust as a U.S. person. A “non-U.S. Holder”is a beneficial owner of common shares that is not a U.S. Holder as so defined herein.

If a partnership (or other entity treated as a partnership for US federal income tax purposes) holds common shares, the taxtreatment of a partner in that partnership generally will depend upon the status and tax residency of the partner and theactivities of the partnership. Partners in a partnership that holds common shares are urged to consult their own tax advisorregarding the specific tax consequences of the owning and disposing of such common shares by the partnership.

Taxation of DispositionsA U.S. Holder will recognize gain or loss for U.S. federal income tax purposes upon a taxable sale or other disposition ofcommon shares. The amount of such gain or loss will equal the difference between the amount realized by the U.S. Holderand the U.S. Holder’s adjusted tax basis in the common shares. For these purposes, a U.S. Holder’s adjusted tax basis inthe common shares generally will equal the U.S. dollar cost of the common shares to the U.S. Holder. Subject to thepassive foreign investment company rules described below, gain or loss realized by a U.S. Holder on a sale or otherdisposition of common shares generally will be treated as capital gain or loss, and will be long-term capital gain or loss if thecommon shares were held for more than one year as of the date of the sale or other disposition. Except in certaincircumstances, any such gain generally will be treated as

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U.S. source income for U.S. foreign tax credit purposes. Net long-term capital gain recognized by a U.S. Holder who is anindividual generally is subject to reduced rates of taxation. The deduction of capital losses is subject to certain limitations.Prospective investors should consult their own tax advisors in this regard.

If we repurchase our common shares, the repurchase may qualify to be treated as a sale or exchange of the commonshares subject to the rules discussed above. However, under certain circumstances as provided in Section 302 of theInternal Revenue Code, the repurchase may be treated fully or partially as a dividend taxable as described below under“Taxation of Distributions.” U.S. Holders should consult their own tax advisors concerning the U.S. federal income taxconsequences of our repurchase of their common shares.

Taxation of DistributionsSubject to the anti-deferral tax rules described below, the gross amount (before reduction for Netherlands withholdingtaxes) of any distribution actually or constructively paid with respect to common shares will be included in the gross incomeof the U.S. Holder as foreign source dividend income to the extent the distributions are paid out of our current oraccumulated earnings and profits, as determined under U.S. federal income tax principles. The amount of any distributionof property other than cash will be the fair market value of such property on the date of distribution. To the extent that theamount of any distribution exceeds our current and accumulated earnings and profits, the distribution will first be treated asa tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in the common shares (thereby increasingthe amount of gain or decreasing the amount of loss to be recognized on the subsequent disposition of the commonshares), and to the extent that such distribution exceeds the U.S. Holder’s adjusted tax basis in the common shares suchexcess will be taxed as capital gain. We do not maintain calculations of our earnings and profits under U.S. federal incometax principles, and therefore it may not be possible to determine whether or to what extent a distribution should be treatedas a dividend for U.S. federal income tax purposes. Distributions treated as dividends generally will not be eligible for thedividends received deduction allowed to corporations under the Internal Revenue Code. The availability of this deduction issubject to several complex limitations which are beyond the scope of this summary.

If a U.S. Holder receives a dividend in euros, the amount of the dividend for U.S. federal income tax purposes should be theU.S. dollar value of the dividend, determined at the spot rate in effect on the date of such payment, regardless of whetherthe payment is later converted into U.S. dollars. In the case of such later conversion, the U.S. Holder may recognize U.S.source ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and thedate the dividend amount is converted to U.S. dollars.

Dividends received by a U.S. Holder generally will be taxed at ordinary income rates. However, certain dividends receivedby individuals through taxable years beginning on or before December 31, 2012, may qualify to be taxed at capital gainrates (15% or less), provided (i) the recipient has held the underlying stock for more than 60 days during the 121 day periodbeginning 60 days before the ex-dividend date and (ii) the dividends are received from a “qualified foreign corporation.” Anon-U.S. corporation (other than a non-U.S. corporation treated as a passive foreign investment company in the taxableyear in which the dividend is paid, or the preceding taxable year) generally will be considered to be a “qualified foreigncorporation” if (i) the shares of the non-U.S. corporation are readily tradable on an established securities market in theUnited States or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of acomprehensive income tax treaty with the United States which contains an exchange of information program. We believethat we are, and will continue to be, a “qualified foreign corporation.” Individual U.S. Holders should consult their taxadvisors regarding the impact of distributions paid with respect to their common shares in light of their particular situations.

Foreign Tax CreditDividends distributed by us generally are subject to a withholding tax imposed by the Netherlands at a rate of 15% (see“Summary of Dutch Tax Provisions Applicable to Nonresident Shareholders with a particular focus on U.S. Shareholders –Withholding Tax”). Subject to certain conditions and limitations set forth in the Internal Revenue Code, foreign withholdingtax paid with respect to dividends on common shares generally will be eligible for credit against a U.S. Holder’s U.S. federalincome tax liability. Alternatively, a U.S. Holder may claim a deduction for the amount of foreign withholding taxes, but onlyfor a year for which the U.S. Holder elects to do so with respect to all foreign income taxes. Under current Dutch law, wemay be permitted, under limited circumstances, to retain a portion of Netherlands taxes we withhold from dividends paid toour shareholders, rather than pay that portion of the withheld taxes to the taxing authorities in the Netherlands (see“Summary of Dutch Tax Provisions Applicable to Nonresident Shareholders with a particular focus on U.S. Shareholders –Withholding Tax”). This amount generally may not exceed 3% of the total dividend distributed by us during the calendaryear and the two preceding calendar years. If we retain a portion of the Netherlands withholding taxes, the retained amountin all likelihood will not qualify



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as a creditable tax for U.S. federal income tax purposes. We will endeavor to provide U.S. Holders with informationconcerning the extent to which we retain any Netherlands taxes on dividends paid to U.S. Holders.

There are two principal classes (passive and general) of income for purposes of calculating foreign tax credit limitations.Dividends will generally constitute “passive category income” but could, in the case of certain U.S. Holders, constitute“general category income.” Except in certain circumstances, gain from a sale, exchange or other disposition of our commonshares by a U.S. Holder will be treated as U.S. source income for foreign tax credit purposes. The rules relating to thedetermination of the U.S. foreign tax credit are complex and contain certain other limitations. U.S. Holders should consulttheir own tax advisors with respect to the availability of a foreign tax credit or deduction for foreign, including Netherlands,taxes withheld.

Anti-Deferral Tax RulesThe Internal Revenue Code contains various provisions that impose current U.S. federal income tax on the U.S.shareholders of certain foreign corporations if such corporations derive certain types of passive income and fail to makeadequate distribution of profits to their U.S. shareholders. These provisions include the controlled foreigncorporation(“CFC”) rules. Other provisions of the Internal Revenue Code impose potentially adverse tax consequences onthe U.S. shareholders of a non-U.S. corporation that qualifies as a “passive foreign investment company” (“PFIC). While wedo not believe that we should be classified as either a CFC or a PFIC, we are not certain that we can avoid these tax rulesbecause we cannot predict with any degree of certainty the amount and character of our future income or the amount of ourcommon shares any particular U.S. Holder will own. Accordingly, we will only briefly summarize those provisions and thenonly the rules that we believe may have the greatest likelihood of applying to us in the future.

Passive Foreign Investment Company.As a foreign corporation with U.S. Holders, we could potentially be treated as a “passive foreign investment company”(“PFIC”) as defined in the Internal Revenue Code.

The PFIC provisions of the Internal Revenue Code can have significant adverse tax effects on U.S. Holders. In general, aforeign corporation will be a PFIC in a particular tax year and for all succeeding tax years if:

• 75% or more of its gross income (including the foreign corporation’s pro rata share of the gross income of anyU.S. or foreign company in which the corporation owns or is considered to own 25% or more of the shares byvalue) in a taxable year is passive income (which generally includes interest, dividends and certain rents androyalties); or

• at least 50% of the average value of the corporation’s gross assets in a taxable year (average determined as ofthe end of each quarter of the corporation’s taxable year and ordinarily determined based on gross fair marketvalue, including the proportionate share of the assets of any U.S. or foreign company in which the corporationowns or is considered to own 25% or more of the shares by value) produce, or are held for the production of,passive income.

Certain rules apply with respect to U.S. Holders who acquire shares of a foreign corporation that previously qualified as aPFIC (i.e., prior to the date that the U.S. Holder acquired the shares) but no longer qualifies as a PFIC as of the date theU.S. Holder acquires such shares. In addition, where a U.S. Holder acquires shares of a PFIC, it may be possible to file anelection to "purge" the PFIC taint where certain other requirements are met.

If we were a PFIC for a taxable year during which a U.S. Holder owned our shares, then a U.S. Holder would likely incurincreased tax liabilities (possibly including an interest charge) upon the sale or other disposition of our common shares orupon receipt of “excess distributions”. In such case, gain recognized by a U.S. Holder on a sale or other disposition of ourcommon shares would be allocated ratably over the U.S. Holder’s holding period for the common shares. The amountsallocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed asordinary income. The amount allocated to each other taxable year would be subject to tax at the highest marginal incometax rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the amountallocated to that taxable year. Further, the rules provide essentially that any distribution in excess of 125 percent of theaverage of the annual distributions on common shares received by the U.S. Holder during the preceding three years or theU.S. Holder’s holding period, whichever is shorter, would be subject to taxation as described above. Although certainelections may be available (including a qualified electing fund election and a mark to market election) to U.S. Holders thatmight mitigate the adverse consequences resulting from PFIC status, in the event we are determined to be a PFIC in thecurrent or a future taxable year we do not anticipate providing U.S. Holders with the information necessary to support a



qualified electing fund election. In addition, if we are treated as a PFIC in a taxable year in which we pay a dividend, or inthe

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preceding taxable year, the 15% capital gain rate (discussed above) currently applicable in the U.S. with respect to certaindividends paid to U.S. Holders on or before to December 31, 2012 would not apply.

We believe that we are not a PFIC, and we do not expect to become a PFIC. However, we cannot assure that we will notqualify as a PFIC in the current year or in the future. You may be required in some cases to report ownership of our shareson Internal Revenue Service Form 8938. In addition, if you own our shares during any year that we are a PFIC, you may berequired to file Internal Revenue Service Form 8621.

The PFIC rules are very complex and U.S. Holders should consult their own tax advisors on this issue.

Controlled Foreign Corporation RulesIf more than 50% of the voting power or total value of all classes of our common shares is owned, directly or indirectly, byU.S. Holders, each of which owns 10% or more of the total combined voting power of all classes of our common shares, wecould be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Internal Revenue Code. Thisclassification would result in many complex consequences, including the required inclusion into income by such 10% orgreater shareholders of their pro rata shares of our “Subpart F Income,” as defined in the Internal Revenue Code. Inaddition, under Section 1248 of the Internal Revenue Code, gain from the sale or exchange of common shares by any U.S.Holder who is or was a 10% or greater U.S. shareholder at any time during the five-year period ending with the sale orexchange will be dividend income to the extent of our earnings and profits attributable to the common shares sold orexchanged and accumulated during the periods that we were a CFC. Under certain circumstances, a U.S. Holder thatdirectly owns 10% or more of our voting common shares and is a corporation may be entitled to an indirect foreign taxcredit for a portion of the amounts characterized as dividends under Section 1248 of the Internal Revenue Code. Webelieve that we are not a CFC and we will not become a CFC, however, we cannot assure you that we will not become aCFC in the future.

United States Backup Withholding Tax and Information ReportingUnder certain circumstances, a U.S. Holder may be subject to information reporting and backup withholding with respect tocertain payments made in respect of the common shares and the proceeds received on the disposition of the commonshares paid within the U.S. (and in certain cases, outside the U.S.). Such amounts may be subject to a 28% U.S. backupwithholding tax unless the U.S. Holder otherwise establishes an exemption. For example, backup withholding generally willnot apply to a U.S. Holder who (1) is a corporation or qualifies under certain other exempt categories and, when required,demonstrates that fact, or (2) furnishes a correct taxpayer identification number and makes certain other requiredcertifications as provided by the backup withholding rules.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will beallowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle a U.S. Holder to a refund,provided that the required information is furnished to the Internal Revenue Service.

The discussion set forth above is included for general information only and may not be applicable depending upon aholder’s particular situation. Holders should consult their tax advisors with respect to the tax consequences of the purchase,ownership and disposition of common shares including the tax consequences under state, local and other laws and thepossible effects of changes in United States federal and other tax laws.

F. Dividends and paying agents.

Not Applicable.

G. Statement by experts.

Not Applicable.

H. Documents on display.

We are subject to certain reporting requirements of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”). As a“foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural



requirements for proxy solicitations, and our officers, directors and principal shareholders are exempt from the reporting and“short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases andsales of shares. In addition, we are not required to file reports and financial statements with the Commission as frequentlyor as promptly as companies that are not foreign private issuers whose securities are registered under the Exchange Act.However, we are required to file with the Commission,

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within four months after the end of each fiscal year, an annual report on Form 20-F containing financial statements auditedby an independent accounting firm and interactive data comprising financial statements in extensible business reportinglanguage which, with respect to our annual report on Form 20-F for the year ended December 31, 2012. We publishunaudited interim financial information after the end of each quarter. We furnish this quarterly financial information to theCommission under cover of a Form 6-K.

Documents we file with the Commission are publicly available at its public reference facilities at 100 F Street, N.E.,Washington, DC 20549. Copies of the documents are available at prescribed rates by writing to the Public ReferenceSection of the Commission at 100 F Fifth Street, NE, Washington DC 20549. The Commission also maintains a websitethat contains reports and other information regarding registrants that are required to file electronically with the Commission.The address of this website is http://www.sec.gov. Please call the Commission at 1-800-SEC-0330 for further information onthe operation of the public reference facilities.

I. Subsidiary information.

See Item 4.C. “Organizational Structure”.

Item 11. Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risks (including foreign exchange rate risk and interest rate risk), credit risk and liquidity risk. Weuse forward exchange contracts to hedge foreign exchange risk. We do not enter into financial instrument transactions fortrading or speculative purposes.

Foreign exchange rate risk managementWe conduct business in a number of foreign countries, with certain transactions denominated in currencies other than thefunctional currency of ASM International (euro) or one of our subsidiaries conducting the business. The purpose of theCompany’s foreign currency management is to manage the effect of exchange rate fluctuations on revenues, costs andcash flows and assets and liabilities denominated in selected foreign currencies, in particular denominated in U.S. dollars.

We use forward exchange contracts to hedge its foreign exchange risk of anticipated sales or purchase transactions in thenormal course of business, which occur within the next twelve months, for which it has a firm commitment from a customeror to a supplier. The terms of these contracts are consistent with the timing of the transactions being hedged. The hedgesrelated to forecasted transactions are designated and documented at the inception of the hedge as cash flow hedges, andare evaluated for effectiveness quarterly. The effective portion of the gain or loss on these hedges is reported as acomponent of accumulated other comprehensive income in Shareholders’ Equity, and is reclassified into earnings when thehedged transaction affects earnings.

The majority of revenues and costs of our Front-end segment are denominated in Singapore dollars and U.S. dollars. Sinceforeign currency exposure is not significant, no forward exchange contracts are used. The effect of exchange ratefluctuations on revenues, costs and cash flows and assets and liabilities denominated in foreign currencies is periodicallyreviewed.

The majority of revenues and costs of our Back-end segment are denominated in Hong Kong dollars, Chinese Yuan andU.S. dollars. The functional currency of our Back-end segment (Hong Kong dollar) is linked to the U.S. dollar. The effect ofexchange rate fluctuations on revenues, costs and cash flows and assets and liabilities denominated in foreign currencies isperiodically reviewed.

Changes in the fair value of derivatives that do not qualify for hedge treatment, as well as the ineffective portion of anyhedges, are recognized in earnings. We record all derivatives, including forward exchange contracts, on the balance sheetat fair value in other current assets or accrued expenses.

No unrealized gains were included in accumulated other comprehensive income as of December 31, 2012. Hedgeineffectiveness was insignificant for the years ended December 31, 2012 and December 31, 2011.

Furthermore, we might manage the currency exposure of certain receivables and payables using derivative instruments,such as forward exchange contracts (fair value hedges) and currency swaps, and non-derivative instruments, such as debt



borrowings in foreign currencies. The gains or losses on these instruments provide an offset to the gains or losses recordedon receivables and payables denominated in foreign currencies. The derivative instruments are recorded at fair value andchanges in fair value are recorded in earnings under foreign

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currency exchange gains (losses) in the Consolidated Statement of Operations. Receivables and payables denominated inforeign currencies are recorded at the exchange rate at the balance sheet date and gains and losses as a result of changesin exchange rates are recorded in earnings under foreign currency exchange gains (losses) in the Consolidated Statementof Operations.

We do not use forward exchange contracts for trading or speculative purposes.

To the extent that foreign currency fluctuations affect the value of our investments in our foreign affiliates, they are nothedged. The cumulative effect of these fluctuations is separately reported in Consolidated Shareholders’ Equity. For theyear ended December 31, 2011, we recorded a favorable movement of €13.4 million. For the year ended December 31,2012, we recorded a unfavorable movement of €6.6 million. See Note 19 to our Consolidated Financial Statements, whichis incorporated herein by reference.

The following table summarizes our financial instruments as of December 31, 2012 and analyzes the sensitivity of the fairvalue of our financial instruments to an immediate change in foreign currency rates. Fair values represent the present valueof forecasted future cash flows at market foreign currency exchange rates. The sensitivity analysis assumes an immediate10% favorable or unfavorable change in all foreign currency exchange rates against the euro from their levels as ofDecember 31 with all other variables kept constant. A favorable 10% change indicates a strengthening of the currency inwhich our financial instruments are denominated, primarily the U.S. dollar, against the euro and an unfavorable changeindicates a weakening of the currency in which our financial instruments are denominated, primarily the U.S. dollar, againstthe euro. The selection of 10% favorable or unfavorable change in foreign currency exchange rates should not beconstrued as a prediction by us of future market events, but rather, to illustrate the potential impact of such an event. Themodeling technique used to calculate the exposure does not take into account correlation among foreign currencyexchange rates, or correlation among various markets (i.e., the foreign exchange, equity and fixed-income markets). Eventhough we believe it to be possible that all of the foreign currency exchange rates to which we are exposed wouldsimultaneously change by more than 10%, we find it meaningful to “stress test” our exposure under this 10% fluctuationscenario and other hypothetical adverse market scenarios. Our actual experience may differ from the results in the tablebelow due to the correlation assumptions utilized, or if events occur that were not included in the methodology, such assignificant liquidity or market events.

Sensitivity analysisCurrency and

notionalamount

Carryingamount Fair value

FavorableFX change

of 10%

UnfavorableFX change

of 10%

(in millions)

As of December 31, 2012:Notes payable to banks, due withintwelve months HK$ 630.7 61.7 61.7 55.5 67.8

Long-term debt with maturities:due November 29, 2015 HK$ 193.8 18.9 18.9 17.1 20.8

Foreign exchange contracts:sale of currency contracts tobe settled within twelvemonths: US$ 27.1 0.1 0.1 0.1 0.2

For long-term debt, the estimated fair values of our long-term debt are based on current interest rates available to us fordebt instruments with similar terms and remaining maturities. The fair values of our convertible subordinated debtborrowings are based on our estimates. For forward exchange contracts, market values based on external quotes frombanks have been used to determine the fair value.

The following tables analyze our sensitivity to a hypothetical 10% strengthening and 10% weakening of the U.S. dollar,Singapore dollar, Hong Kong dollar or Japanese yen against the euro as of December 31, 2012. This analysis includesforeign currency denominated monetary items and adjusts their translation at year end for a 10% increase and 10%decrease of the U.S. dollar, Singapore dollar, Hong Kong dollar or Japanese yen against the euro.



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A positive amount indicates an increase in equity. Recognized in equity is the revaluation effect of subsidiaries denominatedin U.S. dollars, Singapore dollars, Hong Kong dollars and Japanese yen.

2011 2012Impact on

equityImpact on

equity

10% increase of US dollar versus euro 3,656 4,56410% decrease of US dollar versus euro (3,656) (4,564)10% increase of Singapore dollar versus euro 5,028 5,86810% decrease of Singapore dollar versus euro (5,028) (5,868)10% increase of Hong Kong dollar versus euro 66,702 56,69310% decrease of Hong Kong dollar versus euro (66,702) (56,693)10% increase of Japanese yen versus euro 4,908 5,29410% decrease of Japanese yen versus euro (4,908) (5,294)

A hypothetical 10% strengthening or 10% weakening of any currency other than the US dollar, Singapore dollar, Hong Kongdollar or Japanese yen against the euro as of December 31, 2011 and December 31, 2012 would not result in a materialimpact on equity.

The following table analyzes our sensitivity to a hypothetical 10% strengthening and 10% weakening of the US dollar, HongKong dollar and Japanese Yen against the euro at average exchange rates for the years 2011 and 2012. A positive amountindicates an increase in net earnings.

2011 2012Impact on

Net earningsImpact on

Net earnings

10% increase of U.S. dollar versus euro 1,887 91510% decrease of U.S. dollar versus euro (1,887) (915)10% increase of Hong Kong dollar versus euro 14,392 3,63010% decrease of Hong Kong dollar versus euro (14,392) (3,630)10% increase of Japanese yen versus euro (519) 92310% decrease of Japanese yen versus euro 519 (923)

A hypothetical 10% strengthening or 10% weakening of any currency other than the US dollar, Hong Kong dollar andJapanese Yen against the euro at average exchange rates for the years 2011 and 2012 would not result in a materialimpact on net earnings.

Interest riskWe are exposed to interest rate risk primarily through our borrowing activities. The Company does not enter into financialinstrument transactions for trading or speculative purposes or to manage interest rate exposure. At December 31, 2012 theCompany had €18,948 in long-term debt at fixed interest rates and €61,675 in other borrowings with variable short-terminterest rates. A hypothetical change in the average interest rate by 10% on the portion of the Company’s debt bearinginterest at variable rates would not result in a material change in interest expense at December 31, 2011 and December 31,2012 borrowing levels.

Credit riskFinancial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cashequivalents, accounts receivable and derivative instruments. These instruments contain a risk of counterparties failing todischarge their obligations. We monitor credit risk and manage credit risk exposure by type of financial instrument byassessing the creditworthiness of counterparties.



Our customers are semiconductor device manufacturers located throughout the world. We generally do not requirecollateral or other security to support financial instruments with credit risk.

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Concentrations of credit risk (whether on or off-balance sheet) that arise from financial instruments exist for groups ofcustomers or counterparties when they have similar economic characteristics that would cause their ability to meetcontractual obligations to be similarly affected by changes in economic or other conditions.

A significant percentage of our revenue is derived from a small number of large customers. Our largest customer accountedfor approximately 8.8% of net sales in 2012 (2011: 6.4%; 2010: 5.2%) and the ten largest customers accounted forapproximately 31.6% of net sales in 2011 (2011: 27.9%; 2010: 27.9%). Sales to these large customers also may fluctuatesignificantly from time to time depending on the timing and level of purchases by these customers. Significant orders fromsuch customers may expose us to a concentration of credit risk and difficulties in collecting amounts due, which could harmour financial results. At December 31, 2012 one customer accounted for 6.5% of the outstanding balance in accountsreceivable (2011: 4.5%; 2010: 6.0%).

We place our cash and cash equivalent and derivative instruments with high quality financial institutions to limit the amountof credit risk exposure.

The maximum credit exposure is equal to the carrying values of cash and cash equivalent and accounts receivable.

Item 12. Description of Securities Other Than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and DelinquenciesNone.

Item 14. Material Modifications to the Rights of Security Holders and Use of ProceedsNot applicable

Item 15. Controls and Procedures(a) Disclosure Controls and Procedures: Our CEO and CFO, after evaluating the effectiveness of our disclosure controlsand procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Form 20-F, haveconcluded that as of December 31, 2012 our disclosure controls and procedures were effective.

(b) Management’s Annual Report on Internal Control Over Financial Reporting: Our management is responsible forestablishing and maintaining adequate internal control over financial reporting for the Company. Internal control overfinancial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting forexternal purposes in accordance with applicable generally accepted accounting principles. Internal control over financialreporting includes policies and procedures for maintaining records that in reasonable detail accurately and fairly reflect ourtransactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financialstatements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordancewith management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition ofCompany assets that could have a material effect on our financial statements would be prevented or detected on a timelybasis. Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) based on the framework in InternalControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting



was effective as of December 31, 2012. Deloitte Accountants BV, an independent registered public accounting firm, hasaudited the Consolidated Financial Statements included in this annual report on Form 20-F and, as part of the audit, hasissued an attestation report, included herein, on ASMI’s internal control over financial reporting.

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(c) Attestation Report of the Registered Public Accounting Firm: The attestation report of Deloitte Accountants BV isincluded in this annual report on Form 20-F and is incorporated by reference herein.

(d) Changes in Internal Control Over Financial Reporting: There were no changes to our internal control over financialreporting that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely tomaterially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

All internal control systems no matter how well designed and implemented have inherent limitations. Even systemsdetermined to be effective may not prevent or detect misstatements or fraud and can only provide reasonable assurancewith respect to disclosure and financial statement presentation and reporting. Additionally, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changed conditionsand the degree of compliance with the policies or procedures may deteriorate.

Item 16.

A. Audit Committee Financial Expert

The Supervisory Board has determined that Mr Lobbezoo, an independent member of the Supervisory Board, qualifies asan Audit Committee Financial Expert. For Mr Lobbezoo’s experience see Item 6 “Directors, Senior Management andEmployees”.

B. Code of Ethics

Our code of ethics applies to all of our employees worldwide, as well as our Supervisory Board and Management Board.The code of ethics is designed to promote honest and ethical conduct and timely and accurate disclosure in our periodicfinancial reports.

For further information, see the Code of Ethics and other related policies including our Rules Concerning Insider Trading,which are posted on our website (www.asm.com).

C. Principal Accountant Fees and Services

Audit feesDeloitte Accountants BV (“Deloitte”), has served as our independent registered public accounting firm for each of the threefinancial years up to December 31, 2012. The following table sets out the aggregate fees for professional audit services andother services rendered by Deloitte Accountants BV and its member firms and/or affiliates in 2011 and 2012:

EUR thousands As a % of total fees

2011 2012 2011 2012

Audit fees 1,345 1,195 77% 75%Audit-related fees 193 158 11% 10%Tax fees 218 241 12% 15%Total 1,756 1,594 100% 100%

Audit Committee pre-approval policiesThe Audit Committee has determined that the provision of services by Deloitte described in the preceding paragraphs iscompatible with maintaining Deloitte’s independence. All audit and permitted non-audit services provided by Deloitte during2012 were pre-approved by the Audit Committee.



The Audit Committee has adopted the following policies and procedures for pre-approval of all audit and permitted non-audit services provided by our independent registered public accounting firm:

Audit ServicesManagement submits to the Audit Committee for pre-approval the scope and estimated fees for specific services directlyrelated to performing the independent audit of our Consolidated Financial Statements for the current year.

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Audit-Related ServicesThe Audit Committee may pre-approve expenditures up to a specified amount for services included in identified servicecategories that are related extensions of audit services and are logically performed by the auditors. Additional servicesexceeding the specified pre-approved limits require specific Audit Committee approval.

Tax ServicesThe Audit Committee may pre-approve expenditures up to a specified amount per engagement and in total for identifiedservices related to tax matters. Additional services exceeding the specified pre-approved limits, or involving service typesnot included in the pre-approved list, require specific Audit Committee approval.

Other ServicesIn the case of specified services for which utilizing our independent registered public accounting firm creates efficiencies,minimizes disruption, or preserves confidentiality, or for which management has determined that our independent registeredpublic accounting firm possesses unique or superior qualifications to provide such services, the Audit Committee may pre-approve expenditures up to a specified amount per engagement and in total. Additional services exceeding the specifiedpre-approved limits, or involving service types not included in the pre-approved list, require specific Audit Committeeapproval.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On May 15, 2012, the General Meeting of Shareholders authorized, for an 18-month period, to be calculated from the dateof the General Meeting to cause the Company to repurchase its own shares up to a maximum of 10% of the number ofcommon shares issued, at a price at least equal to the shares’ nominal value and at most a price equal to 110% of theshare’s average closing price according to the listing on the NYSE Euronext Amsterdam stock exchange during the fivetrading days preceding the acquisition date.

1,500,000 shares were repurchased during 2012 under the authorization of May 15, 2012. These treasury shares wereused for a part of the conversion of the subordinated debt as per November 27, 2012.

The maximum number of shares that may yet be purchased under the authorization takes into account any treasury sharesheld by the Company (at December 31, 2012 there are no treasury shares held by the Company) and the maximumnumber of common shares which the Company can hold is 10% of the number of common shares issued.

Of our treasury shares, 2,552,071 shares were held for our account by Lehman Brothers International (Europe) (“Lehman”),which was placed into administration on September 15, 2008. These shares were cancelled in 2009 by resolution of the2009 Annual General Meeting of Shareholders.

During 2008, we engaged Lehman to repurchase ordinary ASMI shares on the Euronext and Nasdaq markets. As ofSeptember 15, 2008, Lehman had purchased and held 2,552,071 shares for our account. Lehman went into bankruptcyadministration on September 15, 2008, and we subsequently filed a submission giving notice of our proprietary interest inthe shares believed to be held in custody by Lehman. At our May 2009 AGM, our shareholders resolved to cancel all ofthese treasury shares and we so notified Lehman of the cancellation. However we were notified in September 2010 by theLehman administrators that there is a possible shortfall in the number of shares held by Lehman as reflected in thestatements of our accounts with Lehman. To the extent the number of treasury shares held by Lehman as of the date oftheir cancellation is lower than 2,552,071 only such lower number of shares have been cancelled and the shortfall of sharesmay still be considered outstanding. The Lehman administrators report that some time prior to its bankruptcy, Lehman putinto a segregated client omnibus account a cash sum on our behalf of $6,758,796, which the administrators apparentlyregard as money to which we have a proprietary right in lieu of some or all of the missing shares. We are uncertain at thistime as to the accuracy of the shortfall of shares, the sufficiency of this cash sum to cover the value of any suchdiscrepancy, and our entitlement to all or a portion of such sum when distributions are determined and made since there islikely to also be a shortfall in Lehman assets subject to proprietary rights. Given the magnitude of the overall Lehman



administration, the timeline for clarity and resolution of this item is expected to be considerable, perhaps up to severalyears. For additional information, see Note 19 to the Consolidated financial statements

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F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate Governance

Because we are a Netherlands public limited liability company, with principal executive offices outside of the U.S., some ofour corporate practices vary from those required by the NASDAQ Listing Rules. Nasdaq Listing Rule 5615(3) permits aforeign private issuer to follow its home country practice in lieu of the corporate governance requirements of the Rule 5600Series of the Nasdaq Listing Rules, with certain exceptions. Set forth below are descriptions of the home country practicesthat we follow in lieu of various Nasdaq Listing Rules:

(i) Listing Rule 5620(c): QuorumNasdaq Listing Rule 5620(c) requires an issuer to provide in its bylaws for a quorum for any meeting of the holders ofcommon stock, and that such quorum may not be less than one-third of the outstanding common voting stock. It is thegenerally accepted business practice for Dutch companies not to provide for a quorum requirement in their articles, andthere is no contrary requirement in the Dutch securities laws or under the rules of NYSE Euronext Amsterdam. Accordingly,our Articles of Association do not provide for a quorum other than for resolutions in relation to the limitation of pre-emptiverights of existing shareholders and the cancellation of outstanding shares, which quorum requirements correspond withmandatory Dutch law. Furthermore, pursuant to Dutch corporate law (section 2:120 sub 2 Dutch Civil Code) the validity of aresolution by the general meeting of shareholders does not depend on the proportion of the capital or shareholdersrepresented at the meeting (i.e. quorum), unless the law or articles of association of a company otherwise provide.Accordingly, our Articles of Association provide that a resolution of the general or any extraordinary meeting of shareholderswill be adopted upon the favorable vote of a majority of the votes cast at the meeting. In addition, our Articles ofAssociation provide that in the case of a shareholder appointment of persons to, or dismissal of persons from, ourSupervisory Board and Management Board not proposed by our Supervisory Board, such resolution requires the affirmativevote of a majority of the votes cast at an annual or extraordinary shareholders meeting, which affirmative votes represent atleast one third of our issued capital. To this extent, our practice varies from the requirement of Listing Rule 5620(c).

(ii) Listing Rule 5620(b): ProxiesNasdaq Listing Rule 5620(b) requires that an issuer shall solicit proxies and provide proxy statements for all meetings ofshareholders. The solicitation of proxies and the distribution of proxy statements for meetings of shareholders are notrequired under Dutch law or by the rules of NYSE Euronext Amsterdam, and it is business practice for Dutch companies notto solicit proxies or distribute proxy statements in respect of European shareholders. Therefor, our practice in respect of theholders of shares other than our common shares listed on the NASDAQ Global Select Market varies from that required byListing Rule 5620(b).

As to our common shares listed on the NASDAQ Global Select Market, which we refer to as New York registry shares, weprepare a proxy statement and solicit proxies from the holders of such shares since there are procedures in place under theSecurities Exchange Act of 1934, as amended, for soliciting proxies from beneficial owners.

(iii) Listing Rule 5615(a)(3): Shareholder Approval of Equity PlansNasdaq Listing Rule 5635(c) requires shareholder approval prior to the issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants. On December 30, 2011, our Supervisory Boardadopted the ASM International NV 2011 Stock Option Plan for Members of the Management Board and the ASMInternational NV 2011 Stock Option Plan for Employees (the “Stock Option Plans”). In lieu of the specific shareholderapproval prior to the issuance of securities in connection with equity-based compensation of officers, directors, employeesor consultants, required by Nasdaq Listing Rule 5635(c), we followed Dutch company law regarding the issuance of sharesor securities in connection with the remuneration of the management board and/or the employees of a Dutch listed publiccompany (beursgenoteerde naamloze vennootschap).

According to Dutch company law, a Dutch public company may issue shares or grant rights to acquire shares pursuant to aresolution of the general meeting of shareholders or pursuant to a resolution of another corporate body designated by the



general meeting of shareholders. Consistent with previous years, at our 2012 Annual General Meeting of Shareholders onMay 15, 2012, our shareholders designated the Management Board as the competent body to issue common shares,subject to Supervisory Board approval, including granting rights to

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acquire common shares. Furthermore, our shareholders designated our Management Board as the competent body toissue common shares, subject to Supervisory Board approval, including granting rights to acquire common shares inconnection with our stock option plans for employees and the stock option plan for the Management Board.

Pursuant to Dutch company law, the remuneration policy (including any amendments thereto) for the management board ofa Dutch public company shall be determined by the general meeting of shareholders. Individual compensation ofmanagement board members shall be determined by the general meeting of shareholders unless the articles of associationappoint another corporate body as such. Our Articles of Association provide that the individual compensation ofManagement Board members shall be determined by the Supervisory Board. Pursuant to Dutch company law, theremuneration (including any equity components) of employees is not subject to prior shareholder approval.

At our 2010 Annual General Meeting of Shareholders on May 20, 2010, our shareholders determined the remunerationpolicy of the Management Board. The remuneration policy includes a framework for the granting of stock options to theManagement Board members, to be determined by the Supervisory Board. The remuneration policy is publicly available onour website: www.asm.com.

The Stock Option Plans provide the terms and conditions governing the procedures for the granting of stock options toemployees and the Management Board. These terms and conditions include, among others, the determination of theexercise price and the vesting period. The Stock Option Plans do not grant rights to Management Board members oremployees to acquire shares, nor do the Stock Option Plans provide for an obligation by us to grant such rights. Thegranting of rights to acquire shares through stock options is, with respect to members of our Management Board,determined by the Supervisory Board, and with respect to employees, determined by the Management Board.

PART III

Item 17. Financial StatementsNot Applicable.

Item 18. Financial StatementsSee pages F-1 through F-52, which are incorporated herein by reference.

Item 19. Exhibits (*)

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ExhibitNumber Description Incorporated by Reference to:

IncludedHerein:

1.1English Informal Translation of ASM International NV’sArticles of Association, as amended

X

4.1 2001 Stock Option PlanExhibit 99.1 to the Registrant’s Form S-8 filed onApril 30, 2002

4.3

Trust Deed and Rules of The ASM Pacific TechnologyEmployee Share Incentive Scheme, dated March 23,1990

Exhibit 4.14 to the Registrant’s Form 20-F filedon April 17, 2003

4.4

Deed of Adherence Relating to Participation in theEmployee Share Incentive Scheme of ASM PacificTechnology Limited, dated April 12, 1999

Exhibit 4.15 to the Registrant’sForm 20-F filed on April 17, 2003

4.5Supplemental Deed Relating to the Employee ShareIncentive Scheme of ASM Pacific Technology Limited

Exhibit 4.16 to the Registrant’sForm 20-F filed on April 17, 2003

4.6Overview of Remuneration of Members of theManagement Board, dated May 20, 2010

X

4.7 Overview of Remuneration of Mr Peter van BommelExhibit 4.7 to the Registrant’sForm 20-F filed on March 25, 2011

4.8Form of Supervisory Board Member IndemnificationAgreement

Exhibit 10.1 to the Registrant’sForm 20-F filed on March 16, 2007

4.9Form of Management Board Member IndemnificationAgreement


4.10

Amended and Restated Settlement Agreement datedas of December 16, 1998 by and among ASMInternational NV, ASM America, Inc. and AppliedMaterials, Inc. **


4.11

Summary of the material elements of employmentcontract with Mr C.D. del Prado (effective as of March1, 2008)

Exhibit 99.9 to the Registrant’s Form 6-K filed onMay 20, 2008

4.12 Overview of remuneration of Mr W.K. LeeExhibit 4.13 to the Registrant’sForm 20-F filed on March 16, 2007

4.13Master Sale and Purchase Agreement re SEASacquisition dated July 28, 2010


4.14ASM International NV 2011 Stock Option Plan forMembers of the Management Board

Exhibit 4.14 to the Registrant's Form 20-F filedon March 28, 2012

ExhibitNumber Description Incorporated by Reference to:

IncludedHerein:

8.1 Subsidiaries X12.1 Certification of CEO pursuant to Rule 13a-14(a) X12.2 Certification of CFO pursuant to Rule 13a-14(a) X

13.1Certification of CEO and CFO pursuant to Rule13a-14(b) and 18 U.S.C. 1350 X

15.1Consent of Independent Registered Public AccountingFirm X

__________* Pursuant to Instruction 2(b)(ii), the Registrant has omitted certain agreements with respect to long-term debt not

exceeding 10% of consolidated total assets. The Registrant agrees to furnish a copy of any such agreements to theSecurities Exchange Commission upon request.

** Redacted version, originally filed as an exhibit to Registrant’s Form 6-K filed February 11, 1999. Portions of theAgreement have been omitted pursuant to a request for confidential treatment.



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SIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused andauthorized the undersigned to sign this annual report on its behalf.

ASM INTERNATIONAL NV

Date: April 4, 2013 /S/ CHARLES D. DEL PRADO

Charles D. del Prado

Chief Executive Officer

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets as of December 31, 2011 and 2012 F-4Consolidated Statements of Operations for the years ended December 31, 2010, 2011 and 2012 F-5Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2011 and 2012 F-6Consolidated Statements of Total Equity for the years ended December 31, 2010, 2011 and 2012 F-7Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2011 and 2012 F-9Notes to the Consolidated Financial Statements F-11

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Report of Independent Registered Public Accounting FirmTo: the Supervisory Board and Shareholders ofASM International NV

We have audited the accompanying consolidated balance sheets of ASM International NV and subsidiaries (the“Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensiveincome, total equity, and cash flows for each of the three years in the period ended December 31, 2012. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ASMInternational NV and subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flowsfor each of the three years in the period ended December 31, 2012, in conformity with accounting principles generallyaccepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates), the Company’s internal control over financial reporting as of December 31, 2012, based on the criteria establishedin Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission and our report dated April 4, 2013 expressed an unqualified opinion on the Company’s internal control overfinancial reporting.

/s/ Deloitte Accountants BVAmsterdam, the Netherlands

April 4, 2013

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Report of Independent Registered Public Accounting FirmTo: the Supervisory Board and Shareholders ofASM International NV

We have audited the internal control over financial reporting of ASM International NV and subsidiaries (the “Company”) asof December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintainingeffective internal control over financial reporting and for its assessment of the effectiveness of internal control over financialreporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis forour opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’sprincipal executive and principal financial officers, or persons performing similar functions, and effected by the company’sboard of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. A company’s internal control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally accepted accounting principles, and that receiptsand expenditures of the company are being made only in accordance with authorizations of management and directors ofthe company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to error or fraud may not be prevented or detectedon a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting tofuture periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates), the consolidated financial statements as of and for the year ended December 31, 2012 of the Company and ourreport dated April 4, 2013 expressed an unqualified opinion on those financial statements.

/s/ Deloitte Accountants BVAmsterdam, the Netherlands

April 4, 2013

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Consolidated Balance Sheets

December 31,

(EUR thousands except per share data) Notes 2011 2012Assets

Cash and cash equivalents 4 390,250 290,475Accounts receivable, net 6 330,891 304,840Inventories, net 7 376,667 403,400Income taxes receivable 907 890Deferred tax assets 26 14,350 17,967Other current assets 82,715 90,807Total current assets 1,195,780 1,108,379Pledged cash 5 20,000 20,000Debt issuance costs 18 4,389 735Deferred tax assets 26 13,072 5,955Other intangible assets, net 8 14,776 13,915Goodwill, net 9 52,131 51,888Evaluation tools at customers 12 13,987 16,922Investments 13 1,044 278Property, plant and equipment, net 10 260,180 275,436Assets held for sale 11 6,862 5,998Total assets 1,582,221 1,499,506Liabilities and shareholders’ equity

Notes payable to banks 14 40,680 61,675Accounts payable 157,549 151,761Provision for warranty 15 42,684 38,623Accrued expenses and other 16 152,891 132,060Income taxes payable 54,878 27,625Deferred tax liabilities 26 3,513 36Current portion of long-term debt 17 4,332 6,316Total current liabilities 456,527 418,096Pension liabilities 20 9,887 12,540Deferred tax liabilities 26 868 952Provision for warranty 15 6,828 5,298Long-term debt 17 15,319 12,632Convertible subordinated debt 18 135,078 —Total liabilities 624,507 449,518Commitments and contingencies 21,22Common shares:

Authorized 110,000,000 shares, par value €0.04, issued and outstanding 55,377,020 and 63,095,986shares 2,215 2,584

Financing preferred shares:

Authorized 8,000 shares, par value € 40, none issued — —Preferred shares:



Authorized 118,000 shares, par value € 40, none issued — —Capital in excess of par value 376,217 480,152Retained earnings 301,515 288,082Accumulated other comprehensive loss (20,151) (28,942)Total shareholders’ equity 19 659,796 741,876Non-controlling interest 297,918 308,112Total equity 957,714 1,049,988Total liabilities and shareholders’ equity 1,582,221 1,499,506

See Notes to Consolidated Financial Statements.

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Consolidated Statements of Operations


(EUR thousands, except per share data) Notes 2010 2011 2012

Net sales 27 1,222,900 1,634,334 1,418,067Cost of sales (673,322) (1,063,708) (977,638)Gross profit 27 549,578 570,626 440,429Operating expenses:Selling, general and administrative (130,596) (174,107) (200,799)Research and development, net 24 (78,785) (129,400) (149,219)Amortization of other intangible assets 8 (357) (911) (1,264)Impairment charge property, plant and equipment 10 — (8,038) —Restructuring expenses 25 (11,201) — (891)Total operating expenses (220,939) (312,455) (352,173)Operating income:

Gain on bargain purchase 3 — 109,279 —Result from operations 27 328,640 367,450 88,256Interest income 1,221 2,902 1,989Interest expense (15,677) (13,497) (12,113)Loss resulting from early extinguishment of debt 18 (3,609) (824) (2,209)Accretion interest expense convertible notes 18 (6,010) (4,401) (4,469)Revaluation conversion option 18 (19,037) (4,378) —Foreign currency exchange gains (losses), net (65) 5,604 (3,957)Result on investments — — (766)Earnings before income taxes 285,462 352,855 66,731Income tax expense 26 (42,939) (36,692) (26,300)Net earnings 242,523 316,164 40,431Net earnings (loss) for allocation between shareholders of theparent and non-controlling interestAllocation of net earnings:

Shareholders of the parent 110,639 186,770 7,149Non-controlling interest 131,884 129,394 33,282

Net earnings per share (in euro): 29Basic net earnings from continuing operations 2.11 3.38 0.13Diluted net earnings from continuing operations 2.09 3.16 0.13Weighted average number of shares used in computing per shareamounts (in thousands):

Basic 52,435 55,210 56,108Diluted 61,494 64,682 56,767


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Consolidated Statements of Comprehensive Income


(EUR thousands) Notes 2010 2011 2012

Net earnings (loss) 242,523 316,164 40,431Other comprehensive income (loss):

Foreign currency translation effect 41,309 18,062 (10,110)Unrealized gains (losses) on derivative instruments,net of tax 136 (13) —Actuarial loss (87) 1,139 (3,716)

Total other comprehensive income (loss) 19 41,358 19,188 (13,826)Comprehensive income (loss) 283,881 335,352 26,605Allocation of comprehensive income (loss):

Common shareholders 141,154 200,858 (1,642)Non-controlling interest 19 142,727 134,494 28,247


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Consolidated Statements of Total EquityEUR

(thousands exceptfor share data) Note

Numberof

commonshares

Commonshares

Capitalin

excessof parvalue

Treasurysharesat cost

Retainedearnings

Accumulatedother

comprehensiveincome(loss)

Totalshareholders’

equity

Non-controlling

interestTotal

equityBalance as of January1, 2010 51,745,140 2,070 287,768 — 16,146 (64,754) 241,230 144,684 385,914Compensation expensestock options — — 2,526 — — — 2,526 — 2,526Conversion of debt intocommon shares 18 878,491 35 17,614 — — — 17,649 — 17,649Exercise stock optionsby issue of commonshares 19 308,250 12 3,932 — — — 3,944 — 3,944Net earnings tocommon shareholders — — — — 110,639 — 110,639 131,884 242,523Other comprehensiveincome 19 — — — — — 30,515 30,515 10,843 41,358Other movements innon-controlling interest:

Dividend paid — — — — — — — (58,162) (58,162)Dilution — — — — 4,957 — 4,957 6,518 11,475

Balance as ofDecember 31, 2010 52,931,881 2,117 311,841 — 131,741 (34,239) 411,460 235,767 647,227

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EUR

(thousands exceptfor share data) Note

Numberof

commonshares

Commonshares

Capitalin

excessof parvalue

Treasurysharesat cost

Retainedearnings

Accumulatedother

comprehensiveincome(loss)

Totalshareholders’

equity

Non-controlling

interestTotal

equityCompensationexpense stockoptions — — 1,872 — — — 1,872 — 1,872Conversion of debtinto common shares 18 2,151,020 86 58,439 — — — 58,525 — 58,525Exercise stockoptions by issue ofcommon shares 19 294,119 12 4,065 — — — 4,077 — 4,077Net earnings tocommonshareholders — — — — 186,770 — 186,770 129,395 316,165Dividend paid tocommonshareholders (22,262) (22,262) — (22,262)Other comprehensiveincome 19 — — — — — 14,088 14,088 5,100 19,188Other movements innon-controllinginterest:


Balance as ofDecember 31, 2011 55,377,020 2,215 376,217 — 301,515 (20,151) 659,796 297,918 957,714Compensationexpense stockoptions — — 3,242 — — — 3,242 — 3,242Purchase ofcommon shares (1,500,000) — — (40,554) — — (40,554) — (40,554)Conversion of debtinto newly issuedcommon shares 18 9,074,396 363 98,490 40,554 — — 139,407 — 139,407Exercise stockoptions by issue ofcommon shares 19 144,570 6 2,203 — — — 2,209 — 2,209Net earnings tocommonshareholders — — — — 7,149 — 7,149 33,282 40,431Dividend paid tocommonshareholders (27,519) (27,519) — (27,519)Othercomprehensiveincome 19 — — — — — (8,791) (8,791) (5,035) (13,826)Other movements innon-controllinginterest:


Balance as ofDecember 31, 2012 63,095,986 2,584 480,152 — 288,082 (28,942) 741,876 308,112 1,049,988


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Consolidated Statements of Cash Flows


(EURO thousands) Note 2010 2011 2012

Cash flows from operating activities:Net earnings (loss) 242,523 316,164 40,431Adjustments required to reconcile net earnings(loss) to net cashfrom operating activities:

Depreciation and amortization 8,10 37,794 49,450 58,460Impairments 10 — 8,038 —Gain on bargain purchase — (109,279) —Share-based compensation 20 13,901 13,452 23,065Non cash result components convertible bonds 18 28,656 8,779 6,678Result investments — — 766Deferred income taxes 4,092 (27,691) (147)

Changes in assets and liabilities:Accounts receivable (95,260) 67,293 17,905Inventories (77,236) 8,390 (39,920)Other current assets (20,732) (20,335) (6,713)Accounts payable and accrued expenses 104,485 (94,601) (32,077)Accruals for restructuring expenses 1,863 — —Payment restructuring expenses (9,297) (3,159) —Current income taxes 29,096 80 (25,968)

Net cash provided by operating activities 259,884 216,581 42,480Cash flows from investing activities:Capital expenditures 10 (102,974) (89,218) (68,162)Net purchase of intangible assets 8 (624) (7,051) (4,630)Acquisition of business 9 — (994) —Cash acquired in business combination 3 — 43,434 —Pledged bank deposit in business combination 5 — (20,000) —Proceeds from sale of property, plant and equipment 10 3,032 3,794 901

Net cash used in investing activities (100,566) (70,035) (71,891)Cash flows from financing activities:Debt redemption (68,810) (23,096) (24,726)Debt proceeds, net 42,173 47,677Purchase of treasury shares ASMI — — (40,554)Purchase of treasury shares ASMPT — — (3,552)Proceeds from issuance of shares and exercise of stock options 3,945 4,122 2,209Dividends to common shareholders of ASMI — (22,262) (27,519)Dividends to minority shareholders ASMPT (58,162) (79,474) (27,024)

Net cash used in financing activities (123,027) (78,537) (73,489)Foreign currency translation effect 10,096 (18,052) 3,125Net (decrease) increase in cash and cash equivalents 46,387 49,956 (99,775)Cash and cash equivalents at beginning of year 4 293,902 340,294 390,250



Cash and cash equivalents at end of year 4 340,294 390,250 290,475

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(EURO thousands) Note 2010 2011 2012

Supplemental disclosures of cash flow informationCash paid during the year for:

Interest 14,786 10,742 10,124Income taxes 9,751 39,929 52,425

Supplemental on cash investing and financing activities:Subordinated debt converted 18 13,473 32,202 150,000Subordinated debt converted into number of shares 18 878,491 2,151,020 9,074,396


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Notes to Consolidated Financial Statements1- General Information / Summary of Significant Accounting Policies

General informationASM International NV (“ASMI” or “the Company”) is a Dutch public liability company domiciled in the Netherlands with itsprincipal operations in Europe, the United States and Asia. The Company dedicates its resources to the research,development, manufacturing, marketing and servicing of equipment and materials used to produce mainly semiconductordevices.

We are an equipment supplier mainly to the semiconductor, LED and electronics manufacturing industry. We design,manufacture and sell equipment and services to our customers for the production of semiconductor devices, or integratedcircuits, for the production of LEDs, and for electronics manufacturing in general.

The semiconductor capital equipment market is composed of three major market segments: wafer processing equipment,assembly and packaging equipment, and test equipment. ASMI is mainly active in the wafer processing and assembly andpackaging market segments. We also sell lead frames for semiconductor assembly. In addition, ASM AS is offering surface-mount technology (“SMT”) placement tools for the global electronics manufacturing industries. The wafer processingsegment is referred to as “Front-end.” Assembly and packaging and SMT is referred to as “Back-end.”

The Company’s shares are listed for trading on the NASDAQ (symbol ASMI) and the Euronext Amsterdam Stock Exchange(symbol ASM).

The accompanying consolidated financial statements include the financial statements of ASM International NVheadquartered in Almere, the Netherlands, and its consolidated subsidiaries (together referred to as “ASMI” or the“Company”).

Basis of preparationThe Company follows accounting principles generally accepted in the United States of America (“US GAAP”) and appliesthe going concern basis in preparing its consolidated financial statements. Historical cost is used as the measurement basisunless otherwise indicated.

The accompanying consolidated financial statements are stated in thousands of Euros (“EUR”) unless indicated otherwise.Amounts in these financial statements are rounded to the nearest thousand Euro; therefore amounts may not equal (sub)totals due to rounding.

Use of estimatesThe preparation of financial statements in conformity with US GAAP requires management to make judgments, estimatesand assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results coulddiffer materially from those estimates. On an ongoing basis, ASMI evaluates its estimates. ASMI bases its estimates onhistorical experience and on various other assumptions that are believed to be reasonable, the results of which form thebasis for making judgments about the carrying values of assets and liabilities.

ConsolidationThe consolidated financial statements include the accounts of ASMI NV and all of its subsidiaries where ASMI holds acontrolling interest. The non-controlling interest is disclosed separately in the consolidated financial statements. Allintercompany profits, transactions and balances have been eliminated in consolidation.

Subsidiaries are all entities over which ASMI has the power to govern the financial and operating policies.

As further described in the Notes to Consolidated Financial Statements herein, from time to time, the consolidatedsubsidiary ASM Pacific Technology Ltd (“ASMPT”) will issue common shares pursuant to their Employee Share IncentiveScheme. The effect of these issuances is a dilution of the ownership in ASMPT. Results on dilution of investments insubsidiaries are accounted for directly in equity.



Subsidiaries are fully consolidated from the date on which control is transferred to ASMI and are deconsolidated from thedate on which ASMI’s control ceases.

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Business combinationsASC Topic 805 (“Business Combinations”) requires that companies record acquisitions under the purchase method ofaccounting. Accordingly, the purchase price is allocated to the tangible assets and liabilities and intangible assets acquired,based on their estimated fair values. The excess purchase price over the fair value is recorded as goodwill. Purchasedintangibles with definite lives are amortized over their respective useful lives. When a bargain purchase incurs, which is thecase when the fair value of the acquired business exceeds the purchase price, this surplus in fair value is recognized as again from bargain purchase.

Segment reportingThe Company organizes its activities in two operating segments, Front-end and Back-end. Operating segments arereported in a manner consistent with the internal reporting provided to the Chief Executive Officer (“CEO”), which is thechief operating decision maker (according to ASC 280).

The Front-end segment manufactures and sells equipment used in wafer processing, encompassing the fabrication steps inwhich silicon wafers are layered with semiconductor devices. The segment is a product driven organizational unitcomprised of manufacturing, service, and sales operations in Europe, the United States, Japan and Southeast Asia. TheBack-end segment manufactures and sells equipment and materials used in assembly and packaging, encompassing theprocesses in which silicon wafers are separated into individual circuits and subsequently assembled, packaged and tested.In January 2011 ASMPT acquired the surface-mount technology from Siemens. The segment is organized in ASM PacificTechnology Ltd., in which the Company holds a majority of 51.96% interest, whilst the remaining shares are listed on theStock Exchange of Hong Kong.

Foreign currency translationItems included in the financial statements of each ASMI’s entities are measured using the currency of the primaryeconomic environment in which the entity operates (the functional currency). The consolidated financial information ispresented in euro (EUR), which is the functional currency of the Company and the group’s presentation currency.

In the preparation of ASMI’s consolidated financial statements, assets and liabilities of foreign subsidiaries of which thefunctional currency is not the euro, are translated into euros at the exchange rate in effect on the respective balance sheetdates. Income and expenses are translated into euros based on the average exchange rates for the corresponding period.Resulting translation adjustments are directly recorded in shareholders’ equity. Currency differences on intercompany loansthat have the nature of a long-term investment are also accounted for directly in shareholders’ equity.

Derivative financial instrumentsASMI and its subsidiaries conduct business in a number of foreign countries, with certain transactions denominated incurrencies other than the functional currency of the Company (euro) or one of its subsidiaries conducting the business. Thepurpose of the Company’s foreign currency management is to manage the effect of exchange rate fluctuations on income,expenses, cash flows and assets and liabilities denominated in selected foreign currencies, in particular denominated inU.S. dollar.

The Company uses forward exchange contracts to hedge its foreign exchange risk of anticipated sales or purchasetransactions in the normal course of business, which occur within the next twelve months, for which the Company has a firmcommitment from a customer or to a supplier. The terms of these contracts are consistent with the timing of the transactionsbeing hedged. The hedges related to forecasted transactions are designated and documented at the inception of the hedgeas cash flow hedges, and are evaluated for effectiveness quarterly. The effective portion of the gain or loss on thesehedges is reported as a component of accumulated other comprehensive income (loss) net of taxes in shareholders’ equity,and is reclassified into earnings when the hedged transaction affects earnings.

Changes in the fair value of derivatives that do not qualify for hedge treatment, as well as the ineffective portion of anyhedges, are recognized in earnings. The Company records all derivatives, including forward exchange contracts, on thebalance sheet at fair value in other current assets or accrued expenses and other.

Substantially all amounts, which are net of taxes, included in accumulated other comprehensive loss at December 31, ofany year, will be reclassified to net earnings within the next twelve months, upon completion of the underlying transactions.If the underlying transaction being hedged fails to occur, or if a portion of any derivative is ineffective, the gain or loss isimmediately recognized in earnings under foreign currency exchange gains (losses) in the consolidated statement ofoperations.



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Furthermore, the Company might manage the currency exposure of certain receivables and payables using derivativeinstruments, such as forward exchange contracts (fair value hedges) and currency swaps, and non-derivative instruments,such as debt borrowings in foreign currencies. The gains or losses on these instruments provide an offset to the gains orlosses recorded on receivables and payables denominated in foreign currencies. The derivative instruments are recorded atfair value and changes in fair value are recorded in earnings under foreign currency exchange gains (losses) in theconsolidated statement of operations. Receivables and payables denominated in foreign currencies are recorded at theexchange rate at the balance sheet date and gains and losses as a result of changes in exchange rates are recorded inearnings under foreign currency exchange gains (losses) in the consolidated statement of operations.

The Company does not use forward exchange contracts for trading or speculative purposes.

Cash and cash equivalentsCash and cash equivalents comprise deposits held at call with banks and other short-term highly liquid investments withoriginal maturity of three months or less. Bank overdrafts are included in notes payable to banks in current liabilities.

Cash and cash equivalents of the Company’s subsidiary ASMPT are restricted to be used only in the operations of ASMPT.

Accounts receivableAccounts receivable are stated at nominal value less an allowance for doubtful accounts.

A significant percentage of our accounts receivable is derived from sales to a limited number of large multinationalsemiconductor device manufacturers located throughout the world. In order to monitor potential credit losses, we performongoing credit evaluations of our customers’ financial condition. An allowance for doubtful accounts is maintained forpotential credit losses based upon management’s assessment of the expected collectability of all accounts receivable. Theallowance for doubtful accounts is reviewed periodically to assess the adequacy of the allowance. In making thisassessment, management takes into consideration any circumstances of which we are aware regarding a customer’sinability to meet its financial obligations; and our judgments as to potential prevailing economic conditions in the industryand their potential impact on the Company’s customers.

InventoriesInventories are stated at the lower of cost (first-in, first-out method) or market value. Inventory in the SMT business isgenerally determined on the basis of an average method. Costs include net prices paid for materials purchased, charges forfreight and custom duties, production labor cost and factory overhead. Allowances are made for slow moving, obsolete orunsellable inventory.

Allowances for obsolescence of inventory are determined based on the expected demand as well as the expected marketvalue of the inventory. We regularly evaluate the value of our inventory of components and raw materials, work in progressand finished goods, based on a combination of factors including the following: forecasted sales, historical usage, productend of life cycle, estimated current and future market values, service inventory requirements and new product introductions,as well as other factors. Purchasing requirements and alternative uses for the inventory are explored within theseprocesses to mitigate inventory exposure. We record write downs for inventory based on the above factors and take intoaccount worldwide quantities and demand into our analysis.

Evaluation tools at customersEvaluation tools at customers (“evaluation tools”) are systems generally delivered to customers under evaluation or aconditional purchase order and include substantial customization by ASM engineers and ASM-R&D staff in the field.Evaluation tools are recorded at cost and depreciated over their useful life (5 years). The depreciation period may beshorter, depending on circumstances. The depreciation expenses are reported as Cost of sales.

On final acceptance of the system the purchase consideration is recognized as revenue. The carrying value of theevaluation tool at that point in time is recognized as cost of sales. In the circumstance that the system is returned, at theend of the evaluation period, a detailed impairment review takes place, and future sales opportunities and additional costsare identified. Only when the fair value is below the carrying value of the evaluation tool an additional depreciation isrecognized. The remaining carrying value is recognized as finished goods (inventory).

Long-lived assets



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Long-lived assets include goodwill, other intangible assets and property, plant and equipment. Property, plant andequipment are carried at cost, less accumulated depreciation and any accumulated impairment losses. Capital leasedassets are recorded at the present value of future lease obligations. Depreciation is calculated using the straight-linemethod over the estimated useful lives. Leasehold improvements are depreciated over the lesser of the estimated usefullife of the leasehold improvement or the term of the underlying lease.

Business combinations are accounted for under the purchase acquisition method. The Company tests its recorded goodwilland other intangible assets with indefinite lives for impairment each year on December 31 and whenever events or changesin circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill is allocated to reporting units for purposes of impairment testing and tested for impairment on a two-stepapproach. The implied fair value of goodwill is determined. First the recoverability is tested by comparing the carryingamount of the goodwill with the fair value being the sum of the discounted future cash flows. If the carrying amount of thegoodwill at reporting unit level is higher than the fair value of the goodwill, the second step should be performed. Thegoodwill impairment is measured as the excess of the carrying amount of the goodwill over its fair value.

Other intangible assets with finite lives are amortized over the estimated useful lives using the straight-line method.

Assets held for saleA long-lived asset to be sold is classified as held for sale in the period in which all of the following criteria are met:

• Management, having the authority to approve the action, commits to a plan to sell the asset.• The asset is available for immediate sale in its present condition subject only to terms that are usual and customary

for sales of such assets.• An active program to locate a buyer and other actions required to complete the plan to sell the asset have been

initiated.• The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed

sale, within one year.• The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

If at any time these criteria are no longer met a long-lived asset classified as held for sale will be reclassified as held andused.

If during the initial one-year period, circumstances arise that previously were considered unlikely and, as a result, a long-lived asset previously classified as held for sale is not sold by the end of that period and all of the following conditions aremet:

◦ During the initial one-year period the entity initiated actions necessary to respond to the change incircumstances.

◦ The asset is being actively marketed at a price that is reasonable given the change in circumstances.the period required to complete the sale of a long-lived asset may be extended beyond one year.

Recoverability of long-lived assetsLong-lived assets (except those not being amortized) to be held and used by the Company are reviewed by the Companyfor impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not berecoverable. In performing the review for recoverability, the Company estimates the future undiscounted cash flowsexpected to result from the use of the asset. If the undiscounted future cash flow is less than the carrying amount of theasset, the asset is deemed impaired. The amount of the impairment is measured as the difference between the carryingvalue and the fair value of the asset. Long-lived assets and other intangibles (except those not being amortized) to bedisposed of are reported at the lower of carrying amount or fair value less cost to sell.

Revenue recognitionThe Company recognizes revenue when all four revenue recognition criteria have been met: persuasive evidence of anarrangement exists; delivery has occurred or services have been rendered; seller’s price to buyer is fixed or determinable;and collectability is reasonably assured.



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Our Front-end sales frequently involve sales of complex equipment, which may include customer-specific criteria, sales tonew customers or sales of equipment with new technology. For each sale, the decision whether to recognize revenue is, inaddition to shipment and factory acceptance, based on: the contractual agreement with a customer; the experience with aparticular customer; the technology and the number of similarly configured equipment previously delivered. Based on thesecriteria we may decide to defer revenue until completion of installation at the customer’s site and obtaining final acceptancefrom the customer. Revenue in our AS business on sales subjected to customer acceptance is not recognized untilcustomer acceptance occurs.

A major portion of our revenue is derived from contractual arrangements with customers that have multiple deliverables,such as equipment and installation. When a sales arrangement contains multiple elements, such as equipment andinstallation,ASMI allocates revenue to each element based on a selling price hierarchy. The selling price for a deliverable isbased on its vendor specific objective evidence (VSOE) if available, third party evidence (TPE) if VSOE is not available, orbest estimated selling price (BESP) if neither VSOE nor TPE is available. ASMI generally utilizes the BESP due to thenature of our products. The total arrangement consideration is allocated at inception of the arrangement to all deliverableson the basis of their relative selling price. The revenue relating to the undelivered elements of the arrangements is deferredat their relative selling prices until delivery of these elements. At December 31, 2010, December 31, 2011 andDecember 31, 2012 we have deferred revenues from installations in the amount of €4.4 million, €6.3 million and €3.5 millionrespectively.

In general, we recognize revenue from sales of equipment upon transfer of title, which is upon shipment of the equipment,only if testing at the factory has proven that the equipment has met substantially all of the customer’s criteria andspecifications

The Company recognizes revenue from installation of equipment upon completion of installation at the customer’s site. Atthe time of shipment, the Company defers that portion of the sales price related to the relative selling price of installation.The relative selling price of the installation process is measured based upon the per-hour amounts charged to clientsparties for similar installation services. Installation is completed when testing at the customer’s site has proven that theequipment has met all of the customer’s criteria and specifications. The completion of installation is signed-off by thecustomer (“final acceptance”).

We provide training and technical support service to customers. Revenue related to such services is recognized when theservice is rendered. Revenue from the sale of spare parts and materials is recognized when transfer of title took place, ingeneral upon shipment of the goods. Freight charges billed to customers are recognized as revenue, the related costs arerecognized as cost of sales. Revenues are recognized excluding the taxes levied on revenues.

Cost of salesCost of sales comprise direct costs such as labor, materials, cost of warranty, depreciation, shipping and handling costsand related overhead costs. Cost of sales also includes third party commission, depreciation expenses of evaluation toolsat customers, royalty payments and costs relating to prototype and experimental products, which the Company maysubsequently sell to customers. Costs of warranty include the cost of labor, material and related overhead necessary torepair a product during the warranty period.

WarrantyWe provide maintenance on our systems during the warranty period, usually one to two years. Costs of warranty includethe cost of labor, material and related overhead necessary to repair a product during the warranty period. We accrue for theestimated cost of the warranty on products shipped in a provision for warranty, upon recognition of the sale of the product.The costs are estimated based on actual historical expenses incurred and on estimated future expenses related to currentsales, and are updated periodically.

Research and development costsResearch and development costs are expensed as incurred. Costs, which relate to prototype and experimental models andare sold to customers, are charged to cost of sales. Subsidies and other governmental credits to cover research anddevelopment costs relating to approved projects are recorded as research and development credits in the period when suchproject costs occur. The research and development expenses are presented net of the development credits.

Share-based compensation expenses



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The cost relating to employee stock options (compensation expense) are recognized based upon the grant date fair valueof the stock options. The fair value at grant date is estimated using a Black-Scholes option valuation model. This modelrequires the use of assumptions including expected stock price volatility, the estimated life of each award and the estimateddividend yield.

The grant date fair value of the stock options is expensed on a straight-line basis over the vesting period, based on theCompany’s estimate of stock options that will eventually vest. The impact of the true up of the estimates is recognized in theconsolidated statement of operations in the period in which the revision is determined.

For further information on ASMI’s employee stock option plans reference is made to Note 20.

Restructuring costsRestructuring expenses are recognized for exit or disposal activities when the liability arising from restructuring plans isincurred. Reference is made to Note 25. Distinction is made in one-time employee termination expenses, contracttermination expenses and other associated expenses. For the accounting on the distinguished elements of restructuringexpenses we apply to the policy as mentioned below. The expenses have been charged to “restructuring expenses”.

One-time termination expenses represent the payments provided to employees that have become redundant and areterminated under the terms and conditions of a restructuring plan. A restructuring plan exists at the date the plan meets allof the following criteria and has been communicated to employees:

• Management commits to the plan.

• The plan identifies the number of employees that become redundant and the expected completion date.

• The plan sets out the terms and conditions of the arrangement in sufficient detail to enable employees todetermine the type and amount of benefits they will receive.

• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be madeor that the plan will be withdrawn.

The timing of the recognition and measurement of a liability for one-time termination expenses depends on whetheremployees will be retained to render service beyond a minimum retention period.

Contract termination expenses are related to the termination of an operating lease or another contract. These expenses aredistinguished in:

• Expenses related to the termination of the contract before the end of its term. These expenses are recognizedwhen the contract is terminated .The liability is measured at its fair value in accordance with the contract terms.

• Expenses related to contracts that will last for its remaining term without economic benefit to the entity. This is thecase when a lease contract for premises is not terminated while the premises are not (completely) in useanymore. The liability is accrued for at the cease-use date, the date the company determined that it would nolonger occupy the premises, which is conveyed to it under the contractual operating lease. The liability ismeasured at its fair value in accordance with the contract terms.

Other costs related to restructuring include costs to consolidate or close facilities and relocate employees. A liability forother expenses related to a restructuring such as transition costs is recognized and measured in the period in which theliability is incurred. The costs incurred are directly related to the restructuring activity. The definition of exit costs excludesexpected future operating losses.

Income taxesThe Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributableto differences between the financial statement carrying amounts of existing assets and liabilities and their respective taxbases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using currentlyenacted tax rates. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the ConsolidatedStatement of Operations in the period in which the enacted rate changes.



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Deferred tax assets are reduced through a valuation allowance at such time as, based on available evidence, it is morelikely than not that the deferred tax assets will not be realized.

ASC 740 prescribes a two-step approach for recognizing and measuring tax positions taken or expected to be taken in atax return. Prior to recognizing the benefit of a tax position in the financial statements, the tax position must be more-likely-than-not of being sustained based solely on its technical merits. Once this recognition threshold has been met, tax positionsare recognized at the largest amount that is more-likely-than-not to be sustained. ASC 740 also provides guidance onderecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Pension plans and similar commitmentsThe Company has retirement plans covering substantially all employees. The principal plans are defined contribution plans,except for the plans of the Company’s operations in the Netherlands, Germany and Japan. The Company’s employees inthe Netherlands participate in a multi-employer plan. Payment to defined contribution plans and the multi-employer plan arerecognized as an expense in the Consolidated Statement of Operations as they fall due.

The Company’s employees in Germany and Japan participate in a defined benefit plan. Pension costs in respect of thesedefined benefit plans are determined using the projected unit credit method. These costs primarily represent the increase inthe actuarial present value of the obligation for pension benefits based on employee service during the year and the intereston this obligation in respect of employee service in previous years, net of the expected return on plan assets. Obligationsfor retirement benefit and related net periodic pension costs are determined in accordance with actuarial valuations. Thesevaluations rely on key assumptions including discount rates, expected return on plan assets, expected salary increases,mortality rates and health care trend rates. The discount rate assumptions are determined by reference to yields on high-quality corporate bonds of appropriate duration and currency at the end of the reporting period. In case such yields are notavailable, discount rates are based on government bonds yields. The expected returns on plan asset assumptions aredetermined on a uniform methodology, considering long-term historical returns and asset allocations. Due to changingmarket and economic conditions, the underlying key assumptions may differ from actual development and may lead tosignificant changes in retirement benefit obligations.

In accordance with ASC 715, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans" theCompany recognizes in its Consolidated Balance Sheet an asset or a liability for the plan’s overfunded status orunderfunded status respectively. The unfunded status is recognized as a liability. Actuarial gains and losses are recognizedin other comprehensive income when incurred. Reference is made to Note 19 and Note 20.

Commitments and contingenciesThe Company has various contractual obligations, some of which are required to be recorded as liabilities in theCompany’s consolidated financial statements, including long- and short-term debt. Others, namely operating leasecommitments, purchase commitments and commitments for capital expenditure, are generally not required to berecognized as liabilities on the Company’s balance sheet but are required to be disclosed. Reference is made to Note 21.

Comprehensive incomeComprehensive income consists of net earnings (loss) and other comprehensive income. Other comprehensive incomeincludes gains and losses that are not included in net earnings, but are recorded directly in Shareholders’ Equity.

New accounting pronouncementsIn June 2011, the FASB issued authoritative guidance on the presentation of comprehensive income (ASU 2011-05) torequire an entity to present the total of comprehensive income, the components of net income, and the components of othercomprehensive income either in a single continuous statement of comprehensive income or in two separate butconsecutive statements. This authoritative guidance eliminates the option to present the components of othercomprehensive income as part of the statement of equity. This guidance was effective for ASMI for the year 2012, and hasbeen applied retrospectively. The implementation of this authoritative guidance did not change the presentation ofcomprehensive Income. As a result of this application the deferral of the date as per ASU 2011-12 was not relevant forASMI.

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In May 2011, the FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820)” to provide a consistent definition of fairvalue and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP andInternational Financial Reporting Standards. This authoritative guidance limits the highest-and-best-use measure to non-financial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risksto be measured at a net basis, and provides guidance on the applicability of premiums and discounts. This authoritativeguidance also expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs andassumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes inunobservable inputs. The new guidance was effective for ASMI in 2012. The implementation of this authoritative guidancedid not have a material impact on ASMI’s financial position or results of operations.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles-Goodwill and Other (Topic 350).” The amendments inthis ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-stepQuantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair valueof a reporting unit unless the entity determines based on a qualitative assessment, that it is more likely than not that its fairvalue is less than its carrying amount. The ASU was effective for ASMI in 2012, but did not have any effect on ASMI’sconsolidated financial statements. In July 2012, the FASB issued ASU 2012-02 " Testing indefinite-lived intangible assetsfor impairment". This ASU is an amendment on the guidance in ASC 350-30 on testing indefinite-lived intangible assets,other than goodwill, for impairment. This ASU was issued in response of feedback on ASU 2011-08. This new guidance willbe effective on impairment tests performed for fiscal years beginning after September 15, 2012. The ASU will not have anyeffect on ASMI's consolidated financial statements.

In December 2011, the FASB issued ASU 2011-11 "Disclosures about offsetting assets and liabilities". Under the newguidance entities must disclose both gross information and net information on instruments and transactions eligible foroffset on the balance sheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45, andinstruments and transactions subject to an agreement similar to a master netting arrangement. The new guidance will beeffective for ASMI beginning January 1, 2013. We do not expect this new guidance to have material impact on ourconsolidated financial statements.

In October 2012, the FASB issued ASU 2012-04 "Technical corrections and improvements". This ASU makes certaintechnical correction to the FASB Accounting Standards Codification. The new guidance will be effective for fiscal yearsbeginning after December 15, 2012. We do not expect this new guidance to have material impact on our consolidatedfinancial statements.

2- List of Significant Subsidiaries

% Ownership December 31,

Name Location 2011 2012

ASM Europe BV 1 Almere, the Netherlands 100.00% 100.00%ASM United Kingdom Sales BV 1 Almere, the Netherlands 100.00% 100.00%ASM Germany Sales BV 1 Almere, the Netherlands 100.00% 100.00%ASM Pacific Holding BV1, 3 Almere, the Netherlands 100.00% 100.00%ASM France S.A.R.L. Montpellier, France 100.00% 100.00%ASM Belgium NV Leuven, Belgium 100.00% 100.00%ASM Italia Srl Agrate, Italy 100.00% 100.00%ASM Microchemistry Oy Helsinki, Finland 100.00% 100.00%ASM Services and Support Ireland Ltd Dublin, Ireland 100.00% 100.00%ASM Services and Support Israel Ltd Tel Aviv, Israel 100.00% 100.00%ASM America, Inc Phoenix, Arizona, United States 100.00% 100.00%ASM Japan KK Tokyo, Japan 100.00% 100.00%ASM Wafer Process Equipment Ltd Quarry Bay, Hong Kong, People’s

Republic of China 100.00% 100.00%ASM China Trading Ltd Shanghai, People’s Republic of China 100.00% 100.00%



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% Ownership December 31,


ASM Wafer Process Equipment SingaporePte Ltd

Singapore100.00% 100.00%

ASM Front-End Sales & Services Taiwan Co, Ltd Hsin-Chu, Taiwan 100.00% 100.00%ASM Services & Support Malaysia SDN BDH Kuala Lumpur, Malaysia —% 100.00%ASM Front-End Manufacturing SingaporePte Ltd

Singapore100.00% 100.00%

ASM NuTool, Inc Phoenix, Arizona, United States 100.00% 100.00%ASM Genitech Korea Ltd Cheonan, South Korea 100.00% 100.00%ASM IP Holding BV 1 Almere, the Netherlands 100.00% 100.00%ASM Pacific Technology Ltd Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%ASM Assembly Automation Ltd 2 Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%ASM Assembly Materials Ltd 2 Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%ASM Technology Singapore Pte Ltd 2 Singapore 52.17% 51.96%ASM Technology (M) Sdn Bhd 2 Johor Bahru, Malaysia 52.17% 51.96%ASM Semiconductor Materials (Shenzhen)Co. Ltd 2

Shenzhen, People’s Republic ofChina 52.17% 51.96%

Edgeward Development Ltd 2 Guernsey, Channel Islands 52.17% 51.96%Shenzhen ASM Micro Electronic TechnologyCo. Ltd 2

Shenzhen, People’s Republic ofChina 52.17% 51.96%

ASM Assembly Systems Management GmbH. 4 Munich, Germany 52.17% 51.96%ASM Assembly Systems Management GmbH &C o K G 4

Munich, Germany52.17% 51.96%

ASM Assembly Systems Ltd 4 Shanghai, People’s Republic of China 52.17% 51.96%ASM Pacific( Hong Kong) Ltd 4 Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%ASM Pacific (Holdings) Ltd Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%ASM Microelectronic Technical Services(Shanghai) Company Ltd

Shanghai, People’s Republic of China52.17% 51.96%

ASM (Assembly Systems) GmbH & C o K G 4 Vienna, Austria 52.17% 51.96%ASM Assembly Systems, LLC 4 Suwanee, United States 52.17% 51.96%ASM Assembly Systems Pte. Ltd 4 Singapore 52.17% 51.96%ASM Technology (Huizhou) Ltd People’s Republic of China 52.17% 51.96%ASM Technology China Ltd People’s Republic of China 52.17% 51.96%

(1) For these subsidiaries ASM International NV has filed statements at the Dutch Chamber of Commerce assumingjoint and several liability in accordance with Article 403 of Book 2, Part 9 of the Netherlands Civil Code.

(2) 100% subsidiaries of ASM Pacific Technology Ltd.(3) Established in 2008, ASM Pacific Holding BV is holding 51.96% of the shares in ASM Pacific Technology Ltd.(4) 100% subsidiaries of ASM Pacific Technology Ltd., Acquired January 7, 2011.

The accounts of the above mentioned entities and of certain insignificant subsidiaries not mentioned above have beenconsolidated in the Consolidated Financial Statements.



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3- AcquisitionOn January 7, 2011 ASMPT acquired the entire (voting) equity interest of SEAS Entities for a cash consideration of €36.5million from Siemens Aktiengesellschaft. The principal activities of the SEAS Entities are development, production, sale andservice of surface mount technology placement machines. We consider that the surface mount technology (“SMT”) industryis a natural field of expansion for ASMPT and an area to achieve significant synergies given it has similar engineering,technical and production process characteristics compared to the semiconductor equipment industry.

The headquarter of SEAS is located in Munich, Germany with production sites in Germany and Singapore. It also hasmarketing, sales and service offices in China, Unites States of America (“USA”), Austria, United Kingdom, France, Sweden,Italy, Mexico and Brazil.

Apart from the cash consideration paid, ASMPT entered into certain financial commitments to the ASM AS Entities andSiemens AG pursuant to the Master Sale and Purchase Agreement of the Acquisition entered into between Siemens AGand the Company (the “MSP Agreement”) which are summarized as set out below.

ASMPT undertook to pay an equity amount of €20.0 million as a capital injection to increase ASM AS KG’s registeredlimited partnership interest, and to grant ASM AS KG a revolving loan facility of up to €20.0 million for a period of at leastthree years from the completion of the acquisition subject to the terms and conditions as set out in the MSP Agreement (the“Loan Commitment”). ASMPT shall not alter, rescind, rewind or in any other way contradict the letter of support granted toASM AS KG up to an amount of €120.0 million valid as for a duration of six years following the completion of theacquisition. The letter of support is to procure that ASM AS KG will for a period of six years after the completion of theacquisition be in position to fulfill its obligations towards its creditors when the obligations become due. ASMPT undertookto procure that ASM AS KG will not reduce or decrease the registered limited partnership interest of ASM AS KG for aperiod of three years following the completion of the acquisition.

Further, ASMPT undertook to Siemens AG that for a period of three years from date of the completion of the acquisition thatthe ASMPT would not directly or indirectly, (i) make, resolve, initiate, enable or accept any withdrawals from ASM AS KG orany of its partial or entire successors conducting the business or parts thereof (the “Sustained Business”), (ii) make, resolveon, initiate, enable or accept dividend payments or loan repayments by the Sustained Business, (iii) encumber, induce orimpose the encumbrance of any assets of ASM AS KG or any of its successors other than in the ordinary course for theregular operative business of ASM AS KG, (iv) accept other non-arm’s length advantages from the Sustained Business, or(v) change, alter, rescind, rewind or in any other way contradict the equity commitment and loan commitment as set out inthe MSP Agreement; (vi) impose transaction or management fees on the target companies; (vii)enter into any consultancyagreement in excess of €100; enter into any agreement or transaction which may result in a partial or entire change of theshareholding in the target companies or in the transfer of any asset relevant for the business from the target companies.

In addition, ASMPT undertook to Siemens AG that certain employment protection clauses of ASM AS KG as included in theMSP Agreement, including the maintenance of existing site in Munich, Germany and Munich as the headquarters of thegroup comprising principally the ASM AS Entities, and compliance with certain collective labor agreements, for a period of 3years after closing date. ASMPT also undertook for a period of 3 years after closing date not to lay off any employees ofSEAS KG for operational reason.

ASMPT also undertook to pay Siemens AG liquidated damages in the amount up to €20.0 million if ASMPT does notcomply with its obligations in respect of the Sustained Business and employment protection as set out in the MSPAgreement and is not able to cure such non-compliance within a reasonable period of time. ASMPT agreed to provideSiemens AG with a bank guarantee which shall secure the obligations of ASMPT as set out above in an amount of not lessthan €20.0 million. The guarantee is to cover a period of four years and the aggregate expense to ASMPT would be€600,000 which represents part of the acquisition cost and is regarded as part of the consideration for the acquisition.

The following table summarizes the total purchase consideration and the identified assets and liabilities that wereseparately recognized in the purchase price allocation.

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Carrying value of net assetsacquired (excluding

acquired cash)

Purchaseprice

allocationFair

value

Inventories 91,812 11,529 103,341Trade and other receivables 132,418 — 132,418Current assets 224,230 11,529 235,759Property, plant and equipment 13,077 13,077Intangible assets 1,542 3,520 5,062Other non-current assets 494 — 494Non-current assets 15,113 3,520 18,633Total Assets 239,343 15,049 254,392Trade and other payables 151,624 — 151,624Short-term debt 6,738 — 6,738Deferred tax liabilities 16,199 — 16,199Current liabilities 174,561 — 174,561Deferred tax liabilities 4,428 — 4,428Other non-current liabilities 10,699 — 10,699Non-current liabilities 15,127 — 15,127Total liabilities 189,688 — 189,688Identified net assets 49,655 15,049 64,704Cash acquired 81,075

145,779Total consideration (36,500)Gain bargain purchase 109,279

The purchase price allocation resulted in the valuation of acquired technology. Acquisition related costs have beenexcluded from the cost of acquisition and recognized as an expense in the year when incurred as within the “general andadministrative expenses” line item in the consolidated statement of operations. Cumulative acquisition related costs inrespect of the acquisition amounted to €5.2 million of which €0.8 million, €3.6 million and €0.7 million incurred inrespectively 2009, 2010 and 2011.

The gain from a bargain purchase of €109,279 was recognized upon completion of the acquisition of the SEAS entities in2011. The gain from a bargain purchase on acquisition was mainly attributable to depressed market value of the acquiredbusiness because of years of losses due to challenging economic environment and the bad global economic environmentduring the period of negotiation of the acquisition.

Estimated future amortization expense associated with the intangible assets acquired SEAS at December 31, 2012 is asfollows:

2013 1,0122014 1,0122015 1,012

The following unaudited pro forma summary presents information as if SEAS had been acquired as of January 1, 2009, thefirst day of the Company’s 2009 fiscal year. In addition to an adjustment to amortization expense to reflect the value ofintangibles recorded for this acquisition. No adjustment was made to reduce historical interest income to reflect theCompany’s use of available cash in this acquisition. The proforma amounts do not reflect any benefits from economies thatmight be achieved from combining the operations of the two companies.



The pro forma information presented below (in thousands, except per share data) does not necessarily reflect the actualresults that would have occurred had the companies been combined during the periods presented, nor is it necessarilyindicative of the future results of operations of the combined companies.

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December 31,

2009 2010

Net sales 808,042 1,571,357Net income (185,001) 271,240Basic earnings per share € (3.27) € 2.40Diluted earnings per share € (3.27) € 2.33

Since the acquisition date, January 7, 2011, SEAS contributed €444 million to net sales and €53 million to result fromoperations as reported in the consolidated statement of operations for the year ended December 31, 2011.

4- Cash and Cash EquivalentsAt December 31, 2012, cash and cash equivalents of the Company’s subsidiary ASMPT amounted to €145,414, which arerestricted to be used only in the operations of ASMPT. No further restrictions on usage of cash and cash equivalents exist.The carrying amount approximates their fair value.

5- Pledged bank depositPursuant to the Master Sale and Purchase Agreement of the acquisition (see note 3) entered into between ASMPT andSiemens Aktiengesellschaft , ASMPT provided a bank guarantee to Siemens AG upon completion of the acquisition for thepurpose of securing certain obligations to an amount of €20 million. Per December 31, 2012, a bank deposit amounting to€20 million is pledged for the purpose of securing the bank guarantee. The pledged bank deposit will be released onJanuary 7, 2015.

The pledged bank deposit carried interest at market rates of 0.1% (2011: 0.95%) per annum.

6- Accounts receivableThe carrying amount of accounts receivable is as follows:

CurrentOverdue< 30 days

Overdue31 – 60 days


Overdue> 120 days Total

December 31, 2011 264,224 31,529 12,126 13,579 9,433 330,891December 31, 2012 223,546 38,666 13,537 13,954 15,137 304,840

In the total amount of accounts receivable for the year ended December 31, 2012, an amount of €42,588 relates to notesreceivable.

The changes in the allowance for doubtful accounts receivable are as follows:

Balance January 1, 2010 (8,968)Charged to selling, general and administrative expenses (461)Utilization 648Foreign currency translation effect (523)

Balance December 31, 2010 (9,304)Charged to selling, general and administrative expenses (356)Utilization 2,109Foreign currency translation effect (50)

Balance December 31, 2011 (7,601)Charged to selling, general and administrative expenses (2,825)



Utilization 1,841Foreign currency translation effect 34

Balance December 31, 2012 (8,551)

The carrying amount of the accounts receivable approximates their fair value.

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7- InventoriesInventories consist of the following:

December 31,

2011 2012

Components and raw materials 189,174 180,575Work in process 175,564 196,313Finished goods 70,918 91,799Total inventories, gross 435,656 468,687Allowance for obsolescence (58,989) (65,287)Total inventories, net 376,667 403,400

The changes in the allowance for obsolescence are as follows:

Balance January 1, 2010 (46,939)Charged to cost of sales (3,248)Utilization 14,628Foreign currency translation effect (5,742)

Balance as of December 31, 2011 (41,301)Charged to cost of sales (28,122)Utilization 12,526Foreign currency translation effect (2,092)

Balance as of December 31, 2011 (58,989)Charged to cost of sales (10,858)Utilization 3,569Foreign currency translation effect 991

Balance as of December 31, 2012 (65,287)

8- Other Intangible AssetsOther intangible assets include purchased technology from third parties and software developed or purchased

(including licences) for internal use. The changes in the amount of other intangible assets are as follows:

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Software

Purchasedtechnologyand otherintangible

assets Total

At cost:Balance January 1, 2011 14,433 3,192 17,625

Additions 3,417 3,682 7,099Acquisitions 44 4,782 4,826Disposals (104) (47) (151)Foreign currency translation effect 252 603 855

Balance December 31, 2011 18,042 12,212 30,254Additions 2,447 2,183 4,630Disposals (10) — (10)Foreign currency translation effect (133) (2) (135)

Balance December 31, 2012 20,346 14,393 34,739Accumulated amortization:Balance January 1, 2011 7,809 3,011 10,820

Amortization for the year 2,901 1,570 4,471Disposals (104) (47) (151)Foreign currency translation effect 179 159 338

Balance December 31, 2011 10,785 4,693 15,478Amortization for the year 2,784 2,634 5,418Disposals (10) — (10)Foreign currency translation effect (113) 51 (62)

Balance December 31, 2012 13,446 7,378 20,824Other intangible assets, net:

December 31, 2011 7,257 7,519 14,776December 31, 2012 6,900 7,015 13,915

Other intangible assets are amortized over their useful lives of 3 to 7 years. Estimated amortization expenses relating toother intangible assets are as follows:

2013 5,6962014 4,0462015 2,4992016 1,1822017 492

13,915

9- GoodwillThe changes in the carrying amount of goodwill are as follows:


Balance January 1, 2011 11,193 39,622 50,815



Foreign currency translation effect — 1,316 1,316Balance December 31, 2011 11,193 40,938 52,131

Foreign currency translation effect 456 (699) (243)Balance December 31, 2012 11,649 40,239 51,888

The allocation of the carrying amount of goodwill is as follows:

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December 31,

2011 2012

Front-end segment:

ASM Microchemistry Oy 3,560 3,560ASM Genitech Korea Ltd 7,633 8,089Back-end segment:

ASM Pacific Technology Ltd 40,938 40,239Total 52,131 51,888

We perform an annual impairment test at December 31 of each year or if events or changes in circumstances indicate thatthe carrying amount of goodwill exceeds its fair value. Our Front-end impairment test and the determination of the fair valueis based on a discounted future cash flow approach that uses our estimates of future revenues, driven by assumed marketgrowth and estimated costs as well as appropriate discount rates. Our Back-end impairment test is based on the marketvalue of the listed shares of ASMPT.

The material assumptions used for the fair value calculation of the reporting unit are:

• An average discount rate of 22.7% ( 2011: 20.5%) representing the pre-tax weighted average cost of capital. Thisrelative high rate is a consequence of the current situation whereby certain production lines are in the early phaseof the product lifecycle, hence reflecting a higher risk.

• For Front- end external market segment data, historical data and strategic plans to estimate cash flow growth perproduct line have been used.

• Cash flow calculations are limited to five years of cash flow; after these five years perpetuity growth rates are setbased on market maturity of the products. For maturing product the perpetuity growth rates used are 1% or lessand for enabling technology products the rate used is 3% or less.

• For Back-end the market value of the listed shares of ASMPT on the Hong Kong Stock exchange has been usedin our analysis.

These estimates are consistent with the plans and estimated costs we use to manage the underlying business. Based onthis analysis management believes that as per December 31, 2012 the fair value of the reporting units exceeded thecarrying value.

10- Property, Plant and EquipmentThe changes in the amount of property, plant and equipment are as follows:

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Land,buildings and

leaseholdimprovements

Machinery,equipment,

furnitureand

fixtures Total


Capital expenditures 38,993 50,226 89,219Acquisition 276 11,249 11,525Impairment (1,416) (6,622) (8,038)Retirements and sales (9,361) (30,692) (40,053)Reclassification (235) 235 —Foreign currency translation effect 8,186 20,665 28,851

Balance December 31, 2011 167,874 454,950 622,824Capital expenditures 23,355 44,807 68,162Retirements and sales (278) (10,253) (10,531)Reclassification 428 (748) (320)Foreign currency translation effect (3,499) (13,127) (16,626)

Balance December 31, 2012 187,880 475,629 663,509Accumulated depreciation:Balance January 1, 2011 74,216 269,167 343,383

Depreciation for the year 9,170 30,815 39,985Retirements and sales (9,310) (26,920) (36,230)Foreign currency translation effect 3,020 12,486 15,506

Balance December 31, 2011 77,096 285,548 362,644Depreciation for the year 12,420 35,282 47,702Retirements and sales (81) (9,558) (9,639)Reclassification 3 (323) (320)Foreign currency translation effect (2,061) (10,253) (12,314)

Balance December 31, 2012 87,377 300,696 388,073Property, plant and equipment, net:


Useful lives in years: Buildings and leasehold improvements 10-25Machinery and equipment 2-10Furniture and fixtures 2-10

In 2011 the Company recorded an impairment charge of 8,038 related to machinery and equipment. The Companyimpaired certain items of property, plant and equipment related to the Back-end lead frame business. The impairment lossof 8,038 was recognized based on the recoverable amount of the relevant assets.

11- Assets held for sale



The changes in the carrying value of assets held for sale are as follows:

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Table of Contents

Japan The Netherlands Total

Balance January 1, 2011 6,070 277 6,347Foreign currency translation effect 515 — 515

Balance December 31, 2011 6,585 277 6,862Foreign currency translation effect (864) — (864)

Balance December 31, 2012 5,721 277 5,998

In 2009 the decision was made to dispose certain items of property, plant and equipment. These assets represent acarrying value as per December 31, 2012 of 5,998. The assets held for sale are located in Japan and The Netherlands. InJapan (Tama) a building that was used for research and development activities was ceased to be used in December 2009.The carrying value of €4.8 million is lower than the fair value less cost to sell. Also in Japan, a piece of land that waspurchased to build a research and development center has now been regarded as held for sale. The carrying value of €0.9million is below the expected selling price. The expected selling prices were determined, based on various inputs andconsiderations, including an appraisal from an outside firm performed during 2011. In the Netherlands the former ASMIhead office located in Bilthoven has been regarded as held for sale. The carrying value of €0.3 million is lower than the fairvalue less cost to sell. The expected selling prices were determined, based on various inputs and considerations, includingan appraisal from an outside firm performed during 2009. During 2012 both the Japanese and the Dutch properties wereunder the interest of the market, though the assets have not been sold yet, mainly as a result of the economicalcircumstances and the earth quake in Japan in 2011 leading to a low level of interest of the markets in these assets, theoutside firms maintain the expected selling prices.

12- Evaluation tools at customersThe changes in the amount of evaluation tools are as follows:

Balance January 1, 2011 6,644Evaluation tools shipped 14,901Depreciation (2,518)Evaluation tools sold (7,830)Transfer from inventories 1,913Foreign currency translation effect 877

Balance December 31, 2011 13,987Evaluation tools shipped 11,120Depreciation (3,798)Evaluation tools sold (3,277)Foreign currency translation effect (1,110)

Balance December 31, 2012 16,922Useful lives in years: 5

Evaluation tools are systems delivered to customers under evaluation agreements. Evaluation tools are recorded at costand depreciated over their useful life (5 years). The depreciation period may be shorter, depending on circumstances. Thedepreciation expenses are reported as Cost of sales.

13- InvestmentsThe investment of €278 as per December 31, 2012 reflects the net equity value of the interest in Levitech BV Resultingfrom the management buy-out in 2009 of the RTP business, ASM International NV obtained a 20% interest in Levitech BV.

The changes in the investment are as follows:



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Balance December 31, 2011 1,044Share of result (766)

Balance December 31, 2012 278

14- Notes Payable to BanksInformation on notes payable to banks is as follows:

December 31,

2011 2012

Short-term debt outstanding in:Japan 7,734 —ASMPT 32,946 61,675

Total 40,680 61,675

Short-term debt outstanding in local currencies is as follows (in thousands):

December 31,

2011 2012

Japanese yen 775,000 —Hong Kong dollar 331,144 630,686

ASMI and its individual subsidiaries borrow under separate short-term lines of credit with banks in the countries where theyare located. The lines contain general provisions concerning renewal and continuance at the option of the banks. AtDecember 31, 2012, short-term debt bears interest at LIBOR plus a margin per annum or HIBOR plus a margin per annum,at a weighted average effective interest rate of 1.64% (2011: 1.83%) per annum.

Total short-term lines of credit amounted to €337,567 at December 31, 2012. The amount outstanding at December 31,2012 was €61,675 and the undrawn portion totaled €275,893. The undrawn portion includes the Company’s standbyrevolving credit facility of €150,000 with a consortium of banks. The facility is available through July 31, 2015. Once thefacility is used, this usage is secured by a portion of the Company’s shareholding in ASMPT. The undrawn portion furtherincludes €125,893 for ASMPT, which amount is restricted to be used only in the operations of ASMPT.

The credit facility of €150,000 includes two financial covenants: a minimum long-term committed capital and a total netdebt/equity ratio. These financial covenants are measured twice each year, at June 30 and December 31. The minimumlevel of long-term committed capital for the year ended December 31, 2012 was €320 million, the long-term committedcapital as per that date was €742 million. Long-term committed capital is defined as the consolidated total equity. The netdebt/equity ratio should not exceed 2.0, whereby equity is defined as consolidated total equity. For the year endedDecember 31, 2012 net cash was €145 million and total equity €742 million. The Company is in compliance with thesefinancial covenants as of June 30, 2012 and as of December 31, 2012.

ASMI does not provide guarantees for borrowings of ASMPT and there are no guarantees from ASMPT to secureindebtedness of ASMI. Under the rules of the Stock Exchange of Hong Kong, ASMPT is precluded from providing loansand advances other than trade receivables in the normal course of business, to ASMI or its non ASMPT subsidiaries.

15- Provision for WarrantyThe changes in the amount of provision for warranty are as follows:



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Balance January 1, 2011 8,273Charged to cost of sales 29,809Acquisitions 33,733Deductions (24,822)Foreign currency translation effect 2,519

Balance December 31, 2011 49,512Charged to cost of sales 26,527Deductions (31,948)Foreign currency translation effect (170)

Balance December 31, 2012 43,921Non-current portion (5,298)Current portion 38,623

Costs of warranty include the cost of labor, material and related overhead necessary to repair a product during the warrantyperiod. The warranty period is usually one to two years. The Company accrues for the estimated cost of the warranty on itsproducts shipped in the provision for warranty, upon recognition of the sale of the product. The costs are estimated basedon actual historical expenses incurred and on estimated future expenses related to current sales, and are updatedperiodically. Actual warranty costs are charged against the provision for warranty.

16- Accrued Expenses and OtherAccrued expenses and other consist of the following:

December 31,

2011 2012

Advance payments from customers 29,621 29,350Accrual for onerous contracts 446 125Deferred revenue 6,340 5,938Accrual for salaries, wages and related taxes and expenses 60,039 56,246Interest payable 1,881 307Payables arising from acquisition of property, plant and equipment 20,509 14,027Other 34,055 26,067

152,891 132,060

The accrual for onerous contracts relates to operating lease contracts for buildings for which no economic benefits areexpected. The accrual for onerous contracts is expected to be utilized by 2013.

17- Long-term DebtLong-term debt consists of the following:

December 31,

2011 2012

Term loans:Japan, 1.2-2.0%, due 2012 – 2014 17,764 —ASMPT, LIBOR+2.5% — 18,948

Mortgage loans:Japan, 2.1-2.2%, due 2012 1,746 —



Capital lease commitments:Japan, 1.8%, due 2012 141 —

19,651 18,948Current portion (4,332) (6,316)Non-current portion 15,319 12,632

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Long-term debt, including current portion, in local currencies is as follows (in thousands):

December 31,

2011 2012

Japanese yen 1,969,097 —US dollar — 25,000

Aggregate annual principal repayments for years subsequent to December 31, 2012 are:

2013 6,3162014 6,3162015 6,316

18,948

Capital lease commitments relate to commitments for equipment and machinery.

18- Convertible Subordinated DebtAs per 1 January 2009, ASMI applies ASC 815 “Determining Whether an Instrument (or Embedded Feature) Is Indexed toan Entity’s Own Stock”.

Our convertible bonds initially due 2011 and 2014, included a component that creates a financial liability to the Companyand a component that grants an option to the holder of the convertible note to convert it into common shares of theCompany (“conversion option”). ASC 815 requires separate recognition of these components.

For the conversion options of the convertible bonds due 2011 the accounting was different from that for the conversionoption of the convertible bonds due 2014. As the convertible bonds due 2011 were denominated in USD and the ASMInternational common shares in which they can be converted to are denominated in Euro, these conversion options wererecognized as a liability measured at fair value. The conversion option was measured at fair value through the incomestatement. For the conversion options of the convertible bonds due 2014 the fixed–for-fixed principle is met as both the debtinstrument (the bond) and the Company’s equity shares, in which they can be converted to, are denominated in the samecurrency (Euro). Based on this criterion the conversion option qualifies as permanent equity.

The fair value of the liability component is estimated using the prevailing market interest rate at the date of issue, for similarnon-convertible debt. Subsequently, the liability is measured at amortized cost. The interest expense on the liabilitycomponent is calculated by applying the market interest rate for similar non-convertible debt at the date of issue to theliability component of the instrument. The difference between this amount and the interest paid is added to the carryingamount of the convertible subordinated notes, thus creating a non-cash interest expense. For the financial year 2012 thisaccretion interest expense was €4,469 (2011: €4,401).

On October 8, 2012 we initiated a full redemption for all of the outstanding principle balance of our 6.50% ConvertibleSubordinated notes due 2014, as per November 27, 2012. This proposal for redemption resulted in a full conversion ofconvertible notes into 9,074,396 common shares.

On December 31, 2010 we initiated a full redemption for all of the outstanding principal balance of our 4.25% ConvertibleSubordinated notes due 2011, as per February 15, 2011. This proposal for redemption resulted in an almost full conversionof convertible notes into common shares. Until conversion, the conversion option was valued at fair value resulting in a non-cash loss during 2011 of €4.4 million.

The changes in the outstanding amounts of convertible subordinated debt are as follows:

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4.25%convertible

subordinatednotes, due

2011

6.50%convertibleunsecurednotes, due

2014

Liability at redemption value at date of issuance 111,682 150,000Conversion component at date of issuance (18,329) (23,601)Liability component at date of issuance 93,353 126,399

Balance January 1, 2011 32,438 130,804Conversion of notes (32,536) —Accrual of interest 126 4,274Foreign currency translation effect (29) —

Balance December 31, 2011 — 135,078Conversion of notes — (139,407)Accrual of interest — 4,329

Balance December 31, 2012 — —

4.25%convertible


2011

6.50%convertible


2014

Nominal value in US$:December 31, 2011 — n/aDecember 31, 2012 — —

Nominal value in €:December 31, 2011 — 150,000December 31, 2012 — —

4.25% convertible subordinated notes, due 2011In December 2004, ASMI issued US$150.0 million in principal amount of 4.25% convertible subordinated notes due inDecember 2011 in a private offering. Interest on the notes was payable on June 6 and December 6 of each year. The noteswere subordinated in right of payment to all of the Company’s existing and future senior indebtedness. The notes wereconvertible, at the option of the holder, into shares of the Company’s common stock initially at a conversion rate of 48.0307shares of common stock for each US$1,000 principal amount of notes, subject to adjustment in certain circumstances. Thiswas equivalent to an initial conversion price of US$20.82 per share. Effective December 6, 2007, the conversion price wasadjusted for the cash dividend paid in September 2007 to US$20.71 per share. On or after December 6, 2007, theCompany could redeem any of the notes at a redemption price equal to 100% of the principal amount of the notes beingredeemed, plus accrued and unpaid interest, if the closing price of the Company’s common shares exceeded 130% of theconversion price for at least 20 trading days in any period of 30 consecutive trading days. In the event of a change incontrol, the Company could be required to repurchase the notes.

In 2007, US$14.6 million of the US$150.0 million convertible subordinated notes were repurchased. The US$14.6 millionwere repurchased for a market value of US$19.4 million. The loss for the early extinguishment of the notes of €3,740, whichincludes the premium paid above par and the write-off of unamortized issuance costs, was recorded as expense from earlyextinguishment of debt in the Consolidated Statement of Operations for the year 2007.

In 2008 US$7.7 million in convertible subordinated notes were converted into 372,426 common shares of which 102,509consisted of the treasury shares previously purchased by the Company and 269,917 newly issued common shares.



In 2009 US$26.3 million convertible subordinated notes were repurchased for a market value of US$33.7 million. The lossfrom the early extinguishment of the notes of €1,548 thousand, which includes the write-off of unamortized issuance costsand the amortization of unamortized interest expenses, was recorded as a loss from early extinguishment of debt in theConsolidated Statement of Operations for the year 2009.

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In 2010 US$56.5 million convertible subordinated notes was repurchased for a market value of US$74.6 million. The lossfrom the early extinguishment of the notes of €3,609, which includes the write-off of unamortized issuance costs and theamortization of unamortized interest expenses, was recorded as a loss from early extinguishment of debt in theConsolidated Statement of Operations for the year 2010.

In 2010 US$7 thousand in convertible subordinated notes were converted into 337 common shares, newly issued by theCompany.

On January 3, 2011 we announced that we initiated a full redemption for all of the outstanding principal balance of the4.25% Convertible Subordinated Notes due 2011. The Notes which were not converted into common shares wereredeemed on February 16, 2011, at a redemption price of 100.00% of the principal amount thereof, plus accrued andunpaid interest to February 15, 2011. The Notice of Redemption for the Notes was sent to all registered holders onJanuary 3, 2011.

6.50% convertible subordinated notes, due 2014In November 2009, ASMI issued €150.0 million in principal amount of 6.50% convertible unsecured notes due in November2014 in a private offering. Interest on the notes is payable on February 6, May 6, August 6 and November 6 of each year.The notes are subordinated in right of payment to all of the Company’s existing and future senior indebtedness. The notesare convertible into shares of the Company’s common stock only, initially at a conversion rate of 58.5851 shares of commonstock for each €1,000 principal amount of notes, subject to adjustment in certain circumstances. This is equivalent to aninitial conversion price of €17.09 per share. As a result of the dividend paid on common shares during 2011 and 2012 theconversion price was adjusted to €16.85 and €16.53 respectively. On or after November 27, 2012, the Company couldredeem any of the notes at a redemption price equal to 100% of the principal amount of the notes being redeemed, plusaccrued and unpaid interest, if the closing price of the Company’s common shares had exceeded 130% of the conversionprice for at least 20 trading days in any period of 30 consecutive trading days.

On October 8, 2012 we announced that we initiated a full redemption for all of the all outstanding 6.5% senior unsecuredconvertible bonds on November 27, 2012 at their principal amount, together with accrued but unpaid interest. The Noticeof Redemption for the Notes was sent to all registered holders on October 8, 2012. Bondholders could exercise their rightto convert their Bonds into ordinary shares ultimately on November 20, 2012. This proposal for redemption resulted in a fullconversion of convertible notes into 9,074,396 common shares.

Conversion optionThe conversion component of the subordinated notes qualifying as a liability was measured at fair value. The fair values forthese options were determined using a Black-Scholes option valuation model.

Debt issuance costsThe fees incurred for the issuance of the convertible subordinated notes are included as debt issuance costs in theConsolidated Balance Sheet and amortized by the effective interest method as interest expense during the economic life ofthe debts. Upon the conversion of the 6.50% convertible unsecured notes the balance of the unamortized debt issuancecosts impaired, an amount of €2,209 was recognized as loss from early extinguishment of debt in the ConsolidatedStatement of Operations for the year 2012.

19- Shareholders’ Equity

Common shares, preferred and financing preferred sharesThe authorized capital of the Company amounts to 110,000,000 shares of €0.04 par value common shares, 118,000 sharesof €40 par value preferred shares and 8,000 shares of €40 par value financing preferred shares, of which 63,095,986common shares, no preferred and no financing preferred shares were outstanding as at December 31, 2012. All perDecember 31, 2012 outstanding common shares ware fully paid. All shares have one vote per €0.04 par value. Treasuryshares held by the Company cannot be voted on.



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Financing preferred shares are designed to allow ASMI to finance equity with an instrument paying a preferred dividend,linked to EURIBOR loans and government loans, without the dilutive effects of issuing additional common shares.

Preferred and financing preferred shares are issued in registered form only and are subject to transfer restrictions.Essentially, a preferred or financing preferred shareholder must obtain the approval of the Company’s Supervisory Board totransfer shares. If the approval is denied, the Supervisory Board will provide a list of acceptable prospective buyers who arewilling to purchase the shares at a cash price to be fixed by consent of the Supervisory Board and seller within two monthsafter the approval is denied. If the transfer is approved, the shareholder must complete the transfer within three months, atwhich time the approval expires.

Preferred shares are entitled to a cumulative preferred dividend based on the amount paid-up on such shares. Financingpreferred shares are entitled to a cumulative dividend based on the par value and share premium paid on such shares. Thepreferred dividend on the amount paid-up was €5 for the year 2009, since 2009 no preferred dividend was paid.

In the event preferred shares are issued, the Management Board must, within two years after such preferred shares wereissued, submit to the general meeting a proposal to annul the preferred shares. On May 14, 2008, 21,985 preferred shareswere issued to Stichting Continuïteit ASM International (“Stichting”). The amount paid-up by Stichting was €220, which isthe equivalent of one/fourth of the nominal value of the preferred shares. On May 14, 2009 the Annual Meeting ofShareholders resolved to cancel the outstanding preferred shares and to reissue an option to Stichting Continuïteit toacquire preferred shares.

During 2008, ASM engaged Lehman Bros (“Lehman”). to repurchase ordinary ASMI shares on the Euronext and Nasdaqmarkets on behalf of ASMI. As of September 15, 2008, at the time it went into bankruptcy administration, Lehman reportedthat it had purchased and held on our behalf 2,552,071 shares, which were accounted for as treasury sharesaccordingly. ASM filed a submission with the Lehman administrators giving notice of the shares held in custody byLehman. At ASMI’s May 2009 Annual General Meeting, our shareholders resolved to cancel all of these treasury shareswhich, accordingly, was accounted for in our 2009 Annual Report as a reduction of the number of outstanding shares.Lehman was notified of the cancellation of shares at the time.

In September 2010, Lehman’s administrators notified us that there is a possible shortfall in the number of shares held byLehman of 479,279 shares (out of the 2,552,071 shares), which cannot currently be accounted for by Lehman. During 2011we received further information based on which we conclude that the possible shortfall in the number of shares held byLehman is now reduced to 246,983 shares.

The Lehman administrators also reported a segregated collateral cash account of US$6,759, that ASMI may be entitled toin the absence of the shares. We have not been able to obtain additional information to confirm and understand thepotential shortfall of shares or our ability to recover the US$6,759 from the Lehman bankruptcy proceedings in lieu of theshares. Accordingly, we are uncertain at this time as to the accuracy of the shortfall of shares, our ability to claim thecollateral cash sum to cover the value of any such discrepancy, and our entitlement to all or a portion of such sum whendistributions are determined and made by the administrator since there is likely to also be a shortfall in Lehman assetssubject to proprietary rights. Given the magnitude of the overall Lehman administration, we believe it may take severalyears to obtain clarity or resolution about the potential shortfall or claim to cash. ASMI is in the process of filing a claim withthe Lehman administrators to safeguard our interests.

Considering the factual and legal uncertainties, it is premature to conclude that the 246,983 shares should still beconsidered as outstanding or that ASMI has a US$6,759 receivable from Lehman. ASMI has, therefore, neither reversedthe cancellation of these shares that we recorded in 2009, nor recorded a receivable from Lehman. If the shares would beconsidered as outstanding, the negative impact on our basic and diluted earnings per share (EUR 1) as at December 31,2012 would have been €0.001 and €0.001 respectively per share.

Retained earningsDistributions to common shareholders are limited to the extent the total amount of shareholders’ equity exceeds theamounts of nominal paid-in share capital (exclusive any share premium) and any reserves to be formed pursuant to law orthe Company’s articles of association. The amounts are derived from the Statutory Financial Statements of ASMInternational NV.

Results on dilution of investments in subsidiaries are accounted for directly in equity. For 2012 and 2011 these dilutiongains were €7,284 and €5,266 respectively.



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Accumulated other comprehensive lossThe changes in the amount of accumulated other comprehensive loss are as follows:

Foreigncurrency

translationeffects

Unrealized gains(losses) onderivative

instruments,net of tax

Unrecognizedpension

obligations,net of tax Total

Balance January 1, 2011 (33,687) 13 (565) (34,239)Foreign currency translation effect on translation offoreign operations 13,357 — — 13,357Increase in fair value of derivative instruments, net oftax — (13) — (13)Actuarial loss — — 744 744Total change in accumulated other comprehensiveloss 13,357 (13) 744 14,088

Balance December 31, 2011 (20,330) — 179 (20,151)Foreign currency translation effect on translation offoreign operations (6,994) — — (6,994)Actuarial loss — — (1,797) (1,797)Total change in accumulated other comprehensiveloss (6,994) — (1,797) (8,791)

Balance December 31, 2012 (27,324) — (1,618) (28,942)

Purchases of Equity Securities by the Issuer and Affiliated PurchasersOn May 15, 2012, the General Meeting of Shareholders authorized the Company, for an 18-month period, to be calculatedfrom the date of the General Meeting, to repurchase its own shares up to the statutory maximum, at a price at least equal tothe shares’ nominal value and at most a price equal to 110% of the share’s average closing price according to the listing onthe Euronext Amsterdam stock exchange during the five trading days preceding the purchase date.

Per March 15, 2013, 1,500,000 shares were bought back under the authorization of May 15, 2012.

The maximum of shares that may yet be purchased under the program takes into account the treasury shares held by theCompany (at December 31, 2012 there were no treasury shares held) and the maximum number of common shares whichthe Company can hold according to its Articles of Association. This maximum is 10% of the number of common sharesissued.

20- Employee Benefits

Pension plans

Front-end

For the Front-end segment the Company has retirement plans covering substantially all employees. The principal plans aredefined contribution plans, except for the plans of the Company’s operations in the Netherlands and Japan.

Multi-employer planThe Company’s employees of the Front-end segment in the Netherlands, approximately 179 employees, participate in amulti-employer union plan ,“Bedrijfstakpensioenfonds Metalektro”, (“PME”) determined in accordance with the collectivebargaining agreements effective for the industry in which ASMI operates. This collective bargaining agreement has noexpiration date. This multi-employer union plan covers approximately 1,220 companies and 150,000 contributing members.ASMI’s contribution to the multi-employer union plan is less than 5.0% of the total contribution to the plan as per the annualreport for the year ended December 31, 2012. The plan monitors its risks on a global basis, not by company or employee,



and is subject to regulation by Dutch governmental authorities. By law (the Dutch Pension Act), a multi-employer union planmust be monitored against specific criteria, including the

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coverage ratio of the plan assets to its obligations. This coverage ratio must exceed 104.25% for the total plan. Everycompany participating in a Dutch multi-employer union plan contributes a premium calculated as a percentage of its totalpensionable salaries, with each company subject to the same percentage contribution rate. The premium can fluctuateyearly based on the coverage ratio of the multi-employer union plan. The pension rights of each employee are based uponthe employee’s average salary during employment.

ASMI’s net periodic pension cost for this multi-employer union plan for any period is the amount of the required contributionfor that period. A contingent liability may arise from, for example, possible actuarial losses relating to other participatingentities because each entity that participates in a multi-employer union plan shares in the actuarial risks of every otherparticipating entity or any responsibility under the terms of a plan to finance any shortfall in the plan if other entities cease toparticipate.

The coverage ratio of the multi-employer union plan increased to 93.9% as of December 31, 2012 (December 31, 2011:90.0%). Because of the low coverage ratio PME prepared and executed a so-called “Recovery Plan” which was approvedby De Nederlandsche Bank, the Dutch central bank, which is the supervisor of all pension companies in the Netherlands.Due to the low coverage ratio and according the obligation of the “Recovery Plan” the pension premium percentage is24.0% in both 2013 and 2012. The coverage ratio is calculated by dividing the plan assets by the total sum of pensionliabilities and is based on actual market interest.

The Company accounts for the multi-employer plan as if it were a defined contribution plan as the manager of the plan,PME, stated that its internal administrative systems do not enable PME to provide the Company with the requiredCompany-specific information in order to account for the plan as a defined benefit plan. The Company's net periodicpension cost for the multi-employer plan for a fiscal period is equal to the required contribution for that period.

Defined benefit planThe Company’s employees of the Front-end segment in Japan participate in a defined benefit plan. The most recentactuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at December 31,2012. The present value of the defined benefit obligation and the related current service cost and passed service cost weremeasured using the Projected Unit Credit Method.

The funded status of the plan and the amounts not yet recognized in the Consolidated Statement of Operations and theamounts recognized in the Consolidated Balance Sheet are as follows:

December 31,

2011 2012

Defined benefit obligations (9,485) (8,357)Fair value of plan assets 4,090 4,794Funded status/(deficit) (5,395) (3,563)

The changes in defined benefit obligations and fair value of plan assets are as follows:

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December 31,

2011 2012

Defined benefit obligationsBalance January 1 8,805 9,485

Current service cost 664 731Interest on obligation 107 121Actuarial losses (gains) (53) (436)Benefits paid (176) (423)Curtailment and settlement (630) —Foreign currency translation effect 768 (1,121)

Balance December 31 9,485 8,357

Fair value of plan assetsBalance January 1 3,189 4,090

Expected return on plan assets 103 144Actuarial losses (gains) (219) 52Company contribution 852 1,544Benefits paid (176) (423)Foreign currency translation effect 341 (613)


The net periodic benefit cost consists of the following:

December 31,

2010 2011 2012

Current service cost 629 664 731Interest on obligation 139 107 121Expected return on plan assets (77) (103) (144)Amortization deferred actuarial loss 1 6 46Amortization of past service cost — (12) (55)Net periodic pension benefit cost 692 662 699

The actual return on plan assets was €(116) and €196 for the years ended December 31, 2011 and 2012 respectively.

The assumptions in calculating the actuarial present value of benefit obligations and net periodic benefit cost are as follows:

December 31,

2010 2011 2012

Discount rate for obligations 1.25% 1.25% 1.55%Expected return on plan assets 3.00% 3.00% 3.00%Expected rate of compensation increase 2.93% 2.93% 2.93%

The allocation of plan assets is as follows:

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December 31,

2011 2012

Equity 940 23% 1,087 23%Bonds 2,488 61% 2,957 62%Loans 368 9% 463 10%Real estate 66 2% 72 2%Other 228 6% 215 4%

4,090 100% 4,794 100%

The investment strategy is determined based on an asset-liability study in consultation with investment advisers and withinthe boundaries given by regulatory bodies for pension funds. Equity securities consist primarily of publicly traded Japanesecompanies and common collective funds. Publicly traded equities are valued at the closing prices reported in the activemarket in which the individual securities are traded (level 1). Common collective funds are valued at the published price(level 1) per share multiplied by the number of shares held as of the measurement date.

Fixed income (bonds and loans) consists of corporate bonds, government securities and common collective funds.Corporate and government securities are valued by third-party pricing sources (level 2). Common collective funds arevalued at the net asset value per share (level 2) multiplied by the number of shares held as of the measurement date.

Real estate fund and other values are primarily reported by the fund manager and are based on valuation of the underlyinginvestments(level 3) which include inputs such as cost, discounted cash flows, independent appraisals and market basedcomparable data.

The plan assets do not include any of the Company’s shares.

Back-endFor the Back-end segment the ASMPT has retirement plans covering a substantial portion of its employees. The principalplans are defined contribution plans.

The plans for employees in Hong Kong are registered under the Occupational Retirement Schemes Ordinance (“ORSOScheme”) and a Mandatory Provident Fund Scheme (“MPF Scheme”) established under the Mandatory Provident FundSchemes Ordinance in December 2000. The assets of the schemes are held separately from those of ASMPT in fundsunder the control of trustees. The ORSO Scheme is funded by monthly contributions from both employees and ASMPT atrates ranging from 5% to 12.5% of the employee’s basic salary, depending on the length of services with ASMPT. Formembers of the MPF Scheme, ASMPT contributes 5% of relevant payroll costs to the MPF Scheme subject only to themaximum level of payroll costs amounting to HK$25,000 per employee, which contribution is matched by the employees.

The employees of ASMPT in Mainland China, Singapore and Malaysia are members of state managed retirement benefitschemes operated by the relevant governments. ASMPT is required to contribute a certain percentage of payroll costs tothese schemes to fund the benefits. The only obligation of ASMPT with respect to these schemes is to make the specifiedcontributions. The assets of the schemes are held separately from those of ASMPT in funds under the control of trustees,and in the case of Singapore and Malaysia, by the Central Provident Fund Board of Singapore and Employee ProvidentFund of Malaysia respectively.

Certain ASM AS (the former SEAS) entities operate funded defined benefits pension scheme for all their qualifiedemployees. Pension benefits provided by ASM AS Entities are currently organized primarily through defined benefit pensionplans which cover virtually all German employees and certain foreign employees of ASM AS entities. Furthermore, ASM ASentities provide other post-employment benefits, which consist of transition payments and death benefits to Germanemployees after retirement. These predominantly unfunded other post-employment benefit plans qualify as defined benefitplans. Defined benefit plans determine the entitlements of their beneficiaries. An employee’s final benefit entitlement atregular retirement age may be higher than the fixed benefits at the reporting date due to future compensation or benefitincreases. The net present value of this ultimate future benefit entitlement for service already rendered is represented bythe Defined Benefit Obligation (“DBO”), which is calculated with consideration of future compensation increases by



actuaries. The DBO is calculated based on the projected unit credit method and reflects the net present value as of thereporting date of the accumulated pension

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entitlements of active employees, former employees with vested rights and of retirees and their surviving dependents withconsideration of future compensation and pension increases.

In the case of unfunded plans, the recognized pension liability is equal to the DBO adjusted by unrecognized past servicecost. In the case of funded plans, the fair value of the plan assets is offset against the benefit obligations. The net amount,after adjusting for the effects of unrecognized past service cost, is recognized as a pension liability or prepaid pensionasset.

December 31,

2011 2012

Defined benefit obligations (22,303) (33,987)Fair value of plan assets 21,364 27,035Funded status/(deficit) (939) (6,952)


December 31,

2011 2012

Defined benefit obligationsBalance January 1 — 22,303

Obligation assumed in the acquisition of SEAS 22,305 —Current service cost 1,502 1,691Interest on obligation 898 1,095Past service costs — 104Actuarial losses (gains) (2,662) 8,532Benefits paid (26) (55)Transfers (65) 85Contribution participants 89 222Foreign currency translation effect 262 10


Fair value of plan assetsBalance January 1 — 21,364

Fair value of plan assets at completion date of acquisition of SEAS 22,199 —Expected return 673 853Actuarial (losses) gains (1,646) 2,981Contribution participants 89 222Contribution employer — 1,615Foreign currency translation effect 49 —


The actual return on plan assets was €973 for the year ended December 31, 2011 and €3,834 for the year endedDecember 31, 2012.



The investment strategy is determined based on an asset-liability study in consultation with investment advisers and withinthe boundaries given by regulatory bodies for pension funds. Equity securities consist primarily of publicly tradedcompanies and common collective funds. Publicly traded equities are valued at the closing prices reported in the activemarket in which the individual securities are traded (level 1). Common collective funds are valued at the published price(level 1) per share multiplied by the number of shares held as of the measurement date.

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Fixed income (bonds and loans) consists of corporate bonds, government securities and common collective funds.Corporate and government securities are valued by third-party pricing sources (level 2). Common collective funds arevalued at the net asset value per share (level 2) multiplied by the number of shares held as of the measurement date.

Real estate fund and other values are primarily reported by the fund manager and are based on valuation of the underlyinginvestments(level 3) which include inputs such as cost, discounted cash flows, independent appraisals and market basedcomparable data.


The assumptions in calculating the actuarial present value of benefit obligations and net periodic benefit cost are as follows:

December 31,

2011 2012

Discount rate for obligations 5.25% 3.50%Expected return on plan assets 4.00% 3.50%Expected rate of compensation increase 2.26% 2.25%


December 31,

2011 2012

Equity 3,418 16% 5,677 21%Fixed income and corporate bonds 17,519 82% 20,817 77%Cash and other assets 427 2% 541 2%

21,364 100% 27,035 100%


Other post-employment benefit plans ASMPT

Employees who joined ASM Assembly Systems GmbH & Co. KG , a subsidiary located in Germany, on or before30 September 1983, are entitled to transition payments and death benefits. In respect of the transition payments for the firstsix months after retirement, participants receive the difference between their final compensation and the retirement benefitspayable under the corporate pension plan. Employees of the Group in France are entitled to retirement indemnity plans asrequired by the French labor laws.

The reconciliation of the funded status of the other post-employment benefit plans to the amount recognized in theconsolidated statement of financial position per December 31, 2012 is as follows:

Defined benefit obligation (unfunded) 1,634

The reconciliation of the changes in the benefit obligation for the other post-employment benefits for the year endedDecember 31, 2012 is as follows:

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December 31,

2011 2012


Current service cost 63 45Interest on obligation 65 69Actuarial losses / (gains) (174) 372Benefits paid (18) (181)Transfers — (85)Foreign currency translation effect 8 —


The components of the principal pension benefit plans and the other post-employment benefit plans recognized in theconsolidated statement of operations in respect of these defined benefit plans and other post-employment benefits for yearended December 31, 2012 are as follows:

December 31, 2011 December 31, 2012Principaldefinedbenefitplans

Other post-employment

benefitplans Total

Principaldefinedbenefitplans


benefitplans Total

Current service cost (1,502) (63) (1,565) (1,691) (45) (1,736)Interest on obligation (897) (65) (962) (1,095) (69) (1,164)Past service cost — — — (104) — (104)Expected return on plan assets 673 — 673 853 — 853Net periodic pension benefit cost (1,726) (128) (1,854) (2,037) (114) (2,151)

Other retirement benefit obligations ASMPT

The consolidated statement of financial position also includes liabilities for other retirement benefit obligations consisting ofliabilities for severance payments in Italy and Austria amounting to €353 as at December 31, 2012 (2011: €317).

Retirement plan costs for ASMI consolidated

ASMI expects to contribute €4,525 to the defined benefit plan in 2013. The Company expects to pay benefits for yearssubsequent to December 31, 2012 as follows:

Front-endsegment

Back-endsegment Total

2013 250 168 4182014 254 143 3972015 307 227 5342016 431 321 7522017 451 400 851

Aggregate for the years 2018-2022 3,495 4,259 7,754Total 5,188 5,518 10,706



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Retirement plan costs for ASMI consolidated consist of the following:

December 31,

2010 2011 2012

Defined contribution plans 10,423 15,990 16,952Multi-employer plans 1,207 1,111 1,420Defined benefit plans 673 1,844 2,779Total retirement plan costs 12,303 18,945 21,151

The Company does not provide for any significant post-retirement benefits other than pensions.

Employee Stock Option Plan

The Company has adopted various stock option plans and has entered into stock option agreements with variousemployees. Under these plans, employees may purchase a specific number of shares of the Company’s common stock.Options are priced at market value in euro or US dollars on the date of grant.

In 2011 a new Stock Option Plan was adopted. In the new plan to limit potential dilution, the amount of outstanding (vestedand non-vested) options granted to the Management Board and to other employees will not exceed 7.5% of the issuedordinary share capital of ASMI. The new Stock Option Plan 2011 consists of two sub-plans: the ASMI Stock Option Plan foremployees (ESOP) and the ASMI Stock Option for members of the Management Board (MSOP).

A leading principle of the option plans is that options are issued to employees and Management Board members once perannum as at 31 December of the relevant year, this includes the possible grant to newly hired employees. The number ofoptions outstanding under the option plans or under any other plan or arrangement in aggregate may never exceed 7.5% ofASMI’s share capital. This is in accordance with the ASMI Remuneration Policy.

By resolution of the AGM of 15 May 2012 the formal authority to issue options and shares was allocated to theManagement Board subject to the approval of the Supervisory Board. This authority is valid for 18 months and needs to berefreshed annually by the AGM to allow the continued application of the SOPS beyond 15 November 2013. The ESOP isprincipally administered by the Management Board and the MSOP is principally administered by the Supervisory Board.This complies with applicable corporate governance standards. However, the Supervisory Board has no power to representthe Company. For external purposes the Management Board remains the competent body under both SOPS. The SOPSenvisage that the Supervisory Board, or—in the case of the ESOP—the Management Board with the approval of theSupervisory Board, will determine the number of options to be granted to the Management Board members and toemployees as of 31 December of any financial year (the Grant date).

For employees and existing Management Board members the Grant Date for all options granted is 31 December of therelevant year. In each of these situations the three year Vesting Period starts at the Grant Date. The exercise price in euroof all options issued under the SOPS is determined on the basis of the market value of the ASMI shares in as at (i.e.immediately prior to) the Grant Date.

The exercise period is 4 years starting at the 3rd anniversary of the vesting date.

At December 31, 2012, options to purchase 1,396,005 shares have been issued under the 2011 Stock Option Planrepresenting 2.2% of the shares outstanding per December 31, 2012. Under previous plans no more options to purchaseshares can be issued. Under the various stock option plans a total of 2,325,088 options to purchase common stock wereoutstanding at December 31, 2012, expiring at various dates through 2019. The number of options outstanding atDecember 31, 2011 and 2012 were 1,835,067 and 2,325,088 respectively.

The following is a summary of changes in options outstanding:

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Number ofoptions

Weightedaverageexerciseprice in

US$

Numberof

options

Weightedaverageexerciseprice in €

Balance January 1, 2010 822,900 19.00 927,258 14.89Options granted 42,000 35.01 64,500 22.53Options forfeited (35,700) 19.73 (67,185) 16.97Options exercised (143,140) 16.83 (165,110) 13.12

Balance December 31, 2010 686,060 20.40 759,463 15.74Options granted — — 687,114 22.33Options forfeited (1,080) 16.65 — —Options exercised (169,870) 19.10 (126,620) 14.82

Balance December 31, 2011 515,110 20.83 1,319,957 19.08Options granted — — 708,891 27.04Options forfeited (29,400) 20.63 (44,500) 15.49Options exercised (85,310) 20.42 (59,660) 15.08

Balance December 31, 2012 400,400 20.94 1,924,688 22.22

The weighted average fair values of employee stock options granted in US dollars were US$17.02 in 2010. The weightedaverage fair values of employee stock option granted in Euro were €13.94 in 2010, €10.43 in 2011 and €12.27 in 2012.

The weighted average remaining contractual life of the outstanding options granted in 2012 is 7 years at December 31,2012.

The total intrinsic value of options exercised was €2,322, €4,307 and €2,220 for the years ended December 31, 2010, 2011and 2012 respectively. In 2010, 2011 and 2012 new shares have been issued for the exercise of 308,250 options, 296,490options and 144,970 options respectively.

On December 31, 2012 options outstanding and options exercisable classified by range of exercise prices are:

Options outstanding Options exercisableRange ofexerciseprices

Numberoutstanding

Weighted averageremaining

contractual life

Weightedaverage

exercise priceNumber

exercisable

Weightedaverage

exercise price

In US$ In years In US$ In US$

1.00-10.00 50,000 6.13 7.50 18,000 7.4110.00-15.00 66,500 3.21 11.94 41,420 11.8415.00-20.00 30,900 4.54 18.35 18,500 17.9820.00-30.00 211,000 4.08 24.54 117,400 25.1230.00-40.00 42,000 4.00 35.01 16,800 35.01US$1.00-40.00 400,400 4.22 20.94 212,120 21.18

In € In years In € In €

1.00-10.00 11,200 0.89 7.90 6,000 7.7910.00-15.00 130,500 3.07 12.65 127,060 12.6915.00-20.00 378,983 3.43 16.27 218,383 17.0020.00-25.00 655,614 6.00 22.33 — —20.00-30.00 748,391 6.84 27.01 15,800 26.50

€1.00-30.00 1,924,688 5.59 22.22 367,243 15.77



At December 31, 2012, the aggregate intrinsic value of all options outstanding and all options exercisable is €14,160 and€5,681 respectively.

The cost relating to employee stock options is measured at fair value on the grant date. The fair value was determinedusing the Black-Scholes option valuation model with the following weighted average assumptions:

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December 31,

2011 2012

Expected life (years) 7 7Risk free interest rate 3.51% 3.28%Dividend yield 0.32% 0.64%Expected volatility 40.9% 41.98%

The grant date fair value of the stock options is expensed on a straight-line basis over the vesting period, based on theCompany’s estimate of stock options that will eventually vest. The impact of the true up of the estimates is recognized in theconsolidated statement of operations in the period in which the revision is determined. We recorded compensationexpenses of €2,526, €1,872 and €3,242 for 2010, 2011 and 2012 respectively.

Employee Share Incentive Scheme ASMPT

In 1989, the shareholders of ASMPT approved a plan to issue up to 5.0 percent of the total issued shares of ASMPT todirectors and employees. This plan was extended in 1999 for a term up to March 23, 2010. At the annual general meetingof the ASMPT held on 24 April 2009, the shareholders approved to extend the period of the Scheme for a term of a further10 years up to March 23, 2020 and allow up to 7.5% of the issued share capital of ASMPT from time to time (excluding anyshares subscribed for or purchased pursuant to the Scheme since 23 March 1990) to be subscribed for or purchasedpursuant to the Scheme during such extended period and that no more than 3.5% of the issued share capital of ASMPTfrom time to time (excluding any shares subscribed for or purchased pursuant to the Scheme since 23 March 1990) to besubscribed for or purchased pursuant to the Scheme for the period from 24 March 2010 to 23 March 2015.

The directors annually may approve an amount of supplemental compensation to the designated directors and officers,which will be used to issue or purchase ASMPT’s common shares for the designees at current market value.

On 21 March 2012, the directors resolved to grant, and the Company granted, a total of 1,950,300 shares (the “2012Incentive Shares”) in the Company to certain employees and members of the management of the Group upon expiration ofthe defined qualification period. The vesting period of such grant, which is the qualification period, was from 21 March 2012to 15 December 2012.

On 28 March 2012 (the “Adoption Date”), a Share Award Scheme was adopted by the Company to establish a trust tosubscribe and purchase shares of the Company for the benefit of employees and members of the management of theGroup under the Employee Share Incentive Scheme. The scheme is valid and effective for a period of 8 years commencingfrom the Adoption Date. Pursuant to the rules of the scheme, the Company has appointed a trustee, Law Debenture Trust(Asia) Limited, for purpose of administering the scheme and holding the awarded shares. As a result of such Share AwardScheme, 328,000 shares (the “2012 Awarded Share”) was allocated from the 2012 Incentive Shares as the 2012 AwardedShares

On December 15, 2012, 1,607,400 common shares of ASMPT were issued, for cash at par value of HK$.10 per share,pursuant to the Employee Share Incentive Scheme of ASMPT and 14,900 shares were forfeited and unallocated byASMPT. 328,000 shares of the 2012 Awarded Shares were vested on the same date.

In 2010 and 2011, respectively 1,726,900 and 1,518,100 ASMPT shares were issued to certain directors and employeesunder the plan. The effect of this transaction on ASMI was a dilution of its ownership interest in ASMPT of 0.21% in 2012,0.19% in 2011 and 0.23% in 2010. The shares issued under the plan in 2012 have diluted ASMI’s ownership in ASMPT to51.96% as of December 31, 2012.

The fair value of the 2012 Incentive shares granted was determined with reference to the market value of the shares at thegrant date taking into account the expected dividends as the employees are not entitled to received dividends paid duringthe vesting period, while for the 2012 Awarded Shares, its fair value was determined with reference to the cost of purchasefrom the market included transaction costs, which is not significantly differenct from the fair value at the grant date.



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Total compensation expenses related to the Employee Share Incentive Scheme of respectively €11,375 in 2010, €11,580 in2011 and €19,823 in 2012 were charged to the Consolidated Statement of Operations.

.

The fair value of the 2012 Incentive shares granted was determined with reference to the market value of the shares at thegrant date taking into account the expected dividends as the employees are not entitled to received dividends paid duringthe vesting period, while for the 2012 Awarded Shares, its fair value was determined with reference to the cost of purchasefrom the market included transaction costs, which is not significantly differenct from the fair value at the grant date.

21- Commitments and ContingenciesCapital leases included in property, plant and equipment are as follows:

December 31,

2011 2012

Machinery and equipment 3,953 3,485Furniture and fixtures 389 344

4,342 3,829Less accumulated depreciation (4,075) (3,829)

267 —

At December 31, 2012 operating leases having initial or remaining non-cancelable terms in excess of one year are asfollows:

Operatingleases

2013 21,4302014 17,5482015 12,3562016 8,5392017 5,424

Years thereafter 7,229Total 72,526

Aggregate rental expense for operating leases was €10,173 in 2010, €22,335 in 2011 and €24,661 in 2012. AtDecember 31, 2012 the Company had entered into purchase commitments with suppliers in the amount of €141,908 forpurchases, of which €139,221 for purchases within the next 12 months. Commitments for capital expenditures atDecember 31, 2012 were €10,552.

Change of Control Transaction

Pursuant to our 1997 settlement agreement with Applied Materials, as amended and restated in 1998, if we desire to effecta change of control transaction, as defined in the settlement agreement which generally involves our Front-end operationsand not our holdings in ASMPT, with a competitor of Applied Materials, we must first offer the change of control transaction



to Applied Materials on the same terms as we would be willing to accept from that competitor pursuant to a bona fide arm’s-length offer made by that competitor.

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22- Litigation and Environmental MattersThe Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmentaland pollution control laws and regulations. As is the case with other companies in similar industries, the Company facesexposure from actual or potential claims and legal proceedings. Although the ultimate disposition of legal proceedingscannot be predicted with certainty, it is the opinion of the Company’s management that the outcome of any claim which ispending or threatened, either individually or on a combined basis, will not have a material effect on the financial position ofthe Company, its cash flows and result of operations.

23- Financial Instruments and Risk Management

Financial Instruments

Financial instruments include:

Financial assets:

December 31,

2011 2012

Cash and cash equivalents 390,250 290,475Pledged cash deposits 20,000 20,000Accounts receivable 330,891 304,840Investments 1,044 278Derivative instruments designated in cash flow hedges — 145

Financial liabilities:

December 31,

2011 2012

Notes payable to banks 40,680 61,675Accounts payable 157,549 151,761Current portion of long-term debt 4,332 6,316Long-term debt 15,319 12,632Convertible subordinated debt 135,078 —Derivative instruments designated in fair value hedges 1,764 —

Gains or losses related to financial instruments are as follows:


2011 2012

Interest income 2,902 1,989Interest expense (13,497) (12,113)Accretion interest expense convertible notes at amortized value (4,401) (4,469)Loss resulting from early extinguishment of debt (824) (2,209)Result from investments — (766)Revaluation conversion option (4,378) —Losses Foreign currency exchange, net 7,040 (3,957)Addition to allowance for doubtful accounts receivable (356) (2,825)



Fair value is the price that would be received to sell an asset pr paid to transfer a liability in an orderly transaction betweenmarket participants at the measurement date. ASMI uses the following fair value hierarchy, which prioritizes the inputs tovaluation techniques used to measure fair value into three levels and bases the categorization within the hierarchy upon thelowest level of input that is available and significant

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to the fair value measurement:

Level 1. Quoted prices in active markets that are accessible at the measurement date for identical assets andliabilities.

Level 2. Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similarassets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can becorroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair valueof the assets or liabilities.

There were no transfers between levels during the years ended December 31, 2012 and December 31, 2011.

The following table presents the Company’s financial assets and financial liabilities that are measured at fair value on arecurring basis.

At carrying valueAt fair value

Level 1 Level 2 Level 3 Total

December 31, 2011Liabilities:Derivative financial instruments 1) 1,764 — 1,764 — 1,764Total 1,764 — 1,764 — 1,764December 31, 2012Assets:Derivative financial instruments 1) 145 — 145 — 145Total 145 — 145 — 145

1) Derivative financial instruments consist of forward foreign exchange contracts.

The valuation technique used to determine the fair value of forward foreign exchange contracts (used for hedging purposes)approximates the Net Present Value technique which is the estimated amount that a bank would receive or pay to terminatethe forward foreign exchange contracts at the reporting date, taking into account current interest rates and currentexchange rates.

Financial Risk Factors

ASMI is exposed to a number of risk factors: market risks (including foreign exchange risk and interest rate risk), credit riskand liquidity risk. The Company uses forward exchange contracts to hedge its foreign exchange risk. The Company doesnot enter into financial instrument transactions for trading or speculative purposes.

Foreign Exchange Risk

ASMI and its subsidiaries conduct business in a number of foreign countries, with certain transactions denominated incurrencies other than the functional currency of the Company (euro) or one of its subsidiaries conducting the business. Thepurpose of the Company’s foreign currency management is to manage the effect of exchange rate fluctuations onrevenues, costs and cash flows and assets and liabilities denominated in selected foreign currencies, in particulardenominated in US dollar.

We use forward exchange contracts to hedge its foreign exchange risk of anticipated sales or purchase transactions in thenormal course of business, which occur within the next twelve months, for which the Company has a firm commitment froma customer or to a supplier. The terms of these contracts are consistent with the timing of the transactions being hedged.The hedges related to forecasted transactions are designated and documented at the inception of the hedge as cash flow



hedges, and are evaluated for effectiveness quarterly. The effective portion of the gain or loss on these hedges is reportedas a component of accumulated other comprehensive loss in Shareholders’ Equity, and is reclassified into earnings whenthe hedged transaction affects earnings.

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The majority of revenues and costs of the Company’s Back-end segment are denominated in Hong Kong dollars, ChineseYuan and US dollars. The effect of exchange rate fluctuations on revenues, costs and cash flows and assets and liabilitiesdenominated in foreign currencies is periodically reviewed.

Changes in the fair value of derivatives that do not qualify for hedge treatment, as well as the ineffective portion of anyhedges, are recognized in earnings. The Company records all derivatives, including forward exchange contracts, on thebalance sheet at fair value in other current assets or accrued expenses. If the underlying transaction being hedged fails tooccur, or if a portion of any derivative is ineffective, the gain or loss is immediately recognized in earnings under foreigncurrency exchange gains (losses) in the Consolidated Statement of Operations. Hedge ineffectiveness was insignificant forthe years ended December 31, 2011 and December 31, 2012.

Furthermore, the Company might manage the currency exposure of certain receivables and payables using derivativeinstruments, such as forward exchange contracts (fair value hedges) and currency swaps, and non-derivative instruments,such as debt borrowings in foreign currencies. The gains or losses on these instruments provide an offset to the gains orlosses recorded on receivables and payables denominated in foreign currencies. The derivative instruments are recorded atfair value and changes in fair value are recorded in earnings under foreign currency exchange gains (losses) in theConsolidated Statement of Operations. Receivables and payables denominated in foreign currencies are recorded at theexchange rate at the balance sheet date and gains and losses as a result of changes in exchange rates are recorded inearnings under foreign currency exchange gains (losses) in the Consolidated Statement of Operations.

To the extent that exchange rate fluctuations impact the value of the Company’s investments in its foreign subsidiaries, theyare not hedged. The cumulative effect of these fluctuations is separately reported in Consolidated Shareholders’ Equity.Reference is made to Note 19.

The outstanding forward exchange contracts are as follows:

CurrencyNotionalamount

Fairvalue

Included inaccumulated

othercomprehensiveincome (loss)

Euro Euro

December 31, 2011LiabilitiesFair value hedge contracts:

Short position US$ (56,975) 1,764 —December 31, 2012Assets:Fair value hedge contracts:

Short position US$ (27,100) (145) —

For forward exchange contracts, market values based on external quotes from banks have been used to determine the fairvalue.

The following table analyzes the Company’s sensitivity to a hypothetical 10% strengthening and 10% weakening of the USdollar, Singapore dollar, Hong Kong dollar and Japanese yen against the euro as of December 31, 2011 and December 31,2012. This analysis includes foreign currency denominated monetary items and adjusts their translation at year end for a10% increase and 10% decrease of the US dollar, Singapore dollar, Hong Kong dollar or Japanese yen against the euro. Apositive amount indicates an increase in equity. Recognized in equity is the revaluation effect of subsidiaries denominatedin US dollar, Singapore dollar, Hong Kong dollar and Japanese yen.

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Impact on equity

2011 2012


A hypothetical 10% strengthening or 10% weakening of any currency other than the US dollar, Hong Kong dollar, Singaporedollar and Japanese yen against the euro as of December 31, 2011 and December 31, 2012 would not result in a materialimpact on equity.

The following table analyzes the Company’s sensitivity to a hypothetical 10% strengthening and 10% weakening of the USdollar, Hong Kong dollar and Japanese Yen against the euro at average exchange rates for the years 2011 and 2012. Apositive amount indicates an increase in net earnings.

Impact on net earnings

2011 2012

10% increase of Japanese yen versus euro (519) 92310% decrease of Japanese yen versus euro 519 (923)10% increase of US dollar versus euro 1,887 91510% decrease of US dollar versus euro (1,887) (915)10% increase of Hong Kong dollar versus euro 14,392 3,63010% decrease of Hong Kong dollar versus euro (14,392) (3,630)

A hypothetical 10% strengthening or 10% weakening of any currency other than the US dollar, Hong Kong dollar and theJapanese yen against the euro at average exchange rates for the years 2011 and 2012 would not result in a materialimpact on net earnings.

Interest Risk

We are exposed to interest rate risk primarily through our borrowing activities. The Company does not enter into financialinstrument transactions for trading or speculative purposes or to manage interest rate exposure. At December 31, 2012 theCompany had €18,948 in long-term debt at fixed interest rates and €61,675 in other borrowings with variable short-terminterest rates. A hypothetical change in the average interest rate by 10% on the portion of the Company’s debt bearinginterest at variable rates would not result in a material change in interest expense at December 31, 2011 and December 31,2012 borrowing levels.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cashequivalents, accounts receivable and derivative instruments. These instruments contain a risk of counterparties failing todischarge their obligations. We monitor credit risk and manages credit risk exposure by type of financial instrument byassessing the creditworthiness of counterparties. We do not anticipate nonperformance by counterparties given their highcreditworthiness.

The Company’s customers are semiconductor device manufacturers located throughout the world. We perform ongoingcredit evaluations of our customers' financial condition. We take additional measures to mitigate credit risk when considered



appropriate by means of down payments, letters of credit. We generally do not require collateral or other security to supportfinancial instruments with credit risk.

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Concentrations of credit risk (whether on or off-balance sheet) that arise from financial instruments exist for groups ofcustomers or counterparties when they have similar economic characteristics that would cause their ability to meetcontractual obligations to be similarly affected by changes in economic or other conditions.

The Company derives a significant percentage of its revenue from a small number of large customers. The Company’slargest customer accounted for approximately 8.8% of net sales in 2012 (2011: 6.4%; 2010: 5.2%) and the ten largestcustomers accounted for approximately 31.6% of net sales in 2012 (2011: 27.9%; 2010: 27.9%). Sales to these largecustomers also may fluctuate significantly from time to time depending on the timing and level of purchases by thesecustomers. Significant orders from such customers may expose the Company to a concentration of credit risk anddifficulties in collecting amounts due, which could harm the Company’s financial results. At December 31, 2012 onecustomer accounted for 6.5% of the outstanding balance in accounts receivable (2011: 4.5%; 2010: 6.0%).

We invest our cash and cash equivalents in short-term deposits and derivative instruments with high-rated financialinstitutions. We only enter into transactions with a limited number of major financial institutions that have high credit ratingsand we closely monitor the creditworthiness of our counterparties. Concentration risk is mitigated by limiting the exposure toa single counterparty.

The maximum credit exposure is equal to the carrying values of cash and cash equivalent and accounts receivable.

Liquidity Risk

The following table summarizes the Company’s contractual obligations as at December 31, 2012 aggregated by type ofcontractual obligation:

TotalLess than

1 year1-3

years3-5

yearsMore than

5 years


Purchase commitments to suppliers 141,908 139,221 2,687 — —Capital expenditure commitments 10,553 10,273 280 — —

Unrecognized tax benefits (ASC 740) 22,511 22,511 — — —Total contractual obligations 342,681 263,360 46,938 15,566 16,817__________________

(1) Including accrued interest based on the percentages at the reporting date.

Total short-term lines of credit amounted to €337,567 at December 31, 2012. The amount outstanding at December 31,2012 was €61,675 and the undrawn portion totaled €275,893. The undrawn portion includes the standby revolving creditfacility of €150,000 with a consortium of banks. The facility, available through July 31, 2015, is secured by a portion of theCompany’s shareholding in ASMPT. The undrawn portion includes €61,675 for ASMPT, which amount is restricted to beused only in the operations of ASMPT.

The Company uses notes payable to banks to manage short term liquidity and uses long-term debt and convertiblesubordinated debt to manage long term liquidity.

For the majority of purchase commitments, the Company has flexible delivery schedules depending on the marketconditions, which allows the Company, to a certain extent, to delay delivery beyond originally planned delivery schedules.

24- Research and DevelopmentResearch and Development consists of the following:



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2010 2011 2012

Research and development expenses 79,331 130,153 150,118Research and development grants and credits (546) (753) (899)Total research and development expenses 78,785 129,400 149,219

The Company’s operations in the Netherlands, Germany and the United States receive research and development grantsand credits from various sources. The research and development grants and credits received from governmental sources inthe Netherlands include a credit which is contingently repayable to the extent the Company recognizes sales of products towhich the credit is related within an agreed upon period. The Company does not recognize a liability on the ConsolidatedBalance Sheet in respect of this credit until it recognizes sales of products to which the credit is related, within the agreedupon period and is then charged to cost of sales when such sales are recorded. The repayment amounts to 4.0% of therealized sales of these products.

With the disposal of our RTP business in 2009 the liability has been transferred to Levitech BV, the vehicle in which themanagement buy-out has been constructed. ASM International NV participates for 20% in Levitech BV. With the disposal ofour RTP business we have licensed our RTP portfolio of 61 issued patents and 11 pending patents to Levitech BV.

25- Restructuring expensesIn the fourth quarter of 2012 we started a cost reduction program in our Front-end operation. We are reducing headcount inour manufacturing organization in Singapore with 110 people. Related to these actions, an amount of €0.9 million inrestructuring expenses was recorded in 2012.

In 2009 ASMI started the implementation of a major restructuring in the Front-end segment (PERFORM!). The maincomponents of the Company’s accelerated execution plans are:

• The consolidation of our global Front-end manufacturing operations from Europe, the United States and Japan,into our Front-end manufacturing operations in Singapore by the end of 2010. This will be achieved by completingthe previously announced transfer from Almere, the Netherlands, which was finalized during 2009; the phasingout the manufacturing operation in Phoenix, Arizona, in the first half of 2010; and by transferring manufacturingfrom Nagaoka, Japan, no later than the fourth quarter of 2010.

• The reduction of selling, general and administration expenses by making fundamental changes in our globalsupport infrastructure. This includes a significant simplification and streamlining of our warehousing operationsand the further strengthening of the global sales & service organization which was created last year.

• The leveraging of research and development and our product portfolio by reprioritization of strategic programs inorder to maximize their potential.

The following table summarizes the aggregated restructuring expenses by type:


2010 2011 2012

Employee related expenses 4,534 — 891Contract termination related expenses 779 — —Transition expenses 3,806 — —Other expenses 2,082 — —

Total restructuring expenses 11,201 — 891

Related to these execution plans, an amount of €11.2 million in restructuring expenses was recorded in 2010. Theseexpenses were mainly costs for severance packages, retention costs, provisions for vacancy and other costs related to thetransition of activities to Singapore.



26- Income TaxesThe components of earnings (loss) before income taxes and Non-controlling interest consist of:

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2010 2011 2012

The Netherlands (48,177) (3,450) (70,263)Other countries 333,639 356,305 136,994Earnings before income taxes and Non-controlling interest 285,462 352,855 66,731

The income tax expense consists of:


2010 2011 2012

Current:The Netherlands (505) (494) (110)Other countries (38,342) (64,684) (26,337)

(38,847) (65,178) (26,447)Deferred:

The Netherlands — — —Other countries (4,092) 28,486 147

Income tax expense (42,939) (36,692) (26,300)

The provisions for income taxes as shown in the Consolidated Statements of Operations differ from the amounts computedby applying the Netherlands statutory income tax rates to earnings before taxes. A reconciliation of the provisions forincome taxes and the amounts that would be computed using the Netherlands statutory income tax rates is set forth asfollows:


2010 2011 2012

Earnings before income taxes and Non-controlling interest 285,462 352,855 66,731Netherlands statutory income tax rate 25.5% 25.0% 25.0%Income tax provision at statutory rate (72,793) (88,214) (16,683)Non-deductible expenses (8,250) (8,228) (6,508)Foreign taxes at a rate other than the Netherlands statutory rate 24,198 12,983 (2,699)Valuation allowance (3,698) 17,991 (14,876)Non-taxable income 18,536 30,156 4,887Other 1 (932) (1,380) 9,579Income tax expense (42,939) (36,692) (26,300)

1) Other for 2012 consist of tax credits €3,163 and unwinding of temporary differences in the current year for which nodeferred tax was recognized in prior years €5,549.

Included in non-taxable income for 2012 is €3,244 regarding the Company’s manufacturing operations in Singapore andother countries where income covering certain products is non-taxable or subject to concessional tax rates under taxincentive schemes granted by the local tax authority. The majority of these tax incentive schemes have terms ending byDecember 31, 2020.

On May 29, 2006 and June 8, 2009 the Singapore Economic Development Board (“EDB”) granted Pioneer Certificates toASM Front End Manufacturing Singapore Pte Ltd (“FEMS”, a principal subsidiary of the Group,) to the effect that profitsarising from certain manufacturing activities by FEMS of Front End equipment will in principle be exempted from tax for a



period of 10 years effective from dates ranging between April 1, 2005 and July 1, 2008, subject to fulfillment of certaincriteria during the period.

On July 12, 2010, the EDB granted a Pioneer Certificate to ASM Technology Singapore Pte Limited (“ATS”), a principalsubsidiary of the Group, to the effect that profits arising from certain products will be exempted from tax for a period of 10years effective from dates ranging between June 1, 2010 and January 1, 2012 across specified

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products, subject to fulfillment of certain criteria during the period. EDB had also granted a 5 year Development andExpansion Incentive (DEI) to ATS to the effect that the profits arising from certain existing products shall be subject aconcessionary tax rate of 10% for a period of 5 years from January 1, 2011, subject to the fulfillment of certain criteriaduring the period.

On the same date, the EDB also granted ATS an International Headquarters (“IHQ”) Award to the effect that certain incomearising from qualifying activities conducted by ATS, excluding income from business transactions with companies or endcustomers in Singapore, shall be subject to concessionary tax rate of 5% for a period of 10 years from January 1, 2011,subject to fulfillment of certain criteria during the period.

The Netherlands statutory tax rate amounted to 25.5% in 2010. For 2011 and 2012 this rate was 25.0%. Taxation for otherjurisdictions is calculated at the rates prevailing in the relevant jurisdictions. The Company’s deferred tax assets andliabilities have been determined in accordance with these statutory income tax rates.

Deferred income taxes developed as follows:

January 1,2011 Acquisitions Reclassifications

Consolidatedstatement ofoperations Equity

Exchangedifferences

December31, 2011

Deferred tax assets:Reserves and allowances 7,020 255 163 3,860 (337) (546) 10,415Net operating losses 153,407 7,038 — (74,935) — 1,210 86,720Depreciation 2,331 (1,164) — (801) — (3) 363Other 1,216 (12,302) — 18,438 — (961) 6,391

Gross deferred tax assets 163,974 (6,173) 163 (53,438) (337) (300) 103,889Less: valuation allowance (149,600) — 73,010 — 123 (76,467)Net deferred tax assets 14,374 (6,173) 163 19,572 (337) (177) 27,422Deferred tax liabilities: (322) (13,295) (163) 8,914 — 485 (4,381)

Net deferred income taxes 14,052 (19,468) — 28,486 (337) 308 23,041



Exchangedifferences

December31, 2012

Deferred tax assets:Reserves and allowances 10,415 — 3,985 4,928 1,730 (736) 20,322Net operating losses 86,720 — — (2,303) — (939) 83,478Depreciation 363 — 508 1,478 — (89) 2,260Other 6,391 — (6,525) 1,345 28 (127) 1,112Gross deferred tax assets 103,889 — (2,032) 5,448 1,758 (1,891) 107,172Less: valuation allowance (76,467) — (180) (6,442) — (161) (83,250)Net deferred tax assets 27,422 — (2,212) (994) 1,758 (2,052) 23,922Deferred tax liabilities: (4,381) — 2,212 1,142 — 39 (988)

Net deferred income taxes 23,041 — — 148 1,758 (2,013) 22,934

Deferred tax assets and liabilities are classified in the consolidated balance sheet as follows:

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December 31,

2011 2012

Deferred tax assets—current 14,350 17,967Deferred tax assets—non-current 13,072 5,955Deferred tax liabilities—current (3,513) (36)Deferred tax liabilities—non-current (868) (952)

23,041 22,934

Based on tax filings, ASMI and its individual subsidiaries have net operating losses available at December 31, 2012 of€318,477 for tax return purposes to reduce future income taxes, mainly in Europe. The Company believes that realization ofits net deferred tax assets is dependent on the ability of the Company to generate taxable income in the future. Given thevolatile nature of the semiconductor equipment industry, past experience, and the tax jurisdictions where the Company hasnet operating losses, the Company believes that there is currently insufficient evidence to substantiate recognition ofsubstantially all net deferred tax assets with respect to net operating losses. Accordingly, a valuation allowance of €76,467in 2011 and €83,250 in 2012 has been recorded.

The amounts and expiration dates of net operating losses for tax purposes are as follows:

Expiration year

Total of netoperating lossesfor tax purposes

Net operatinglosses for whichdeferred taxassets arerecognized

2013 16,309 —2014 37,607 —2015 — —2016 — —2017 47,429 —2018 47,293 —2019 35,905 —2020 147 —2021 60,564 1492022-2028 — —2029 22,374 —2030 3,689 —Unlimited 47,160 80Total 318,477 229

The Company has not provided for deferred foreign withholding taxes, if any, on undistributed earnings of its foreignsubsidiaries. At December 31, 2012 the undistributed earnings of subsidiaries, subject to withholding taxes, wereapproximately €82,596. These earnings could become subject to foreign (withholding) taxes if they were remitted asdividends and / or if the Company should sell its interest in the subsidiaries.

Consistent with the provisions of ASC 740, as of December 31, 2012, ASMI has a liability of unrecognized tax benefits of€22.5 million. A reconciliation of the beginning and ending balance of the liability for unrecognized tax benefits is as follows:

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Balance January 1, 2010 15,663Gross increases—tax positions in current year 3,230Foreign currency translation effect 1,164

Balance December 31, 2010 20,057Gross increases—tax positions in current year 950Foreign currency translation effect 742

Balance December 31, 2011 21,749Gross increases—tax positions in current year 1,157Foreign currency translation effect (395)

Balance December 31, 2012 22,511

Unrecognized tax benefits mainly relate to transfer pricing positions, operational activities in countries where the Companyis not tax registered and tax deductible costs. The Company estimates that no interest and penalties are related to theseunrecognized tax benefits. In the year ended December 31, 2012, no settlement with tax authorities and no reduction as aresult of a lapse of statute of limitations occurred.

Unrecognized tax benefits of would, if recognized, impact the Company’s effective tax rate. The Company provided for theamount of €22,511 reflecting managements best estimate to mitigate possible impact in case of an unfavorable outcome.The unrecognized tax benefits are classified in the consolidated balance sheet under “accrued expenses and other” andare covered with purchased tax certificates which are classified in the consolidated balance sheet under “other currentassets”.

A summary of open tax years by major jurisdiction is as follows:

Jurisdiction

Japan 2009-2012

Hong Kong 2006-2012

The Netherlands 2011-2012

Singapore 2006-2012

United States 1997-2012

South Korea 2007-2012

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws.The Company’s estimate for the potential outcome of any unrecognized tax benefits is highly judgmental. Settlement ofunrecognized tax benefits in a manner inconsistent with the Company’s expectations could have a material impact on theCompany’s financial position, net earnings and cash flows. The Company is subject to tax audits in its major taxjurisdictions, local tax authorities may challenge the positions taken by the Company.

27- Disclosures about Segments and Related InformationThe Company organizes its activities in two operating segments, Front-end and Back-end. Operating segments arereported in a manner consistent with the internal reporting provided to the Chief Executive Officer (“CEO”), which is thechief operating decision maker (according to ASC 280).

The Front-end segment manufactures and sells equipment used in wafer processing, encompassing the fabrication steps inwhich silicon wafers are layered with semiconductor devices. The segment is a product driven organizational unitcomprised of manufacturing, service, and sales operations in Europe, the United States, Japan and Southeast Asia.

The Back-end segment manufactures and sells equipment and materials used in assembly and packaging, encompassingthe processes in which silicon wafers are separated into individual circuits and subsequently assembled, packaged andtested. The segment is organized in ASM Pacific Technology Ltd., in which the Company holds a majority of 51.96%



interest, whilst the remaining shares are listed on the Stock Exchange of Hong Kong. The segment’s main operations arelocated in Hong Kong, the People’s Republic of China, Singapore, Malaysia and Germany.

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Year Ended December 31, 2010Net sales to unaffiliated customers 293,356 929,544 1,222,900Gross profit 114,624 434,954 549,578Result from operations 15,954 312,686 328,640Interest income 615 605 1,221Interest expense (15,677) — (15,677)Loss resulting from early extinguishment of debt (3,609) — (3,609)Accretion interest expense convertible notes (6,010) — (6,010)Revaluation conversion option (19,037) — (19,037)Foreign currency exchange gains (losses), net (1,809) 1,744 (65)Income tax expense (6,106) (36,833) (42,939)Net earnings (loss) (35,679) 278,202 242,523Allocation of net earnings (loss):

Shareholders of the parent 110,639Non-controlling interest 131,884

Capital expenditures 17,653 85,320 102,974Net purchase of other intangibles 43 582 625Depreciation property, plant and equipment 8,930 21,700 30,630Amortization of other intangible assets 2,338 397 2,735Depreciation evaluation tools at customers 2,477 — 2,477Cash and cash equivalents 142,420 197,874 340,294Capitalized goodwill 11,193 39,622 50,815Other intangible assets 6,089 715 6,804Other identifiable assets 281,076 535,129 816,204Total assets 440,777 773,340 1,214,117Total debt 215,681 — 215,681Headcount in full-time equivalents 1 1,450 15,249 16,699__________________

(1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.

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Year Ended December 31, 2011Net sales to unaffiliated customers 456,065 1,178,270 1,634,334Gross profit 172,318 398,308 570,626Result from operations 62,581 304,869 367,450Interest income 976 1,925 2,902Interest expense (13,142) (354) (13,497)Loss resulting from early extinguishment of debt (824) — (824)Accretion interest expense convertible notes (4,401) — (4,401)Revaluation conversion option (4,378) — (4,378)Foreign currency exchange gains (losses), net 8,296 (2,692) 5,604Income tax expense (4,581) (32,111) (36,692)Net earnings (loss) 44,527 271,637 316,164Allocation of net earnings:


Capital expenditures 16,369 72,849 89,218Net purchase of other intangibles 6,141 910 7,051Depreciation property, plant & equipment 9,162 30,823 39,985Depreciation evaluation tools at customers 2,518 — 2,518Amortization of other intangible assets 2,655 1,815 4,471Impairment of property, plant and equipment — (8,038) (8,038)Cash and cash equivalents 228,114 162,136 390,250Capitalized goodwill 11,193 40,939 52,131Other intangible assets 9,643 5,133 14,776Other identifiable assets 336,090 788,973 1,125,063Total assets 585,040 997,181 1,582,221Total debt 162,464 32,946 195,409Headcount in full-time equivalents 1 1,631 14,563 16,194___________________


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Year Ended December 31, 2012Net sales to unaffiliated customers 370,409 1,047,658 1,418,067Gross profit 124,531 315,898 440,429Result from operations 539 87,717 88,256Interest income 1,015 974 1,989Interest expense (11,381) (732) (12,113)Loss resulting from early extinguishment of debt (2,209) — (2,209)Accretion interest expense convertible notes (4,329) (140) (4,469)Revaluation conversion option — — —Foreign currency exchange gains (losses), net (3,050) (907) (3,957)Result on investments (766) — (766)Income tax expense (8,965) (17,335) (26,300)Net earnings (loss) (29,146) 69,577 40,431Allocation of net earnings:


Capital expenditures 21,973 46,189 68,162Net purchase of other intangibles 2,042 2,588 4,630Depreciation property, plant & equipment 10,968 36,829 47,797Depreciation evaluation tools at customers 3,799 — 3,799Amortization of other intangible assets 4,071 2,793 6,864Cash and cash equivalents 145,061 145,414 290,475Capitalized goodwill 11,649 40,239 51,888Other intangible assets 9,049 4,866 13,915Other identifiable assets 334,399 808,829 1,143,228Total assets 500,158 999,348 1,499,506Total debt — 80,623 80,623Headcount in full-time equivalents 1 1,636 15,768 17,404__________________


There are no inter-segment transactions, other than charges for management services, which are based on actual cost.The accounting policies used to measure the net earnings and total assets in each segment are identical to those used inthe Consolidated Financial Statements. The measurement methods used to determine reported segment earnings areconsistently applied for all periods presented. There were no asymmetrical allocations to segments.

Geographical information is summarized as follows:

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Europe

UnitedStates ofAmerica Japan

SoutheastAsia Corporate Consolidated

Year ended December 31, 2010Net sales to unaffiliated customers 76,235 112,863 90,394 943,408 — 1,222,900Long-lived assets 1,978 9,395 19,409 167,020 135 197,937Total assets 40,470 85,065 92,547 839,720 156,315 1,214,117Capital expenditures 186 7,059 5,388 90,279 62 102,974Purchase of intangible assets — — — 607 17 624Year ended December 31, 2011Net sales to unaffiliated customers 338,065 185,943 96,697 1,013,629 — 1,634,334Long-lived assets 16,021 13,110 18,273 212,605 171 260,180Total assets 406,586 131,498 120,717 733,571 189,849 1,582,221Capital expenditures 7,425 8,429 1,559 71,720 85 89,218Purchase of intangible assets 29 779 635 1,378 4,230 7,051Year ended December 31, 2012Net sales to unaffiliated customers 255,795 197,566 59,385 905,321 — 1,418,067Long-lived assets 17,587 22,567 17,313 217,849 120 275,436Total assets 473,561 128,484 71,838 717,986 107,637 1,499,506Capital expenditures 7,098 12,837 4,947 43,280 — 68,162Purchase of intangible assets 1,732 437 72 997 1,392 4,630

Long-lived assets for the years ended December 31, 2010, 2011 and 2012 consist of the Company’s property, plant andequipment.

28- Selected Operating Expenses and Additional InformationPersonnel expenses for employees were as follows:

December 31,

2010 2011 2012

Wages and salaries 236,746 318,944 353,437Social security 17,402 42,622 47,124Pension expenses 12,303 18,945 21,151

266,451 380,511 421,712

The average number of employees, exclusive of temporary workers, by geographic area during the year was as follows:

December 31,

2010 2011 2012

The Netherlands 170 167 178Other European countries 139 993 1,057United States of America 358 468 594Southeast Asia 13,389 15,716 15,300Japan 197 181 203

14,253 17,525 17,332



29- Earnings per Share

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Basic net earnings per common share is computed by dividing net earnings by the weighted average ordinary sharesoutstanding for that period. Diluted net earnings per ordinary share reflects the potential dilution that could occur if stockoptions under the ASMI Option Plan were exercised and if convertible notes were converted, unless potential dilution wouldhave an anti-dilutive effect.

The following represents a reconciliation of net earnings and weighted average number of shares outstanding (inthousands) for purposes of calculating basic and diluted net earnings per share:

December 31,

2010 2011 2012

Net earnings used for purpose of computing basic earnings per commonshare 110,639 186,770 7,149After-tax equivalent of interest expense on convertible subordinated notes 17,670 17,670 —Net earnings used for purposes of computing diluted net earnings percommon share 128,309 204,440 7,149Basic weighted average number of shares outstanding during the year usedfor purpose of computing basic earnings per share (thousands) 52,435 55,210 56,108Dilutive effect of stock options 282 570 659Dilutive effect of convertible subordinated notes 8,777 8,902 —Dilutive weighted average number of shares outstanding 61,494 64,682 56,767Net earnings per share:

Basic net earnings from continuing operations 2.11 3.38 0.13Diluted net earnings from continuing operations 2.09 3.16 0.13

For the year ended December 31, 2012, the effect of 8,231,432 conversion rights was anti-dilutive.

For the year ended December 31, 2011, 81,500 option rights were not in the money and therefore not implicated in thedilutive effect of stock options.

For the year ended December 31, 2010, the effect of 2,630,113 conversion rights was anti-dilutive.

During 2008, ASM engaged Lehman Bros (“Lehman”). to repurchase ordinary ASMI shares on the Euronext and Nasdaqmarkets on behalf of ASMI. As of September 15, 2008, at the time it went into bankruptcy administration, Lehman reportedthat it had purchased and held on our behalf 2,552,071 shares, which were accounted for as treasury sharesaccordingly. ASM filed a submission with the Lehman administrators giving notice of the shares held in custody byLehman. At ASMI’s May 2009 Annual General Meeting, our shareholders resolved to cancel all of these treasury shareswhich, accordingly, was accounted for in our 2009 Annual Report as a reduction of the number of outstanding shares.Lehman was notified of the cancellation of shares at the time.

In September 2010, Lehman’s administrators notified us that there is a possible shortfall in the number of shares held byLehman of 479,279 shares (out of the 2,552,071 shares), which cannot currently be accounted for by Lehman. During 2011we received further information based on which we conclude that the possible shortfall in the number of shares held byLehman is now reduced to 246,983 shares

The Lehman administrators also reported a segregated collateral cash account of US$6,759, that ASMI may be entitled toin the absence of the shares. We have not been able to obtain additional information to confirm and understand thepotential shortfall of shares or our ability to recover the US$6,759 from the Lehman bankruptcy proceedings in lieu of theshares. Accordingly, we are uncertain at this time as to the accuracy of the shortfall of shares, our ability to claim thecollateral cash sum to cover the value of any such discrepancy, and our entitlement to all or a portion of such sum whendistributions are determined and made by the administrator since there is likely to also be a shortfall in Lehman assetssubject to proprietary rights. Given the magnitude of the overall Lehman administration, we believe it may take severalyears to obtain clarity or resolution about the potential shortfall or claim to cash. ASMI has filed a claim with the Lehmanadministrators to safeguard our interests.



Considering the factual and legal uncertainties, it is premature to conclude that the 246,983 shares should still beconsidered as outstanding or that ASMI has a US$6,759 receivable from Lehman. ASMI has, therefore, neither reversedthe cancellation of these shares that we recorded in 2009, nor recorded a receivable from Lehman. If the

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shares would be considered as outstanding, the negative impact on our basic and diluted earnings per share (eur 1) as atDecember 31, 2012 would have been €0.001 and €0.001 respectively per share.

30- Board RemunerationThe remuneration of members of the Management Board has been determined by the Supervisory Board.

The following table sets forth as to all current and former members of the Management Board of the Company, informationconcerning all remuneration from the Company (including its subsidiaries) for services in all capacities:

Basecompensation Bonuses Pensions

Share basedpayment

expenses 2) Other TotalManagement Board:

C.D. del Prado

2012 3) 510 177 76 398 59 1,2202011 500 339 69 182 56 1,1462010 500 559 84 365 41 1,549

P.A.M. van Bommel 1)

2012 3) 367 144 88 325 59 9832011 360 233 54 141 46 834

2010 140 150 26 71 4 391

1. For the period July 1, 2010 through August 31, 2010 at 40% and for the period September 1, 2010 throughDecember 31, 2010 full time.

2. These amounts represent the vesting expenses related to the financial year.3. A one-time crisis levy of 16% as imposed by the Dutch government amounts to EUR 175 in total. This crisis tax levy is

payable by the employer and is charged over income of employees exceeding a EUR 150 threshold in 2012. Theseexpenses do not form part of the remuneration costs mentioned.

BonusEach year, a variable cash incentive can be earned, based on achievement of specific challenging targets. These targetsare for 75% based on company financial targets and for 25% based on non-financial targets. The on-target bonuspercentage for the members of the Management Board is 75%, with a maximum pay-out of 125% of base salary.

Stock optionsThe members of the Management Board are eligible to receive stock options under the ASM International NV 2011 StockOption Plan for members of the Management Board (“plan”) in order to focus on the long term interest of the company.Stock options vest in three years subject to continued employment and expire after seven years.

Pension benefitThe members of the Management Board are offered participation of the pension plan of the industry wide pension fund(“Bedrijfstakpensioenfonds Metalektro”) for the base salary up to the predetermined ceiling. For the base salary above theceiling, the members of the Management Board are offered participation of a defined contribution plan, insured by NationaleNederlanden.

Other compensationOther compensation is covering compensation relative to use of a (company) car, a representation and expense allowance,social security premium and premium for health and disability insurance.

The following table shows the outstanding options to purchase ASM International NV common shares held by current andformer members of the Management Board, and changes in such holdings during 2012:



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Yearof

grant

OutstandingJanuary 1,

2012Grantedin 2012

Exercisedin 2012

OutstandingDecember 31,

2012Exercise

price End dateCurrent members:

C.D. del Prado 1,5 2003 20,000 — — 20,000 US$ 11.35 Feb 1, 2013

C.D. del Prado 2 2007 19,645 — — 19,645 € 19.47 May 23, 2015

C.D. del Prado 2 2008 125,000 — — 125,000 € 12.71 Mar 31, 2016

C.D. del Prado 3 2009 50,000 — — 50,000 € 15.09 Dec 31, 2017

C.D. del Prado 4 2011 75,000 — — 75,000 € 22.33 Dec 31, 2018

C.D. del Prado 4 2012 — 60,000 — 60,000 € 27.04 Dec 31, 2019

P.A.M. van Bommel 3 2010 25,000 — — 25,000 € 16.27 Aug 7, 2018

P.A.M. van Bommel 4 2011 53,000 — — 53,000 € 22.33 Dec 31, 2018P.A.M. van Bommel 4 2012 — 40,000 — 40,000 € 27.04 Dec 31, 2019Former members:

A.H. del Prado 2 2007 52,886 — — 52,886 € 19.47 May 23, 2015

J.F.M. Westendorp 2 2007 22,452 — — 22,452 € 19.47 May 23, 2015

J.F.M. Westendorp 3 2009 40,000 — — 40,000 € 15.09 Dec 31, 2017

482,983 100,000 — 582,983

1. These options are granted for a term of ten years, and became exercisable in equal parts over a five year period.2. These options are conditional. A percentage-not exceeding 150%-of the options which have been granted

conditionally will become unconditional after three years, based on the total return of the Company's shares for thethree years after the options are granted compared to the average total return of the shares of a relevant number ofcompanies which are similar to the Company during the same three-year period. The options are granted for a term ofeight years

3. These options are granted for a term of eight years, and become exercisable after a 3 year vesting period.4. These options are granted for a term of seven years and become exercisable after a 3 year vesting period.5. These options have been exercised on January 25, 2013 at a share price of €29.04.

The fair value per option of options granted to current and former members of the Management Board was €16.92 in 2010,€10.43 in 2011 and €12.27 in 2012.

In 2012 no options to purchase ASM International NV common shares were exercised and as a result no new shares wereissued for the exercise of these options.

The following table sets forth as to all current and former members of the Supervisory Board of the Company informationconcerning all remuneration (base compensation, no bonuses or pensions were paid) from the Company (including itssubsidiaries) for services in all capacities:


2011 2012

Total Total

Supervisory Board:G.J. Kramer 68 68J.M.R. Danneels 50 50H.W. Kreutzer 50 50J.C. Lobbezoo 53 53M.C.J. van Pernis 50 50U.H.R. Schumacher 50 50



321 321

The remuneration of members of the Supervisory Board has been determined by the General Meeting of Shareholders.

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No stock options have been issued to members of the Supervisory Board.

31- Share Ownership and Related Party TransactionsThe ownership or controlling interest of outstanding common shares of ASM International NV by members of theManagement Board and Supervisory Board or members of their immediate family are as follows:

December 31, 2011 December 31, 2012

Sharesowned

Percentage ofCommon shares

outstandingSharesowned


outstanding

A.H. del Prado 9,204,284 16.62% 9,204,284 14.59%C.D. del Prado (member of the ManagementBoard) 132,945 0.24% 132,945 0.21%

Stichting Administratiekantoor ASMI 2,142,039 3.87% 2,142,039 3.39%

Stichting Administratiekantoor ASMI is a trust controlled by Mr A.H. del Prado. The number of shares owned by StichtingAdministratiekantoor ASMI includes 713,000 common shares which are beneficially owned by Mr C.D. del Prado.

The Company has a related party relationship with its subsidiaries, equity accounted investees and members of theSupervisory Board and the Management Board. Related party transactions are conducted on an at arm’s length basis withterms comparable to transactions with third parties. For transactions with the Supervisory Board and the ManagementBoard see note 30 “Board Remuneration”.

The Group has no significant transactions or outstanding balances with its equity-accounted investees other than its equity-interest holdings.

32- Subsequent Events


On March 13, 2013, ASMI sold a 12% stake in ASM PT. The shares were sold in a partial secondary placement raisingproceeds of €422 million. The Company intends to distribute approximately 65% of the cash proceeds to ASMI shareholders;a proposal thereto will be placed on the agenda of the upcoming AGM scheduled for May 16, 2013. The remaining proceedswill be used to further strengthen the business of the Company. As of today, the Company continues to be the largestshareholder of ASM PT with a 40% stake.

At the Annual General Meeting of Shareholders (AGM) held in May 2012, the Company announced that it would carry outa study into the causes of the lack of recognition by the markets of the value of the combined businesses (Front-end andBack-end) of the Company. Following that announcement the Company appointed Morgan Stanley and HSBC Bank plc toact as its financial advisers and to assist the Company in carrying out the study.

The study was initiated shortly after the 2012 AGM and has recently been completed. Each of the Company's financialadvisers independently carried out an investigation involving frequent discussions with the Company's Management Boardand legal and tax advisers. The advisers also presented their findings to the Company's Supervisory Board.

No single or predominant factor was identified in causing the valuation discrepancy. However, a number of causes andcircumstances were identified as potentially influencing the valuation discrepancy, including a holding company discountrelated to the current corporate structure.

Subsequently, an analysis was conducted by the Company in close cooperation with its advisers of the various potentialcourses of action, including those suggested by shareholders. The alternatives that were investigated included a full or partialplacement or sale of the Company's stake in ASM PT, a spin-off of shares in ASM PT and several merger alternatives.

As part of this analysis, the Company has carefully considered the interests of the Company, its shareholders as well asother relevant stakeholders. The Company has also taken into account the various operational connections between



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the Front-end business and the Back-end business as well as potential accounting, legal and tax implications and executionrisks.

The Management Board and the Supervisory Board of the Company have concluded that a partial secondary placementof 8% to 12% of the Company's stake in ASM PT is the most suitable step to be taken to address the non-recognition bythe markets of the value of the combined businesses of the Company. This course of action has been chosen taking intoaccount, amongst others, equity market capacity, tax efficiency and ongoing corporate stability at ASMI and ASM PT. Thisstep provides flexibility for further action, if deemed appropriate.

The Management and Supervisory Boards of the Company have resolved to proceed with this proposed action and the boardof directors of ASM PT has expressed its support to this proposal. In addition thereto, certain major shareholders of theCompany representing approximately 27% of the total outstanding shares in the Company have been consulted in advancewith regard to this proposed action and have expressed support thereof.

The sale of the 12% stake causes ASMI's cease of control on ASMPT. According to general accepted accounting principles(both US GAAP and IFRS) the accounting of this sale consists of two separate transactions.


The first transaction, the sale, will result in a substantial gain and the deconsolidation of ASMPT in the consolidated ASMIaccounts. The purchase of the associate will, following a purchase price allocation, result in the recognition of the associateat fair value.

We are in the process of determining the financial impact, further information will be disclosed at the announcement of theQ1 2013 results.

The Company will further report on the outcome of the study at the upcoming 2013 AGM, which is scheduled to take placeon May 16, 2013.

Bankruptcy Elpida

The reorganization plan re the Elpida bankruptcy in Japan was approved by creditors and the Court in February 2013. Thecourt approval order has been appealed, subject to resolution of the appeal, the amounts we will receive regarding oursecured and unsecured claims are set and approved to be paid in installments over a seven year period. While the datesfor the installment payments are not yet finalized as they are subject to certain funding conditions, the dates are anticipatedto be set once the appeal is concluded and the installment payments to commence accordingly.

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Exhibit 1.1

ARTICLES OF ASSOCIATION OFASM INTERNATIONAL N.V.(informal translation)

having its seat in Almere, as these read after the execution of the deed of amendment of the articles of association executedon 1 August 2012 before a legal substitute for M.A.J. Cremers, civil-law notary in Amsterdam.The company is registered in the trade register under number 30037466.

Name and seatArticle 1.

1.1. The company will bear the name: ASM International N.V.

1.2. The company has its seat at Almere.

ObjectArticle 2.

The object of the company will be:

• to participate in, to finance, to co-operate with and to conduct the management of legal persons and otherenterprises, among which in particular included enterprises which have the object to produce and to trade inequipment, materials and components for the micro-electronic industry;

• to grant security for debts of group companies;

• to perform everything connected with the afore-stated or which might be conducive thereto, everything in thebroadest sense of the word.

Capital and sharesArticle 3.

The authorised capital of the company amounts to nine million four hundred forty thousand euro (EUR 9,440,000.-).

It is divided into one hundred ten million (110,000,000) ordinary shares, each having a par value of four cent (EUR 0.04),eight thousand (8,000) finance preferred shares, each having a par value of forty euro (EUR 40.-) and one hundred eighteenthousand (118,000) preferred shares, each having a par value of forty euro (EUR 40.-).

Article 4.



Where in these articles reference is made to shares and shareholders, this shall include the ordinary shares, the financingpreferred shares, the preferred shares and the holders of ordinary shares, the

SBR/6009282/10507463v1 (1)



holders of financing preferred shares and the holders of preferred shares respectively, unless the contrary is explicitly stated.

Issue of sharesArticle 5.

5.1. The general shareholders meeting - hereinafter also referred to as the general meeting - or the managing board,if so previously designated by the general meeting, will resolve to issue shares - as far as the managing board isconcerned with the approval of the supervisory board; if the managing board has been so designated, the generalmeeting may not decide to issue such number of shares as to which the designation relates as long as the designationis in force.

5.2. With the approval of the supervisory board, the corporate body authorised to issue will determine the price and thefurther terms and conditions of issue, such with due observance of the other provisions with respect thereto in thesearticles.

5.3. If the managing board is designated as being authorised to resolve to issue shares, such designation shall alsodetermine how many and what class of shares may be issued.

Such a designation shall also fix the duration of the designation, which may not exceed five years.

The designation may not be extended by more than five years on each occasion.

Unless it has been stipulated otherwise at the designation, it may not be revoked.

5.4. A previous or simultaneous approving resolution of each group of holders of shares of the same class whose rightsthe issue negatively affects will be required for the validity of a resolution of the general meeting to issue shares orto designate the managing board as corporate body authorised to issue shares.

5.5. Within eight days after a resolution of the general meeting to issue or to designate the managing board as beingauthorised to issue, a full text thereof will be deposited at the office of the Trade Register where the company hasits seat according to these articles of association.

Within eight days after the end of each quarter of the year the managing board will notify the office of the TradeRegister of each issue of shares in that quarter of the year, stating the number and class.

5.6. The provisions of paragraphs 1 up to and including 5 of this article will correspondingly apply to the granting ofrights to subscribe for shares, but will not apply to the issue of shares to someone who is exercising a previouslyacquired right to subscribe for shares.

5.7. Shares will never be issued below par, such without prejudice to the provisions of section 80, paragraph 2, Volume2 of the Dutch Civil Code.

5.8. Ordinary shares and financing preferred shares will only be issued against payment in full; preferred shares may beissued against partial payment, provided that the nominal amount mandatorily to be paid - irrespective when it hasbeen issued - should be the same for every



SBR/6009282/10507463v1 (2)



preferred share, and that when subscribing for the share at least one fourth of the nominal amount should be paid.

5.9. Payment should be made in cash to the extent that no other contribution has been agreed upon.

5.10. With the approval of the supervisory board the managing board may at any moment resolve on what day and up towhat amount further payment on non-fully paid up preferred shares should have been made.

The managing board will immediately inform the holders of preferred shares about such a resolution; between thatannouncement and the day on which the payment should have been made should be at least thirty days.

5.11. The managing board will be authorised to perform legal acts as specified in section 94, paragraph 1, Volume 2 ofthe Dutch Civil Code, provided with the prior approval of the supervisory board but without the approval of thegeneral meeting.

Issuance of preferred sharesArticle 6.

If preferred shares have been issued pursuant to a resolution to issue, or a resolution to grant a right to subscribe for sharespassed by the managing board without the prior approval of the general meeting, the managing board will be obliged toconvene a general meeting within two years after that placement to consider a proposal to repurchase or withdraw (as thecase may be) such preferred shares.

If at that meeting no resolution is passed to repurchase or withdraw (as the case may be) the preferred shares, then themanaging board will be obliged, within two years thereafter, to convene again a general meeting at which continuing proposalwill again be made.

The obligation as referred to in the previous sentence will cease to exist if said shares are no longer issued or (as the casemay be) are no longer held by another than the company.

Preferential rightArticle 7.

7.1. Without prejudice to the provisions of the third sentence of section 96a, paragraph 1, Volume 2 of the Dutch CivilCode, each holder of ordinary shares will have upon issue of ordinary shares a pre-emptive right in proportion tothe total par value of his ordinary shares.

Holders of preferred shares and financing preferred shares do not have a pre-emptive right to shares to be issued.

Holders of ordinary shares do not have a pre-emptive right to preferred shares and financing preferred shares.

7.2. In the event of a share issue there will be no pre-emptive right on shares that are issued against contribution otherthan cash.

SBR/6009282/10507463v1 (3)



7.3. The general meeting or (as the case may be) the managing board if so designated - as far as the managing board isconcerned with the approval of the supervisory board - will determine, with due observance of this article, whentaking a resolution to issue in what manner and within which period the pre-emptive right can be exercised.

The foregoing period shall be at least two weeks after the announcement referred to in the next paragraph.

7.4. The company will announce the issue with pre-emptive right and the period in which that right can be exercised inthe National Gazette (Staatscourant) and in a national distributed daily newspaper.

7.5. The pre-emptive right on ordinary shares and financing preferred shares may be limited or debarred by a resolutionof the general meeting.

In the proposal for this purpose the reasons for the proposal and the choice of the intended price of issue should beexplained in writing.

The pre-emptive right may also be limited or debarred, provided with the approval of the supervisory board, bythe managing board if the managing board by resolution of the general meeting has been designated for a certainperiod of not more than five years as being authorised to limit or debar the pre-emptive right; such a designationmay only be made if the managing board has been or is simultaneously designated as being authorised to issue, asreferred to in article 5, paragraph 1.

The designation may each time be extended for not more than five years; it will in any case cease to apply if thedesignation of the managing board as being authorised to issue, as referred to in article 5, paragraph 1, is no longerin force.

Unless it has been determined otherwise at the designation, it may not be revoked - without prejudice to theprovisions of the previous sentence.

7.6. With respect to a resolution of the general meeting to limit or debar the pre-emptive right on ordinary shares andfinancing preferred shares or to designate, as referred to in the previous paragraph, a majority of at least two thirdsof the votes cast will be required, if less than half the issued capital is represented at the meeting.

Within eight days after that resolution the managing board will deposit a full text thereof at the office of the TradeRegister referred to in article 5, paragraph 5.

7.7. At granting rights to subscribe for ordinary shares and financing preferred shares the holders of ordinary shares andthe holders of financing preferred shares will have a pre-emptive right; the provisions made afore in this article willapply correspondingly.

Shareholders do not have a pre-emptive right on shares that are issued to someone who is exercising a previouslyacquired right to subscribe for shares.

Purchase of own shares, right of pledge on own sharesArticle 8.



SBR/6009282/10507463v1 (4)



8.1. With authorisation of the general meeting and without prejudice to the other provisions of section 98 and theprovisions of section 98d, Volume 2 of the Dutch Civil Code, the managing board may have the company acquirefully paid-up shares in its own capital under onerous title.

Such an acquisition will, however, only be permitted, if:

a. the shareholders' equity of the company, less the acquisition price of the shares, is not less than the paid-up and,insofar as it concerns preferred shares, the called part of the capital, plus the reserves that pursuant to the law shouldbe kept; and

b. the total par value of the shares to be acquired and of the shares in its capital that the company holds itself or has inpledge or that are held by a subsidiary do not amount to more than half of the issued share capital.

The requirement referred to under sub a will be determined by the amount of the shareholders' equity according tothe last adopted balance sheet, less the acquisition price for shares in the capital of the company, distributions fromprofits or reserves that it and its subsidiaries became due after the date of the balance sheet and the amount of loansgranted in accordance with section 98c, paragraph 2, Volume 2 of the Dutch Civil Code.

If a financial year has expired for more than six months without the annual accounts having been adopted,acquisition according to the provisions of this paragraph will not be permitted.

At the authorisation, which shall apply for not more than eighteen months, the general meeting shall determine howmany and what class of shares may be acquired, how they may be acquired and the price range for such acquisition.

8.2. With the approval of the supervisory board, the managing board will decide to alienate the shares acquired by thecompany in its own capital.

8.3. If depositary receipts for shares in the company have been issued, such depositary receipts will be put on a par withshares for the application of the provisions of the previous paragraphs.

8.4. The company may not derive any right to distribution from shares in its own capital; it will neither derive any rightto such a distribution on shares for which it holds the depositary receipts.

When calculating the distribution of profit, the shares referred to in the previous sentence do not count unless onsuch shares or on the depositary receipts thereof a usufruct or a pledge is vested in favour of another than thecompany.

8.5. In a general meeting no vote may be cast for a share that is held by the company or by a subsidiary; neither for ashare of which one of them holds the depositary receipts.

Usufructuaries of shares that belong to the company or a subsidiary are, however, not excluded from their voting-right if the usufruct was created before the share belonged to the company or a subsidiary.

SBR/6009282/10507463v1 (5)



The company or a subsidiary may not cast a vote for a share on which it has a right of usufruct.

8.6. When determining to what extent shareholders vote, are present or represented, or to what extent the share capitalis provided or represented, shares of which the law provides that it is not possible to cast a vote for them will notbe taken into account.

8.7. The company may only accept shares which it holds in its own capital or depositary receipts thereof in pledgesubject to the provisions of section 89a, Volume 2 of the Dutch Civil Code.

Capital reductionArticle 9.

9.1. With due observance of the provisions of section 99, Volume 2 of the Dutch Civil Code the general meeting maydecide to reduce the issued share capital by withdrawing shares or by reducing the amount of the shares by way ofan amendment of the articles.

The shares to which the resolution relates will be designated and the implementation of the resolution should besettled.

Withdrawal with repayment on shares or partial repayment on shares or exemption of the obligation to pay up asreferred to in section 99, Volume 2 of the Dutch Civil Code may also be effected with respect to ordinary shares orsolely with respect to financing preferred shares, or solely with respect to preferred shares.

A partial repayment or exemption should be effected in proportion to all shares concerned of the class.

It will be permitted to deviate from the requirement of proportion with the consent of all shareholders involved.

Provided with the approval of the managing board and the supervisory board, the general meeting may resolve towithdraw with repayment all preferred shares, or all financing preferred shares irrespective by whom these are held.

9.2. If less than half the issued share capital is represented the general meeting may only pass a resolution with respectto capital reduction with a majority of at least two-thirds of the votes cast.

9.3. A resolution to reduce the issued share capital requires moreover the approval, prior thereto or simultaneously, ofevery group of holders of shares of the same class whose rights will be impaired; the provision contained in theprevious sentence will apply correspondingly to the decision-taking of a group.

9.4. The notice convening a meeting at which a resolution as referred to in this article will be taken, will state the objectof the capital reduction and the manner of implementation; the second, third and fourth paragraph of section 123,Volume 2 of the Dutch Civil Code will apply correspondingly.

Shares

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Article 10.

10.1. The shares will be registered shares.

The preferred shares will be numbered from P1 onwards, the financing preferred shares from F1 onwards.

10.2. Share certificates may be issued for ordinary shares but only then if those shares are traded on a stock exchangeand the prescriptions of that stock exchange imply that in connection with the trade share certificates should havebeen issued.

A stock exchange shall mean a stock exchange as referred to in section 86c, Volume 2 of the Dutch Civil Code.

The share certificates will be numbered in the manner as to be determined by the managing board.

10.3. Quantity receipts will be issued upon request of a shareholder for such numbers of shares as the managing boardwill determine.

Upon request of the holder a quantity receipt will be changed into single receipts up to a similar nominal amount.

10.4. The share certificates will be provided with the signature of a member of the supervisory board and a member ofthe managing board.

One or both signatures may be effected by facsimile.

One or both signatures may also be replaced by a control stamp characteristic for the company and affixed by orunder its supervision.

If not at least one signature has been placed by own hand by pen a control stamp as referred to above should beaffixed.

10.5. The company will not charge any costs for the issue and exchange of share certificates.

10.6. The share certificates will be provided with a coupon sheet, consisting of dividend coupons and a talon.

10.7. The managing board may issue duplicates in case share certificates or coupon sheets relating to ordinary shares arelost, alienated or destroyed.

The managing board may make this issue subject to conditions, among which included, to give security and to havethe applicant reimburse the costs.

By issuing a duplicate the original document will become invalid vis-à-vis the company.

The new document should show that it is a duplicate.

Shareholders' register

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Article 11.

11.1. The managing board will keep for each class of shares separately a register in which the names and addresses of theshareholders have been included stating the date on which they acquired the shares, the date of acknowledgementor service and the amount paid up on every share and the share premium paid upon every financing preferred shareat the issue.

11.2. If shares are transferred to an intermediary (intermediair) as referred to in the Wet giraal effectenverkeer ("Wge")to include these shares in a collection deposit (verzameldepot) as referred to in the Wge, or to the central institute(central instituut) as referred to in the Wge to include these shares in the giro deposit (girodepot) as referredto in the Wge, the name and address of the intermediary respectively the central institute will be entered in theshareholders' register, mentioning the date on which the shares concerned were included in a collection depositrespectively the giro deposit, the date of acknowledgement or service, as well as the amount-paid on each share.

11.3. In the register will also be included the names and addresses of those who have a right of usufruct or a right ofpledge on the shares, stating the date on which they acquired the shares, the date of acknowledgement or serviceand as far as usufructuaries are concerned whether they are entitled to the rights attached to the shares pursuant toparagraphs 2, 3 and 4 of section 88, Volume 2 of the Dutch Civil Code and if so, which, and as far as the pledgeesare concerned, that they are not entitled to the voting-right attached to the shares nor to the rights that the lawassigns to depositary receipts for shares issued with the co-operation of the company.

11.4. If a shareholder, usufructuary or pledgee gives knowledge to the company of an electronic address together withthe other data mentioned in paragraph 1 of this article to record this address in the register, this address will thenbe considered to be recorded for the purpose of receiving all notifications, announcements and statements as wellas convocations for general meetings for shareholders and usufructuaries with meeting rights by electronic means.

A notice sent by electronic means shall be readable and reproducible.

11.5. The registers will be regularly kept up to date; every discharge of liability granted for payments not yet made willalso be recorded in the registers.

Every entry in the register will be signed by a member of the managing board and a member of the supervisoryboard.

For the application of the previous sentence the facsimile of a signature will be deemed as set by own hand.

11.6. Upon request the managing board will supply a shareholder, a usufructuary and a pledgee without charge with anextract from the register with respect to his right on a share.

If on a share a right of usufruct or a right of pledge is vested, the extract will state, as far as the usufructuaries areconcerned, to which of the rights referred to in paragraphs 2, 3 and 4 of section 88, Volume 2 of the Dutch CivilCode they are entitled and as far as the pledgees are concerned, that they are not entitled to the voting-right attachedto these shares nor to

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the rights that the law assigns to depositary receipt for shares issued with the co-operation of the company.

11.7. The register of ordinary shares may consist of various volumes, which may be kept at different places.

Each of these volumes may be kept in more than one copy and at more than one place.

11.8. The managing board will deposit the registers at the office of the company for inspection by the holders of shareswho should have been entered in the register concerned, as well as by the usufructuaries of such shares who areentitled to the rights referred to in paragraph 4 of section 88, Volume 2 of the Dutch Civil Code.

The provisions made afore do not apply to the part of the register of holders of ordinary shares that is kept outsidethe Netherlands to comply with the legislation applicable there or pursuant to stock exchange requirements.

11.9. The information in the register with respect to non-paid-up preferred shares will be open for inspection byeveryone; a copy or extract of this information will be provided at not more than cost price.

11.10. Every holder of shares as well as everyone who has a right of usufruct or a right of pledge on the shares will beobliged to inform the managing board about his address.

Holders of depositary receipts, pledgeesArticle 12.

12.1. Where hereinafter in these articles reference is made to holders of depositary receipts, these will be understoodto mean holders of depositary receipts issued with the co-operation of the company and persons who pursuant tosection 88, Volume 2 of the Dutch Civil Code have the rights that the law assigns to holders of depositary receiptsof shares issued with the co-operation of the company.

12.2. It will not be possible to assign to pledgees of shares the voting-right attached to those shares.

They will not be entitled to the rights referred to in section 89, paragraph 4, Volume 2 of the Dutch Civil Code.

Convocation and noticesArticle 13.

Without prejudice to the provisions of article 7, paragraph 5 every convocation of or notice to shareholders or holders ofdepositary receipts will be made in accordance with applicable law and regulations.

Manner of transfer of sharesArticle 14.

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14.1. Unless otherwise stipulated by law the transfer of shares or the transfer of a limited right thereon requires a deedfor that purpose as well as, except in case the company itself is a party in that legal act, a written acknowledgementby the company of the transfer.

The acknowledgement will be effected in the deed or by a dated statement containing the acknowledgement on thedeed or on a notarial copy or extract thereof or one certified by the transferor.

Serving of that deed or that copy or that extract to the company will be put on a par with the acknowledgement.

If it concerns the transfer of non-fully paid-up shares the acknowledgement may only be effected if the deed has afixed date.

If for an ordinary share a share certificate has been issued, lodgement of the share certificate with the company willmoreover be required for the transfer.

If the share certificate is lodged to the company, the company may acknowledge the transfer by placing onthat share certificate an endorsement from which the acknowledgement appears or by replacing the issued sharecertificate by a new share certificate in the name of the transferee.

14.2. If a share is transferred to include it in the collection deposit, the transfer will be accepted by the intermediaryconcerned. If a share is transferred to include it in the giro deposit, the transfer will be accepted by the centralinstitute. The transfer and acceptance in the collection deposit respectively giro deposit can be effected withoutthe co-operation of the other participants in the collection deposit respectively giro deposit. Upon issue of a newshare to the central institute respectively to an intermediary, the transfer in order to include the share in the girodeposit respectively the collection deposit will be effected without the co-operation of the other participants in thecollection deposit respectively the giro deposit.

14.3. The provisions of paragraph 1 will correspondingly apply to the creation and relinquishing of a limited right on theshares.

A right of pledge may also be created without acknowledgement or serving to the company; section 239, Volume3 of the Dutch Civil Code will then apply correspondingly, which acknowledgement by or serving to the companywill be substituted for the announcement as referred to in paragraph 3 of that section.

Transfer restrictions preferred and financing preferred sharesArticle 15.

15.1. Approval of the supervisory board will be required for each transfer of preferred and financing preferred shares.

The approval will be requested in writing, at which the name and the address of the intended transferee as well asthe price or other consideration that the intended transferee is prepared to pay or to give should be announced.

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15.2. If the approval is refused, the supervisory board will be obliged to appoint simultaneously one or more prospectivebuyers who are prepared and able to purchase all the shares to which the request relates against payment in cash ata price to be fixed in mutual consultation by the transferor and the supervisory board within two months after thatappointment.

15.3. If not within three months after the company has received request for approval of the intended transfer the transferorhas received from the company a written notice with respect thereto or if a timely written refusal of approval has notsimultaneously been accompanied by the appointment of one or more prospective buyers as referred to in paragraph2, the approval for transfer will be deemed to have been granted after expiry of said period or after receipt of thenotice of refusal respectively.

15.4. If not within two months after the refusal of the approval any agreement has been reached between the transferorand the supervisory board with respect to the price referred to in paragraph 2, this price will be fixed by an expert tobe appointed by the transferor and the supervisory board in mutual consultation or, in the absence of any agreementabout this within three months after the refusal of the approval, by the chairman of the Chamber of Commerce andIndustry of the place where the company has its seat according to these articles, at request of the most willing party.

15.5. The transferor will have the right to refrain from the transfer, provided that he notifies the supervisory board ofthis in writing within one month after both the name of the appointed prospective buyer(s) and the fixed price havebeen brought to his knowledge.

15.6. In case of approval to transfer in the way of paragraph 1 or paragraph 3 the transferor will be authorised for a periodof three months after this approval to transfer all shares to which his request related to the transferee mentioned inthe request at the price mentioned by him or the consideration referred to in paragraph 1 of this article.

15.7. The costs for the company attached to the transfer may charged to the new transferee.

Usufruct and voting-rightArticle 16.

The shareholder will have the voting-right on the shares on which a usufruct has been created.

Contrary to the previous sentence the usufructuary will be entitled to the voting-right if this has been stipulated at the creationof the usufruct and the usufructuary is a person to whom the shares may be freely transferred.

If the usufructuary is a person to whom the shares, pursuant to the provisions of article 15, may not be freely transferred, hewill only be entitled to the voting-right if this has been stipulated at the creation of the usufruct and both this provision and -in case of transfer of the usufruct - the transition of the voting-right has been approved by the supervisory board.

Managing boardArticle 17.

17.1. The company will be managed by a managing board consisting of one or more members, the number to be decidedby the supervisory board.



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17.2. The supervisory board will appoint from the members of the managing board the chairman of the managing board.

17.3. The managing board will meet as often as a member of the managing board so desires.

At the meetings of the managing board every member of the managing board will cast one vote.

In case of a tie vote, the decision will be taken by the Chief Executive Officer (CEO).

17.4. Subject to the approval of the supervisory board will be decisions of the managing board with respect to:

a. the issue of shares which includes the granting of a right to subscribe for shares and to obtain shares in debenturebonds chargeable to the company or of debenture bonds chargeable to a limited partnership or a partnership firm ofwhich the company is fully liable partner;

b. cooperation to the issue of depositary receipts for shares;

c. application or the withdrawal for quotation of the securities mentioned under sub a and b in the price list of anystock exchange;

d. conclusion or cancellation of permanent cooperation of the company or a dependent company with another legalperson or company or as fully liable partner in a limited partnership or a partnership firm, if this cooperation orcancellation is of major significance to the company;

e. a participation involving a value equal to at least one-fourth of the amount of the issued share capital plus thereserves according to the balance sheet with explanatory notes of the company, by itself or by a dependent companyin the capital of another company as well as to drastically increase or reduce such a participation;

f. any investment that requires an expenditure equal to at least one-fourth part of the issued share capital plus thereserves of the company according to its balance sheet with explanatory notes;

g. a proposal to amend the articles;

h. a proposal to dissolve the company;

i. registration of bankruptcy and application for suspension of payments of debts;

j. a proposal to reduce the issued share capital.

17.5. Without prejudice to any other provisions in these articles of association, decisions of the managing board involvinga major change in the company's identity or character are subject to the general meeting's approval, including atany rate:

a. the transfer of the enterprise or practically the whole enterprise to third parties;

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b. to enter into or to terminate longstanding joint ventures of the company or a subsidiary with another legal entity orcompany or as fully liable partner in a limited partnership or a general partnership if this joint venture or terminationof such a joint venture is of a major significance for the company;

c. to acquire or dispose of a participation in the capital of a company worth at least one third of the amount of theassets according to the balance sheet with explanatory notes thereto, or if the company prepares a consolidatedbalance sheet according to such consolidated balance sheet with explanatory notes according to the last adoptedannual accounts of the company, by the company or a subsidiary.

17.6. The absence of an approval defined in paragraphs 4 and 5 of this article shall not affect the managing board's or themembers of the managing board's authority to represent the company.

Appointment, suspension and dismissal of members of the managing boardArticle 18.

18.1. The members of the managing board will be appointed by the general meeting for a term of at most four years.

Re-appointment may occur for no more than four years per term.

The general meeting appoints a member of the managing board from a binding nomination to be drawn up by thesupervisory board in accordance with section 133, Volume 2 of the Dutch Civil Code.

18.2. The general meeting may cancel the binding nature of a nomination at a meeting by an absolute majority of thevotes cast, representing at least one third of the issued share capital.

In that event the supervisory board may draw up a new binding nomination to be submitted to a subsequent generalmeeting.

Should such a second nomination also be deprived of its binding character in the manner provided for in thisparagraph, the general meeting shall be free to appoint, provided that a resolution of the general meeting to appointshall require an absolute majority of the votes cast representing at least one third of the company's issued capital.

18.3. If, however, in the meeting or the subsequent meeting referred to in paragraph 2 the required proportion of thecapital is not represented, but an absolute majority of the votes cast is in favour of a resolution to cancel the bindingnature of the nomination (as the case may be) a resolution for appointment, a new meeting shall be convened atwhich the resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of thecapital present at the meeting.

18.4. At a general meeting, votes in respect of the appointment of a member of the managing board can only be cast forcandidates named in the agenda of the meeting or explanatory notes thereto.

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18.5. Members of the managing board may at any time be suspended or dismissed by the general meeting.

A resolution to suspend or to dismiss a member of the managing board, other than in accordance with a proposalof the supervisory board, shall require an absolute majority of the votes cast representing at least one third of thecompany's issued capital.

If, however, the required proportion of the capital is not represented, but an absolute majority of the votes cast isin favour of a resolution to suspend or dismiss a member of the managing board, a new meeting shall be convenedat which the resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of thecapital present at the meeting.

18.6. A member of the managing board may at any time be suspended by the supervisory board.

18.7. Even after having been extended once or several times a suspension may not last in total any longer than threemonths, unless it has been decided to dismiss in which case that period may run until the end of the employment.

A suspension may be cancelled by the general meeting at any time.

18.8. A suspended member of the managing board will be given the opportunity to defend himself at the general meetingand to be represented thereby by a counsellor.

18.9. In case of absence or inability to act of one or more members of the managing board the remaining members or theremaining member will be temporarily entrusted with the entire management.

In case of absence or inability to act of all members of the managing board or the sole member of that board thesupervisory board will be temporarily entrusted with the management; the supervisory board will then be authorisedto appoint one or more temporary managers.

In case of absence or inability to act the supervisory board will take as soon as possible the necessary measures inorder to make a definitive arrangement.

Article 19.

19.1. The company has a policy governing the remuneration of the managing board.

The policy will be determined by the general meeting.

In this policy at least the items listed in section 383c through e, Volume 2 of the Dutch Civil Code will be takeninto consideration to the extent they apply to the managing board.

19.2. The remuneration of the members of the managing board will be determined by the supervisory board with dueobservance of the policy defined in paragraph 1 and section 135 paragraph 4, Volume 2 Dutch Civil Code.

Proxy holdersArticle 20.



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The managing board may grant one or more persons, whether or not employed by the company, a power of attorney or anotherwise continuous power to represent the company and may assign to one or more persons such a title as it will choose.

RepresentationArticle 21.

21.1. The managing board and each member of the managing board individually will be authorised to represent thecompany.

The company may also be represented by a proxy holder, with due observance, however, of the limitations set tohis power.

21.2. In all events of a conflict of interest in the meaning of section 146, Volume 2 Dutch Civil Code, the company will,subject to the approval of the supervisory board, be represented in the manner as provided in the first sentence ofthe previous paragraph, without prejudice to the last sentence of section 146, Volume 2 Dutch Civil Code.

Supervisory boardArticle 22.

22.1. The supervision on the policy of the managing board and the general course of affairs of the company and thebusiness affiliated with it will be conducted by a supervisory board consisting of at least two natural persons thenumber to be determined by the supervisory board.

22.2. The supervisory board will assist the managing board with advice.

In exercising their duties the supervisory directors will act according to the interest of the company and the businessaffiliated with it.

The managing board will provide the supervisory board in good time with the information required to exercise itsduties.

The managing board shall inform the supervisory board at least once each year in writing of the general lines of thestrategy, the general and financial risks and the management control system of the company.

Without prejudice to the provisions of the previous sentence, the managing board shall submit to the supervisoryboard for its approval:

a. the operational and financial objectives of the company;

b. the strategy designed to achieve the objectives;

c. the parameters applied in relation to the strategy, for instance in respect of the financial ratio's.

With due observance of these articles the supervisory board may draw up by-laws in which matters concerning itinternally will be regulated.



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The supervisory directors may furthermore divide their activities mutually, whether or not by means of by-laws.

22.3. The supervisory directors will be appointed by the general meeting.

The general meeting appoints a supervisory director from a binding nomination to be drawn up by the supervisoryboard in accordance with section 133, Volume 2 of the Dutch Civil Code.

22.4. The general meeting may cancel the binding nature of a nomination at a meeting by an absolute majority of thevotes cast, representing at least one third of the issued share capital.

In that event the supervisory board may draw up a new binding nomination to be submitted to a subsequent generalmeeting.

Should such a second nomination also be deprived of its binding character in the manner provided for in thisparagraph, the general meeting shall be free to appoint, provided that a resolution of the general meeting to appointshall require an absolute majority of the votes cast representing at least one third of the company's issued capital.

22.5. If, however, in the meeting or the subsequent meeting referred to in paragraph 4 the required proportion of thecapital is not represented, but an absolute majority of the votes cast is in favour of a resolution to cancel the bindingnature of the nomination (as the case may be) a resolution for appointment, a new meeting shall be convened atwhich the resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of thecapital present at the meeting.

22.6. At a general meeting, votes in respect of the appointment of a supervisory director can only be cast for candidatesnamed in the agenda of the meeting or explanatory notes thereto.

22.7. A supervisory director may at any time be suspended or dismissed by the general meeting.

A resolution to suspend or to dismiss a supervisory director, other than in accordance with a proposal of thesupervisory board, shall require an absolute majority of the votes cast representing at least one third of thecompany's issued capital.

If, however, the required proportion of the capital is not represented, but an absolute majority of the votes cast isin favour of a resolution to suspend or dismiss a supervisory director, a new meeting shall be convened at whichthe resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of the capitalpresent at the meeting.

22.8. The supervisory directors will resign periodically according to the rotation scheme drawn up by the supervisoryboard.

If necessary, the supervisory board may fix, by manner of a transitional measure, for one or more of its members ashorter period of session.



Except if a supervisory director has resigned at an earlier date, his term in office shall lapse as per the time ofclosing of the annual general meeting as referred to in article 24 paragraph 1 to be held after the lapse of four yearsafter his appointment.

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A periodically resigning supervisory director will be immediately eligible for re-appointment.

22.9. Upon a nomination to appoint a supervisory director the age, the profession of every candidate, the number of theshares held by him in the capital of the company and the positions that he occupies or has occupied insofar as ofinterest in connection with fulfilling the duty of supervisory director will be announced.

It will also be stated to which legal entities he is already engaged as supervisory director, at which, if there are anylegal entities among these that belong to the same group, the designation of that group will suffice.

The nomination to appoint or to reappoint a supervisory director shall be motivated.

In case of a reappointment the nominee's track record will be taken into consideration.

22.10. The general meeting will grant a remuneration to the supervisory directors.

Their expenses will be reimbursed.

Organisation supervisory boardArticle 23.

23.1. The supervisory board will appoint one of its members chairman; he will have the title of president of thesupervisory board.

The supervisory board may furthermore appoint from their numbers one or more delegated supervisory directorswho will be charged with maintaining a more frequent contact with the managing board; they will report about theirfindings to the supervisory board.

The offices of president of the supervisory board and delegated supervisory director can be combined.

The supervisory board will appoint a secretary - whether or not from their numbers.

23.2. The supervisory board may appoint from among its members one or more committees in order to fulfil a specifictask or assignment, to be determined upon the installation of such committee.

The supervisory board shall at least install an audit committee, a remuneration committee and a selection andappointment committee.

The remuneration committee and the selection and appointment committee may be combined in one committee.

23.3. The supervisory board will meet as often as one of its members requests so.

It will decide by an absolute majority of the votes.

In case of a tie vote the proposal will be rejected.

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23.4. Subject to the provisions of paragraph 5 the supervisory board may not pass any resolutions unless a majority ofthe members is present.

Supervisory directors may participate in meetings of the supervisory board by teleconference or similar means oftelecommunication provided that all participating supervisory directors can hear each other.

23.5. The supervisory board may also pass resolutions without convening a meeting, provided this takes place in writing,by telefax, or by electronic mail and all supervisory directors have declared to be in favour of the proposalconcerned.

23.6. If invited to do so the members of the managing board will be obliged to attend the meetings of the supervisoryboard and to give at such a meeting all information required by that board.

23.7. At the expense of the company the supervisory board may seek advice from experts in such areas as the supervisoryboard deems desirable in order to correctly perform its task.

23.8. The supervisory board may determine that one or more of its members will have access to all industrial premisesof the company and will be authorised to inspect all books, correspondence and other documents and to takecognisance of all activities that have taken place, or will be able to exercise part of these powers.

23.9. If there are temporarily one or more vacancies within the supervisory board, the acting supervisory director(s) willhave all rights and obligations assigned and imposed on the supervisory board by law and by these articles.

General meetingsArticle 24.

24.1. The annual general meeting will be held within six months after the end of the financial year.

24.2. Extraordinary meetings will be held as often as the managing board or the supervisory board deem this desirable.

24.3. Within three months after the managing board has assumed that the shareholders' equity of the company hasdropped to an amount equal to or lower than half the paid-up and called part of the capital, a general meeting willbe held to discuss the measures to be taken, if any.

Article 25.

25.1. General meetings shall be held in Zeist, in Soest, in Utrecht, in Amsterdam, in Haarlemmermeer (Schiphol), inRotterdam, in Naarden, in Bussum or in Almere.

25.2. General meetings will be convened by the managing board, by a member of the managing board, by the supervisoryboard or by a supervisory director.

The convocation will be made in accordance with applicable law and regulations.

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25.3. The convocation shall at least state (i) the subjects to be discussed (ii) the venue and time of the general meetingand (iii) the procedure to participate in the general meeting and to exercise voting rights, whether or not representedby a holder of a written proxy.

It will not be possible to pass valid resolutions which are not included in the notice and which have not beenannounced with due observance of the period stated for the convocation.

An item proposed by one or more shareholders or holders of depositary receipts, defined in article 12, which meetsthe requirements set out in section 114a, Volume 2 of the Dutch Civil Code, will be included in the convocationor announced in the same manner, provided the company receives such substantiated request or a proposal for aresolution no later than the sixtieth day before the day of the meeting.

25.4. Every holder of depositary receipts as referred to in article 12 will be authorised to attend the general meeting andto speak there but not to vote, provided that the latter does not apply to usufructuaries of shares who are entitled tothe voting-right on the shares encumbered with usufruct.

25.5. Shareholders and holders of depositary receipts may have themselves represented at the meeting by a personholding a written power of attorney.

25.6. Before being admitted to a meeting a shareholder, a holder of depositary receipts or their attorney should sign anattendance list stating his name and insofar as applicable the number of votes to which he is entitled.

If it concerns an attorney of a shareholder or a holder of depositary receipts, also the name(s) will be stated of theperson(s) on behalf of whom the attorney is acting.

25.7. If the managing board so determines and/or the law so prescribes, persons with voting rights and/or meeting rightsare considered to be those persons who on the in section 119 paragraph 2 Volume 2 of the Dutch Civil Codeprescribed day of registration (the "record date") are registered in (a) register(s) (or one or more parts thereof)designated by the managing board (the 'register'), provided that that person with voting rights and/or meeting rightsgave written notice to the company of his intention to attend the general meeting, irrespective of who at the time ofthe general meeting is a person with voting rights and/or meeting rights.

The notice must state the name and the number of shares for which the person is entitled to vote and/or to attendthe general meeting.

The record date and the notice, referred to in this paragraph, may not be determined earlier than on the earliestpossible day before the general meeting permitted by law.

The record date and that moment shall be mentioned in the notice of the meeting.

The provisions regarding the notice apply mutatis mutandis to the attorney authorised in writing of a person withvoting rights and/or meeting rights.

25.8. Convocation of the general meeting will be effected in the manner as described in article 13.



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25.9. The managing board may decide that every shareholder or holder of depositary receipts is entitled to participate in,to address and to vote in the general meeting by way of an electronic means of communication, in person or byproxy, provided the shareholder may by the electronic means of communication be identified, directly take noticeof the discussion in the meeting and participate in the deliberations.

The managing board may adopt a resolution containing conditions for the use of electronic means ofcommunication in writing.

If the managing board has made such regulation, such conditions will be disclosed with the notice convening themeeting.

Article 26.

26.1. The general meeting will be chaired by the president of the supervisory board.

If the president of the supervisory board wants somebody else to chair the meeting or if he is not present at themeeting, the supervisory directors present at the meeting will appoint one of them chairman.

In the absence of all supervisory directors the meeting will appoint itself a chairman.

The chairman will appoint the secretary.

26.2. Unless a notarial report is made of the discussions at the meeting minutes will be taken.

Minutes will be adopted and as evidence thereof signed by the chairman and the secretary of the meeting concernedor, if this has not been effected, be adopted by a next meeting; in the latter case they will be signed by the chairmanand the secretary of that next meeting as evidence of adoption.

26.3. The chairman of the meeting and furthermore every member of the managing board and every supervisory directormay at any time give order to draw up a notarial report, at the expense of the company.

26.4. The chairman will decide with respect to all disputes concerning voting, admission of persons and in general theorder at the meeting, insofar this has not been provided for by law or by these articles.

Article 27.

27.1. In the general meeting, each ordinary share gives the right to cast one vote, each preferential finance share to castone thousand votes and each preferred share to cast one thousand votes, without prejudice to the provisions inarticle 8, paragraph 5.

27.2. Blank votes and invalid votes will be deemed not to have been cast.

Article 28.

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28.1. Resolutions will be passed by an absolute majority of votes, unless these articles or the law prescribe a largermajority.

28.2. With due observance of the provision in the following sentence, the chairman will determine the manner of voting,including the option of voting in electronic form.

Voting by acclamation is possible if none of those individuals with voting rights oppose the same.

28.3. In case the votes are equal on persons who have been nominated pursuant to the provisions of article 18, paragraph1, last sentence or article 22 paragraph 3, last sentence, the first person nominated will apply as being appointed.

Meetings of holders of shares of a certain classArticle 29.

29.1. A meeting of holders of preferred shares or of financing preferred shares will be convened as often and insofar as adecision of the meeting of holders of preferred shares or of financing preferred shares desires this, and furthermoreas often as the managing board and/or the supervisory board decide(s) so.

29.2. Holders of preferred shares and of financing preferred shares respectively will have the right to attend the meetingof holders of preferred shares and of financing preferred shares respectively.

One of the members of the managing board and one of the supervisory directors will attend the meeting.

The convocation of a meeting of holders of preferred shares and of financing preferred shares respectively will bemade by letter directed to the persons meant in the previous sentences or to the extent a holder of preferred sharesand/or financing preferred shares consents thereto he/she may be notified by a legible message sent electronicallyto the address he/she has given to the company for this purpose.

The convening notice will state the subjects to be discussed.

29.3. Article 25, paragraphs 1, 2 and 5, article 26, article 27 and article 28, paragraph 2 will apply correspondingly tomeetings of holders of preferred shares and of financing preferred shares respectively.

At the meeting resolutions will be passed with an absolute majority of the votes.

In case of a tie vote there will not be effected any resolution.

29.4. At a meeting of holders of preferred shares and financing preferred shares respectively, at which the entire issuedshare capital in the form of those shares is represented, valid resolutions may be passed, provided unanimously, alsoif the requirements with respect to the place of the meeting, the manner of convocation, the period of convocationand stating at the convocation the subjects to be discussed have not been observed.

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29.5. Holders of preferred shares and financing preferred shares respectively may also pass all resolutions that they maypass at a meeting, without convening a meeting.

A resolution may only be passed without convening a meeting if all holders of preferred shares and financingpreferred shares respectively have declared in writing to be in favour of the proposal and provided the managingboard and the supervisory board have been given the opportunity to give advice about the proposal.

Financial year, annual accountArticle 30.

30.1. The financial year will coincide with the calendar year.

30.2. Annually within four months after the end of every financial year the managing board will prepare annual accounts.

The annual accounts will be accompanied by the accountant's statement described in article 31, by the annual reportand by the other information referred to in section 392, paragraph 1, Volume 2 of the Dutch Civil Code, however,as far as the other information is concerned insofar as these provisions apply to the company.

The annual accounts will be signed by all members of the managing board and all supervisory directors; if thesignature of one or more of them is absent this will be reported stating the reason therefore.

30.3. The company will see to it that the prepared annual accounts, the annual report and the other information meant inparagraph 2 will be ready at the office of the company and in Amsterdam at the place stated in the convening noticeas from the day of convocation of the general meeting intended for discussion thereof.

The shareholders and holders of depositary receipts may inspect the documents there and obtain without charge acopy thereof.

Third parties may obtain at afore-meant places a copy at cost price.

30.4. After the proposal to adopt the annual accounts by the general meeting has been addressed, the general meetingshall be presented with the proposal to grant the members of the managing board discharge for actions in respectof their management during the relevant financial year and the supervisory directors in respect of their supervisionthereon, insofar as that management is reflected in the annual accounts.

The annual accounts shall not be adopted, if the general meeting has not been able to take cognizance of theauditor's opinion referred to in article 31.

Failing the opinion referred to, the annual accounts can still be adopted subject to a statement that the opinion ismissing and the reason therefor.

AccountantArticle 31.

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31.1. The general meeting will commission a chartered accountant or another expert as referred to in section 393, firstparagraph, third sentence, Volume 2 of the Dutch Civil Code - both to be referred to hereinafter as: accountant - toaudit the annual accounts prepared by the managing board, pursuant to the provisions of section 393, paragraph 3,Volume 2 of the Dutch Civil Code.

The accountant will report about his audit to the supervisory board and to the managing board and will render theaudit in a statement.

31.2. Both the managing board and the supervisory board may grant commissions to the accountant meant in paragraph1 or to another accountant at the expense of the company.

Profit and lossArticle 32.

32.1. From profits, realised in the last completed financial year, distributions shall in the first place, if possible, be madeon the preferred shares amounting to the percentage of the obligatory amount paid-up on those shares mentionedbelow.

The percentage referred to hereinbefore is equal to the EURIBOR-rate for six months' loans - weighted to thenumber of days to which this was applicable - during the financial year over which the distribution is made,increased by one and a half.

If and insofar as the profit is insufficient to cover the distribution referred to hereinbefore in this paragraph in full,the deficit shall be chargeable to the reserves, the share premium reserve (agio reserve) created at the subscriptionfor preferential finance shares excluded.

32.2. In case of withdrawal with repayment of preferred shares, on the day of repayment a distribution will be made onthe withdrawn preferred shares, which distribution will be calculated to the extent possible in accordance with theprovisions of paragraph 1 and paragraph 3 and this according to time to be calculated on the period as from the dayon which for the last time a distribution as meant in paragraph 1 and paragraph 3 was made - or if the preferredshares have been issued after such a day: as from the day of issue - until the day of repayment.

32.3. If in any financial year the profit or the distributable reserves (as the case may be) are not sufficient to make thedistributions meant afore in this article, the provisions made afore in paragraph 1, first two sentences, and theprovisions of paragraph 4 up to and including paragraph 7 will only apply in the next financial years after the deficithas been cleared.

32.4. After application of the previous paragraphs, a dividend shall, if possible, be distributed on each preferential financeshare that is equal to a percentage calculated over the par amount, increased by the share premium amount paidupon subscription for the share, and which percentage is related to the average effective yield on governmentloans with a weighted average remaining term of no more than ten years, subject to the then prevailing marketconditions, as the managing board, subject to approval of the supervisory board, resolves to that effect, calculatedand determined in the manner indicated below.



The calculation of the percentage of the dividend for the preferential finance shares shall be done by taking thearithmetic average of the average effective yield on the loans referred

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to hereinbefore, as made by the Dutch Central Bureau of Statistics (Centraal Bureau voor de Statistiek) andpublished in the Official List (Officiële Prijscourant) of Euronext Amsterdam N.V. on the last ten days of trading,preceding the day on which the preferential finance share was issued or on which the dividend percentage isadjusted in accordance with the provisions of paragraph 5 respectively, if necessary increased or decreased by nomore than three percentage points, subject to the then prevailing market conditions, as the managing board, subjectto approval of the supervisory board, resolves to that effect.

If and insofar as the profit is insufficient to cover the distributions mentioned in paragraph 4 hereinbefore in full,the deficit shall be chargeable to the reserves, the share premium reserve (agio reserve) created at the subscriptionfor preferential finance shares excluded.

32.5. For the first time as per January first of the calendar year following on the day after eight years have lapsed since theday on which the financing preferred share was issued and each time eight years thereafter, the dividend percentageof all financing preferred shares will be adjusted to the average effective return of the government loans thenapplicable, calculated and fixed in the manner as stated in paragraph 4.

If and insofar as the profit is not sufficient to fully make the distribution meant afore in paragraph 4, the deficit willbe distributed to the charge of the reserves with the exception of the reserve that has been formed as share premiumat subscribing for financing preferred shares.

32.6. If in any financial year the profit or the distributable reserves, as the case may be, are not sufficient to make thedistributions meant afore in paragraphs 4 and 5, the provisions of paragraphs 4 and 5 and the provisions of thefollowing paragraphs will only apply in the next financial years after the deficit has been caught up with and afterthe provisions made afore in paragraphs 1 through 3 have been applied.

If the issue of a financing preferred share is effected in the course of a financial year, the dividend on that share willbe decreased on that financial year pro rata the first day of issue.

32.7. With the approval of the supervisory board the managing board will determine which part of the profit remainingafter adoption of the provisions of the previous paragraphs will be reserved.

The profit after reserving will be at the disposal of the general meeting.

32.8. If the general meeting decides to proceed to entire or partial distribution as meant in the previous paragraph, thiswill be made to the holders of ordinary shares in proportion to amount of ordinary shares they own.

32.9. The company may only make distributions to the shareholders and other persons entitled to profit eligible fordistribution insofar as its equity exceeds the amount of the paid-up and called amount of the share capital increasedwith the reserves that must be kept by virtue of the law.

The provisions of section 105, paragraph 4, volume 2, Civil Code shall be applicable to interim distributions.

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32.10. Resolutions of the general meeting to cancel reserves entirely or partially require the approval of the managingboard and the supervisory board, without prejudice to the provisions of this article with respect to distribution forwhich the reserves will be charged.

Article 33.

33.1. Distributions will be due and payable as from a day to be determined by the managing board, which may differfor distributions on ordinary shares and for distributions on preferred shares and/or financing preferred shares, butwhich day may not be later than the fourteenth day after declaration of the dividend.

33.2. Distribution of a dividend or interim dividend in cash on shares for which share certificates have been issuedand which may be traded with the co-operation of the company on a stock exchange in another country thanthe Netherlands, will be paid in the currency of the country concerned, insofar as the dividend meant is madepayable in the country concerned, unless the company is not able to do so because of government measures or othercircumstances beyond its control.

If pursuant to the provisions of the previous sentence the distribution of a dividend or an interim dividend is paidin a foreign currency, conversion of the distribution will take place at the exchange rate applicable at the stockexchange in Amsterdam on a day to be determined and to be announced by the managing board.

This day may not be set any earlier than the day on which it has been decided to distribute and not later than theday on which the distribution pursuant to the provisions of paragraph 1 of this article has been made payable.

33.3. The claims of the shareholders to distribution of dividends will be time-barred by five years.

33.4. With the approval of the supervisory board the managing board may distribute an interim dividend, however onlyinsofar there is profit in the company.

33.5. With the approval of the supervisory board and of the general meeting the managing board will be authorised todetermine that a distribution on ordinary shares will not be made in cash but in the form of ordinary shares or todetermine that holders of ordinary shares will be given the choice to receive a distribution either in cash or in theform of ordinary shares, all this insofar as the managing board has been designated pursuant to the provisions ofarticle 5 as the corporate body authorised to resolve to issue such shares, or insofar as the general meeting resolvesthereto.

With the approval of the supervisory board the managing board will establish the terms and conditions under whichsuch a choice may be made.

33.6. In case of withdrawal with repayment of financing preferred shares, a distribution will be made on the day ofrepayment on the withdrawn financing preferred shares, which distribution will be calculated as much as possiblein accordance with those shares being entitled to dividend in accordance with the provisions of paragraph 4 andparagraph 5 of article 32 and this on the period that starts (a) as per the beginning of the running financial year, ifon the day of repayment the profit over the past financial year eligible for distribution has already been determined,or (b) as per the beginning of the past financial year if on the



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day of repayment the profit over the past financial year eligible for distribution has not (yet) been determined, or(c) starts on the day of placement if it concerns financing preferred shares, since the placement of which not (yet)any determination of profit eligible for distribution has been made over the financial year in which they have beenplaced and which period will end on the day of repayment.

In case of withdrawal with repayment of financing preferred shares, on the day of repayment a distribution will bemade of the share premium paid at the issue on the share concerned in addition to the repayment of the par value.

Amendment of the articles, dissolutionArticle 34.

34.1. A resolution to amend the articles of the company or to dissolve the company may only be passed by the generalmeeting on proposal of the managing board and the supervisory board.

34.2. A copy of the proposal in which the intended amendment of the articles is literally included will be deposited forinspection by every shareholder and holder of depositary receipts at the places as referred to in article 25, paragraph3 by those who convene the general meeting simultaneously with that convocation until the end of the generalmeeting at which the resolution about the proposal will be passed.

The copies will be available without charge at afore-meant places to shareholders and holders of depositaryreceipts.

LiquidationArticle 35.

35.1. In case the company is dissolved, the liquidation will be effected with due observance of the statutory provisions.

During the liquidation the articles will remain in force to the extent possible.

35.2. After payment of all debts and the costs of the liquidation the balance of the capital of the company will be dividedas follows:

a. first to the holders of preferred shares will be paid to the extent possible the amount nominally paid on theirpreferred shares, increased with an amount equal to the percentage referred to in paragraph 1 of article 32 of theamount mandatorily paid up on the preferred shares calculated on each year or part of a year in the period startingon the day following the period on which the last dividend on the preferred shares has been paid and ending on theday of the distribution on preferred shares meant in this article;

b. then to the extent possible to the holders of financing preferred shares will be paid the amount nominally paidon their financing preferred shares, increased with the share premium paid-up on their shares at the issue thereof,increased with an amount equal to the percentage fixed in accordance with paragraph 4 and paragraph 5 of article32 on the nominal amount after that amount has been increased with the share premium paid on the share at theissue thereof;

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c. the then remaining part will be distributed to the holders of ordinary shares in proportion to the number of ordinaryshares that each of them owns.

35.3. For seven years after the liquidation the books and documents of the company will remain in the custody of theperson appointed thereto by the liquidators.

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ASM INTERNATIONAL N.V. - REMUNERATION POLICY

1. General

The objective of the remuneration policy for the members of the Management Board of ASM International N.V. ("ASMI")is to provide a remuneration system that:

(a) creates a remuneration structure that will allow ASMI to attract, reward and retain qualified executives; and

(b) provides and motivates executives with a balanced and competitive remuneration that is focused on sustainableresults and is aligned with the long term strategy of ASMI.

In determining the level and structure of the remuneration of the members of the Management Board, the Supervisory Boardshall take into account, among other things, the financial and operational results as well as non-financial indicators relevantto the long term objectives of ASMI. The Supervisory Board has performed and will perform scenario analyses to assess thatthe outcomes of variable remuneration components appropriately reflect performance and with due regard for the risks towhich variable remuneration may expose ASMI.

In determining the compensation of members of the Management Board, the Supervisory Board will take into account theimpact of the overall remuneration of the Management Board on the pay differential within ASMI.

The remuneration of the members of the Management Board consists of the following four components:

• a fixed (base) salary component;

• a variable component (annual bonus or short-term incentive);

• a long-term component (long-term incentive) in the form of stock options; and

• pension provisions and fringe benefits.

2. Fixed component

Base salaries will be determined on the basis of benchmarking comparable companies (peer group) with the assistance ofexternal advisers. Several reference points will be taken into account in this benchmark given ASMI's international naturesuch as operations in comparable geographical and industrial markets.

3. Variable component (annual bonus)



A member of the Management Board will be eligible for an annual bonus of up to 75% of the annual fixed salary for ontarget performance. The maximum annual bonus is up to 125% of the annual fixed salary in case of outperformance. Thebonus levels are set by the Supervisory Board and may vary per



member of the Management Board. A part of the bonus is related to pre-determined quantified financial targets and accountsfor 75% of the annual bonus and part of the bonus is related to non-financial / personal targets and will account for 25% ofthe annual bonus.

The targets will be set annually for the relevant year. The targets are predetermined, assessable and influenceable and aresupportive of the long term strategy of ASMI. The financial elements to be measured may change in time. Possible examplesare Net Profit and also Sales, EBIT and Free Cash Flow before Financing. If the performance on the financial targets doesnot exceed 70 % of the target level, the part of the bonus that is related to financial targets will be zero.

The non-financial targets will be determined prior to the start of the relevant year. These targets are derived from ASMI'sstrategic and organizational priorities and also include qualitative targets that are relevant to the responsibilities of theindividual Management Board member. The targets are set by the Supervisory Board. Achievement of the targets will bemeasured shortly after the end of the relevant year. Notwithstanding such measurement, if the financial performance of ASMIin the relevant year does not warrant a bonus payout, the Supervisory Board has the discretion to not pay out the part of thebonus that is related to non-financial targets.

ASMI does not disclose the actual (financial) targets as this is considered commercially/competition sensitive information.

4. Stock options

Stock options for the Management Board constitute a long term incentive. The number of options to be granted will bebased on a fair value approach up to a maximum of 100 % of the fixed salary of the relevant board member. The amount ofoptions will be determined annually by the Supervisory Board depending on the contribution to the long term developmentof ASMI and the impact of the option grant on the total remuneration of the Management Board. The Supervisory Boardshall ensure that the total remuneration of the Management Board remains within the objectives of this remuneration policyand is supportive to the long term strategy of ASMI.

In order to limit potential dilution the Supervisory Board will see to it that at any time the amount of outstanding (vestedand non-vested) options granted to the Management Board and to other employees will not exceed 7.5% of the issuedordinary share capital of ASMI. In addition, ASMI may repurchase outstanding shares in order to mitigate possible dilution.An important objective of stock options is to provide an incentive to the Management Board members to continue theiremployment relationship with ASMI and to focus on the creation of sustainable shareholder value. Therefore, the stockoptions vest after a minimum of three years of continued employment and can be exercised for a period of four years aftervesting or until 3 months after termination of employment, if earlier. Stock options will only deliver value to the ManagementBoard if, and to the extent, over this period the value of the underlying stock exceeds the exercise price of the options.

The exercise price of options will be equal to the average closing price on Euronext of ASMI shares during the five tradingdays preceding the granting of the option and including the date of granting. In principle options, if any, will be grantedfollowing the announcement of the annual and/or half- year results. Neither the exercise price of options granted nor theother conditions may be modified during the term of the options, except in so far as prompted by structural changes relatingto ASMI or its shares in accordance with established market practice.

5. Discretionary adjustments and claw back clause

In exceptional circumstances the Supervisory Board will have the discretionary authority to make adjustments to the amountof the annual bonus. If a variable component conditionally awarded in a



previous financial year would, in the opinion of the Supervisory Board, produce an unfair result due to extraordinarycircumstances during the period in which the predetermined performance criteria have been or should have been achieved,the Supervisory Board has the power to adjust the value downwards or upwards (ultimum remedium).

Furthermore, the Supervisory Board may recover from the Management Board any variable remuneration awarded on thebasis of incorrect financial or other data (claw back clause).

6. Pension arrangements and fringe benefits

The pension arrangements of the members of the Management Board consist of an industry wide pension arrangementand of supplemental arrangements with respect to the pensionable salary in excess of the maximum amount insured underthe industry wide arrangements. Generally the premium is shared between the company and the relevant individual in theproportion of 2/3rd- to 1/3rd.

With respect to pension arrangements the Supervisory Board will also benchmark against pension arrangements ofcomparable companies to ensure conformity with the market as the current arrangements of the company are considered tobe well below market average

In addition members of the Management Board are entitled to the usual fringe benefits such as a company car, expenseallowance, medical insurance, accident insurance etc.

***

Almere, 20 mei 2010



Exhibit 8.1

Subsidiaries

ASM Pacific Holding BV

ASM Pacific Technology Limited (subsidiary of ASM Pacific Holding BV)

ASM Assembly Automation Limited (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Materials Limited (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Products B.V. (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Technology Co. Limited (subsidiary of ASM Pacific Technology Limited)

ASM Pacific Assembly Products Inc. (subsidiary of ASM Pacific Technology Limited)

ASM Microelectronic Technical Services (Shanghai) Co. Limited (subsidiary of ASM Pacific Technology Limited)

ASM Pacific Technology Asia Limited (subsidiary of ASM Pacific Technology Limited)

ASM Pacific (Hong Kong) Limited (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Equipment Bangkok Limited (subsidiary of ASM Pacific Technology Limited)

ASM Semiconductor Materials (Shenzhen) Co. Limited (subsidiary of ASM Pacific Technology Limited)

ASM Technology Singapore Pte. Limited (subsidiary of ASM Pacific Technology Limited)

ASM Technology (M) Sdn. Bhd. (subsidiary of ASM Pacific Technology Limited)

ASM Technology China Limited (subsidiary of ASM Pacific Technology Limited)

ASM Technology (Huizhou) Co. Limited (subsidiary of ASM Pacific Technology Limited)

Shenzhen ASM Micro Electronic Technology Co. Limited (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Equipment (M) Sdn. Bhd. (subsidiary of ASM Pacific Technology Limited)

ASM Pacific (Bermuda) Limited (subsidiary of ASM Pacific Technology Limited)

ASM Asia Limited (subsidiary of ASM Pacific Technology Limited)

Edgeward Development Limited (subsidiary of ASM Pacific Technology Limited)

Edgeward Trading (Shenzhen) Limited (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems Management GmbH (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems GmbH & Co. KG (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems Ltd. (China) (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems UK Ltd. (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems SAS (subsidiary of ASM Pacific Technology Limited)

ASM (Assembly Systems) GmbH (Austria) (subsidiary of ASM Pacific Technology Limited)

ASM (Assembly Systems) GmbH & Co. KG (Austria) (subsidiary of ASM Pacific Technology Limited)



ASM Assembly Systems, LLC (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems, S.deR.L. de C.V. (subsidiary of ASM Pacific Technology Limited)



ASM Assembly Systems Singapore Pte Ltd (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems AB (subsidiary of ASM Pacific Technology Limited)

ASM Assembly Systems S.r.l. (subsidiary of ASM Pacific Technology Limited)

ASM America, Inc.

ASM Front-End Manufacturing Singapore Pte Limited

ASM Japan K.K.

ASM Microchemistry Oy

ASM NuTool, Inc.

ASM Genitech Korea Ltd

ASM Europe B.V.

ASM France S.A.R.L. (subsidiary of ASM Europe B.V.)

ASM Belgium NV (subsidiary of ASM Europe B.V.)

ASM United Kingdom Sales B.V. (subsidiary of ASM Europe B.V.)

ASM Germany Sales B.V. (subsidiary of ASM Europe B.V.)

ASM Italia S.r.l. (subsidiary of ASM Europe B.V.)

ASM Services and Support Ireland Ltd. (subsidiary of ASM Europe B.V.)

ASM Services and Support Israel Ltd. (subsidiary of ASM Europe B.V.)

ASM China Trading Limited

ASM Wafer Process Equipment Limited

ASM Wafer Process Equipment Singapore Pte Limited

ASM Front-End Sales & Services Taiwan Co., Ltd.

ASM Services & Support Malaysia SDN. BDH.

ASM IP Holding B.V.



Exhibit 12.1

I, Charles D. del Prado, certify that:

1. I have reviewed this annual report on Form 20-F of ASM International N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periodspresented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the Company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with accounting principles generallyaccepted in the United States of America;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred duringthe period covered by the annual report that has materially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or personsperforming the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize andreport financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theCompany’s internal control over financial reporting.

Date: April 4, 2013.

/S/ CHARLES D. DEL PRADO

Charles D. del PradoChief Executive Officer



Exhibit 12.2

I, Peter A.M. van Bommel, certify that:

1. I have reviewed this annual report on Form 20-F of ASM International N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periodspresented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the Company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with accounting principles generallyaccepted in the United States of America;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred duringthe period covered by the annual report that has materially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or personsperforming the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize andreport financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theCompany’s internal control over financial reporting.

Date: April 4, 2013.

/S/ PETER VAN BOMMEL

Peter A.M. van BommelChief Financial Officer



Exhibit 13.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of ASM International N.V. (the “Company”) for the period endedDecember 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Charles D. delPrado, Chief Executive Officer of the Company, and Peter A.M. van Bommel, Chief Financial Officer of the Company, eachcertify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of ourknowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperations of the Company.

By: /S/ CHARLES D. DEL PRADO

Charles D. del PradoChief Executive OfficerApril 4, 2013

By: /S/ PETER VAN BOMMEL

Peter A.M. van BommelChief Financial OfficerApril 4, 2013

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other documentauthenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version ofthis written statement required by Section 906, has been provided to the Company and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.



Consent of Independent Registered Public Accounting Firm

To the Supervisory Board and Shareholders of ASM International N.V.

We consent to the incorporation by reference in the following Registration Statements on Form S-8 (Nos. 033-07111,033-07109, 333-87262, 033-06184, 033-06185, 033-06186, 033-78628 and 033-93026) of our reports relating to thefinancial statements of ASM International N.V. and the effectiveness of ASM International N.V.'s internal control overfinancial reporting dated April 4, 2013, appearing in the Annual Report on Form 20-F of ASM International N.V. for the yearended December 31, 2012.

/s/ Deloitte Accountants B.V.

Deloitte Accountants B.V.

Amsterdam, the Netherlands

April 4, 2013



12 Months EndedSubsequent Events Dec. 31, 2012Subsequent Events[Abstract]Subsequent Events Subsequent Events


On March 13, 2013, ASMI sold a 12% stake in ASM PT. The shares were sold in a partialsecondary placement raising proceeds of €422 million. The Company intends to distributeapproximately 65% of the cash proceeds to ASMI shareholders; a proposal thereto will beplaced on the agenda of the upcoming AGM scheduled for May 16, 2013. The remainingproceeds will be used to further strengthen the business of the Company. As of today, theCompany continues to be the largest shareholder of ASM PT with a 40% stake.

At the Annual General Meeting of Shareholders (AGM) held in May 2012, the Companyannounced that it would carry out a study into the causes of the lack of recognition bythe markets of the value of the combined businesses (Front-end and Back-end) of theCompany. Following that announcement the Company appointed Morgan Stanley andHSBC Bank plc to act as its financial advisers and to assist the Company in carrying outthe study.

The study was initiated shortly after the 2012 AGM and has recently been completed.Each of the Company's financial advisers independently carried out an investigationinvolving frequent discussions with the Company's Management Board and legal and taxadvisers. The advisers also presented their findings to the Company's Supervisory Board.

No single or predominant factor was identified in causing the valuation discrepancy.However, a number of causes and circumstances were identified as potentially influencingthe valuation discrepancy, including a holding company discount related to the currentcorporate structure.

Subsequently, an analysis was conducted by the Company in close cooperation withits advisers of the various potential courses of action, including those suggested byshareholders. The alternatives that were investigated included a full or partial placementor sale of the Company's stake in ASM PT, a spin-off of shares in ASM PT and severalmerger alternatives.

As part of this analysis, the Company has carefully considered the interests of theCompany, its shareholders as well as other relevant stakeholders. The Company has alsotaken into account the various operational connections between the Front-end businessand the Back-end business as well as potential accounting, legal and tax implications andexecution risks.

The Management Board and the Supervisory Board of the Company have concluded thata partial secondary placement of 8% to 12% of the Company's stake in ASM PT is themost suitable step to be taken to address the non-recognition by the markets of the valueof the combined businesses of the Company. This course of action has been chosentaking into account, amongst others, equity market capacity, tax efficiency and ongoingcorporate stability at ASMI and ASM PT. This step provides flexibility for further action, ifdeemed appropriate.

The Management and Supervisory Boards of the Company have resolved to proceedwith this proposed action and the board of directors of ASM PT has expressed itssupport to this proposal. In addition thereto, certain major shareholders of the Companyrepresenting approximately 27% of the total outstanding shares in the Company have



been consulted in advance with regard to this proposed action and have expressedsupport thereof.

The sale of the 12% stake causes ASMI's cease of control on ASMPT. According togeneral accepted accounting principles (both US GAAP and IFRS) the accounting of thissale consists of two separate transactions.


The first transaction, the sale, will result in a substantial gain and the deconsolidation ofASMPT in the consolidated ASMI accounts. The purchase of the associate will, followinga purchase price allocation, result in the recognition of the associate at fair value.

We are in the process of determining the financial impact, further information will bedisclosed at the announcement of the Q1 2013 results.

The Company will further report on the outcome of the study at the upcoming 2013 AGM,which is scheduled to take place on May 16, 2013.

Bankruptcy Elpida

The reorganization plan re the Elpida bankruptcy in Japan was approved by creditorsand the Court in February 2013. The court approval order has been appealed, subjectto resolution of the appeal, the amounts we will receive regarding our secured andunsecured claims are set and approved to be paid in installments over a seven yearperiod. While the dates for the installment payments are not yet finalized as they aresubject to certain funding conditions, the dates are anticipated to be set once the appealis concluded and the installment payments to commence accordingly.



12 Months EndedEarnings per Share(Reconciliation of NetEarnings (Loss) and

Weighted Average Numberof Shares Outstanding)

(Details) (EUR €)In Thousands, except Per

Share data, unless otherwisespecified

Dec.31,

2012

Dec.31,

2011

Dec.31,

2010

Earnings Per Share [Abstract]Net earnings used for purpose of computing basic earnings per common share € 7,149 €

186,770€110,639

After-tax equivalent of interest expense on convertible subordinated notes 0 17,670 17,670Net earnings used for purposes of computing diluted net earnings per common share € 7,149 €

204,440€128,309

Basic weighted average number of shares outstanding during the year used for purposeof computing basic earnings per share (thousands) (in shares) 56,108 55,210 52,435

Dilutive effect of stock options (in shares) 659 570 282Dilutive effect of convertible subordinated notes (in shares) 0 8,902 8,777Dilutive weighted average number of shares outstanding (in shares) 56,767 64,682 61,494Net earnings per share:Basic net earnings from continuing operations (in euro per share) € 0.13 € 3.38 € 2.11Diluted net earnings from continuing operations (in euro per share) € 0.13 € 3.16 € 2.09



12 Months EndedEmployee Benefits (ScheduleOf Retirement Plan Costs)

(Details) (EUR €)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Defined Benefit Plan Disclosure [Line Items]Defined benefit plans € 2,151 € 1,854Retirement Plan [Member]Defined Benefit Plan Disclosure [Line Items]Defined contribution plans 16,952 15,990 10,423Multi-employer plans 1,420 1,111 1,207Defined benefit plans 2,779 1,844 673Total retirement plan costs € 21,151 € 18,945 € 12,303



12 Months EndedLong-term Debt (Tables) Dec. 31, 2012Long-term Debt, Unclassified [Abstract]Schedule Of Long-Term Debt Long-term debt consists of the following:

December 31,

2011 2012





Schedule Of Long-Term Debt, Including CurrentPortion, In Local Currencies

Long-term debt, including current portion, in local currencies isas follows (in thousands):

December 31,

2011 2012


Schedule Of Annual Principal Repayments ForSubsequent Years

Aggregate annual principal repayments for years subsequentto December 31, 2012 are:

2013 6,3162014 6,3162015 6,316

18,948



12 Months EndedAssets Held For Sale (Tables) Dec. 31, 2012Assets Held-for-sale, Long Lived [Abstract]Schedule of Changes in the Carrying Value of AssetsHeld For Sale

The changes in the carrying value of assets held for saleare as follows:


Balance January 1, 2011 6,070 277 6,347Foreign currencytranslation effect 515 — 515

Balance December 31, 2011 6,585 277 6,862Foreign currencytranslation effect (864) — (864)




Financial Instruments andRisk Management (Schedule

of Financial Assets andFinancial Liabilities That areMeasured At Fair Value on a

Recurring Basis) (Details)(EUR €)

In Thousands, unlessotherwise specified

Dec. 31,2012

Dec. 31,2011

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At carrying value, Liabilities € 1,764Derivative financial instruments At fair value, Liabilities 1,764Derivative financial instruments At carrying value, Assets 145Derivative financial instruments At fair value, Assets 145At fair value Level 1Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Liabilities 0Derivative financial instruments At fair value, Assets 0Level 2Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Liabilities 1,764Derivative financial instruments At fair value, Assets 145Level 3Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Liabilities 0Derivative financial instruments At fair value, Assets 0Derivative Financial Instruments, Assets [Member]Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At carrying value, Assets 145 [1]

Derivative financial instruments At fair value, Assets 145 [1]

Derivative Financial Instruments, Assets [Member] | At fair value Level 1Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Assets 0 [1]

Derivative Financial Instruments, Assets [Member] | Level 2Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Assets 145 [1]

Derivative Financial Instruments, Assets [Member] | Level 3



Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Assets 0 [1]

Derivative Financial Instruments, Liabilities [Member]Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At carrying value, Liabilities 1,764 [1]

Derivative financial instruments At fair value, Liabilities 1,764 [1]

Derivative Financial Instruments, Liabilities [Member] | At fair value Level 1Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Liabilities 0 [1]

Derivative Financial Instruments, Liabilities [Member] | Level 2Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Liabilities 1,764 [1]

Derivative Financial Instruments, Liabilities [Member] | Level 3Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis[Line Items]Derivative financial instruments At fair value, Liabilities € 0 [1]

[1] Derivative financial instruments consist of forward foreign exchange contracts.



0 MonthsEnded 12 Months Ended 0 Months Ended 12 Months

Ended

Acquisition (Narrative)(Details) Jan. 07,

2011EUR (€)

Dec.31,

2012USD($)

Dec. 31, 2012EUR (€)

Dec.31,

2011USD($)

Dec. 31, 2011EUR (€)

Dec. 31,2010

USD ($)

Dec. 31, 2010EUR (€)

Jan. 07,2011

ASM ASKG

[Member]EUR (€)

Jan. 07,2011

ASMPT[Member]EUR (€)

Dec. 31,2011

SEAS[Member]EUR (€)

Business Acquisition [LineItems]Cash consideration to acquireequity interest

€36,500,000

Liability to pay equity ascapital injection to increaseregistered limited partnershipinterest

20,000,000

Maximum grant of revolvingloan facility 20,000,000

Term of revolving creditfacility 3 years

Letter of support granted 120,000,000Term of letter of supportgranted 6 years

Maximum amount limit toenter into consultancyagreement

100,000

Period for compliance of laboragreements from closing date 3 years

Maximum liability ofliquidated damages 20,000,000

Minimum bank guarantee forliquidated damages 20,000,000

Period of bank guarantee 4 yearsCumulative acquisition relatedcosts 5,200,000

Acquisition cost 800,000 700,000 3,600,000 600,000Gain from a bargain purchase 0 109,279,000 0Net sales 1,418,067,000 1,634,334,000 1,222,900,000 444,000,000Result from operations € 88,256,000 € 367,450,000 € 328,640,000 €

53,000,000



12 Months EndedFinancial Instruments andRisk Management (Schedule

of Company's PriceSensitivity Impact on

Equity) (Details) (EUR €)In Thousands, unlessotherwise specified

Dec. 31,2012

Dec. 31,2011

Financial Instruments And Risk Management [Line Items]Percentage of increase in price 10.00%Percentage of decrease in price 10.00%10% Increase Of U.S. Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation € 4,564 € 3,656

10% Decrease Of U.S. Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation (4,564) (3,656)

10% Increase Of Singapore Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation 5,868 5,028

10% Decrease Of Singapore Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation (5,868) (5,028)

10% Increase Of Hong Kong Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation 56,693 66,702

10% Decrease Of Hong Kong Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation (56,693) (66,702)

10% Increase Of Japanese Yen Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation 5,294 4,908

10% Decrease Of Japanese Yen Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Changes recognized in equity due to revaluation effect of foreign currencytranslation € (5,294) € (4,908)



12 Months EndedConvertible SubordinatedDebt (Tables) Dec. 31, 2012

Convertible Subordinated Debt [Abstract]Schedule Of Changes In Outstanding Amounts OfConvertible Subordinated Debt

The changes in the outstanding amounts of convertiblesubordinated debt are as follows:

4.25%convertible


2011


2014

Liability at redemption value atdate of issuance 111,682 150,000Conversion component at date ofissuance (18,329) (23,601)Liability component at date ofissuance 93,353 126,399

Balance January 1, 2011 32,438 130,804Conversion of notes (32,536) —Accrual of interest 126 4,274Foreign currency translationeffect (29) —



Schedule Of Convertible Subordinated Debt NominalValue

4.25%convertible


2011

6.50%convertible


2014





Inventories (Schedule OfInventories) (Details) (EUR

€)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010 Dec. 31, 2009

Inventory Disclosure [Abstract]Components and raw materials € 180,575 € 189,174Work in process 196,313 175,564Finished goods 91,799 70,918Total inventories, gross 468,687 435,656Allowance for obsolescence (65,287) (58,989) (41,301) (46,939)Total inventories, net € 403,400 € 376,667



12 Months EndedShareholders' Equity(Schedule Of Changes In

The Amount OfAccumulated Other

Comprehensive Loss)(Details) (EUR €)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Changes In The Amount Of Accumulated Other Comprehensive Loss[Roll Forward]Beginning Balance € (20,151) € (34,239)Foreign currency translation effect on translation of foreign operations (6,994) 13,357Increase in fair value of derivative instruments, net of tax 0 (13) 136Actuarial loss (1,797) 744Total change in accumulated other comprehensive loss (8,791) 14,088Ending Balance (28,942) (20,151) (34,239)Foreign Currency Translation Effects [Member]Changes In The Amount Of Accumulated Other Comprehensive Loss[Roll Forward]Beginning Balance (20,330) (33,687)Foreign currency translation effect on translation of foreign operations (6,994) 13,357Increase in fair value of derivative instruments, net of tax 0Actuarial loss 0 0Total change in accumulated other comprehensive loss (6,994) 13,357Ending Balance (27,324) (20,330)Unrealized Gains (Losses) On Derivative Instruments, Net Of Tax[Member]Changes In The Amount Of Accumulated Other Comprehensive Loss[Roll Forward]Beginning Balance 0 13Foreign currency translation effect on translation of foreign operations 0 0Increase in fair value of derivative instruments, net of tax (13)Actuarial loss 0 0Total change in accumulated other comprehensive loss 0 (13)Ending Balance 0 0Unrecognized Pension Obligations Net Of Tax [Member]Changes In The Amount Of Accumulated Other Comprehensive Loss[Roll Forward]Beginning Balance 179 (565)Foreign currency translation effect on translation of foreign operations 0 0Increase in fair value of derivative instruments, net of tax 0Actuarial loss (1,797) 744Total change in accumulated other comprehensive loss (1,797) 744Ending Balance € (1,618) € 179



12 Months EndedGoodwill (Tables) Dec. 31, 2012Goodwill and Intangible Assets Disclosure[Abstract]Schedule of Changes in the Carrying Amount ofGoodwill

The changes in the carrying amount of goodwill are asfollows:


Balance January 1, 2011 11,193 39,622 50,815Foreign currency translationeffect — 1,316 1,316

Balance December 31, 2011 11,193 40,938 52,131Foreign currency translationeffect 456 (699) (243)

Balance December 31, 2012 11,649 40,239 51,888

Schedule of Allocation of the Carrying Amount ofGoodwill

The allocation of the carrying amount of goodwill is asfollows:

December 31,

2011 2012

Front-end segment:





12 Months EndedIncome Taxes Dec. 31, 2012Income Tax Expense(Benefit) [Abstract]Income Taxes Income Taxes

The components of earnings (loss) before income taxes and Non-controlling interest consist of:


2010 2011 2012




2010 2011 2012


(38,847) (65,178) (26,447)Deferred:



The provisions for income taxes as shown in the Consolidated Statements of Operations differ fromthe amounts computed by applying the Netherlands statutory income tax rates to earnings beforetaxes. A reconciliation of the provisions for income taxes and the amounts that would be computedusing the Netherlands statutory income tax rates is set forth as follows:


2010 2011 2012

Earnings before income taxes and Non-controlling interest 285,462 352,855 66,731Netherlands statutory income tax rate 25.5% 25.0% 25.0%Income tax provision at statutory rate (72,793) (88,214) (16,683)Non-deductible expenses (8,250) (8,228) (6,508)Foreign taxes at a rate other than the Netherlandsstatutory rate 24,198 12,983 (2,699)Valuation allowance (3,698) 17,991 (14,876)Non-taxable income 18,536 30,156 4,887Other 1 (932) (1,380) 9,579Income tax expense (42,939) (36,692) (26,300)

1) Other for 2012 consist of tax credits €3,163 and unwinding of temporary differences in thecurrent year for which no deferred tax was recognized in prior years €5,549.

Included in non-taxable income for 2012 is €3,244 regarding the Company’s manufacturingoperations in Singapore and other countries where income covering certain products is non-taxable



or subject to concessional tax rates under tax incentive schemes granted by the local tax authority.The majority of these tax incentive schemes have terms ending by December 31, 2020.

On May 29, 2006 and June 8, 2009 the Singapore Economic Development Board (“EDB”) grantedPioneer Certificates to ASM Front End Manufacturing Singapore Pte Ltd (“FEMS”, a principalsubsidiary of the Group,) to the effect that profits arising from certain manufacturing activities byFEMS of Front End equipment will in principle be exempted from tax for a period of 10 yearseffective from dates ranging between April 1, 2005 and July 1, 2008, subject to fulfillment of certaincriteria during the period.

On July 12, 2010, the EDB granted a Pioneer Certificate to ASM Technology Singapore Pte Limited(“ATS”), a principal subsidiary of the Group, to the effect that profits arising from certain products willbe exempted from tax for a period of 10 years effective from dates ranging between June 1, 2010and January 1, 2012 across specified products, subject to fulfillment of certain criteria during theperiod. EDB had also granted a 5 year Development and Expansion Incentive (DEI) to ATS to theeffect that the profits arising from certain existing products shall be subject a concessionary tax rateof 10% for a period of 5 years from January 1, 2011, subject to the fulfillment of certain criteriaduring the period.

On the same date, the EDB also granted ATS an International Headquarters (“IHQ”) Award to theeffect that certain income arising from qualifying activities conducted by ATS, excluding income frombusiness transactions with companies or end customers in Singapore, shall be subject toconcessionary tax rate of 5% for a period of 10 years from January 1, 2011, subject to fulfillment ofcertain criteria during the period.

The Netherlands statutory tax rate amounted to 25.5% in 2010. For 2011 and 2012 this rate was25.0%. Taxation for other jurisdictions is calculated at the rates prevailing in the relevantjurisdictions. The Company’s deferred tax assets and liabilities have been determined inaccordance with these statutory income tax rates.




Exchangedifferences

December31, 2011

Deferred taxassets:

Reservesandallowances 7,020 255 163 3,860 (337) (546) 10,415Netoperatinglosses 153,407 7,038 — (74,935) — 1,210 86,720Depreciation 2,331 (1,164) — (801) — (3) 363Other 1,216 (12,302) — 18,438 — (961) 6,391

Gross deferredtax assets 163,974 (6,173) 163 (53,438) (337) (300) 103,889Less: valuationallowance (149,600) — 73,010 — 123 (76,467)Net deferredtax assets 14,374 (6,173) 163 19,572 (337) (177) 27,422Deferred taxliabilities: (322) (13,295) (163) 8,914 — 485 (4,381)Net deferredincome taxes 14,052 (19,468) — 28,486 (337) 308 23,041

January1, 2012 Acquisitions Reclassifications


Exchangedifferences

December31, 2012



Deferred taxassets:Reserves andallowances 10,415 — 3,985 4,928 1,730 (736) 20,322Net operatinglosses 86,720 — — (2,303) — (939) 83,478Depreciation 363 — 508 1,478 — (89) 2,260Other 6,391 — (6,525) 1,345 28 (127) 1,112Gross deferredtax assets 103,889 — (2,032) 5,448 1,758 (1,891) 107,172Less: valuationallowance (76,467) — (180) (6,442) — (161) (83,250)Net deferred taxassets 27,422 — (2,212) (994) 1,758 (2,052) 23,922Deferred taxliabilities: (4,381) — 2,212 1,142 — 39 (988)Net deferredincome taxes 23,041 — — 148 1,758 (2,013) 22,934


December 31,

2011 2012


23,041 22,934

Based on tax filings, ASMI and its individual subsidiaries have net operating losses available atDecember 31, 2012 of €318,477 for tax return purposes to reduce future income taxes, mainly inEurope. The Company believes that realization of its net deferred tax assets is dependent on theability of the Company to generate taxable income in the future. Given the volatile nature of thesemiconductor equipment industry, past experience, and the tax jurisdictions where the Companyhas net operating losses, the Company believes that there is currently insufficient evidence tosubstantiate recognition of substantially all net deferred tax assets with respect to net operatinglosses. Accordingly, a valuation allowance of €76,467 in 2011 and €83,250 in 2012 has beenrecorded.


Expiration year

Total of netoperatinglosses for taxpurposes

Net operatinglosses forwhichdeferred taxassets arerecognized

2013 16,309 —2014 37,607 —2015 — —2016 — —2017 47,429 —2018 47,293 —2019 35,905 —2020 147 —



2021 60,564 1492022-2028 — —2029 22,374 —2030 3,689 —Unlimited 47,160 80Total 318,477 229

The Company has not provided for deferred foreign withholding taxes, if any, on undistributedearnings of its foreign subsidiaries. At December 31, 2012 the undistributed earnings ofsubsidiaries, subject to withholding taxes, were approximately €82,596. These earnings couldbecome subject to foreign (withholding) taxes if they were remitted as dividends and / or if theCompany should sell its interest in the subsidiaries.

Consistent with the provisions of ASC 740, as of December 31, 2012, ASMI has a liability ofunrecognized tax benefits of €22.5 million. A reconciliation of the beginning and ending balance ofthe liability for unrecognized tax benefits is as follows:





Unrecognized tax benefits mainly relate to transfer pricing positions, operational activities incountries where the Company is not tax registered and tax deductible costs. The Companyestimates that no interest and penalties are related to these unrecognized tax benefits. In the yearended December 31, 2012, no settlement with tax authorities and no reduction as a result of a lapseof statute of limitations occurred.

Unrecognized tax benefits of would, if recognized, impact the Company’s effective tax rate. TheCompany provided for the amount of €22,511 reflecting managements best estimate to mitigatepossible impact in case of an unfavorable outcome. The unrecognized tax benefits are classified inthe consolidated balance sheet under “accrued expenses and other” and are covered withpurchased tax certificates which are classified in the consolidated balance sheet under “othercurrent assets”.


Jurisdiction

Japan 2009-2012

Hong Kong 2006-2012


Singapore 2006-2012



The calculation of the Company’s tax liabilities involves dealing with uncertainties in the applicationof complex tax laws. The Company’s estimate for the potential outcome of any unrecognized taxbenefits is highly judgmental. Settlement of unrecognized tax benefits in a manner inconsistent with



the Company’s expectations could have a material impact on the Company’s financial position, netearnings and cash flows. The Company is subject to tax audits in its major tax jurisdictions, local taxauthorities may challenge the positions taken by the Company.



12 Months EndedInventories (Schedule OfChanges In Allowance For

Obsolescence) (Details)(EUR €)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Changes in Allowance for Obsolesence, Inventories [RollForward]Beginning Balance € (58,989) € (41,301) € (46,939)Charged to cost of sales (10,858) (28,122) (3,248)Utilization 3,569 12,526 14,628Foreign currency translation effect 991 (2,092) (5,742)Ending Balance € (65,287) € (58,989) € (41,301)



12 Months EndedCommitments andContingencies (Narrative)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Commitments and Contingencies Disclosure [Abstract]Aggregate rental expense for operating leases € 24,661 € 22,335 € 10,173Purchase commitments with suppliers 141,908Purchase commitments with suppliers for purchases within the next 12months 139,221

Commitments for capital expenditures € 10,552



12 Months EndedResearch and Development(Schedule of Research and

Development) (Details) (EUR€)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Research and Development Expense [Abstract]Research and development expenses € 150,118 € 130,153 € 79,331Research and development grants and credits (899) (753) (546)Total research and development expenses € 149,219 € 129,400 € 78,785



12 Months EndedIncome Taxes (Schedule OfReconciliation Of The

Provisions For Income TaxesAnd The Amounts That

Would Be Computed UsingStatutory Income Tax Rates)


Dec. 31, 2012 Dec. 31, 2011 Dec. 31, 2010

Income Tax Expense (Benefit) [Abstract]Earnings (Loss) before income taxes and Non-controlling interest € 66,731 € 352,855 € 285,462Netherlands statutory income tax rate 25.00% 25.00% 25.50%Income tax provision at statutory rate (16,683) (88,214) (72,793)Non-deductible expenses (6,508) (8,228) (8,250)Foreign taxes at a rate other than the Netherlands statutory rate (2,699) 12,983 24,198Valuation allowance (14,876) 17,991 (3,698)Non-taxable income 4,887 30,156 18,536Other 9,579 [1] (1,380) [1] (932) [1]

Income tax expense (26,300) (36,692) (42,939)Tax credits 3,163 [1]

Temporary differences € 5,549 [1]

[1] Other for 2012 consist of tax credits €3,163 and unwinding of temporary differences in the current year forwhich no deferred tax was recognized in prior years €5,549.



12 Months EndedAcquisition (Schedule of ProForma Information)

(Details) (EUR €)In Thousands, except Per

Share data, unless otherwisespecified

Dec. 31, 2010 Dec. 31, 2009

Business Combinations [Abstract]Net sales € 1,571,357 € 808,042Net income (loss) € 271,240 € (185,001)Basic earnings (loss) per share (in euro per share) € 2.40 € (3.27)Diluted earnings (loss) per share (in euro per share) € 2.33 € (3.27)



Assets Held For Sale(Narrative) (Details) (EUR €) Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010 Dec. 31, 2009

Long Lived Assets Held-for-sale [Line Items]Assets held for sale € 5,998,000 € 6,862,000 € 6,347,000Japan Building [Member]Long Lived Assets Held-for-sale [Line Items]Carrying value 4,800,000Japan Land [Member]Long Lived Assets Held-for-sale [Line Items]Carrying value 900,000The Netherlands [Member]Long Lived Assets Held-for-sale [Line Items]Assets held for sale 277,000 277,000 277,000Carrying value € 300,000



12 Months EndedEmployee Benefits (Tables) Dec. 31, 2012Front-End [Member]Defined Benefit PlanDisclosure [Line Items]Schedule Of The FundedStatus Of The Plan

The funded status of the plan and the amounts not yet recognized in the ConsolidatedStatement of Operations and the amounts recognized in the Consolidated BalanceSheet are as follows:

December 31,

2011 2012


Schedule Of Changes InDefined Benefit ObligationsAnd Fair Value Of Plan Assets


December 31,

2011 2012







Schedule Of Net PeriodicBenefit Cost


December 31,

2010 2011 2012

Current service cost 629 664 731Interest on obligation 139 107 121Expected return on plan assets (77) (103) (144)Amortization deferred actuarial loss 1 6 46Amortization of past service cost — (12) (55)



Net periodic pension benefit cost 692 662 699

Schedule Of Actuarial PresentValue Of Benefit ObligationsAnd Net Periodic Benefit Cost

The assumptions in calculating the actuarial present value of benefit obligations and netperiodic benefit cost are as follows:

December 31,

2010 2011 2012


Schedule Of Allocation OfPlan Assets


December 31,

2011 2012


4,090 100% 4,794 100%

Back-End [Member]Defined Benefit PlanDisclosure [Line Items]Schedule Of The FundedStatus Of The Plan

In the case of unfunded plans, the recognized pension liability is equal to the DBOadjusted by unrecognized past service cost. In the case of funded plans, the fair value ofthe plan assets is offset against the benefit obligations. The net amount, after adjustingfor the effects of unrecognized past service cost, is recognized as a pension liability orprepaid pension asset.

December 31,

2011 2012




December 31,

2011 2012


Obligation assumed in the acquisition of SEAS 22,305 —Current service cost 1,502 1,691Interest on obligation 898 1,095Past service costs — 104Actuarial losses (gains) (2,662) 8,532Benefits paid (26) (55)



Transfers (65) 85Contribution participants 89 222Foreign currency translation effect 262 10



Fair value of plan assets at completion date of acquisition ofSEAS 22,199 —Expected return 673 853Actuarial (losses) gains (1,646) 2,981Contribution participants 89 222Contribution employer — 1,615Foreign currency translation effect 49 —


Schedule Of Actuarial PresentValue Of Benefit ObligationsAnd Net Periodic Benefit Cost


December 31,

2011 2012


Schedule Of Allocation OfPlan Assets


December 31,

2011 2012


21,364 100% 27,035 100%

Other Post-EmploymentBenefit Plans ASMPT[Member]Defined Benefit PlanDisclosure [Line Items]Schedule Of The FundedStatus Of The Plan

The reconciliation of the funded status of the other post-employment benefit plans to theamount recognized in the consolidated statement of financial position per December 31,2012 is as follows:





The reconciliation of the changes in the benefit obligation for the other post-employmentbenefits for the year ended December 31, 2012 is as follows:

December 31,

2011 2012




Schedule Of Net PeriodicBenefit Cost

The components of the principal pension benefit plans and the other post-employmentbenefit plans recognized in the consolidated statement of operations in respect of thesedefined benefit plans and other post-employment benefits for year ended December 31,2012 are as follows:



benefitplans Total



benefitplans Total

Current service cost (1,502) (63) (1,565) (1,691) (45) (1,736)Interest on obligation (897) (65) (962) (1,095) (69) (1,164)Past service cost — — — (104) — (104)Expected return on planassets 673 — 673 853 — 853Net periodic pensionbenefit cost (1,726) (128) (1,854) (2,037) (114) (2,151)

Other Retirement BenefitObligations ASMPT[Member]Defined Benefit PlanDisclosure [Line Items]Schedule Of Expected To PayBenefits For Subsequent Years

The Company expects to pay benefits for years subsequent to December 31, 2012 asfollows:

Front-endsegment


2013 250 168 4182014 254 143 3972015 307 227 5342016 431 321 7522017 451 400 851




Schedule Of Retirement PlanCosts


December 31,

2010 2011 2012


Employee Stock Option Plan[Member]Defined Benefit PlanDisclosure [Line Items]Schedule of Changes inOptions Outstanding


Number ofoptions


US$

Numberof

options






Schedule Of OptionsOutstanding And OptionsExercisable Classified ByRange Of Exercise Prices

On December 31, 2012 options outstanding and options exercisable classified by rangeof exercise prices are:


Numberoutstanding


contractual life

Weightedaverage


exercisable

Weightedaverage

exercise price


1.00-10.00 50,000 6.13 7.50 18,000 7.4110.00-15.00 66,500 3.21 11.94 41,420 11.8415.00-20.00 30,900 4.54 18.35 18,500 17.9820.00-30.00 211,000 4.08 24.54 117,400 25.1230.00-40.00 42,000 4.00 35.01 16,800 35.01US$1.00-40.00 400,400 4.22 20.94 212,120 21.18


1.00-10.00 11,200 0.89 7.90 6,000 7.79



10.00-15.00 130,500 3.07 12.65 127,060 12.6915.00-20.00 378,983 3.43 16.27 218,383 17.0020.00-25.00 655,614 6.00 22.33 — —20.00-30.00 748,391 6.84 27.01 15,800 26.50

€1.00-30.00 1,924,688 5.59 22.22 367,243 15.77

Schedule Of Black-ScholesWeighted AverageAssumptions

The cost relating to employee stock options is measured at fair value on the grant date.The fair value was determined using the Black-Scholes option valuation model with thefollowing weighted average assumptions:

December 31,

2011 2012




12 Months EndedEmployee Benefits (ScheduleOf Actuarial Present ValueOf Benefit Obligations AndNet Periodic Benefit Cost)

(Details)

Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Front-End [Member]Share-based Compensation Arrangement by Share-based PaymentAward [Line Items]Discount rate for obligations 1.55% 1.25% 1.25%Expected return on plan assets 3.00% 3.00% 3.00%Expected rate of compensation increase 2.93% 2.93% 2.93%Back-End [Member]Share-based Compensation Arrangement by Share-based PaymentAward [Line Items]Discount rate for obligations 3.50% 5.25%Expected return on plan assets 3.50% 4.00%Expected rate of compensation increase 2.25% 2.26%



12 Months Ended 0 MonthsEnded 12 Months Ended 0 Months

Ended

Income Taxes (Narrative)(Details) (EUR €)


Dec.31,

2012

Dec.31,

2011

Dec.31,

2010

Dec. 31, 2012InternationalHeadquarters

[Member]

Dec. 31,2012

SingaporeAnd

OtherCountries[Member]

Jul. 12, 2012Maximum[Member]

ASM Front-End

ManufacturingSingapore PteLtd. [Member]

Y

Dec. 31, 2012Maximum[Member]

ASM Front-End


Y

Dec. 31,2012

Maximum[Member]

ASMTechnologySingaporePte Ltd.

[Member]Y

Jul. 12,2012

Minimum[Member]


[Member]Y

Income Taxes [Line Items]Non-taxable income € 4,887 €

30,156€18,536 € 3,244

Tax exemption period range,years 10 10 10 5

Concessionary tax rate percent 5.00% 10.00%Netherlands statutory tax rate 25.00% 25.00% 25.50%Net operating losses 318,477Valuation allowance 83,250 76,467 149,600Undistributed earnings ofsubsidiaries, subject towithholding taxes

82,596

Unrecognized tax benefits thatwould impact effective tax rate

€22,511



Accounts Receivable(Schedule of CarryingAmount Of Accounts

Receivable) (Details) (EUR€)


Dec. 31, 2012 Dec. 31, 2011

Accounts Receivable, Net, Current [Abstract]Current € 223,546 € 264,224Overdue less than 30 days 38,666 31,529Overdue 31 – 60 days 13,537 12,126Overdue 61 – 120 days 13,954 13,579Overdue greater than 120 days 15,137 9,433Total 304,840 330,891Notes receivable € 42,588



12 Months EndedShare Ownership andRelated Party Transactions(Schedule of Ownership or

Controlling Interest ofOutstanding Common

Shares) (Details)

Dec. 31, 2012 Dec. 31, 2011

Related Party Transaction [Line Items]Shares owned (in shares) 63,095,986 55,377,020A.H. Del Prado [Member]Related Party Transaction [Line Items]Shares owned (in shares) 9,204,284 9,204,284Percentage of common shares outstanding 14.59% 16.62%C.D. Del Prado [Member]Related Party Transaction [Line Items]Shares owned (in shares) 132,945 132,945Percentage of common shares outstanding 0.21% 0.24%Stichting Administratiekantoor ASMI [Member]Related Party Transaction [Line Items]Shares owned (in shares) 2,142,039 2,142,039Percentage of common shares outstanding 3.39% 3.87%



12 Months EndedProperty, Plant AndEquipment (Schedule ofUseful Lives of Property,Plant And Equipment)

(Details)

Dec. 31, 2012

Property, Plant and Equipment [Line Items]Useful life 5 yearsMinimum [Member] | Buildings And Leasehold Improvements [Member]Property, Plant and Equipment [Line Items]Useful life 10 yearsMinimum [Member] | Machinery And Equipment [Member]Property, Plant and Equipment [Line Items]Useful life 2 yearsMinimum [Member] | Furniture And Fixtures [Member]Property, Plant and Equipment [Line Items]Useful life 2 yearsMaximum [Member] | Buildings And Leasehold Improvements [Member]Property, Plant and Equipment [Line Items]Useful life 25 yearsMaximum [Member] | Machinery And Equipment [Member]Property, Plant and Equipment [Line Items]Useful life 10 yearsMaximum [Member] | Furniture And Fixtures [Member]Property, Plant and Equipment [Line Items]Useful life 10 years



12 Months Ended

Board Remuneration(Narrative) (Details)

Dec. 31,2012

EUR (€)

Dec.31,

2011EUR(€)

Dec.31,

2010USD($)

Dec.31,

2010EUR(€)

Dec. 31, 2012Management

Board[Member]EUR (€)





Deferred Compensation Arrangementwith Individual, Share-basedPayments [Line Items]Bonus, financial target 75.00%Bonus, non-financial target 25.00%Bonus, maximum pay-out of base salary 125.00%Options vesting period 3 yearsOptions outstanding, contractual life 7 yearsFair value per option of options granted(in euro per share) € 12.27 €

10.43$17.02

€13.94 € 12.27 € 10.43 € 16.92



Share Ownership andRelated Party Transactions

(Narrative) (Details)Dec. 31, 2012

Related Party Transactions [Abstract]Number of shares owned beneficially by trust (in shares) 713,000



Other Intangible Assets(Schedule of EstimatedAmortization Expenses)


Dec. 31, 2012

Intangible Assets, Net (Excluding Goodwill) [Abstract]2013 € 5,6962014 4,0462015 2,4992015 1,1822016 492Total € 13,915



12 Months EndedProperty, Plant AndEquipment (Narrative)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Property, Plant and Equipment [Abstract]Impairment € 0 € 8,038 € 0



12 Months EndedAccounts Receivable(Schedule of Changes InAllowance For Doubtful

Accounts Receivable)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Allowance for Doubtful Accounts Receivable [Roll Forward]Beginning balance € (7,601) € (9,304) € (8,968)Charged to selling, general and administrative expenses (2,825) (356) (461)Utilization 1,841 2,109 648Foreign currency translation effect 34 (50) (523)Ending balance € (8,551) € (7,601) € (9,304)



12 MonthsEnded

0 MonthsEndedAcquisition (Summary of

Total PurchaseConsideration And

Identified Assets AndLiabilities) (Details) (EUR €)


Dec.31,

2012

Dec.31,

2011

Dec.31,

2010

Jan. 07,2011

Jan. 07, 2011Carrying Value Of Net

Assets Acquired (ExcludingAcquired Cash) [Member]

[Member]

Jan. 07,2011

PurchasePrice

Allocation[Member]

Jan. 07,2011Fair

Value[Member]

Business Acquisition [LineItems]Inventories € 91,812 € 11,529 € 103,341Trade and other receivables 132,418 0 132,418Current assets 224,230 11,529 235,759Property, plant and equipment 13,077 13,077Intangible assets 1,542 3,520 5,062Other non-current assets 494 0 494Non-current assets 15,113 3,520 18,633Total Assets 239,343 15,049 254,392Trade and other payables 151,624 0 151,624Short-term debt 6,738 0 6,738Deferred tax liabilities 16,199 0 16,199Current liabilities 174,561 0 174,561Deferred tax liabilities 4,428 0 4,428Other non-current liabilities 10,699 0 10,699Non-current liabilities 15,127 0 15,127Total liabilities 189,688 0 189,688Identified net assets 49,655 15,049 64,704Cash acquired 0 43,434 0 81,075Fair Value of Assets Acquired 145,779Total consideration (36,500) (36,500)Gain on bargain purchase € 0 €

109,279€ 0 € 109,279



12 Months EndedConvertible SubordinatedDebt Dec. 31, 2012

Convertible SubordinatedDebt [Abstract]Convertible Subordinated Debt Convertible Subordinated Debt

As per 1 January 2009, ASMI applies ASC 815 “Determining Whether an Instrument (orEmbedded Feature) Is Indexed to an Entity’s Own Stock”.

Our convertible bonds initially due 2011 and 2014, included a component that creates afinancial liability to the Company and a component that grants an option to the holder ofthe convertible note to convert it into common shares of the Company (“conversionoption”). ASC 815 requires separate recognition of these components.

For the conversion options of the convertible bonds due 2011 the accounting wasdifferent from that for the conversion option of the convertible bonds due 2014. As theconvertible bonds due 2011 were denominated in USD and the ASM Internationalcommon shares in which they can be converted to are denominated in Euro, theseconversion options were recognized as a liability measured at fair value. The conversionoption was measured at fair value through the income statement. For the conversionoptions of the convertible bonds due 2014 the fixed–for-fixed principle is met as both thedebt instrument (the bond) and the Company’s equity shares, in which they can beconverted to, are denominated in the same currency (Euro). Based on this criterion theconversion option qualifies as permanent equity.

The fair value of the liability component is estimated using the prevailing market interestrate at the date of issue, for similar non-convertible debt. Subsequently, the liability ismeasured at amortized cost. The interest expense on the liability component iscalculated by applying the market interest rate for similar non-convertible debt at thedate of issue to the liability component of the instrument. The difference between thisamount and the interest paid is added to the carrying amount of the convertiblesubordinated notes, thus creating a non-cash interest expense. For the financial year2012 this accretion interest expense was €4,469 (2011: €4,401).

On October 8, 2012 we initiated a full redemption for all of the outstanding principlebalance of our 6.50% Convertible Subordinated notes due 2014, as per November 27,2012. This proposal for redemption resulted in a full conversion of convertible notes into9,074,396 common shares.

On December 31, 2010 we initiated a full redemption for all of the outstanding principalbalance of our 4.25% Convertible Subordinated notes due 2011, as per February 15,2011. This proposal for redemption resulted in an almost full conversion of convertiblenotes into common shares. Until conversion, the conversion option was valued at fairvalue resulting in a non-cash loss during 2011 of €4.4 million.

The changes in the outstanding amounts of convertible subordinated debt are as follows:

4.25%convertible


2011


2014

Liability at redemption value at date of issuance 111,682 150,000Conversion component at date of issuance (18,329) (23,601)Liability component at date of issuance 93,353 126,399



Balance January 1, 2011 32,438 130,804Conversion of notes (32,536) —Accrual of interest 126 4,274Foreign currency translation effect (29) —



4.25%convertible


2011

6.50%convertible


2014



4.25% convertible subordinated notes, due 2011In December 2004, ASMI issued US$150.0 million in principal amount of 4.25%convertible subordinated notes due in December 2011 in a private offering. Interest onthe notes was payable on June 6 and December 6 of each year. The notes weresubordinated in right of payment to all of the Company’s existing and future seniorindebtedness. The notes were convertible, at the option of the holder, into shares of theCompany’s common stock initially at a conversion rate of 48.0307 shares of commonstock for each US$1,000 principal amount of notes, subject to adjustment in certaincircumstances. This was equivalent to an initial conversion price of US$20.82 per share.Effective December 6, 2007, the conversion price was adjusted for the cash dividendpaid in September 2007 to US$20.71 per share. On or after December 6, 2007, theCompany could redeem any of the notes at a redemption price equal to 100% of theprincipal amount of the notes being redeemed, plus accrued and unpaid interest, if theclosing price of the Company’s common shares exceeded 130% of the conversion pricefor at least 20 trading days in any period of 30 consecutive trading days. In the event ofa change in control, the Company could be required to repurchase the notes.

In 2007, US$14.6 million of the US$150.0 million convertible subordinated notes wererepurchased. The US$14.6 million were repurchased for a market value of US$19.4million. The loss for the early extinguishment of the notes of €3,740, which includes thepremium paid above par and the write-off of unamortized issuance costs, was recordedas expense from early extinguishment of debt in the Consolidated Statement ofOperations for the year 2007.

In 2008 US$7.7 million in convertible subordinated notes were converted into 372,426common shares of which 102,509 consisted of the treasury shares previously purchasedby the Company and 269,917 newly issued common shares.

In 2009 US$26.3 million convertible subordinated notes were repurchased for a marketvalue of US$33.7 million. The loss from the early extinguishment of the notes of €1,548



thousand, which includes the write-off of unamortized issuance costs and theamortization of unamortized interest expenses, was recorded as a loss from earlyextinguishment of debt in the Consolidated Statement of Operations for the year 2009.

In 2010 US$56.5 million convertible subordinated notes was repurchased for a marketvalue of US$74.6 million. The loss from the early extinguishment of the notes of €3,609,which includes the write-off of unamortized issuance costs and the amortization ofunamortized interest expenses, was recorded as a loss from early extinguishment ofdebt in the Consolidated Statement of Operations for the year 2010.

In 2010 US$7 thousand in convertible subordinated notes were converted into 337common shares, newly issued by the Company.

On January 3, 2011 we announced that we initiated a full redemption for all of theoutstanding principal balance of the 4.25% Convertible Subordinated Notes due2011. The Notes which were not converted into common shares were redeemed onFebruary 16, 2011, at a redemption price of 100.00% of the principal amount thereof,plus accrued and unpaid interest to February 15, 2011. The Notice of Redemption for theNotes was sent to all registered holders on January 3, 2011.

6.50% convertible subordinated notes, due 2014In November 2009, ASMI issued €150.0 million in principal amount of 6.50% convertibleunsecured notes due in November 2014 in a private offering. Interest on the notes ispayable on February 6, May 6, August 6 and November 6 of each year. The notes aresubordinated in right of payment to all of the Company’s existing and future seniorindebtedness. The notes are convertible into shares of the Company’s common stockonly, initially at a conversion rate of 58.5851 shares of common stock for each €1,000principal amount of notes, subject to adjustment in certain circumstances. This isequivalent to an initial conversion price of €17.09 per share. As a result of the dividendpaid on common shares during 2011 and 2012 the conversion price was adjusted to€16.85 and €16.53 respectively. On or after November 27, 2012, the Company couldredeem any of the notes at a redemption price equal to 100% of the principal amount ofthe notes being redeemed, plus accrued and unpaid interest, if the closing price of theCompany’s common shares had exceeded 130% of the conversion price for at least 20trading days in any period of 30 consecutive trading days.

On October 8, 2012 we announced that we initiated a full redemption for all of the alloutstanding 6.5% senior unsecured convertible bonds on November 27, 2012 at theirprincipal amount, together with accrued but unpaid interest. The Notice of Redemptionfor the Notes was sent to all registered holders on October 8, 2012. Bondholders couldexercise their right to convert their Bonds into ordinary shares ultimately onNovember 20, 2012. This proposal for redemption resulted in a full conversion ofconvertible notes into 9,074,396 common shares.

Conversion optionThe conversion component of the subordinated notes qualifying as a liability wasmeasured at fair value. The fair values for these options were determined using a Black-Scholes option valuation model.

Debt issuance costsThe fees incurred for the issuance of the convertible subordinated notes are included asdebt issuance costs in the Consolidated Balance Sheet and amortized by the effectiveinterest method as interest expense during the economic life of the debts. Upon theconversion of the 6.50% convertible unsecured notes the balance of the unamortizeddebt issuance costs impaired, an amount of €2,209 was recognized as loss from earlyextinguishment of debt in the Consolidated Statement of Operations for the year 2012.



12 Months EndedSelected Operating ExpensesAnd Additional Information

(Schedule Of PersonnelExpenses For EmployeesAnd Average Number OfEmployees, Exclusive OfTemporary Workers, By

Geographic Area) (Details)(EUR €)


Dec. 31,2012

employee

Dec. 31,2011

employee

Dec. 31,2010

employee

Schedule Of Selected Operating Expenses And Additional Information[Line Items]Wages and salaries € 353,437 € 318,944 € 236,746Social security 47,124 42,622 17,402Pension expenses 21,151 18,945 12,303Personnel expenses € 421,712 € 380,511 € 266,451Number of employees (in employees) 17,332 17,525 14,253The Netherlands [Member]Schedule Of Selected Operating Expenses And Additional Information[Line Items]Number of employees (in employees) 178 167 170Other European Countries [Member]Schedule Of Selected Operating Expenses And Additional Information[Line Items]Number of employees (in employees) 1,057 993 139United States [Member]Schedule Of Selected Operating Expenses And Additional Information[Line Items]Number of employees (in employees) 594 468 358Southeast Asia [Member]Schedule Of Selected Operating Expenses And Additional Information[Line Items]Number of employees (in employees) 15,300 15,716 13,389Japan [Member]Schedule Of Selected Operating Expenses And Additional Information[Line Items]Number of employees (in employees) 203 181 197



12 Months EndedInvestments (Tables) Dec. 31, 2012Investments [Abstract]Schedule of Changes in Investment The changes in the investment are as follows:





12 Months EndedAcquisition (Tables) Dec. 31, 2012Business Combinations[Abstract]Summary of Total PurchaseConsideration And IdentifiedAssets And Liabilities

The following table summarizes the total purchase consideration and the identifiedassets and liabilities that were separately recognized in the purchase price allocation.


acquired cash)

Purchaseprice

allocationFair

value



Schedule of Estimated FutureAmortization ExpenseAssociated With IntangibleAssets Acquired

Estimated future amortization expense associated with the intangible assets acquiredSEAS at December 31, 2012 is as follows:

2013 1,0122014 1,0122015 1,012

Schedule of Pro FormaInformation

The pro forma information presented below (in thousands, except per share data) doesnot necessarily reflect the actual results that would have occurred had the companiesbeen combined during the periods presented, nor is it necessarily indicative of the futureresults of operations of the combined companies.

December 31,

2009 2010

Net sales 808,042 1,571,357Net income (185,001) 271,240Basic earnings per share € (3.27) € 2.40



Diluted earnings per share € (3.27) € 2.33



12 Months EndedPledged Bank Deposit(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011

Financial Instruments Pledged as Collateral [Abstract]Amount pledged for the purpose of securing the bank guarantee € 20,000 € 20,000Pledged bank deposit, release date January 7, 2015Pledged bank deposit, interest rate 0.10% 0.95%



Long-term Debt (ScheduleOf Long-Term Debt)


Dec. 31,2012

Dec. 31,2011

Debt Instrument [Line Items]Long-term debt € 18,948 € 19,651Current portion (6,316) (4,332)Non-current portion 12,632 15,3191.2-2.0%, Due 2012 - 2014 [Member] | Japan [Member] | Term Loans [Member]Debt Instrument [Line Items]Long-term debt 0 17,7642.5% [Member] | ASMPT [Member] | Term Loans [Member]Debt Instrument [Line Items]Long-term debt 18,948 0Debt instrument, interest rate 2.50%2.1-2.2%, Due 2012 [Member] | Japan [Member] | Mortgage Loans [Member]Debt Instrument [Line Items]Long-term debt 0 1,7461.8%, Due 2012 [Member] | Japan [Member] | Capital Lease Commitments [Member]Debt Instrument [Line Items]Long-term debt € 0 € 141Debt instrument, interest rate 1.80%Maximum [Member] | 1.2-2.0%, Due 2012 - 2014 [Member] | Japan [Member] | TermLoans [Member]Debt Instrument [Line Items]Debt instrument, interest rate 2.00%Maximum [Member] | 2.1-2.2%, Due 2012 [Member] | Japan [Member] | MortgageLoans [Member]Debt Instrument [Line Items]Debt instrument, interest rate 2.20%Minimum [Member] | 1.2-2.0%, Due 2012 - 2014 [Member] | Japan [Member] | TermLoans [Member]Debt Instrument [Line Items]Debt instrument, interest rate 1.20%Minimum [Member] | 2.1-2.2%, Due 2012 [Member] | Japan [Member] | MortgageLoans [Member]Debt Instrument [Line Items]Debt instrument, interest rate 2.10%



12 Months EndedBoard Remuneration Dec. 31, 2012Board Remuneration[Abstract]Board Remuneration Board Remuneration

The remuneration of members of the Management Board has been determined by theSupervisory Board.

The following table sets forth as to all current and former members of the ManagementBoard of the Company, information concerning all remuneration from the Company(including its subsidiaries) for services in all capacities:


Sharebased

paymentexpenses

2) Other TotalManagement Board:

C.D. del Prado

2012 3) 510 177 76 398 59 1,2202011 500 339 69 182 56 1,1462010 500 559 84 365 41 1,549


2012 3) 367 144 88 325 59 9832011 360 233 54 141 46 834

2010 140 150 26 71 4 391

1. For the period July 1, 2010 through August 31, 2010 at 40% and for the periodSeptember 1, 2010 through December 31, 2010 full time.

2. These amounts represent the vesting expenses related to the financial year.3. A one-time crisis levy of 16% as imposed by the Dutch government amounts to EUR

175 in total. This crisis tax levy is payable by the employer and is charged overincome of employees exceeding a EUR 150 threshold in 2012. These expenses donot form part of the remuneration costs mentioned.

BonusEach year, a variable cash incentive can be earned, based on achievement of specificchallenging targets. These targets are for 75% based on company financial targets andfor 25% based on non-financial targets. The on-target bonus percentage for themembers of the Management Board is 75%, with a maximum pay-out of 125% of basesalary.

Stock optionsThe members of the Management Board are eligible to receive stock options under theASM International NV 2011 Stock Option Plan for members of the Management Board(“plan”) in order to focus on the long term interest of the company. Stock options vest inthree years subject to continued employment and expire after seven years.

Pension benefitThe members of the Management Board are offered participation of the pension plan ofthe industry wide pension fund (“Bedrijfstakpensioenfonds Metalektro”) for the base



salary up to the predetermined ceiling. For the base salary above the ceiling, themembers of the Management Board are offered participation of a defined contributionplan, insured by Nationale Nederlanden.

Other compensationOther compensation is covering compensation relative to use of a (company) car, arepresentation and expense allowance, social security premium and premium for healthand disability insurance.

The following table shows the outstanding options to purchase ASM International NVcommon shares held by current and former members of the Management Board, andchanges in such holdings during 2012:

Yearof

grant


2012Grantedin 2012

Exercisedin 2012


2012Exercise

priceEnddate

Current members:

C.D. del Prado 1,5 2003 20,000 — — 20,000 US$ 11.35Feb 1,

2013

C.D. del Prado 2 2007 19,645 — — 19,645 € 19.47May 23,

2015

C.D. del Prado 2 2008 125,000 — — 125,000 € 12.71Mar 31,

2016

C.D. del Prado 3 2009 50,000 — — 50,000 € 15.09Dec 31,

2017

C.D. del Prado 4 2011 75,000 — — 75,000 € 22.33Dec 31,

2018

C.D. del Prado 4 2012 — 60,000 — 60,000 € 27.04Dec 31,

2019

P.A.M. van Bommel 3 2010 25,000 — — 25,000 € 16.27Aug 7,

2018

P.A.M. van Bommel 4 2011 53,000 — — 53,000 € 22.33Dec 31,

2018P.A.M. van Bommel 4

2012 — 40,000 — 40,000 € 27.04Dec 31,

2019Former members:

A.H. del Prado 2 2007 52,886 — — 52,886 € 19.47May 23,

2015

J.F.M. Westendorp 2 2007 22,452 — — 22,452 € 19.47May 23,

2015

J.F.M. Westendorp 3 2009 40,000 — — 40,000 € 15.09Dec 31,

2017

482,983 100,000 — 582,983

1. These options are granted for a term of ten years, and became exercisable in equalparts over a five year period.

2. These options are conditional. A percentage-not exceeding 150%-of the optionswhich have been granted conditionally will become unconditional after three years,based on the total return of the Company's shares for the three years after theoptions are granted compared to the average total return of the shares of a relevantnumber of companies which are similar to the Company during the same three-year period. The options are granted for a term of eight years

3. These options are granted for a term of eight years, and become exercisable aftera 3 year vesting period.

4. These options are granted for a term of seven years and become exercisable aftera 3 year vesting period.

5. These options have been exercised on January 25, 2013 at a share price of€29.04.



The fair value per option of options granted to current and former members of theManagement Board was €16.92 in 2010, €10.43 in 2011 and €12.27 in 2012.

In 2012 no options to purchase ASM International NV common shares were exercisedand as a result no new shares were issued for the exercise of these options.

The following table sets forth as to all current and former members of the SupervisoryBoard of the Company information concerning all remuneration (base compensation, nobonuses or pensions were paid) from the Company (including its subsidiaries) forservices in all capacities:


2011 2012

Total Total


321 321

The remuneration of members of the Supervisory Board has been determined by theGeneral Meeting of Shareholders.

No stock options have been issued to members of the Supervisory Board.



12 Months EndedProvision for Warranty(Tables) Dec. 31, 2012

Standard Product Warranty Disclosure [Abstract]Schedule of Changes in the Amount of Provision forWarranty

The changes in the amount of provision for warranty are asfollows:






12 Months EndedShare Ownership andRelated Party Transactions

(Tables) Dec. 31, 2012

Related Party Transactions[Abstract]Schedule of Ownership orControlling Interest ofOutstanding Common Shares

The ownership or controlling interest of outstanding common shares of ASMInternational NV by members of the Management Board and Supervisory Board ormembers of their immediate family are as follows:


Sharesowned




outstanding

A.H. del Prado 9,204,284 16.62% 9,204,284 14.59%C.D. del Prado(member of theManagement Board) 132,945 0.24% 132,945 0.21%

StichtingAdministratiekantoor ASMI 2,142,039 3.87% 2,142,039 3.39%



Employee Benefits (ScheduleOf Expected To Pay Benefits

For Subsequent Years)(Details) (EUR €)


Dec. 31, 2012

Defined Benefit Plan Disclosure [Line Items]2013 € 4182014 3972015 5342016 7522017 851Aggregate for the years 2018-2022 7,754Total 10,706Front-End [Member]Defined Benefit Plan Disclosure [Line Items]2013 2502014 2542015 3072016 4312017 451Aggregate for the years 2018-2022 3,495Total 5,188Back-End [Member]Defined Benefit Plan Disclosure [Line Items]2013 1682014 1432015 2272016 3212017 400Aggregate for the years 2018-2022 4,259Total € 5,518



12 Months EndedRestructuring Expenses(Tables) Dec. 31, 2012

Restructuring Charges [Abstract]Summary of Aggregated Restructuring Expensesby Type

The following table summarizes the aggregated restructuringexpenses by type:


2010 2011 2012

Employee related expenses 4,534 — 891Contract termination relatedexpenses 779 — —Transition expenses 3,806 — —Other expenses 2,082 — —




12 Months EndedProperty, Plant AndEquipment (Tables) Dec. 31, 2012

Property, Plant and Equipment [Abstract]Schedule of Changes in the Amount of Property, PlantAnd Equipment

The changes in the amount of property, plant andequipment are as follows:

Land,buildings and



furnitureand

fixtures Total


Capital expenditures 38,993 50,226 89,219Acquisition 276 11,249 11,525Impairment (1,416) (6,622) (8,038)Retirements andsales (9,361) (30,692) (40,053)Reclassification (235) 235 —Foreign currencytranslation effect 8,186 20,665 28,851

Balance December 31,2011 167,874 454,950 622,824

Capital expenditures 23,355 44,807 68,162Retirements andsales (278) (10,253) (10,531)Reclassification 428 (748) (320)Foreign currencytranslation effect (3,499) (13,127) (16,626)

Balance December 31,2012 187,880 475,629 663,509Accumulateddepreciation:Balance January 1, 2011 74,216 269,167 343,383

Depreciation for theyear 9,170 30,815 39,985Retirements andsales (9,310) (26,920) (36,230)Foreign currencytranslation effect 3,020 12,486 15,506

Balance December 31,2011 77,096 285,548 362,644

Depreciation for theyear 12,420 35,282 47,702Retirements andsales (81) (9,558) (9,639)Reclassification 3 (323) (320)Foreign currencytranslation effect (2,061) (10,253) (12,314)



Balance December 31,2012 87,377 300,696 388,073Property, plant andequipment, net:


Schedule of Useful Lives of Property, Plant AndEquipment Useful lives in years: Buildings and leasehold

improvements 10-25Machinery and equipment 2-10Furniture and fixtures 2-10



12 Months EndedList of SignificantSubsidiaries Dec. 31, 2012

Segment Reporting[Abstract]List of Significant Subsidiaries List of Significant Subsidiaries

% Ownership December31,


ASM Europe BV 1 Almere, the Netherlands 100.00% 100.00%ASM United Kingdom Sales BV 1 Almere, the Netherlands 100.00% 100.00%ASM Germany Sales BV 1 Almere, the Netherlands 100.00% 100.00%ASM Pacific Holding BV1, 3 Almere, the Netherlands 100.00% 100.00%ASM France S.A.R.L. Montpellier, France 100.00% 100.00%ASM Belgium NV Leuven, Belgium 100.00% 100.00%ASM Italia Srl Agrate, Italy 100.00% 100.00%ASM Microchemistry Oy Helsinki, Finland 100.00% 100.00%ASM Services and SupportIreland Ltd

Dublin, Ireland100.00% 100.00%

ASM Services and Support IsraelLtd

Tel Aviv, Israel100.00% 100.00%

ASM America, Inc Phoenix, Arizona, UnitedStates 100.00% 100.00%

ASM Japan KK Tokyo, Japan 100.00% 100.00%ASM Wafer Process EquipmentLtd

Quarry Bay, Hong Kong,People’sRepublic of China 100.00% 100.00%

ASM China Trading Ltd Shanghai, People’s Republicof China 100.00% 100.00%

% OwnershipDecember 31,


ASM Wafer ProcessEquipment SingaporePte Ltd

Singapore

100.00% 100.00%ASM Front-End Sales &Services Taiwan Co, Ltd

Hsin-Chu, Taiwan100.00% 100.00%

ASM Services & SupportMalaysia SDN BDH

Kuala Lumpur, Malaysia—% 100.00%

ASM Front-EndManufacturing SingaporePte Ltd

Singapore

100.00% 100.00%ASM NuTool, Inc Phoenix, Arizona, United States 100.00% 100.00%ASM Genitech Korea Ltd Cheonan, South Korea 100.00% 100.00%ASM IP Holding BV 1 Almere, the Netherlands 100.00% 100.00%ASM Pacific Technology Ltd Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%



ASM Assembly AutomationLtd 2

Kwai Chung, Hong Kong, People’sRepublic of China 52.17% 51.96%

ASM Assembly Materials Ltd2


ASM Technology SingaporePte Ltd 2

Singapore52.17% 51.96%

ASM Technology (M) SdnBhd 2

Johor Bahru, Malaysia52.17% 51.96%

ASM SemiconductorMaterials (Shenzhen)Co. Ltd 2

Shenzhen, People’s Republic ofChina

52.17% 51.96%Edgeward Development Ltd2

Guernsey, Channel Islands52.17% 51.96%

Shenzhen ASM MicroElectronic TechnologyCo. Ltd 2


52.17% 51.96%ASM Assembly SystemsManagement GmbH. 4


ASM Assembly SystemsManagement GmbH & C o KG 4

Munich, Germany

52.17% 51.96%ASM Assembly Systems Ltd4


ASM Pacific( Hong Kong)Ltd 4


ASM Pacific (Holdings) Ltd Kwai Chung, Hong Kong, People’sRepublic of China 52.17% 51.96%

ASM MicroelectronicTechnical Services(Shanghai) Company Ltd

Shanghai, People’s Republic of China

52.17% 51.96%ASM (Assembly Systems)GmbH & C o K G 4

Vienna, Austria52.17% 51.96%

ASM Assembly Systems,LLC 4

Suwanee, United States52.17% 51.96%

ASM Assembly SystemsPte. Ltd 4


ASM Technology (Huizhou)Ltd

People’s Republic of China52.17% 51.96%

ASM Technology China Ltd People’s Republic of China 52.17% 51.96%

(1) For these subsidiaries ASM International NV has filed statements at the DutchChamber of Commerce assuming joint and several liability in accordance withArticle 403 of Book 2, Part 9 of the Netherlands Civil Code.

(2) 100% subsidiaries of ASM Pacific Technology Ltd.(3) Established in 2008, ASM Pacific Holding BV is holding 51.96% of the shares in

ASM Pacific Technology Ltd.(4) 100% subsidiaries of ASM Pacific Technology Ltd., Acquired January 7, 2011.

The accounts of the above mentioned entities and of certain insignificant subsidiaries notmentioned above have been consolidated in the Consolidated Financial Statements.



12 Months EndedDisclosures about Segmentsand Related Information

(Schedule of SegmentReporting Information by

Segment) (Details) (EUR €)

Dec. 31, 2012 Dec. 31, 2011 Dec. 31, 2010 Dec. 31,2009

Segment Reporting Information [Line Items]Percentage of interest acquired in subsidiary 51.96%Net sales to unaffiliated customers €

1,418,067,000€1,634,334,000

€1,222,900,000

Gross profit 440,429,000 570,626,000 549,578,000Result from operations 88,256,000 367,450,000 328,640,000Interest income 1,989,000 2,902,000 1,221,000Interest expense (12,113,000) (13,497,000) (15,677,000)Loss resulting from early extinguishment ofdebt (2,209,000) (824,000) (3,609,000)

Accretion interest expense convertible notes (4,469,000) (4,401,000) (6,010,000)Revaluation conversion option 0 (4,378,000)Foreign currency exchange gains (losses), net (3,957,000) 5,604,000 (65,000)Result on investments (766,000) 0 0Income tax expense (26,300,000) (36,692,000) (42,939,000)Net earnings (loss) 40,431,000 316,164,000 242,523,000Allocation of net earnings:Shareholders of the parent 7,149,000 186,770,000 110,639,000Non-controlling interest 33,282,000 129,394,000 131,884,000Capital expenditures 68,162,000 89,218,000 102,974,000Net purchase of other intangibles 4,630,000 7,051,000 624,000Depreciation property, plant & equipment 47,702,000 39,985,000Amortization of other intangible assets 1,264,000 911,000 357,000Depreciation evaluation tools at customers 3,798,000 2,518,000Impairment of property, plant and equipment 0 (8,038,000) 0Cash and cash equivalents 290,475,000 390,250,000 340,294,000 293,902,000Capitalized goodwill 51,888,000 52,131,000 50,815,000Other intangible assets, net 13,915,000 14,776,000Total assets 1,499,506,000 1,582,221,000 1,214,117,000ASM International N.V. [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 1,418,067,000 1,634,334,000 1,222,900,000Gross profit 440,429,000 570,626,000 549,578,000Result from operations 88,256,000 367,450,000 328,640,000Interest income 1,989,000 2,902,000 1,221,000Interest expense (12,113,000) (13,497,000) (15,677,000)Loss resulting from early extinguishment ofdebt (2,209,000) (824,000) (3,609,000)

Accretion interest expense convertible notes (4,469,000) (4,401,000) (6,010,000)



Revaluation conversion option 0 (4,378,000) (19,037,000)Foreign currency exchange gains (losses), net (3,957,000) 5,604,000 (65,000)Result on investments (766,000)Income tax expense (26,300,000) (36,692,000) (42,939,000)Net earnings (loss) 40,431,000 316,164,000 242,523,000Allocation of net earnings:Shareholders of the parent 7,149,000 186,770,000 110,639,000Non-controlling interest 33,282,000 129,394,000 131,884,000Capital expenditures 68,162,000 89,218,000 102,974,000Net purchase of other intangibles 4,630,000 7,051,000 625,000Depreciation property, plant & equipment 47,797,000 39,985,000 30,630,000Amortization of other intangible assets 6,864,000 4,471,000 2,735,000Depreciation evaluation tools at customers 3,799,000 2,518,000 2,477,000Impairment of property, plant and equipment (8,038,000)Cash and cash equivalents 290,475,000 390,250,000 340,294,000Capitalized goodwill 51,888,000 52,131,000 50,815,000Other intangible assets, net 13,915,000 14,776,000 6,804,000Other identifiable assets 1,143,228,000 1,125,063,000 816,204,000Total assets 1,499,506,000 1,582,221,000 1,214,117,000Total debt 80,623,000 195,409,000 215,681,000Headcount in full-time equivalents 17,404 [1] 16,194 [1] 16,699 [1]

Front-End [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 370,409,000 456,065,000 293,356,000Gross profit 124,531,000 172,318,000 114,624,000Result from operations 539,000 62,581,000 15,954,000Interest income 1,015,000 976,000 615,000Interest expense (11,381,000) (13,142,000) (15,677,000)Loss resulting from early extinguishment ofdebt (2,209,000) (824,000) (3,609,000)

Accretion interest expense convertible notes (4,329,000) (4,401,000) (6,010,000)Revaluation conversion option 0 (4,378,000) (19,037,000)Foreign currency exchange gains (losses), net (3,050,000) 8,296,000 (1,809,000)Result on investments (766,000)Income tax expense (8,965,000) (4,581,000) (6,106,000)Net earnings (loss) (29,146,000) 44,527,000 (35,679,000)Allocation of net earnings:Capital expenditures 21,973,000 16,369,000 17,653,000Net purchase of other intangibles 2,042,000 6,141,000 43,000Depreciation property, plant & equipment 10,968,000 9,162,000 8,930,000Amortization of other intangible assets 4,071,000 2,655,000 2,338,000Depreciation evaluation tools at customers 3,799,000 2,518,000 2,477,000Impairment of property, plant and equipment 0Cash and cash equivalents 145,061,000 228,114,000 142,420,000



Capitalized goodwill 11,649,000 11,193,000 11,193,000Other intangible assets, net 9,049,000 9,643,000 6,089,000Other identifiable assets 334,399,000 336,090,000 281,076,000Total assets 500,158,000 585,040,000 440,777,000Total debt 0 162,464,000 215,681,000Headcount in full-time equivalents 1,636 [1] 1,631 [1] 1,450 [1]

Back-End [Member] | ASM Pacific TechnologyLtd. [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 1,047,658,000 1,178,270,000 929,544,000Gross profit 315,898,000 398,308,000 434,954,000Result from operations 87,717,000 304,869,000 312,686,000Interest income 974,000 1,925,000 605,000Interest expense (732,000) (354,000) 0Loss resulting from early extinguishment ofdebt 0 0 0

Accretion interest expense convertible notes (140,000) 0 0Revaluation conversion option 0 0 0Foreign currency exchange gains (losses), net (907,000) (2,692,000) 1,744,000Result on investments 0Income tax expense (17,335,000) (32,111,000) (36,833,000)Net earnings (loss) 69,577,000 271,637,000 278,202,000Allocation of net earnings:Capital expenditures 46,189,000 72,849,000 85,320,000Net purchase of other intangibles 2,588,000 910,000 582,000Depreciation property, plant & equipment 36,829,000 30,823,000 21,700,000Amortization of other intangible assets 2,793,000 1,815,000 397,000Depreciation evaluation tools at customers 0 0 0Impairment of property, plant and equipment (8,038,000)Cash and cash equivalents 145,414,000 162,136,000 197,874,000Capitalized goodwill 40,239,000 40,939,000 39,622,000Other intangible assets, net 4,866,000 5,133,000 715,000Other identifiable assets 808,829,000 788,973,000 535,129,000Total assets 999,348,000 997,181,000 773,340,000Total debt € 80,623,000 € 32,946,000 € 0Headcount in full-time equivalents 15,768 [1] 14,563 [1] 15,249 [1]

[1] Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.



Commitments andContingencies (Schedule ofCapital Leases in Property,

Plant And Equipment)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011

Commitments And Contingencies [Line Items]Capital leased assets, gross € 3,829 € 4,342Less accumulated depreciation (3,829) (4,075)Capital leased assets, net 0 267Machinery And Equipment [Member]Commitments And Contingencies [Line Items]Capital leased assets, gross 3,485 3,953Furniture And Fixtures [Member]Commitments And Contingencies [Line Items]Capital leased assets, gross € 344 € 389



12 Months EndedIncome Taxes (Tables) Dec. 31, 2012Income Tax Expense(Benefit) [Abstract]Components Of Earnings(Loss) Before Income TaxesAnd Non-Controlling Interest

The components of earnings (loss) before income taxes and Non-controlling interest consist of:


2010 2011 2012


Schedule Of Income TaxExpense



2010 2011 2012


(38,847) (65,178) (26,447)Deferred:



Schedule Of Reconciliation OfThe Provisions For IncomeTaxes And The Amounts ThatWould Be Computed UsingStatutory Income Tax Rates

A reconciliation of the provisions for income taxes and the amounts that would be computed usingthe Netherlands statutory income tax rates is set forth as follows:


2010 2011 2012

Earnings before income taxes and Non-controlling interest 285,462 352,855 66,731Netherlands statutory income tax rate 25.5% 25.0% 25.0%Income tax provision at statutory rate (72,793) (88,214) (16,683)Non-deductible expenses (8,250) (8,228) (6,508)Foreign taxes at a rate other than the Netherlandsstatutory rate 24,198 12,983 (2,699)Valuation allowance (3,698) 17,991 (14,876)Non-taxable income 18,536 30,156 4,887Other 1 (932) (1,380) 9,579Income tax expense (42,939) (36,692) (26,300)

1) Other for 2012 consist of tax credits €3,163 and unwinding of temporary differences in thecurrent year for which no deferred tax was recognized in prior years €5,549

Schedule Of Deferred IncomeTaxes




Exchangedifferences

December31, 2011

Deferred taxassets:

Reservesandallowances 7,020 255 163 3,860 (337) (546) 10,415



Netoperatinglosses 153,407 7,038 — (74,935) — 1,210 86,720Depreciation 2,331 (1,164) — (801) — (3) 363Other 1,216 (12,302) — 18,438 — (961) 6,391

Gross deferredtax assets 163,974 (6,173) 163 (53,438) (337) (300) 103,889Less: valuationallowance (149,600) — 73,010 — 123 (76,467)Net deferredtax assets 14,374 (6,173) 163 19,572 (337) (177) 27,422Deferred taxliabilities: (322) (13,295) (163) 8,914 — 485 (4,381)Net deferredincome taxes 14,052 (19,468) — 28,486 (337) 308 23,041

January1, 2012 Acquisitions Reclassifications


Exchangedifferences

December31, 2012

Deferred taxassets:Reserves andallowances 10,415 — 3,985 4,928 1,730 (736) 20,322Net operatinglosses 86,720 — — (2,303) — (939) 83,478Depreciation 363 — 508 1,478 — (89) 2,260Other 6,391 — (6,525) 1,345 28 (127) 1,112Gross deferredtax assets 103,889 — (2,032) 5,448 1,758 (1,891) 107,172Less: valuationallowance (76,467) — (180) (6,442) — (161) (83,250)Net deferred taxassets 27,422 — (2,212) (994) 1,758 (2,052) 23,922Deferred taxliabilities: (4,381) — 2,212 1,142 — 39 (988)Net deferredincome taxes 23,041 — — 148 1,758 (2,013) 22,934

Schedule Of Deferred TaxAssets And Liabilities


December 31,

2011 2012


23,041 22,934

Schedule Of Amounts AndExpiration Dates Of NetOperating Losses For TaxPurposes


Expiration year

Total of netoperatinglosses for taxpurposes

Net operatinglosses forwhichdeferred tax



assets arerecognized

2013 16,309 —2014 37,607 —2015 — —2016 — —2017 47,429 —2018 47,293 —2019 35,905 —2020 147 —2021 60,564 1492022-2028 — —2029 22,374 —2030 3,689 —Unlimited 47,160 80Total 318,477 229

Schedule Of Reconciliation OfThe Beginning And EndingBalance Of The Liability ForUnrecognized Tax Benefits

A reconciliation of the beginning and ending balance of the liability for unrecognized tax benefits isas follows:





Summary Of Open Tax YearsBy Major Jurisdiction


Jurisdiction

Japan 2009-2012

Hong Kong 2006-2012


Singapore 2006-2012





12MonthsEnded

12 Months Ended

Research and Development(Narrative) (Details) Dec. 31,

2012

Dec. 31, 2012Levitech B.V.

[Member]

Dec. 31, 2010Research And Development

Expense [Member]Levitech B.V. [Member]

Dec. 31, 2010Rapid Thermal

Processing [Member]patent

Research And Development[Line Items]Percentage of product salesrepayable 4.00%

Percentage of interest acquiredin subsidiary 51.96% 20.00% 20.00%

Issued patents (in patents) 61Pending patents (in patents) 11



Income Taxes (Schedule OfDeferred Tax Assets And

Liabilities) (Details) (EUR €)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Income Tax Expense (Benefit) [Abstract]Deferred tax assets-current € 17,967 € 14,350Deferred tax assets-non-current 5,955 13,072Deferred tax liabilities-current (36) (3,513)Deferred tax liabilities-non-current (952) (868)Net deferred income taxes € 22,934 € 23,041 € 14,052



12 Months EndedAccounts Receivable (Tables) Dec. 31, 2012Accounts Receivable, Net, Current[Abstract]Schedule of Carrying Amount OfAccounts Receivable

The carrying amount of accounts receivable is as follows:





December31, 2011 264,224 31,529 12,126 13,579 9,433 330,891December31, 2012 223,546 38,666 13,537 13,954 15,137 304,840

Schedule of Changes In Allowance ForDoubtful Accounts Receivable




Balance December 31, 2011 (7,601)Charged to selling, general and administrative expenses (2,825)Utilization 1,841Foreign currency translation effect 34




12 Months EndedLitigation andEnvironmental Matters Dec. 31, 2012

Loss Contingency,Information about LitigationMatters [Abstract]Litigation and EnvironmentalMatters

Litigation and Environmental MattersThe Company is a party to various legal proceedings incidental to its business and issubject to a variety of environmental and pollution control laws and regulations. As is thecase with other companies in similar industries, the Company faces exposure fromactual or potential claims and legal proceedings. Although the ultimate disposition oflegal proceedings cannot be predicted with certainty, it is the opinion of the Company’smanagement that the outcome of any claim which is pending or threatened, eitherindividually or on a combined basis, will not have a material effect on the financialposition of the Company, its cash flows and result of operations.



12 Months EndedCommitments andContingencies Dec. 31, 2012

Commitments andContingencies Disclosure[Abstract]Commitments andContingencies

Commitments and ContingenciesCapital leases included in property, plant and equipment are as follows:

December 31,

2011 2012



267 —

At December 31, 2012 operating leases having initial or remaining non-cancelable termsin excess of one year are as follows:

Operatingleases

2013 21,4302014 17,5482015 12,3562016 8,5392017 5,424


Aggregate rental expense for operating leases was €10,173 in 2010, €22,335 in 2011and €24,661 in 2012. At December 31, 2012 the Company had entered into purchasecommitments with suppliers in the amount of €141,908 for purchases, of which €139,221for purchases within the next 12 months. Commitments for capital expenditures atDecember 31, 2012 were €10,552.

Change of Control Transaction

Pursuant to our 1997 settlement agreement with Applied Materials, as amended andrestated in 1998, if we desire to effect a change of control transaction, as defined in thesettlement agreement which generally involves our Front-end operations and not ourholdings in ASMPT, with a competitor of Applied Materials, we must first offer the changeof control transaction to Applied Materials on the same terms as we would be willing toaccept from that competitor pursuant to a bona fide arm’s-length offer made by thatcompetitor.



12 Months Ended 1 MonthsEnded 12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended

Convertible SubordinatedDebt (Narrative) (Details) Dec. 31, 2012

EUR (€)Dec. 31, 2011

EUR (€)

Dec. 31,2010

EUR (€)

Dec. 31, 20044.25%

ConvertibleSubordinated

Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20114.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20104.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20094.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20094.25%


Notes, DueDecember

2011[Member]EUR (€)

Dec. 31, 20084.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20074.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20074.25%


Notes, DueDecember


Dec. 31, 20124.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20124.25%


Notes, DueDecember


Dec. 31, 20114.25%


Notes, DueDecember


Nov. 30,2009

6.50%ConvertibleUnsecuredNotes, Due

2014[Member]USD ($)

Nov. 30,2009



Dec. 31,2012


2014[Member]USD ($)

Dec. 31,2012



Nov. 27,2012


2014[Member]

Oct. 08,2012


2014[Member]

Dec. 31,2011



Dec. 31,2012

CommonShares

[Member]

Dec. 31,2011

CommonShares

[Member]

Dec. 31,2010

CommonShares

[Member]

Dec. 31, 2008TreasuryShares

PreviouslyPurchased[Member]

4.25%Convertible

SubordinatedNotes, DueDecember

2011[Member]

Dec. 31, 2008Newly Issued

CommonShares

[Member]4.25%


Notes, DueDecember

2011[Member]

Debt Conversion [LineItems]Accretion interest expense € 4,469,000 € 4,401,000Convertible subordinated notes 150,000,000 0 150,000,000 0 0 0 150,000,000 0 0 150,000,000Convertible subordinatednotes, interest rate 4.25% 6.50% 6.50% 6.50%

Convertible subordinatednotes, conversion rate 48.0307 58.5851 58.5851

Convertible subordinatednotes, conversion rate, baseamount

1,000 1,000

Conversion price, per share $ 20.82 € 17.09Convertible, conversion priceadjusted € 16.53 € 16.85

Percentage of redemptionprice equal to principal amount 100.00% 100.00% 100.00% 100.00% 100.00%

Percentage of common sharesthat exceeds conversion price 130.00% 130.00% 130.00% 130.00%

Term of common sharesexceeds coversion pricethreshold of 30 consecutivetrading days

20 days 20 days 20 days

Amount of convertiblesubordinated notes,repurchased at nominal value

56,500,000 26,300,000 14,600,000

Convertible subordinatednotes, repurchased on marketvalue

74,600,000 33,700,000 19,400,000

Subordinated notes convertedinto shares 4,400,000 7,000 7,700,000

Subordinated debt convertedinto number of shares (inshares)

9,074,396,0002,151,020,000878,491,000 337 372,426 9,074,396 9,074,396 9,074,396 2,151,020 878,491 102,509 269,917

Loss resulting from earlyextinguishment of debt € 2,209,000 € 824,000 € 3,609,000 $ (3,609) € (1,548,000) € 3,740,000

Conversion price adjusted forcash dividend $ 20.71

Convertible subordinatednotes, newly issued commonshares (in shares)

9,074,396,0002,151,020,000878,491,000 337 372,426 9,074,396 9,074,396 9,074,396 2,151,020 878,491 102,509 269,917



12 Months EndedShareholders' Equity(Tables) Dec. 31, 2012

Stockholders' Equity Note [Abstract]Schedule Of Changes In The Amount OfAccumulated Other Comprehensive Loss

The changes in the amount of accumulated other comprehensive lossare as follows:

Foreigncurrency

translationeffects



Unrecognizedpension


Balance January 1,2011 (33,687) 13 (565) (34,239)

Foreigncurrencytranslationeffect ontranslation offoreignoperations 13,357 — — 13,357Increase in fairvalue ofderivativeinstruments,net of tax — (13) — (13)Actuarial loss — — 744 744Total change inaccumulatedothercomprehensiveloss 13,357 (13) 744 14,088

Balance December31, 2011 (20,330) — 179 (20,151)

Foreigncurrencytranslationeffect ontranslation offoreignoperations (6,994) — — (6,994)Actuarial loss — — (1,797) (1,797)Total change inaccumulatedothercomprehensiveloss (6,994) — (1,797) (8,791)

Balance December31, 2012 (27,324) — (1,618) (28,942)



12 Months EndedInventories (Tables) Dec. 31, 2012Inventory Disclosure [Abstract]Schedule of Inventories Inventories consist of the following:

December 31,

2011 2012


Schedule of Changes In Allowance For Obsolescence The changes in the allowance for obsolescence are as follows:







12 Months EndedFinancial Instruments andRisk Management Dec. 31, 2012

Summary of DerivativeInstruments by RiskExposure [Abstract]Financial Instruments and RiskManagement

Financial Instruments and Risk Management

Financial Instruments

Financial instruments include:

Financial assets:

December 31,

2011 2012



December 31,

2011 2012

Notes payable to banks 40,680 61,675Accounts payable 157,549 151,761Current portion of long-term debt 4,332 6,316Long-term debt 15,319 12,632Convertible subordinated debt 135,078 —Derivative instruments designated in fair value hedges 1,764 —



2011 2012




Fair value is the price that would be received to sell an asset pr paid to transfer a liabilityin an orderly transaction between market participants at the measurement date. ASMIuses the following fair value hierarchy, which prioritizes the inputs to valuationtechniques used to measure fair value into three levels and bases the categorizationwithin the hierarchy upon the lowest level of input that is available and significantto the fair value measurement:

Level 1. Quoted prices in active markets that are accessible at the measurementdate for identical assets and liabilities.

Level 2. Inputs other than Level 1 that are observable, either directly or indirectly,such as quoted prices for similar assets or liabilities, quoted prices inmarkets that are not active, or other inputs that are observable or can becorroborated by observable market data for substantially the full term ofthe assets or liabilities.

Level 3. Unobservable inputs that are supported by little or no market activity andthat are significant to the fair value of the assets or liabilities.

There were no transfers between levels during the years ended December 31, 2012 andDecember 31, 2011.

The following table presents the Company’s financial assets and financial liabilities thatare measured at fair value on a recurring basis.



December 31, 2011Liabilities:Derivative financialinstruments 1) 1,764 — 1,764 — 1,764Total 1,764 — 1,764 — 1,764December 31, 2012Assets:Derivative financialinstruments 1) 145 — 145 — 145Total 145 — 145 — 145

1) Derivative financial instruments consist of forward foreign exchange contracts.

The valuation technique used to determine the fair value of forward foreign exchangecontracts (used for hedging purposes) approximates the Net Present Value techniquewhich is the estimated amount that a bank would receive or pay to terminate the forwardforeign exchange contracts at the reporting date, taking into account current interestrates and current exchange rates.

Financial Risk Factors

ASMI is exposed to a number of risk factors: market risks (including foreign exchangerisk and interest rate risk), credit risk and liquidity risk. The Company uses forwardexchange contracts to hedge its foreign exchange risk. The Company does not enterinto financial instrument transactions for trading or speculative purposes.

Foreign Exchange Risk



ASMI and its subsidiaries conduct business in a number of foreign countries, with certaintransactions denominated in currencies other than the functional currency of theCompany (euro) or one of its subsidiaries conducting the business. The purpose of theCompany’s foreign currency management is to manage the effect of exchange ratefluctuations on revenues, costs and cash flows and assets and liabilities denominated inselected foreign currencies, in particular denominated in US dollar.

We use forward exchange contracts to hedge its foreign exchange risk of anticipatedsales or purchase transactions in the normal course of business, which occur within thenext twelve months, for which the Company has a firm commitment from a customer orto a supplier. The terms of these contracts are consistent with the timing of thetransactions being hedged. The hedges related to forecasted transactions aredesignated and documented at the inception of the hedge as cash flow hedges, and areevaluated for effectiveness quarterly. The effective portion of the gain or loss on thesehedges is reported as a component of accumulated other comprehensive loss inShareholders’ Equity, and is reclassified into earnings when the hedged transactionaffects earnings.

The majority of revenues and costs of the Company’s Back-end segment aredenominated in Hong Kong dollars, Chinese Yuan and US dollars. The effect ofexchange rate fluctuations on revenues, costs and cash flows and assets and liabilitiesdenominated in foreign currencies is periodically reviewed.

Changes in the fair value of derivatives that do not qualify for hedge treatment, as wellas the ineffective portion of any hedges, are recognized in earnings. The Companyrecords all derivatives, including forward exchange contracts, on the balance sheet atfair value in other current assets or accrued expenses. If the underlying transactionbeing hedged fails to occur, or if a portion of any derivative is ineffective, the gain or lossis immediately recognized in earnings under foreign currency exchange gains (losses) inthe Consolidated Statement of Operations. Hedge ineffectiveness was insignificant forthe years ended December 31, 2011 and December 31, 2012.

Furthermore, the Company might manage the currency exposure of certain receivablesand payables using derivative instruments, such as forward exchange contracts (fairvalue hedges) and currency swaps, and non-derivative instruments, such as debtborrowings in foreign currencies. The gains or losses on these instruments provide anoffset to the gains or losses recorded on receivables and payables denominated inforeign currencies. The derivative instruments are recorded at fair value and changes infair value are recorded in earnings under foreign currency exchange gains (losses) in theConsolidated Statement of Operations. Receivables and payables denominated inforeign currencies are recorded at the exchange rate at the balance sheet date andgains and losses as a result of changes in exchange rates are recorded in earningsunder foreign currency exchange gains (losses) in the Consolidated Statement ofOperations.

To the extent that exchange rate fluctuations impact the value of the Company’sinvestments in its foreign subsidiaries, they are not hedged. The cumulative effect ofthese fluctuations is separately reported in Consolidated Shareholders’ Equity.Reference is made to Note 19.



Fairvalue



Euro Euro





Short position US$ (27,100) (145) —

For forward exchange contracts, market values based on external quotes from bankshave been used to determine the fair value.

The following table analyzes the Company’s sensitivity to a hypothetical 10%strengthening and 10% weakening of the US dollar, Singapore dollar, Hong Kong dollarand Japanese yen against the euro as of December 31, 2011 and December 31, 2012.This analysis includes foreign currency denominated monetary items and adjusts theirtranslation at year end for a 10% increase and 10% decrease of the US dollar,Singapore dollar, Hong Kong dollar or Japanese yen against the euro. A positive amountindicates an increase in equity. Recognized in equity is the revaluation effect ofsubsidiaries denominated in US dollar, Singapore dollar, Hong Kong dollar andJapanese yen.

Impact on equity

2011 2012


A hypothetical 10% strengthening or 10% weakening of any currency other than the USdollar, Hong Kong dollar, Singapore dollar and Japanese yen against the euro as ofDecember 31, 2011 and December 31, 2012 would not result in a material impact onequity.

The following table analyzes the Company’s sensitivity to a hypothetical 10%strengthening and 10% weakening of the US dollar, Hong Kong dollar and JapaneseYen against the euro at average exchange rates for the years 2011 and 2012. A positiveamount indicates an increase in net earnings.


2011 2012

10% increase of Japanese yen versus euro (519) 92310% decrease of Japanese yen versus euro 519 (923)10% increase of US dollar versus euro 1,887 91510% decrease of US dollar versus euro (1,887) (915)



10% increase of Hong Kong dollar versus euro 14,392 3,63010% decrease of Hong Kong dollar versus euro (14,392) (3,630)

A hypothetical 10% strengthening or 10% weakening of any currency other than the USdollar, Hong Kong dollar and the Japanese yen against the euro at average exchangerates for the years 2011 and 2012 would not result in a material impact on net earnings.

Interest Risk

We are exposed to interest rate risk primarily through our borrowing activities. TheCompany does not enter into financial instrument transactions for trading or speculativepurposes or to manage interest rate exposure. At December 31, 2012 the Company had€18,948 in long-term debt at fixed interest rates and €61,675 in other borrowings withvariable short-term interest rates. A hypothetical change in the average interest rate by10% on the portion of the Company’s debt bearing interest at variable rates would notresult in a material change in interest expense at December 31, 2011 and December 31,2012 borrowing levels.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of creditrisk consist primarily of cash and cash equivalents, accounts receivable and derivativeinstruments. These instruments contain a risk of counterparties failing to discharge theirobligations. We monitor credit risk and manages credit risk exposure by type of financialinstrument by assessing the creditworthiness of counterparties. We do not anticipatenonperformance by counterparties given their high creditworthiness.

The Company’s customers are semiconductor device manufacturers located throughoutthe world. We perform ongoing credit evaluations of our customers' financial condition.We take additional measures to mitigate credit risk when considered appropriate bymeans of down payments, letters of credit. We generally do not require collateral orother security to support financial instruments with credit risk.

Concentrations of credit risk (whether on or off-balance sheet) that arise from financialinstruments exist for groups of customers or counterparties when they have similareconomic characteristics that would cause their ability to meet contractual obligations tobe similarly affected by changes in economic or other conditions.

The Company derives a significant percentage of its revenue from a small number oflarge customers. The Company’s largest customer accounted for approximately 8.8% ofnet sales in 2012 (2011: 6.4%; 2010: 5.2%) and the ten largest customers accounted forapproximately 31.6% of net sales in 2012 (2011: 27.9%; 2010: 27.9%). Sales to theselarge customers also may fluctuate significantly from time to time depending on thetiming and level of purchases by these customers. Significant orders from suchcustomers may expose the Company to a concentration of credit risk and difficulties incollecting amounts due, which could harm the Company’s financial results. AtDecember 31, 2012 one customer accounted for 6.5% of the outstanding balance inaccounts receivable (2011: 4.5%; 2010: 6.0%).

We invest our cash and cash equivalents in short-term deposits and derivativeinstruments with high-rated financial institutions. We only enter into transactions with alimited number of major financial institutions that have high credit ratings and we closelymonitor the creditworthiness of our counterparties. Concentration risk is mitigated bylimiting the exposure to a single counterparty.

The maximum credit exposure is equal to the carrying values of cash and cashequivalent and accounts receivable.



Liquidity Risk

The following table summarizes the Company’s contractual obligations as atDecember 31, 2012 aggregated by type of contractual obligation:

TotalLess than

1 year1-3

years3-5

yearsMore than

5 years


Purchase commitments tosuppliers 141,908 139,221 2,687 — —Capital expenditurecommitments 10,553 10,273 280 — —

Unrecognized tax benefits(ASC 740) 22,511 22,511 — — —Total contractual obligations 342,681 263,360 46,938 15,566 16,817

__________________(1) Including accrued interest based on the percentages at the reporting date.

Total short-term lines of credit amounted to €337,567 at December 31, 2012. Theamount outstanding at December 31, 2012 was €61,675 and the undrawn portion totaled€275,893. The undrawn portion includes the standby revolving credit facility of €150,000with a consortium of banks. The facility, available through July 31, 2015, is secured by aportion of the Company’s shareholding in ASMPT. The undrawn portion includes€61,675 for ASMPT, which amount is restricted to be used only in the operations ofASMPT.

The Company uses notes payable to banks to manage short term liquidity and useslong-term debt and convertible subordinated debt to manage long term liquidity.

For the majority of purchase commitments, the Company has flexible delivery schedulesdepending on the market conditions, which allows the Company, to a certain extent, todelay delivery beyond originally planned delivery schedules.



12 Months EndedResearch And Development Dec. 31, 2012Research and DevelopmentExpense [Abstract]Research and Development Research and Development

Research and Development consists of the following:


2010 2011 2012

Research and development expenses 79,331 130,153 150,118Research and development grants and credits (546) (753) (899)Total research and development expenses 78,785 129,400 149,219

The Company’s operations in the Netherlands, Germany and the United States receiveresearch and development grants and credits from various sources. The research anddevelopment grants and credits received from governmental sources in the Netherlandsinclude a credit which is contingently repayable to the extent the Company recognizessales of products to which the credit is related within an agreed upon period. TheCompany does not recognize a liability on the Consolidated Balance Sheet in respect ofthis credit until it recognizes sales of products to which the credit is related, within theagreed upon period and is then charged to cost of sales when such sales are recorded.The repayment amounts to 4.0% of the realized sales of these products.

With the disposal of our RTP business in 2009 the liability has been transferred toLevitech BV, the vehicle in which the management buy-out has been constructed. ASMInternational NV participates for 20% in Levitech BV. With the disposal of our RTPbusiness we have licensed our RTP portfolio of 61 issued patents and 11 pendingpatents to Levitech BV.



12 Months EndedGeneral Information /Summary of Significant

Accounting Policies Dec. 31, 2012

Accounting Policies[Abstract]General Information /Summary of SignificantAccounting Policies

General Information / Summary of Significant AccountingPolicies

General informationASM International NV (“ASMI” or “the Company”) is a Dutch public liability companydomiciled in the Netherlands with its principal operations in Europe, the United Statesand Asia. The Company dedicates its resources to the research, development,manufacturing, marketing and servicing of equipment and materials used to producemainly semiconductor devices.

We are an equipment supplier mainly to the semiconductor, LED and electronicsmanufacturing industry. We design, manufacture and sell equipment and services to ourcustomers for the production of semiconductor devices, or integrated circuits, for theproduction of LEDs, and for electronics manufacturing in general.

The semiconductor capital equipment market is composed of three major marketsegments: wafer processing equipment, assembly and packaging equipment, and testequipment. ASMI is mainly active in the wafer processing and assembly and packagingmarket segments. We also sell lead frames for semiconductor assembly. In addition,ASM AS is offering surface-mount technology (“SMT”) placement tools for the globalelectronics manufacturing industries. The wafer processing segment is referred to as“Front-end.” Assembly and packaging and SMT is referred to as “Back-end.”

The Company’s shares are listed for trading on the NASDAQ (symbol ASMI) and theEuronext Amsterdam Stock Exchange (symbol ASM).

The accompanying consolidated financial statements include the financial statements ofASM International NV headquartered in Almere, the Netherlands, and its consolidatedsubsidiaries (together referred to as “ASMI” or the “Company”).

Basis of preparationThe Company follows accounting principles generally accepted in the United States ofAmerica (“US GAAP”) and applies the going concern basis in preparing its consolidatedfinancial statements. Historical cost is used as the measurement basis unless otherwiseindicated.

The accompanying consolidated financial statements are stated in thousands of Euros(“EUR”) unless indicated otherwise. Amounts in these financial statements are roundedto the nearest thousand Euro; therefore amounts may not equal (sub) totals due torounding.

Use of estimatesThe preparation of financial statements in conformity with US GAAP requiresmanagement to make judgments, estimates and assumptions that affect the amountsreported in the financial statements and accompanying notes. Actual results could differmaterially from those estimates. On an ongoing basis, ASMI evaluates its estimates.ASMI bases its estimates on historical experience and on various other assumptions thatare believed to be reasonable, the results of which form the basis for making judgmentsabout the carrying values of assets and liabilities.

Consolidation



The consolidated financial statements include the accounts of ASMI NV and all of itssubsidiaries where ASMI holds a controlling interest. The non-controlling interest isdisclosed separately in the consolidated financial statements. All intercompany profits,transactions and balances have been eliminated in consolidation.

Subsidiaries are all entities over which ASMI has the power to govern the financial andoperating policies.

As further described in the Notes to Consolidated Financial Statements herein, from timeto time, the consolidated subsidiary ASM Pacific Technology Ltd (“ASMPT”) will issuecommon shares pursuant to their Employee Share Incentive Scheme. The effect ofthese issuances is a dilution of the ownership in ASMPT. Results on dilution ofinvestments in subsidiaries are accounted for directly in equity.

Subsidiaries are fully consolidated from the date on which control is transferred to ASMIand are deconsolidated from the date on which ASMI’s control ceases.

Business combinationsASC Topic 805 (“Business Combinations”) requires that companies record acquisitionsunder the purchase method of accounting. Accordingly, the purchase price is allocatedto the tangible assets and liabilities and intangible assets acquired, based on theirestimated fair values. The excess purchase price over the fair value is recorded asgoodwill. Purchased intangibles with definite lives are amortized over their respectiveuseful lives. When a bargain purchase incurs, which is the case when the fair value ofthe acquired business exceeds the purchase price, this surplus in fair value isrecognized as a gain from bargain purchase.

Segment reportingThe Company organizes its activities in two operating segments, Front-end and Back-end. Operating segments are reported in a manner consistent with the internal reportingprovided to the Chief Executive Officer (“CEO”), which is the chief operating decisionmaker (according to ASC 280).

The Front-end segment manufactures and sells equipment used in wafer processing,encompassing the fabrication steps in which silicon wafers are layered withsemiconductor devices. The segment is a product driven organizational unit comprisedof manufacturing, service, and sales operations in Europe, the United States, Japan andSoutheast Asia. The Back-end segment manufactures and sells equipment andmaterials used in assembly and packaging, encompassing the processes in whichsilicon wafers are separated into individual circuits and subsequently assembled,packaged and tested. In January 2011 ASMPT acquired the surface-mount technologyfrom Siemens. The segment is organized in ASM Pacific Technology Ltd., in which theCompany holds a majority of 51.96% interest, whilst the remaining shares are listed onthe Stock Exchange of Hong Kong.

Foreign currency translationItems included in the financial statements of each ASMI’s entities are measured usingthe currency of the primary economic environment in which the entity operates (thefunctional currency). The consolidated financial information is presented in euro (EUR),which is the functional currency of the Company and the group’s presentation currency.

In the preparation of ASMI’s consolidated financial statements, assets and liabilities offoreign subsidiaries of which the functional currency is not the euro, are translated intoeuros at the exchange rate in effect on the respective balance sheet dates. Income andexpenses are translated into euros based on the average exchange rates for thecorresponding period. Resulting translation adjustments are directly recorded inshareholders’ equity. Currency differences on intercompany loans that have the natureof a long-term investment are also accounted for directly in shareholders’ equity.



Derivative financial instrumentsASMI and its subsidiaries conduct business in a number of foreign countries, withcertain transactions denominated in currencies other than the functional currency of theCompany (euro) or one of its subsidiaries conducting the business. The purpose of theCompany’s foreign currency management is to manage the effect of exchange ratefluctuations on income, expenses, cash flows and assets and liabilities denominated inselected foreign currencies, in particular denominated in U.S. dollar.

The Company uses forward exchange contracts to hedge its foreign exchange risk ofanticipated sales or purchase transactions in the normal course of business, which occurwithin the next twelve months, for which the Company has a firm commitment from acustomer or to a supplier. The terms of these contracts are consistent with the timing ofthe transactions being hedged. The hedges related to forecasted transactions aredesignated and documented at the inception of the hedge as cash flow hedges, and areevaluated for effectiveness quarterly. The effective portion of the gain or loss on thesehedges is reported as a component of accumulated other comprehensive income (loss)net of taxes in shareholders’ equity, and is reclassified into earnings when the hedgedtransaction affects earnings.

Changes in the fair value of derivatives that do not qualify for hedge treatment, as wellas the ineffective portion of any hedges, are recognized in earnings. The Companyrecords all derivatives, including forward exchange contracts, on the balance sheet atfair value in other current assets or accrued expenses and other.

Substantially all amounts, which are net of taxes, included in accumulated othercomprehensive loss at December 31, of any year, will be reclassified to net earningswithin the next twelve months, upon completion of the underlying transactions. If theunderlying transaction being hedged fails to occur, or if a portion of any derivative isineffective, the gain or loss is immediately recognized in earnings under foreign currencyexchange gains (losses) in the consolidated statement of operations.

Furthermore, the Company might manage the currency exposure of certain receivablesand payables using derivative instruments, such as forward exchange contracts (fairvalue hedges) and currency swaps, and non-derivative instruments, such as debtborrowings in foreign currencies. The gains or losses on these instruments provide anoffset to the gains or losses recorded on receivables and payables denominated inforeign currencies. The derivative instruments are recorded at fair value and changes infair value are recorded in earnings under foreign currency exchange gains (losses) in theconsolidated statement of operations. Receivables and payables denominated in foreigncurrencies are recorded at the exchange rate at the balance sheet date and gains andlosses as a result of changes in exchange rates are recorded in earnings under foreigncurrency exchange gains (losses) in the consolidated statement of operations.

The Company does not use forward exchange contracts for trading or speculativepurposes.

Cash and cash equivalentsCash and cash equivalents comprise deposits held at call with banks and other short-term highly liquid investments with original maturity of three months or less. Bankoverdrafts are included in notes payable to banks in current liabilities.

Cash and cash equivalents of the Company’s subsidiary ASMPT are restricted to beused only in the operations of ASMPT.

Accounts receivableAccounts receivable are stated at nominal value less an allowance for doubtfulaccounts.



A significant percentage of our accounts receivable is derived from sales to a limitednumber of large multinational semiconductor device manufacturers located throughoutthe world. In order to monitor potential credit losses, we perform ongoing creditevaluations of our customers’ financial condition. An allowance for doubtful accounts ismaintained for potential credit losses based upon management’s assessment of theexpected collectability of all accounts receivable. The allowance for doubtful accounts isreviewed periodically to assess the adequacy of the allowance. In making thisassessment, management takes into consideration any circumstances of which we areaware regarding a customer’s inability to meet its financial obligations; and ourjudgments as to potential prevailing economic conditions in the industry and theirpotential impact on the Company’s customers.

InventoriesInventories are stated at the lower of cost (first-in, first-out method) or market value.Inventory in the SMT business is generally determined on the basis of an averagemethod. Costs include net prices paid for materials purchased, charges for freight andcustom duties, production labor cost and factory overhead. Allowances are made forslow moving, obsolete or unsellable inventory.

Allowances for obsolescence of inventory are determined based on the expecteddemand as well as the expected market value of the inventory. We regularly evaluate thevalue of our inventory of components and raw materials, work in progress and finishedgoods, based on a combination of factors including the following: forecasted sales,historical usage, product end of life cycle, estimated current and future market values,service inventory requirements and new product introductions, as well as other factors.Purchasing requirements and alternative uses for the inventory are explored within theseprocesses to mitigate inventory exposure. We record write downs for inventory based onthe above factors and take into account worldwide quantities and demand into ouranalysis.

Evaluation tools at customersEvaluation tools at customers (“evaluation tools”) are systems generally delivered tocustomers under evaluation or a conditional purchase order and include substantialcustomization by ASM engineers and ASM-R&D staff in the field. Evaluation tools arerecorded at cost and depreciated over their useful life (5 years). The depreciation periodmay be shorter, depending on circumstances. The depreciation expenses are reportedas Cost of sales.

On final acceptance of the system the purchase consideration is recognized as revenue.The carrying value of the evaluation tool at that point in time is recognized as cost ofsales. In the circumstance that the system is returned, at the end of the evaluationperiod, a detailed impairment review takes place, and future sales opportunities andadditional costs are identified. Only when the fair value is below the carrying value of theevaluation tool an additional depreciation is recognized. The remaining carrying value isrecognized as finished goods (inventory).

Long-lived assetsLong-lived assets include goodwill, other intangible assets and property, plant andequipment. Property, plant and equipment are carried at cost, less accumulateddepreciation and any accumulated impairment losses. Capital leased assets arerecorded at the present value of future lease obligations. Depreciation is calculatedusing the straight-line method over the estimated useful lives. Leasehold improvementsare depreciated over the lesser of the estimated useful life of the leasehold improvementor the term of the underlying lease.

Business combinations are accounted for under the purchase acquisition method. TheCompany tests its recorded goodwill and other intangible assets with indefinite lives for



impairment each year on December 31 and whenever events or changes incircumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill is allocated to reporting units for purposes of impairment testing and tested forimpairment on a two-step approach. The implied fair value of goodwill is determined.First the recoverability is tested by comparing the carrying amount of the goodwill withthe fair value being the sum of the discounted future cash flows. If the carrying amountof the goodwill at reporting unit level is higher than the fair value of the goodwill, thesecond step should be performed. The goodwill impairment is measured as the excessof the carrying amount of the goodwill over its fair value.

Other intangible assets with finite lives are amortized over the estimated useful livesusing the straight-line method.

Assets held for saleA long-lived asset to be sold is classified as held for sale in the period in which all of thefollowing criteria are met:

• Management, having the authority to approve the action, commits to a plan tosell the asset.

• The asset is available for immediate sale in its present condition subject only toterms that are usual and customary for sales of such assets.

• An active program to locate a buyer and other actions required to complete theplan to sell the asset have been initiated.

• The sale of the asset is probable, and transfer of the asset is expected to qualifyfor recognition as a completed sale, within one year.

• The asset is being actively marketed for sale at a price that is reasonable inrelation to its current fair value.

If at any time these criteria are no longer met a long-lived asset classified as held forsale will be reclassified as held and used.

If during the initial one-year period, circumstances arise that previously were consideredunlikely and, as a result, a long-lived asset previously classified as held for sale is notsold by the end of that period and all of the following conditions are met:

◦ During the initial one-year period the entity initiated actions necessary torespond to the change in circumstances.

◦ The asset is being actively marketed at a price that is reasonable giventhe change in circumstances.

the period required to complete the sale of a long-lived asset may be extended beyondone year.

Recoverability of long-lived assetsLong-lived assets (except those not being amortized) to be held and used by theCompany are reviewed by the Company for impairment whenever events or changes incircumstances indicate that the carrying amount of an asset may not be recoverable. Inperforming the review for recoverability, the Company estimates the future undiscountedcash flows expected to result from the use of the asset. If the undiscounted future cashflow is less than the carrying amount of the asset, the asset is deemed impaired. Theamount of the impairment is measured as the difference between the carrying value andthe fair value of the asset. Long-lived assets and other intangibles (except those notbeing amortized) to be disposed of are reported at the lower of carrying amount or fairvalue less cost to sell.

Revenue recognitionThe Company recognizes revenue when all four revenue recognition criteria have beenmet: persuasive evidence of an arrangement exists; delivery has occurred or services



have been rendered; seller’s price to buyer is fixed or determinable; and collectability isreasonably assured.

Our Front-end sales frequently involve sales of complex equipment, which may includecustomer-specific criteria, sales to new customers or sales of equipment with newtechnology. For each sale, the decision whether to recognize revenue is, in addition toshipment and factory acceptance, based on: the contractual agreement with a customer;the experience with a particular customer; the technology and the number of similarlyconfigured equipment previously delivered. Based on these criteria we may decide todefer revenue until completion of installation at the customer’s site and obtaining finalacceptance from the customer. Revenue in our AS business on sales subjected tocustomer acceptance is not recognized until customer acceptance occurs.

A major portion of our revenue is derived from contractual arrangements with customersthat have multiple deliverables, such as equipment and installation. When a salesarrangement contains multiple elements, such as equipment and installation,ASMIallocates revenue to each element based on a selling price hierarchy. The selling pricefor a deliverable is based on its vendor specific objective evidence (VSOE) if available,third party evidence (TPE) if VSOE is not available, or best estimated selling price(BESP) if neither VSOE nor TPE is available. ASMI generally utilizes the BESP due tothe nature of our products. The total arrangement consideration is allocated at inceptionof the arrangement to all deliverables on the basis of their relative selling price. Therevenue relating to the undelivered elements of the arrangements is deferred at theirrelative selling prices until delivery of these elements. At December 31, 2010,December 31, 2011 and December 31, 2012 we have deferred revenues frominstallations in the amount of €4.4 million, €6.3 million and €3.5 million respectively.

In general, we recognize revenue from sales of equipment upon transfer of title, which isupon shipment of the equipment, only if testing at the factory has proven that theequipment has met substantially all of the customer’s criteria and specifications

The Company recognizes revenue from installation of equipment upon completion ofinstallation at the customer’s site. At the time of shipment, the Company defers thatportion of the sales price related to the relative selling price of installation. The relativeselling price of the installation process is measured based upon the per-hour amountscharged to clients parties for similar installation services. Installation is completed whentesting at the customer’s site has proven that the equipment has met all of thecustomer’s criteria and specifications. The completion of installation is signed-off by thecustomer (“final acceptance”).

We provide training and technical support service to customers. Revenue related to suchservices is recognized when the service is rendered. Revenue from the sale of spareparts and materials is recognized when transfer of title took place, in general uponshipment of the goods. Freight charges billed to customers are recognized as revenue,the related costs are recognized as cost of sales. Revenues are recognized excludingthe taxes levied on revenues.

Cost of salesCost of sales comprise direct costs such as labor, materials, cost of warranty,depreciation, shipping and handling costs and related overhead costs. Cost of sales alsoincludes third party commission, depreciation expenses of evaluation tools at customers,royalty payments and costs relating to prototype and experimental products, which theCompany may subsequently sell to customers. Costs of warranty include the cost oflabor, material and related overhead necessary to repair a product during the warrantyperiod.

WarrantyWe provide maintenance on our systems during the warranty period, usually one to twoyears. Costs of warranty include the cost of labor, material and related overhead



necessary to repair a product during the warranty period. We accrue for the estimatedcost of the warranty on products shipped in a provision for warranty, upon recognition ofthe sale of the product. The costs are estimated based on actual historical expensesincurred and on estimated future expenses related to current sales, and are updatedperiodically.

Research and development costsResearch and development costs are expensed as incurred. Costs, which relate toprototype and experimental models and are sold to customers, are charged to cost ofsales. Subsidies and other governmental credits to cover research and developmentcosts relating to approved projects are recorded as research and development credits inthe period when such project costs occur. The research and development expenses arepresented net of the development credits.

Share-based compensation expensesThe cost relating to employee stock options (compensation expense) are recognizedbased upon the grant date fair value of the stock options. The fair value at grant date isestimated using a Black-Scholes option valuation model. This model requires the use ofassumptions including expected stock price volatility, the estimated life of each awardand the estimated dividend yield.

The grant date fair value of the stock options is expensed on a straight-line basis overthe vesting period, based on the Company’s estimate of stock options that will eventuallyvest. The impact of the true up of the estimates is recognized in the consolidatedstatement of operations in the period in which the revision is determined.

For further information on ASMI’s employee stock option plans reference is made toNote 20.

Restructuring costsRestructuring expenses are recognized for exit or disposal activities when the liabilityarising from restructuring plans is incurred. Reference is made to Note 25. Distinction ismade in one-time employee termination expenses, contract termination expenses andother associated expenses. For the accounting on the distinguished elements ofrestructuring expenses we apply to the policy as mentioned below. The expenses havebeen charged to “restructuring expenses”.

One-time termination expenses represent the payments provided to employees thathave become redundant and are terminated under the terms and conditions of arestructuring plan. A restructuring plan exists at the date the plan meets all of thefollowing criteria and has been communicated to employees:


• The plan identifies the number of employees that become redundant and theexpected completion date.

• The plan sets out the terms and conditions of the arrangement in sufficientdetail to enable employees to determine the type and amount of benefits theywill receive.

• Actions required to complete the plan indicate that it is unlikely that significantchanges to the plan will be made or that the plan will be withdrawn.

The timing of the recognition and measurement of a liability for one-time terminationexpenses depends on whether employees will be retained to render service beyond aminimum retention period.



Contract termination expenses are related to the termination of an operating lease oranother contract. These expenses are distinguished in:

• Expenses related to the termination of the contract before the end of its term.These expenses are recognized when the contract is terminated .The liabilityis measured at its fair value in accordance with the contract terms.

• Expenses related to contracts that will last for its remaining term withouteconomic benefit to the entity. This is the case when a lease contract forpremises is not terminated while the premises are not (completely) in useanymore. The liability is accrued for at the cease-use date, the date thecompany determined that it would no longer occupy the premises, which isconveyed to it under the contractual operating lease. The liability is measuredat its fair value in accordance with the contract terms.

Other costs related to restructuring include costs to consolidate or close facilities andrelocate employees. A liability for other expenses related to a restructuring such astransition costs is recognized and measured in the period in which the liability isincurred. The costs incurred are directly related to the restructuring activity. Thedefinition of exit costs excludes expected future operating losses.

Income taxesThe Company recognizes deferred tax assets and liabilities for the estimated future taxconsequences of events attributable to differences between the financial statementcarrying amounts of existing assets and liabilities and their respective tax bases andoperating loss and tax credit carry forwards. Deferred tax assets and liabilities aremeasured using currently enacted tax rates. The effect on deferred tax assets andliabilities of changes in tax rates is recognized in the Consolidated Statement ofOperations in the period in which the enacted rate changes. Deferred tax assets arereduced through a valuation allowance at such time as, based on available evidence, itis more likely than not that the deferred tax assets will not be realized.

ASC 740 prescribes a two-step approach for recognizing and measuring tax positionstaken or expected to be taken in a tax return. Prior to recognizing the benefit of a taxposition in the financial statements, the tax position must be more-likely-than-not ofbeing sustained based solely on its technical merits. Once this recognition threshold hasbeen met, tax positions are recognized at the largest amount that is more-likely-than-notto be sustained. ASC 740 also provides guidance on derecognition, measurement,classification, interest and penalties, accounting in interim periods, disclosure andtransition.

Pension plans and similar commitmentsThe Company has retirement plans covering substantially all employees. The principalplans are defined contribution plans, except for the plans of the Company’s operations inthe Netherlands, Germany and Japan. The Company’s employees in the Netherlandsparticipate in a multi-employer plan. Payment to defined contribution plans and the multi-employer plan are recognized as an expense in the Consolidated Statement ofOperations as they fall due.

The Company’s employees in Germany and Japan participate in a defined benefit plan.Pension costs in respect of these defined benefit plans are determined using theprojected unit credit method. These costs primarily represent the increase in theactuarial present value of the obligation for pension benefits based on employee serviceduring the year and the interest on this obligation in respect of employee service inprevious years, net of the expected return on plan assets. Obligations for retirementbenefit and related net periodic pension costs are determined in accordance withactuarial valuations. These valuations rely on key assumptions including discount rates,expected return on plan assets, expected salary increases, mortality rates and healthcare trend rates. The discount rate assumptions are determined by reference to yields



on high-quality corporate bonds of appropriate duration and currency at the end of thereporting period. In case such yields are not available, discount rates are based ongovernment bonds yields. The expected returns on plan asset assumptions aredetermined on a uniform methodology, considering long-term historical returns and assetallocations. Due to changing market and economic conditions, the underlying keyassumptions may differ from actual development and may lead to significant changes inretirement benefit obligations.

In accordance with ASC 715, “Employers’ Accounting for Defined Benefit Pension andOther Postretirement Plans" the Company recognizes in its Consolidated Balance Sheetan asset or a liability for the plan’s overfunded status or underfunded status respectively.The unfunded status is recognized as a liability. Actuarial gains and losses arerecognized in other comprehensive income when incurred. Reference is made to Note19 and Note 20.

Commitments and contingenciesThe Company has various contractual obligations, some of which are required to berecorded as liabilities in the Company’s consolidated financial statements, includinglong- and short-term debt. Others, namely operating lease commitments, purchasecommitments and commitments for capital expenditure, are generally not required to berecognized as liabilities on the Company’s balance sheet but are required to bedisclosed. Reference is made to Note 21.

Comprehensive incomeComprehensive income consists of net earnings (loss) and other comprehensiveincome. Other comprehensive income includes gains and losses that are not included innet earnings, but are recorded directly in Shareholders’ Equity.

New accounting pronouncementsIn June 2011, the FASB issued authoritative guidance on the presentation ofcomprehensive income (ASU 2011-05) to require an entity to present the total ofcomprehensive income, the components of net income, and the components of othercomprehensive income either in a single continuous statement of comprehensiveincome or in two separate but consecutive statements. This authoritative guidanceeliminates the option to present the components of other comprehensive income as partof the statement of equity. This guidance was effective for ASMI for the year 2012, andhas been applied retrospectively. The implementation of this authoritative guidance didnot change the presentation of comprehensive Income. As a result of this application thedeferral of the date as per ASU 2011-12 was not relevant for ASMI.

In May 2011, the FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820)” toprovide a consistent definition of fair value and ensure that the fair value measurementand disclosure requirements are similar between U.S. GAAP and International FinancialReporting Standards. This authoritative guidance limits the highest-and-best-usemeasure to non-financial assets, permits certain financial assets and liabilities withoffsetting positions in market or counterparty credit risks to be measured at a net basis,and provides guidance on the applicability of premiums and discounts. This authoritativeguidance also expands the disclosures on Level 3 inputs by requiring quantitativedisclosure of the unobservable inputs and assumptions, as well as description of thevaluation processes and the sensitivity of the fair value to changes in unobservableinputs. The new guidance was effective for ASMI in 2012. The implementation of thisauthoritative guidance did not have a material impact on ASMI’s financial position orresults of operations.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles-Goodwill and Other(Topic 350).” The amendments in this ASU will allow an entity to first assess qualitativefactors to determine whether it is necessary to perform the two-step Quantitativegoodwill impairment test. Under these amendments, an entity would not be required to



calculate the fair value of a reporting unit unless the entity determines based on aqualitative assessment, that it is more likely than not that its fair value is less than itscarrying amount. The ASU was effective for ASMI in 2012, but did not have any effect onASMI’s consolidated financial statements. In July 2012, the FASB issued ASU 2012-02 "Testing indefinite-lived intangible assets for impairment". This ASU is an amendment onthe guidance in ASC 350-30 on testing indefinite-lived intangible assets, other thangoodwill, for impairment. This ASU was issued in response of feedback on ASU2011-08. This new guidance will be effective on impairment tests performed for fiscalyears beginning after September 15, 2012. The ASU will not have any effect on ASMI'sconsolidated financial statements.

In December 2011, the FASB issued ASU 2011-11 "Disclosures about offsetting assetsand liabilities". Under the new guidance entities must disclose both gross informationand net information on instruments and transactions eligible for offset on the balancesheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45,and instruments and transactions subject to an agreement similar to a master nettingarrangement. The new guidance will be effective for ASMI beginning January 1, 2013.We do not expect this new guidance to have material impact on our consolidatedfinancial statements.

In October 2012, the FASB issued ASU 2012-04 "Technical corrections andimprovements". This ASU makes certain technical correction to the FASB AccountingStandards Codification. The new guidance will be effective for fiscal years beginningafter December 15, 2012. We do not expect this new guidance to have material impacton our consolidated financial statements.



12 Months EndedRestructuring Expenses Dec. 31, 2012Restructuring Charges[Abstract]Restructuring Expenses Restructuring expenses

In the fourth quarter of 2012 we started a cost reduction program in our Front-endoperation. We are reducing headcount in our manufacturing organization in Singaporewith 110 people. Related to these actions, an amount of €0.9 million in restructuringexpenses was recorded in 2012.

In 2009 ASMI started the implementation of a major restructuring in the Front-endsegment (PERFORM!). The main components of the Company’s accelerated executionplans are:

• The consolidation of our global Front-end manufacturing operations fromEurope, the United States and Japan, into our Front-end manufacturingoperations in Singapore by the end of 2010. This will be achieved bycompleting the previously announced transfer from Almere, the Netherlands,which was finalized during 2009; the phasing out the manufacturing operationin Phoenix, Arizona, in the first half of 2010; and by transferring manufacturingfrom Nagaoka, Japan, no later than the fourth quarter of 2010.

• The reduction of selling, general and administration expenses by makingfundamental changes in our global support infrastructure. This includes asignificant simplification and streamlining of our warehousing operations andthe further strengthening of the global sales & service organization which wascreated last year.

• The leveraging of research and development and our product portfolio byreprioritization of strategic programs in order to maximize their potential.

The following table summarizes the aggregated restructuring expenses by type:


2010 2011 2012

Employee related expenses 4,534 — 891Contract termination related expenses 779 — —Transition expenses 3,806 — —Other expenses 2,082 — —


Related to these execution plans, an amount of €11.2 million in restructuring expenseswas recorded in 2010. These expenses were mainly costs for severance packages,retention costs, provisions for vacancy and other costs related to the transition ofactivities to Singapore.



Goodwill (Schedule ofAllocation of the Carrying

Amount of Goodwill)(Details) (EUR €)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Goodwill [Line Items]Goodwill, Total € 51,888 € 52,131 € 50,815Front-End Segment [Member]Goodwill [Line Items]Goodwill, Total 11,649 11,193 11,193Front-End Segment [Member] | ASM Microchemistry Oy [Member]Goodwill [Line Items]Goodwill, Total 3,560 3,560Front-End Segment [Member] | ASM Genitech Korea Ltd [Member]Goodwill [Line Items]Goodwill, Total 8,089 7,633Back-End Segment [Member]Goodwill [Line Items]Goodwill, Total 40,239 40,938 39,622Back-End Segment [Member] | ASM Pacific Technology Ltd.[Member]Goodwill [Line Items]Goodwill, Total € 40,239 € 40,938



12MonthsEnded

12 Months Ended 12 Months Ended

Employee Benefits (ScheduleOf Options Outstanding And

Options ExercisableClassified By Range Of

Exercise Prices) (Details)

Dec.31,

2012

Dec. 31,2012

US Dollar[Member]USD ($)

Dec. 31,2011


Dec. 31,2010


Dec. 31,2009


Dec. 31,2012

Eurodollar[Member]EUR (€)

Dec. 31,2011


Dec. 31,2010


Dec. 31,2009


Dec. 31,2012

1.00-10.00[Member]US Dollar[Member]USD ($)

Dec. 31,2012

1.00-10.00[Member]Eurodollar[Member]EUR (€)

Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Dec. 31,2012


Defined Benefit PlanDisclosure [Line Items]Range of exercise prices,Lower range (in dollar/europer share)

$ 1.00 € 1.00 $ 10.00 € 10.00 $ 15.00 € 15.00 € 20.00 $ 20.00 $ 30.00 € 20.00 $ 1.00 € 1.00

Range of exercise prices,Upper range (in dollar/euro pershare)

$ 10.00 € 10.00 $ 15.00 € 15.00 $ 20.00 € 20.00 € 25.00 $ 30.00 $ 40.00 € 30.00 $ 40.00 € 30.00

Options outstanding (inshares) 400,400 515,110 686,060 822,900 1,924,688 1,319,957 759,463 927,258 50,000 11,200 66,500 130,500 30,900 378,983 655,614 211,000 748,391 42,000 400,400 1,924,688

Options outstanding,contractual life 7 years

6 years 1month 17days

10 months21 days

3 years 2months 16days




6 years4 years 0months 29days

4 years6 years 10months 2days



Options outstanding, Weightedaverage exercise price (ineuro/dollar per share)

$ 20.94 $ 20.83 $ 20.40 $ 19.00 € 22.22 € 19.08 € 15.74 € 14.89 $ 7.50 € 7.90 $ 11.94 € 12.65 $ 18.35 € 16.27 € 22.33 $ 24.54 € 27.01 $ 35.01 $ 20.94 € 22.22

Options exercisable, Numberexercisable (in shares) 18,000 6,000 41,420 127,060 18,500 218,383 0 117,400 15,800 16,800 212,120 367,243

Options exercisable, Weightedaverage exercise price (ineuro/dollar per share)

$ 7.41 € 7.79 $ 11.84 € 12.69 $ 17.98 € 17.00 € 0.00 $ 25.12 € 26.50 $ 35.01 $ 21.18 € 15.77




Accounting Policies (Policy) Dec. 31, 2012

Accounting Policies[Abstract]General Information General information

ASM International NV (“ASMI” or “the Company”) is a Dutch public liability companydomiciled in the Netherlands with its principal operations in Europe, the United Statesand Asia. The Company dedicates its resources to the research, development,manufacturing, marketing and servicing of equipment and materials used to producemainly semiconductor devices.

We are an equipment supplier mainly to the semiconductor, LED and electronicsmanufacturing industry. We design, manufacture and sell equipment and services to ourcustomers for the production of semiconductor devices, or integrated circuits, for theproduction of LEDs, and for electronics manufacturing in general.

The semiconductor capital equipment market is composed of three major marketsegments: wafer processing equipment, assembly and packaging equipment, and testequipment. ASMI is mainly active in the wafer processing and assembly and packagingmarket segments. We also sell lead frames for semiconductor assembly. In addition,ASM AS is offering surface-mount technology (“SMT”) placement tools for the globalelectronics manufacturing industries. The wafer processing segment is referred to as“Front-end.” Assembly and packaging and SMT is referred to as “Back-end.”

The Company’s shares are listed for trading on the NASDAQ (symbol ASMI) and theEuronext Amsterdam Stock Exchange (symbol ASM).

The accompanying consolidated financial statements include the financial statements ofASM International NV headquartered in Almere, the Netherlands, and its consolidatedsubsidiaries (together referred to as “ASMI” or the “Company”).

Basis Of Preparation Basis of preparationThe Company follows accounting principles generally accepted in the United States ofAmerica (“US GAAP”) and applies the going concern basis in preparing its consolidatedfinancial statements. Historical cost is used as the measurement basis unless otherwiseindicated.

The accompanying consolidated financial statements are stated in thousands of Euros(“EUR”) unless indicated otherwise. Amounts in these financial statements are roundedto the nearest thousand Euro; therefore amounts may not equal (sub) totals due torounding.

Use Of Estimates Use of estimatesThe preparation of financial statements in conformity with US GAAP requiresmanagement to make judgments, estimates and assumptions that affect the amountsreported in the financial statements and accompanying notes. Actual results could differmaterially from those estimates. On an ongoing basis, ASMI evaluates its estimates.ASMI bases its estimates on historical experience and on various other assumptions thatare believed to be reasonable, the results of which form the basis for making judgmentsabout the carrying values of assets and liabilities.

Consolidation ConsolidationThe consolidated financial statements include the accounts of ASMI NV and all of itssubsidiaries where ASMI holds a controlling interest. The non-controlling interest isdisclosed separately in the consolidated financial statements. All intercompany profits,transactions and balances have been eliminated in consolidation.



Subsidiaries are all entities over which ASMI has the power to govern the financial andoperating policies.

As further described in the Notes to Consolidated Financial Statements herein, from timeto time, the consolidated subsidiary ASM Pacific Technology Ltd (“ASMPT”) will issuecommon shares pursuant to their Employee Share Incentive Scheme. The effect ofthese issuances is a dilution of the ownership in ASMPT. Results on dilution ofinvestments in subsidiaries are accounted for directly in equity.

Subsidiaries are fully consolidated from the date on which control is transferred to ASMIand are deconsolidated from the date on which ASMI’s control ceases.

Business Combinations Business combinationsASC Topic 805 (“Business Combinations”) requires that companies record acquisitionsunder the purchase method of accounting. Accordingly, the purchase price is allocatedto the tangible assets and liabilities and intangible assets acquired, based on theirestimated fair values. The excess purchase price over the fair value is recorded asgoodwill. Purchased intangibles with definite lives are amortized over their respectiveuseful lives. When a bargain purchase incurs, which is the case when the fair value ofthe acquired business exceeds the purchase price, this surplus in fair value isrecognized as a gain from bargain purchase.

Segment Reporting Segment reportingThe Company organizes its activities in two operating segments, Front-end and Back-end. Operating segments are reported in a manner consistent with the internal reportingprovided to the Chief Executive Officer (“CEO”), which is the chief operating decisionmaker (according to ASC 280).

The Front-end segment manufactures and sells equipment used in wafer processing,encompassing the fabrication steps in which silicon wafers are layered withsemiconductor devices. The segment is a product driven organizational unit comprisedof manufacturing, service, and sales operations in Europe, the United States, Japan andSoutheast Asia. The Back-end segment manufactures and sells equipment andmaterials used in assembly and packaging, encompassing the processes in whichsilicon wafers are separated into individual circuits and subsequently assembled,packaged and tested. In January 2011 ASMPT acquired the surface-mount technologyfrom Siemens. The segment is organized in ASM Pacific Technology Ltd., in which theCompany holds a majority of 51.96% interest, whilst the remaining shares are listed onthe Stock Exchange of Hong Kong.

Foreign Currency Translation Foreign currency translationItems included in the financial statements of each ASMI’s entities are measured usingthe currency of the primary economic environment in which the entity operates (thefunctional currency). The consolidated financial information is presented in euro (EUR),which is the functional currency of the Company and the group’s presentation currency.

In the preparation of ASMI’s consolidated financial statements, assets and liabilities offoreign subsidiaries of which the functional currency is not the euro, are translated intoeuros at the exchange rate in effect on the respective balance sheet dates. Income andexpenses are translated into euros based on the average exchange rates for thecorresponding period. Resulting translation adjustments are directly recorded inshareholders’ equity. Currency differences on intercompany loans that have the natureof a long-term investment are also accounted for directly in shareholders’ equity.

Derivative FinancialInstruments

Derivative financial instrumentsASMI and its subsidiaries conduct business in a number of foreign countries, withcertain transactions denominated in currencies other than the functional currency of theCompany (euro) or one of its subsidiaries conducting the business. The purpose of theCompany’s foreign currency management is to manage the effect of exchange ratefluctuations on income, expenses, cash flows and assets and liabilities denominated inselected foreign currencies, in particular denominated in U.S. dollar.



The Company uses forward exchange contracts to hedge its foreign exchange risk ofanticipated sales or purchase transactions in the normal course of business, which occurwithin the next twelve months, for which the Company has a firm commitment from acustomer or to a supplier. The terms of these contracts are consistent with the timing ofthe transactions being hedged. The hedges related to forecasted transactions aredesignated and documented at the inception of the hedge as cash flow hedges, and areevaluated for effectiveness quarterly. The effective portion of the gain or loss on thesehedges is reported as a component of accumulated other comprehensive income (loss)net of taxes in shareholders’ equity, and is reclassified into earnings when the hedgedtransaction affects earnings.

Changes in the fair value of derivatives that do not qualify for hedge treatment, as wellas the ineffective portion of any hedges, are recognized in earnings. The Companyrecords all derivatives, including forward exchange contracts, on the balance sheet atfair value in other current assets or accrued expenses and other.

Substantially all amounts, which are net of taxes, included in accumulated othercomprehensive loss at December 31, of any year, will be reclassified to net earningswithin the next twelve months, upon completion of the underlying transactions. If theunderlying transaction being hedged fails to occur, or if a portion of any derivative isineffective, the gain or loss is immediately recognized in earnings under foreign currencyexchange gains (losses) in the consolidated statement of operations.

Furthermore, the Company might manage the currency exposure of certain receivablesand payables using derivative instruments, such as forward exchange contracts (fairvalue hedges) and currency swaps, and non-derivative instruments, such as debtborrowings in foreign currencies. The gains or losses on these instruments provide anoffset to the gains or losses recorded on receivables and payables denominated inforeign currencies. The derivative instruments are recorded at fair value and changes infair value are recorded in earnings under foreign currency exchange gains (losses) in theconsolidated statement of operations. Receivables and payables denominated in foreigncurrencies are recorded at the exchange rate at the balance sheet date and gains andlosses as a result of changes in exchange rates are recorded in earnings under foreigncurrency exchange gains (losses) in the consolidated statement of operations.

The Company does not use forward exchange contracts for trading or speculativepurposes.

Cash And Cash Equivalents Cash and cash equivalentsCash and cash equivalents comprise deposits held at call with banks and other short-term highly liquid investments with original maturity of three months or less. Bankoverdrafts are included in notes payable to banks in current liabilities.

Cash and cash equivalents of the Company’s subsidiary ASMPT are restricted to beused only in the operations of ASMPT.

Accounts Receivable Accounts receivableAccounts receivable are stated at nominal value less an allowance for doubtfulaccounts.

A significant percentage of our accounts receivable is derived from sales to a limitednumber of large multinational semiconductor device manufacturers located throughoutthe world. In order to monitor potential credit losses, we perform ongoing creditevaluations of our customers’ financial condition. An allowance for doubtful accounts ismaintained for potential credit losses based upon management’s assessment of theexpected collectability of all accounts receivable. The allowance for doubtful accounts isreviewed periodically to assess the adequacy of the allowance. In making thisassessment, management takes into consideration any circumstances of which we areaware regarding a customer’s inability to meet its financial obligations; and our



judgments as to potential prevailing economic conditions in the industry and theirpotential impact on the Company’s customers.

Inventories InventoriesInventories are stated at the lower of cost (first-in, first-out method) or market value.Inventory in the SMT business is generally determined on the basis of an averagemethod. Costs include net prices paid for materials purchased, charges for freight andcustom duties, production labor cost and factory overhead. Allowances are made forslow moving, obsolete or unsellable inventory.

Allowances for obsolescence of inventory are determined based on the expecteddemand as well as the expected market value of the inventory. We regularly evaluate thevalue of our inventory of components and raw materials, work in progress and finishedgoods, based on a combination of factors including the following: forecasted sales,historical usage, product end of life cycle, estimated current and future market values,service inventory requirements and new product introductions, as well as other factors.Purchasing requirements and alternative uses for the inventory are explored within theseprocesses to mitigate inventory exposure. We record write downs for inventory based onthe above factors and take into account worldwide quantities and demand into ouranalysis.

Evaluation Tools AtCustomers

Evaluation tools at customersEvaluation tools at customers (“evaluation tools”) are systems generally delivered tocustomers under evaluation or a conditional purchase order and include substantialcustomization by ASM engineers and ASM-R&D staff in the field. Evaluation tools arerecorded at cost and depreciated over their useful life (5 years). The depreciation periodmay be shorter, depending on circumstances. The depreciation expenses are reportedas Cost of sales.

On final acceptance of the system the purchase consideration is recognized as revenue.The carrying value of the evaluation tool at that point in time is recognized as cost ofsales. In the circumstance that the system is returned, at the end of the evaluationperiod, a detailed impairment review takes place, and future sales opportunities andadditional costs are identified. Only when the fair value is below the carrying value of theevaluation tool an additional depreciation is recognized. The remaining carrying value isrecognized as finished goods (inventory).

Long-Lived Assets Long-lived assetsLong-lived assets include goodwill, other intangible assets and property, plant andequipment. Property, plant and equipment are carried at cost, less accumulateddepreciation and any accumulated impairment losses. Capital leased assets arerecorded at the present value of future lease obligations. Depreciation is calculatedusing the straight-line method over the estimated useful lives. Leasehold improvementsare depreciated over the lesser of the estimated useful life of the leasehold improvementor the term of the underlying lease.

Business combinations are accounted for under the purchase acquisition method. TheCompany tests its recorded goodwill and other intangible assets with indefinite lives forimpairment each year on December 31 and whenever events or changes incircumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill is allocated to reporting units for purposes of impairment testing and tested forimpairment on a two-step approach. The implied fair value of goodwill is determined.First the recoverability is tested by comparing the carrying amount of the goodwill withthe fair value being the sum of the discounted future cash flows. If the carrying amountof the goodwill at reporting unit level is higher than the fair value of the goodwill, thesecond step should be performed. The goodwill impairment is measured as the excessof the carrying amount of the goodwill over its fair value.

Other intangible assets with finite lives are amortized over the estimated useful livesusing the straight-line method.



Asset Held for Sale /Recoverability Of Long-LivedAssets

Assets held for saleA long-lived asset to be sold is classified as held for sale in the period in which all of thefollowing criteria are met:

• Management, having the authority to approve the action, commits to a plan tosell the asset.

• The asset is available for immediate sale in its present condition subject only toterms that are usual and customary for sales of such assets.

• An active program to locate a buyer and other actions required to complete theplan to sell the asset have been initiated.

• The sale of the asset is probable, and transfer of the asset is expected to qualifyfor recognition as a completed sale, within one year.

• The asset is being actively marketed for sale at a price that is reasonable inrelation to its current fair value.

If at any time these criteria are no longer met a long-lived asset classified as held forsale will be reclassified as held and used.

If during the initial one-year period, circumstances arise that previously were consideredunlikely and, as a result, a long-lived asset previously classified as held for sale is notsold by the end of that period and all of the following conditions are met:

◦ During the initial one-year period the entity initiated actions necessary torespond to the change in circumstances.

◦ The asset is being actively marketed at a price that is reasonable giventhe change in circumstances.

the period required to complete the sale of a long-lived asset may be extended beyondone year.

Recoverability of long-lived assetsLong-lived assets (except those not being amortized) to be held and used by theCompany are reviewed by the Company for impairment whenever events or changes incircumstances indicate that the carrying amount of an asset may not be recoverable. Inperforming the review for recoverability, the Company estimates the future undiscountedcash flows expected to result from the use of the asset. If the undiscounted future cashflow is less than the carrying amount of the asset, the asset is deemed impaired. Theamount of the impairment is measured as the difference between the carrying value andthe fair value of the asset. Long-lived assets and other intangibles (except those notbeing amortized) to be disposed of are reported at the lower of carrying amount or fairvalue less cost to sell.

Revenue Recognition Revenue recognitionThe Company recognizes revenue when all four revenue recognition criteria have beenmet: persuasive evidence of an arrangement exists; delivery has occurred or serviceshave been rendered; seller’s price to buyer is fixed or determinable; and collectability isreasonably assured.

Our Front-end sales frequently involve sales of complex equipment, which may includecustomer-specific criteria, sales to new customers or sales of equipment with newtechnology. For each sale, the decision whether to recognize revenue is, in addition toshipment and factory acceptance, based on: the contractual agreement with a customer;the experience with a particular customer; the technology and the number of similarlyconfigured equipment previously delivered. Based on these criteria we may decide todefer revenue until completion of installation at the customer’s site and obtaining finalacceptance from the customer. Revenue in our AS business on sales subjected tocustomer acceptance is not recognized until customer acceptance occurs.

A major portion of our revenue is derived from contractual arrangements with customersthat have multiple deliverables, such as equipment and installation. When a salesarrangement contains multiple elements, such as equipment and installation,ASMI



allocates revenue to each element based on a selling price hierarchy. The selling pricefor a deliverable is based on its vendor specific objective evidence (VSOE) if available,third party evidence (TPE) if VSOE is not available, or best estimated selling price(BESP) if neither VSOE nor TPE is available. ASMI generally utilizes the BESP due tothe nature of our products. The total arrangement consideration is allocated at inceptionof the arrangement to all deliverables on the basis of their relative selling price. Therevenue relating to the undelivered elements of the arrangements is deferred at theirrelative selling prices until delivery of these elements. At December 31, 2010,December 31, 2011 and December 31, 2012 we have deferred revenues frominstallations in the amount of €4.4 million, €6.3 million and €3.5 million respectively.

In general, we recognize revenue from sales of equipment upon transfer of title, which isupon shipment of the equipment, only if testing at the factory has proven that theequipment has met substantially all of the customer’s criteria and specifications

The Company recognizes revenue from installation of equipment upon completion ofinstallation at the customer’s site. At the time of shipment, the Company defers thatportion of the sales price related to the relative selling price of installation. The relativeselling price of the installation process is measured based upon the per-hour amountscharged to clients parties for similar installation services. Installation is completed whentesting at the customer’s site has proven that the equipment has met all of thecustomer’s criteria and specifications. The completion of installation is signed-off by thecustomer (“final acceptance”).

We provide training and technical support service to customers. Revenue related to suchservices is recognized when the service is rendered. Revenue from the sale of spareparts and materials is recognized when transfer of title took place, in general uponshipment of the goods. Freight charges billed to customers are recognized as revenue,the related costs are recognized as cost of sales. Revenues are recognized excludingthe taxes levied on revenues.

Cost Of Sales Cost of salesCost of sales comprise direct costs such as labor, materials, cost of warranty,depreciation, shipping and handling costs and related overhead costs. Cost of sales alsoincludes third party commission, depreciation expenses of evaluation tools at customers,royalty payments and costs relating to prototype and experimental products, which theCompany may subsequently sell to customers. Costs of warranty include the cost oflabor, material and related overhead necessary to repair a product during the warrantyperiod.

Warranty WarrantyWe provide maintenance on our systems during the warranty period, usually one to twoyears. Costs of warranty include the cost of labor, material and related overheadnecessary to repair a product during the warranty period. We accrue for the estimatedcost of the warranty on products shipped in a provision for warranty, upon recognition ofthe sale of the product. The costs are estimated based on actual historical expensesincurred and on estimated future expenses related to current sales, and are updatedperiodically.

Research And DevelopmentCosts

Research and development costsResearch and development costs are expensed as incurred. Costs, which relate toprototype and experimental models and are sold to customers, are charged to cost ofsales. Subsidies and other governmental credits to cover research and developmentcosts relating to approved projects are recorded as research and development credits inthe period when such project costs occur. The research and development expenses arepresented net of the development credits.

Share-Based CompensationExpenses

Share-based compensation expensesThe cost relating to employee stock options (compensation expense) are recognizedbased upon the grant date fair value of the stock options. The fair value at grant date isestimated using a Black-Scholes option valuation model. This model requires the use of



assumptions including expected stock price volatility, the estimated life of each awardand the estimated dividend yield.

The grant date fair value of the stock options is expensed on a straight-line basis overthe vesting period, based on the Company’s estimate of stock options that will eventuallyvest. The impact of the true up of the estimates is recognized in the consolidatedstatement of operations in the period in which the revision is determined.

For further information on ASMI’s employee stock option plans reference is made toNote 20.

Restructuring Costs Restructuring costsRestructuring expenses are recognized for exit or disposal activities when the liabilityarising from restructuring plans is incurred. Reference is made to Note 25. Distinction ismade in one-time employee termination expenses, contract termination expenses andother associated expenses. For the accounting on the distinguished elements ofrestructuring expenses we apply to the policy as mentioned below. The expenses havebeen charged to “restructuring expenses”.

One-time termination expenses represent the payments provided to employees thathave become redundant and are terminated under the terms and conditions of arestructuring plan. A restructuring plan exists at the date the plan meets all of thefollowing criteria and has been communicated to employees:


• The plan identifies the number of employees that become redundant and theexpected completion date.

• The plan sets out the terms and conditions of the arrangement in sufficientdetail to enable employees to determine the type and amount of benefits theywill receive.

• Actions required to complete the plan indicate that it is unlikely that significantchanges to the plan will be made or that the plan will be withdrawn.

The timing of the recognition and measurement of a liability for one-time terminationexpenses depends on whether employees will be retained to render service beyond aminimum retention period.

Contract termination expenses are related to the termination of an operating lease oranother contract. These expenses are distinguished in:

• Expenses related to the termination of the contract before the end of its term.These expenses are recognized when the contract is terminated .The liabilityis measured at its fair value in accordance with the contract terms.

• Expenses related to contracts that will last for its remaining term withouteconomic benefit to the entity. This is the case when a lease contract forpremises is not terminated while the premises are not (completely) in useanymore. The liability is accrued for at the cease-use date, the date thecompany determined that it would no longer occupy the premises, which isconveyed to it under the contractual operating lease. The liability is measuredat its fair value in accordance with the contract terms.

Other costs related to restructuring include costs to consolidate or close facilities andrelocate employees. A liability for other expenses related to a restructuring such astransition costs is recognized and measured in the period in which the liability isincurred. The costs incurred are directly related to the restructuring activity. Thedefinition of exit costs excludes expected future operating losses.



Income Taxes Income taxesThe Company recognizes deferred tax assets and liabilities for the estimated future taxconsequences of events attributable to differences between the financial statementcarrying amounts of existing assets and liabilities and their respective tax bases andoperating loss and tax credit carry forwards. Deferred tax assets and liabilities aremeasured using currently enacted tax rates. The effect on deferred tax assets andliabilities of changes in tax rates is recognized in the Consolidated Statement ofOperations in the period in which the enacted rate changes. Deferred tax assets arereduced through a valuation allowance at such time as, based on available evidence, itis more likely than not that the deferred tax assets will not be realized.

ASC 740 prescribes a two-step approach for recognizing and measuring tax positionstaken or expected to be taken in a tax return. Prior to recognizing the benefit of a taxposition in the financial statements, the tax position must be more-likely-than-not ofbeing sustained based solely on its technical merits. Once this recognition threshold hasbeen met, tax positions are recognized at the largest amount that is more-likely-than-notto be sustained. ASC 740 also provides guidance on derecognition, measurement,classification, interest and penalties, accounting in interim periods, disclosure andtransition.

Pension Plans And SimilarCommitments

Pension plans and similar commitmentsThe Company has retirement plans covering substantially all employees. The principalplans are defined contribution plans, except for the plans of the Company’s operations inthe Netherlands, Germany and Japan. The Company’s employees in the Netherlandsparticipate in a multi-employer plan. Payment to defined contribution plans and the multi-employer plan are recognized as an expense in the Consolidated Statement ofOperations as they fall due.

The Company’s employees in Germany and Japan participate in a defined benefit plan.Pension costs in respect of these defined benefit plans are determined using theprojected unit credit method. These costs primarily represent the increase in theactuarial present value of the obligation for pension benefits based on employee serviceduring the year and the interest on this obligation in respect of employee service inprevious years, net of the expected return on plan assets. Obligations for retirementbenefit and related net periodic pension costs are determined in accordance withactuarial valuations. These valuations rely on key assumptions including discount rates,expected return on plan assets, expected salary increases, mortality rates and healthcare trend rates. The discount rate assumptions are determined by reference to yieldson high-quality corporate bonds of appropriate duration and currency at the end of thereporting period. In case such yields are not available, discount rates are based ongovernment bonds yields. The expected returns on plan asset assumptions aredetermined on a uniform methodology, considering long-term historical returns and assetallocations. Due to changing market and economic conditions, the underlying keyassumptions may differ from actual development and may lead to significant changes inretirement benefit obligations.

In accordance with ASC 715, “Employers’ Accounting for Defined Benefit Pension andOther Postretirement Plans" the Company recognizes in its Consolidated Balance Sheetan asset or a liability for the plan’s overfunded status or underfunded status respectively.The unfunded status is recognized as a liability. Actuarial gains and losses arerecognized in other comprehensive income when incurred. Reference is made to Note19 and Note 20.

Commitments AndContingencies

Commitments and contingenciesThe Company has various contractual obligations, some of which are required to berecorded as liabilities in the Company’s consolidated financial statements, includinglong- and short-term debt. Others, namely operating lease commitments, purchasecommitments and commitments for capital expenditure, are generally not required to be



recognized as liabilities on the Company’s balance sheet but are required to bedisclosed. Reference is made to Note 21.

Comprehensive Income Comprehensive incomeComprehensive income consists of net earnings (loss) and other comprehensiveincome. Other comprehensive income includes gains and losses that are not included innet earnings, but are recorded directly in Shareholders’ Equity.

New AccountingPronouncements

New accounting pronouncementsIn June 2011, the FASB issued authoritative guidance on the presentation ofcomprehensive income (ASU 2011-05) to require an entity to present the total ofcomprehensive income, the components of net income, and the components of othercomprehensive income either in a single continuous statement of comprehensiveincome or in two separate but consecutive statements. This authoritative guidanceeliminates the option to present the components of other comprehensive income as partof the statement of equity. This guidance was effective for ASMI for the year 2012, andhas been applied retrospectively. The implementation of this authoritative guidance didnot change the presentation of comprehensive Income. As a result of this application thedeferral of the date as per ASU 2011-12 was not relevant for ASMI.

In May 2011, the FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820)” toprovide a consistent definition of fair value and ensure that the fair value measurementand disclosure requirements are similar between U.S. GAAP and International FinancialReporting Standards. This authoritative guidance limits the highest-and-best-usemeasure to non-financial assets, permits certain financial assets and liabilities withoffsetting positions in market or counterparty credit risks to be measured at a net basis,and provides guidance on the applicability of premiums and discounts. This authoritativeguidance also expands the disclosures on Level 3 inputs by requiring quantitativedisclosure of the unobservable inputs and assumptions, as well as description of thevaluation processes and the sensitivity of the fair value to changes in unobservableinputs. The new guidance was effective for ASMI in 2012. The implementation of thisauthoritative guidance did not have a material impact on ASMI’s financial position orresults of operations.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles-Goodwill and Other(Topic 350).” The amendments in this ASU will allow an entity to first assess qualitativefactors to determine whether it is necessary to perform the two-step Quantitativegoodwill impairment test. Under these amendments, an entity would not be required tocalculate the fair value of a reporting unit unless the entity determines based on aqualitative assessment, that it is more likely than not that its fair value is less than itscarrying amount. The ASU was effective for ASMI in 2012, but did not have any effect onASMI’s consolidated financial statements. In July 2012, the FASB issued ASU 2012-02 "Testing indefinite-lived intangible assets for impairment". This ASU is an amendment onthe guidance in ASC 350-30 on testing indefinite-lived intangible assets, other thangoodwill, for impairment. This ASU was issued in response of feedback on ASU2011-08. This new guidance will be effective on impairment tests performed for fiscalyears beginning after September 15, 2012. The ASU will not have any effect on ASMI'sconsolidated financial statements.

In December 2011, the FASB issued ASU 2011-11 "Disclosures about offsetting assetsand liabilities". Under the new guidance entities must disclose both gross informationand net information on instruments and transactions eligible for offset on the balancesheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45,and instruments and transactions subject to an agreement similar to a master nettingarrangement. The new guidance will be effective for ASMI beginning January 1, 2013.We do not expect this new guidance to have material impact on our consolidatedfinancial statements.

In October 2012, the FASB issued ASU 2012-04 "Technical corrections andimprovements". This ASU makes certain technical correction to the FASB Accounting



Standards Codification. The new guidance will be effective for fiscal years beginningafter December 15, 2012. We do not expect this new guidance to have material impacton our consolidated financial statements.



12 Months EndedAccrued Expenses and Other(Tables) Dec. 31, 2012

Payables and Accruals [Abstract]Schedule of Accrued Expenses andOther

Accrued expenses and other consist of the following:

December 31,

2011 2012

Advance payments from customers 29,621 29,350Accrual for onerous contracts 446 125Deferred revenue 6,340 5,938Accrual for salaries, wages and related taxes andexpenses 60,039 56,246Interest payable 1,881 307Payables arising from acquisition of property, plant andequipment 20,509 14,027Other 34,055 26,067

152,891 132,060



Acquisition (Schedule ofEstimated Future

Amortization ExpenseAssociated With IntangibleAssets Acquired) (Details)

(EUR €)In Thousands, unlessotherwise specified

Dec. 31, 2012

Business Acquisition [Line Items]2013 € 5,6962014 4,0462015 2,499SEAS [Member]Business Acquisition [Line Items]2013 1,0122014 1,0122015 € 1,012



Consolidated BalanceSheets(EUR (€))


Dec. 31,2012

Dec. 31,2011

AssetsCash and cash equivalents € 290,475 € 390,250Accounts receivable, net 304,840 330,891Inventories, net 403,400 376,667Income taxes receivable 890 907Deferred tax assets 17,967 14,350Other current assets 90,807 82,715Total current assets 1,108,379 1,195,780Pledged cash 20,000 20,000Debt issuance costs 735 4,389Deferred tax assets 5,955 13,072Other intangible assets, net 13,915 14,776Goodwill, net 51,888 52,131Evaluation tools at customers 16,922 13,987Investments 278 1,044Property, plant and equipment, net 275,436 260,180Assets held for sale 5,998 6,862Total assets 1,499,506 1,582,221Liabilities and shareholders’ equityNotes payable to banks 61,675 40,680Accounts payable 151,761 157,549Provision for warranty 38,623 42,684Accrued expenses and other 132,060 152,891Income taxes payable 27,625 54,878Deferred tax liabilities 36 3,513Current portion of long-term debt 6,316 4,332Total current liabilities 418,096 456,527Pension liabilities 12,540 9,887Deferred tax liabilities 952 868Provision for warranty 5,298 6,828Long-term debt 12,632 15,319Convertible subordinated debt 0 135,078Total liabilities 449,518 624,507Commitments and contingenciesCommon shares:Authorized 110,000,000 shares, par value €0.04, issued and outstanding 55,377,020 and63,095,986 shares 2,584 2,215

Financing preferred shares:Authorized 8,000 shares, par value € 40, none issued 0 0Preferred shares:



Authorized 118,000 shares, par value € 40, none issued 0 0Capital in excess of par value 480,152 376,217Retained earnings 288,082 301,515Accumulated other comprehensive loss (28,942) (20,151)Total shareholders’ equity 741,876 659,796Non-controlling interest 308,112 297,918Total equity 1,049,988 957,714Total liabilities and shareholders’ equity €

1,499,506€1,582,221



12 Months EndedOther Intangible Assets(Tables) Dec. 31, 2012

Intangible Assets, Net (Excluding Goodwill)[Abstract]Schedule of Change In The Amount OfIntangible Assets

The changes in the amount of other intangible assets are asfollows:

Software


assets Total









Schedule of Estimated Amortization Expenses Estimated amortization expenses relating to other intangible assetsare as follows:

2013 5,6962014 4,0462015 2,4992016 1,1822017 492

13,915



Accrued Expenses and Other(Schedule of AccruedExpenses and Other)


Dec. 31, 2012 Dec. 31, 2011

Payables and Accruals [Abstract]Advance payments from customers € 29,350 € 29,621Accrual for onerous contracts 125 446Deferred revenue 5,938 6,340Accrual for salaries, wages and related taxes and expenses 56,246 60,039Interest payable 307 1,881Payables arising from acquisition of property, plant and equipment 14,027 20,509Other 26,067 34,055Total accrued expenses and other € 132,060 € 152,891



Income Taxes (Schedule OfDeferred Income Taxes)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Deferred tax assets:Reserves and allowances € 20,322 € 10,415 € 7,020Net operating losses 83,478 86,720 153,407Depreciation 2,260 363 2,331Other 1,112 6,391 1,216Gross deferred tax assets 107,172 103,889 163,974Less: valuation allowance (83,250) (76,467) (149,600)Net deferred tax assets 23,922 27,422 14,374Deferred tax liabilities: (988) (4,381) (322)Net deferred income taxes 22,934 23,041 14,052Acquisitions [Member]Deferred tax assets:Reserves and allowances 0 255Net operating losses 0 7,038Depreciation 0 (1,164)Other 0 (12,302)Gross deferred tax assets 0 (6,173)Less: valuation allowance 0 0Net deferred tax assets 0 (6,173)Deferred tax liabilities: 0 (13,295)Net deferred income taxes 0 (19,468)Reclassifications [Member]Deferred tax assets:Reserves and allowances 3,985 163Net operating losses 0 0Depreciation 508 0Other (6,525) 0Gross deferred tax assets (2,032) 163Less: valuation allowance (180)Net deferred tax assets (2,212) 163Deferred tax liabilities: 2,212 (163)Net deferred income taxes 0 0Consolidated Statement of Operations [Member]Deferred tax assets:Reserves and allowances 4,928 3,860Net operating losses (2,303) (74,935)Depreciation 1,478 (801)Other 1,345 18,438Gross deferred tax assets 5,448 (53,438)



Less: valuation allowance (6,442) 73,010Net deferred tax assets (994) 19,572Deferred tax liabilities: 1,142 8,914Net deferred income taxes 148 28,486Equity [Member]Deferred tax assets:Reserves and allowances 1,730 (337)Net operating losses 0 0Depreciation 0 0Other 28 0Gross deferred tax assets 1,758 (337)Less: valuation allowance 0 0Net deferred tax assets 1,758 (337)Deferred tax liabilities: 0 0Net deferred income taxes 1,758 (337)Exchange Differences [Member]Deferred tax assets:Reserves and allowances (736) (546)Net operating losses (939) 1,210Depreciation (89) (3)Other (127) (961)Gross deferred tax assets (1,891) (300)Less: valuation allowance (161) 123Net deferred tax assets (2,052) (177)Deferred tax liabilities: 39 485Net deferred income taxes € (2,013) € 308



12 Months Ended

Employee Benefits (ScheduleOf Changes In OptionsOutstanding) (Details)

Dec. 31,2012

Dec. 31,2012


Dec. 31,2011


Dec. 31,2010


Dec. 31,2012


Dec. 31,2011


Dec. 31,2010


Share-based CompensationArrangement by Share-basedPayment Award, Options,Outstanding [Roll Forward]Number of options outstanding,beginning balance (in shares) 515,110 686,060 822,900 1,319,957 759,463 927,258

Number of options granted (inshares) 1,950,300 0 42,000 708,891 687,114 64,500

Options forfeited, Number ofoptions (in shares) (29,400) (1,080) (35,700) (44,500) 0 (67,185)

Options exercised, Number ofoptions (in shares) (328,000) (85,310) (169,870) (143,140) (59,660) (126,620) (165,110)

Number of options outstanding,ending balance (in shares) 400,400 515,110 686,060 1,924,688 1,319,957 759,463

Share-based CompensationArrangement by Share-basedPayment Award, Options,Outstanding, WeightedAverage Exercise Price [RollForward]Beginning balance, Weightedaverage exercise price (in euro/dollar per share)

$ 20.83 $ 20.40 $ 19.00 € 19.08 € 15.74 € 14.89

Options granted, Weightedaverage exercise price (in euro/dollar per share)

$ 0.00 $ 35.01 € 27.04 € 22.33 € 22.53

Options forfeited, Weightedaverage exercise price (in euro/dollar per share)

$ 20.63 $ 16.65 $ 19.73 € 15.49 € 0.00 € 16.97

Options exercised, Weightedaverage exercise price (in euro/dollar per share)

$ 20.42 $ 19.10 $ 16.83 € 15.08 € 14.82 € 13.12

Ending balance, Weightedaverage exercise price (in euro/dollar per share)

$ 20.94 $ 20.83 $ 20.40 € 22.22 € 19.08 € 15.74



Consolidated Statements ofTotal Equity (EUR €)

In Thousands, except Sharedata, unless otherwise

specified

TotalCommon

Shares[Member]

CapitalIn Excess

Of ParValue

[Member]

TreasuryShares At

Cost[Member]

RetainedEarnings[Member]

AccumulatedOther

ComprehensiveIncome (Loss)

[Member]

TotalShareholders'

Equity

Non-Controlling

Interest[Member]

Beginning balance at Dec. 31,2009 € 385,914 € 2,070 € 287,768 € 0 € 16,146 € (64,754) € 241,230 € 144,684

Beginning balance (in shares)at Dec. 31, 2009 51,745,140

Increase (Decrease) inStockholders' Equity [RollForward]Compensation expense stockoptions 2,526 2,526 2,526

Conversion of debt intocommon shares (in shares) 878,491,000 878,491

Conversion of debt intocommon shares 17,649 35 17,614 17,649

Exercise stock options by issueof common shares (in shares) 308,250

Exercise stock options by issueof common shares 3,944 12 3,932 3,944

Net earnings to commonshareholders 242,523 110,639 110,639 131,884

Dividends to commonshareholders of ASMI 0

Other comprehensive income 41,358 30,515 30,515 10,843Other movements in non-controlling interest:Dividend paid (58,162) (58,162)Dilution 11,475 4,957 4,957 6,518Ending balance at Dec. 31,2010 647,227 2,117 311,841 0 131,741 (34,239) 411,460 235,767

Ending balance (in shares) atDec. 31, 2010 52,931,881


Conversion of debt intocommon shares (in shares) 2,151,020,0002,151,020

Conversion of debt intocommon shares 58,525 86 58,439 58,525

Exercise stock options by issueof common shares (in shares) 294,119



Dividends to commonshareholders of ASMI (22,262) (22,262) (22,262)

Other comprehensive income 19,188 14,088 14,088 5,100Other movements in non-controlling interest:



Dividend paid (79,474) (79,474)Dilution 12,396 5,266 5,266 7,130Ending balance at Dec. 31,2011 957,714 2,215 376,217 0 301,515 (20,151) 659,796 297,918



Purchase of common shares(in shares) (1,500,000)

Purchase of common shares (40,554) (40,554) (40,554)Conversion of debt intocommon shares (in shares) 9,074,396,0009,074,396

Conversion of debt intocommon shares 139,407 363 98,490 40,554 139,407

Exercise stock options by issueof common shares (in shares) 328,000 144,570



Dividends to commonshareholders of ASMI (27,519) (27,519) (27,519)

Other comprehensive income (13,826) (8,791) (8,791) (5,035)Other movements in non-controlling interest:Dividend paid (27,024) (27,024)Dilution 15,908 6,937 6,937 8,971Ending balance at Dec. 31,2012 € 1,049,988 € 2,584 € 480,152 € 0 € 288,082 € (28,942) € 741,876 € 308,112




12 Months EndedNotes Payable to Banks(Narrative) (Details) (EUR €) Dec. 31, 2012 Dec. 31, 2011

Short-term Debt [Line Items]Weighted average interest rate of outstanding notes payable 1.64% 1.83%Short-term lines of credit, amount € 337,567,000Short-term debt outstanding 61,675,000 40,680,000Undrawn portion of lines of credit 275,893,000Undrawn portion includes revolving credit facility 150,000,000Lines of credit facility available through date July 31, 2015Minimum level of long-term committed capital 320,000,000Long-term committed capital 742,000,000Net debt/equity ratio, maximum 2.0Net cash 145,000,000Total equity 741,876,000 659,796,000ASMPT [Member]Short-term Debt [Line Items]Short-term debt outstanding 61,675,000 32,946,000Undrawn portion of amount restricted to be used only in operations € 125,893,000



12 Months EndedIncome Taxes (Schedule OfReconciliation Of TheBeginning And Ending

Balance Of The Liability ForUnrecognized Tax Benefits)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining toExamined Tax Returns [Roll Forward]Unrecognized tax benefits, beginning balance € 21,749 € 20,057 € 15,663Gross increases—tax positions in current year 1,157 950 3,230Foreign currency translation effect (395) 742 1,164Unrecognized tax benefits, ending balance € 22,511 € 21,749 € 20,057




(Schedule of GeographicalInformation) (Details) (EUR

€)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Segment Reporting Information [Line Items]Net sales to unaffiliated customers € 1,418,067 € 1,634,334 € 1,222,900Long-lived assets 275,436 260,180 197,937Total assets 1,499,506 1,582,221 1,214,117Capital expenditures 68,162 89,218 102,974Purchase of intangible assets 4,630 7,051 624Europe [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 255,795 338,065 76,235Long-lived assets 17,587 16,021 1,978Total assets 473,561 406,586 40,470Capital expenditures 7,098 7,425 186Purchase of intangible assets 1,732 29 0United States [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 197,566 185,943 112,863Long-lived assets 22,567 13,110 9,395Total assets 128,484 131,498 85,065Capital expenditures 12,837 8,429 7,059Purchase of intangible assets 437 779 0Japan [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 59,385 96,697 90,394Long-lived assets 17,313 18,273 19,409Total assets 71,838 120,717 92,547Capital expenditures 4,947 1,559 5,388Purchase of intangible assets 72 635 0Southeast Asia [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 905,321 1,013,629 943,408Long-lived assets 217,849 212,605 167,020Total assets 717,986 733,571 839,720Capital expenditures 43,280 71,720 90,279Purchase of intangible assets 997 1,378 607Corporate [Member]Segment Reporting Information [Line Items]Net sales to unaffiliated customers 0 0 0



Long-lived assets 120 171 135Total assets 107,637 189,849 156,315Capital expenditures 0 85 62Purchase of intangible assets € 1,392 € 4,230 € 17



12 Months EndedFinancial Instruments andRisk Management (Tables) Dec. 31, 2012

Summary of DerivativeInstruments by RiskExposure [Abstract]Schedule of FinancialInstruments


December 31,

2011 2012

Notes payable to banks 40,680 61,675Accounts payable 157,549 151,761Current portion of long-term debt 4,332 6,316Long-term debt 15,319 12,632Convertible subordinated debt 135,078 —Derivative instruments designated in fair value hedges 1,764 —Financial assets:

December 31,

2011 2012


Schedule of Gains or LossesRelated to FinancialInstruments



2011 2012


Schedule of Financial Assetsand Financial Liabilities Thatare Measured at Fair Value ona Recurring Basis

The following table presents the Company’s financial assets and financial liabilities thatare measured at fair value on a recurring basis.



December 31, 2011Liabilities:Derivative financialinstruments 1) 1,764 — 1,764 — 1,764Total 1,764 — 1,764 — 1,764



December 31, 2012Assets:Derivative financialinstruments 1) 145 — 145 — 145Total 145 — 145 — 145

1) Derivative financial instruments consist of forward foreign exchange contracts.Schedule of OutstandingForward Exchange Contracts



Fairvalue



Euro Euro



Short position US$ (27,100) (145) —Schedule of Company's PriceSensitivity Impact on Equity

The following table analyzes the Company’s sensitivity to a hypothetical 10%strengthening and 10% weakening of the US dollar, Singapore dollar, Hong Kong dollarand Japanese yen against the euro as of December 31, 2011 and December 31, 2012.This analysis includes foreign currency denominated monetary items and adjusts theirtranslation at year end for a 10% increase and 10% decrease of the US dollar,Singapore dollar, Hong Kong dollar or Japanese yen against the euro. A positive amountindicates an increase in equity. Recognized in equity is the revaluation effect ofsubsidiaries denominated in US dollar, Singapore dollar, Hong Kong dollar andJapanese yen.

Impact on equity

2011 2012


Schedule of Company's PriceSensitivity Impact on NetEarnings

The following table analyzes the Company’s sensitivity to a hypothetical 10%strengthening and 10% weakening of the US dollar, Hong Kong dollar and JapaneseYen against the euro at average exchange rates for the years 2011 and 2012. A positiveamount indicates an increase in net earnings.




2011 2012

10% increase of Japanese yen versus euro (519) 92310% decrease of Japanese yen versus euro 519 (923)10% increase of US dollar versus euro 1,887 91510% decrease of US dollar versus euro (1,887) (915)10% increase of Hong Kong dollar versus euro 14,392 3,63010% decrease of Hong Kong dollar versus euro (14,392) (3,630)

Summary of Company'sContractual Obligations

The following table summarizes the Company’s contractual obligations as atDecember 31, 2012 aggregated by type of contractual obligation:

TotalLess than

1 year1-3

years3-5

yearsMore than

5 years


Purchase commitments tosuppliers 141,908 139,221 2,687 — —Capital expenditurecommitments 10,553 10,273 280 — —

Unrecognized tax benefits(ASC 740) 22,511 22,511 — — —Total contractual obligations 342,681 263,360 46,938 15,566 16,817

__________________(1) Including accrued interest based on the percentages at the reporting date.



Long-Term Debt (Scheduleof Annual Principal

Repayments for SubsequentYears) (Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011

Long-term Debt, Unclassified [Abstract]2013 € 6,3162014 6,3162015 6,316Long-term debt € 18,948 € 19,651



12 Months EndedSelected Operating ExpensesAnd Additional Information Dec. 31, 2012

Compensation Related Costs[Abstract]Selected Operating Expenses AndAdditional Information

Selected Operating Expenses and Additional InformationPersonnel expenses for employees were as follows:

December 31,

2010 2011 2012


266,451 380,511 421,712

The average number of employees, exclusive of temporary workers, bygeographic area during the year was as follows:

December 31,

2010 2011 2012


14,253 17,525 17,332



12 Months EndedBoard Remuneration(Schedule Of Company

Information Concerning AllRemuneration ExcludingBonuses Or Pensions Paid

From The Company)(Details) (Supervisory Board

[Member], EUR €)In Thousands, unlessotherwise specified

Dec. 31,2012

Dec. 31,2011

Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration € 321 € 321G.J. Kramer [Member]Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration 68 68J.M.R. Danneels [Member]Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration 50 50H.W. Kreutzer [Member]Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration 50 50J.C. Lobbezoo [Member]Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration 53 53M.C.J. van Pernis [Member]Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration 50 50U.H.R. Schumacher [Member]Deferred Compensation Arrangement with Individual, Share-based Payments[Line Items]Supervisory board remuneration € 50 € 50



12 Months EndedIncome Taxes (ComponentsOf Earnings (Loss) BeforeIncome Taxes And Non-

Controlling Interest)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Income Tax Expense (Benefit) [Abstract]The Netherlands € (70,263) € (3,450) € (48,177)Other countries 136,994 356,305 333,639Earnings before income taxes € 66,731 € 352,855 € 285,462



12 Months EndedEarnings per Share (Tables) Dec. 31, 2012Earnings Per Share [Abstract]Reconciliation of Net Earnings (Loss)and Weighted Average Number ofShares Outstanding

The following represents a reconciliation of net earnings and weighted averagenumber of shares outstanding (in thousands) for purposes of calculating basicand diluted net earnings per share:

December 31,

2010 2011 2012

Net earnings used for purpose of computingbasic earnings per common share 110,639 186,770 7,149After-tax equivalent of interest expense onconvertible subordinated notes 17,670 17,670 —Net earnings used for purposes of computingdiluted net earnings per common share 128,309 204,440 7,149Basic weighted average number of sharesoutstanding during the year used for purpose ofcomputing basic earnings per share (thousands) 52,435 55,210 56,108Dilutive effect of stock options 282 570 659Dilutive effect of convertible subordinated notes 8,777 8,902 —Dilutive weighted average number of sharesoutstanding 61,494 64,682 56,767Net earnings per share:

Basic net earnings from continuingoperations 2.11 3.38 0.13Diluted net earnings from continuingoperations 2.09 3.16 0.13



12 Months EndedProvision for Warranty Dec. 31, 2012Standard Product WarrantyDisclosure [Abstract]Provision for Warranty Provision for Warranty

The changes in the amount of provision for warranty are as follows:




Costs of warranty include the cost of labor, material and related overhead necessary torepair a product during the warranty period. The warranty period is usually one to twoyears. The Company accrues for the estimated cost of the warranty on its productsshipped in the provision for warranty, upon recognition of the sale of the product. Thecosts are estimated based on actual historical expenses incurred and on estimatedfuture expenses related to current sales, and are updated periodically. Actual warrantycosts are charged against the provision for warranty.



12 Months EndedEarnings per Share Dec. 31, 2012Earnings Per Share[Abstract]Earnings per Share Earnings per Share

Basic net earnings per common share is computed by dividing net earnings by theweighted average ordinary shares outstanding for that period. Diluted net earnings perordinary share reflects the potential dilution that could occur if stock options under theASMI Option Plan were exercised and if convertible notes were converted, unlesspotential dilution would have an anti-dilutive effect.

The following represents a reconciliation of net earnings and weighted average numberof shares outstanding (in thousands) for purposes of calculating basic and diluted netearnings per share:

December 31,

2010 2011 2012

Net earnings used for purpose of computing basicearnings per common share 110,639 186,770 7,149After-tax equivalent of interest expense onconvertible subordinated notes 17,670 17,670 —Net earnings used for purposes of computing dilutednet earnings per common share 128,309 204,440 7,149Basic weighted average number of sharesoutstanding during the year used for purpose ofcomputing basic earnings per share (thousands) 52,435 55,210 56,108Dilutive effect of stock options 282 570 659Dilutive effect of convertible subordinated notes 8,777 8,902 —Dilutive weighted average number of sharesoutstanding 61,494 64,682 56,767Net earnings per share:

Basic net earnings from continuing operations 2.11 3.38 0.13Diluted net earnings from continuing operations 2.09 3.16 0.13

For the year ended December 31, 2012, the effect of 8,231,432 conversion rights wasanti-dilutive.

For the year ended December 31, 2011, 81,500 option rights were not in the money andtherefore not implicated in the dilutive effect of stock options.

For the year ended December 31, 2010, the effect of 2,630,113 conversion rights wasanti-dilutive.

During 2008, ASM engaged Lehman Bros (“Lehman”). to repurchase ordinary ASMIshares on the Euronext and Nasdaq markets on behalf of ASMI. As of September 15,2008, at the time it went into bankruptcy administration, Lehman reported that it hadpurchased and held on our behalf 2,552,071 shares, which were accounted for astreasury shares accordingly. ASM filed a submission with the Lehman administratorsgiving notice of the shares held in custody by Lehman. At ASMI’s May 2009 AnnualGeneral Meeting, our shareholders resolved to cancel all of these treasury shares which,



accordingly, was accounted for in our 2009 Annual Report as a reduction of the numberof outstanding shares. Lehman was notified of the cancellation of shares at the time.

In September 2010, Lehman’s administrators notified us that there is a possible shortfallin the number of shares held by Lehman of 479,279 shares (out of the 2,552,071shares), which cannot currently be accounted for by Lehman. During 2011 we receivedfurther information based on which we conclude that the possible shortfall in the numberof shares held by Lehman is now reduced to 246,983 shares

The Lehman administrators also reported a segregated collateral cash account ofUS$6,759, that ASMI may be entitled to in the absence of the shares. We have not beenable to obtain additional information to confirm and understand the potential shortfall ofshares or our ability to recover the US$6,759 from the Lehman bankruptcy proceedingsin lieu of the shares. Accordingly, we are uncertain at this time as to the accuracy of theshortfall of shares, our ability to claim the collateral cash sum to cover the value of anysuch discrepancy, and our entitlement to all or a portion of such sum when distributionsare determined and made by the administrator since there is likely to also be a shortfallin Lehman assets subject to proprietary rights. Given the magnitude of the overallLehman administration, we believe it may take several years to obtain clarity orresolution about the potential shortfall or claim to cash. ASMI has filed a claim with theLehman administrators to safeguard our interests.

Considering the factual and legal uncertainties, it is premature to conclude that the246,983 shares should still be considered as outstanding or that ASMI has a US$6,759receivable from Lehman. ASMI has, therefore, neither reversed the cancellation of theseshares that we recorded in 2009, nor recorded a receivable from Lehman. If the shareswould be considered as outstanding, the negative impact on our basic and dilutedearnings per share (eur 1) as at December 31, 2012 would have been €0.001 and€0.001 respectively per share.



Long-term Debt (Schedule ofLong-term Debt, IncludingCurrent Portion, in Local

Currencies) (Details)In Thousands, unlessotherwise specified

Dec. 31, 2012USD ($)

Dec. 31, 2011USD ($)

Dec. 31, 2012Japanese Yen [Member]

JPY (¥)

Dec. 31, 2011Japanese Yen [Member]

JPY (¥)

Debt Instrument [Line Items]Long-term debt $ 25,000 $ 0 ¥ 0 ¥ 1,969,097



12 MonthsEnded 12 Months Ended

Financial Instruments andRisk Management

(Narrative) (Details)In Thousands, unlessotherwise specified

Dec.31,

2012USD($)

Dec.31,

2012EUR(€)

Dec.31,

2011USD($)

Dec. 31,2012


Dec. 31,2012ASM

[Member]EUR (€)

Dec. 31,2012

SingleCustomer[Member]

Dec. 31,2011


Dec. 31,2010


Dec. 31,2012Ten

LargestCustomers[Member]

Dec. 31,2011Ten


Dec. 31,2010Ten


Dec. 31, 2012Convertible

SubordinatedNotes Due

OnNovember


Financial Instruments AndRisk Management [LineItems]Hypothetical percentage ofstrengthening and weakeningof currency

10.00% 10.00%

Long-term debt $25,000 $ 0 € 18,948

Other borrowings 61,675Change in average interest rate 10.00% 10.00%Percentage of revenue on netsales 8.80% 6.40% 5.20% 31.60% 27.90% 27.90%

Percentage of outstandingbalance in accounts receivable 6.50% 4.50% 6.00%

Short-term lines of credit,amount 337,567 150,000

Lines of credit amountoutstanding 61,675

Line of credit facility amountundrawn

€275,893 € 61,675



12 Months EndedLong-term Debt Dec. 31, 2012Long-term Debt, Unclassified[Abstract]Long-term Debt Long-term Debt

Long-term debt consists of the following:

December 31,

2011 2012





Long-term debt, including current portion, in local currencies is as follows (inthousands):

December 31,

2011 2012


Aggregate annual principal repayments for years subsequent to December 31,2012 are:

2013 6,3162014 6,3162015 6,316

18,948

Capital lease commitments relate to commitments for equipment andmachinery.




Accounting Policies (Details)(EUR €)

In Millions, unless otherwisespecified

Dec. 31, 2012segment Dec. 31, 2011Dec. 31, 2010

Product Warranty [Line Items]Number of major market segments (in segments) 3Number of operating segments (in segments) 2Majority share holding percentage 51.96%Useful life 5 yearsDeferred revenues from installations € 3.5 € 6.3 € 4.4ASM Pacific Technology Ltd. [Member]Product Warranty [Line Items]Majority share holding percentage 51.96%Minimum [Member]Product Warranty [Line Items]Warranty period 1 yearMaximum [Member]Product Warranty [Line Items]Warranty period 2 years



12 Months EndedEmployee Benefits (ScheduleOf Net Periodic Benefit Cost)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Defined Benefit Plan Disclosure [Line Items]Current service cost € 1,736 € 1,565Interest on obligation 1,164 962Past service cost (104) 0Expected return on plan assets (853) (673)Net periodic pension benefit cost 2,151 1,854Front-End [Member]Defined Benefit Plan Disclosure [Line Items]Current service cost 731 664 629Interest on obligation 121 107 139Expected return on plan assets (144) (103) (77)Amortization deferred actuarial loss 46 6 1Amortization of past service cost (55) (12) 0Net periodic pension benefit cost 699 662 692Other Post-Employment Benefit Plans ASMPT [Member]Defined Benefit Plan Disclosure [Line Items]Current service cost 45 63Interest on obligation 69 65Past service cost 0 0Expected return on plan assets 0 0Net periodic pension benefit cost 114 128Principal Defined Benefit Plans [Member]Defined Benefit Plan Disclosure [Line Items]Current service cost 1,691 1,502Interest on obligation 1,095 897Past service cost (104) 0Expected return on plan assets (853) (673)Net periodic pension benefit cost € 2,037 € 1,726



12 Months EndedConsolidated Statements ofCash Flows (EUR €)


specified

Dec. 31, 2012 Dec. 31, 2011 Dec. 31,2010

Cash flows from operating activities:Net earnings (loss) € 40,431 € 316,164 € 242,523Adjustments required to reconcile net earnings(loss) to net cashfrom operating activities:Depreciation and amortization 58,460 49,450 37,794Impairments 0 8,038 0Gain on bargain purchase 0 (109,279) 0Share-based compensation 23,065 13,452 13,901Non cash result components convertible bonds 6,678 8,779 28,656Result investments 766 0 0Deferred income taxes (147) (27,691) 4,092Changes in assets and liabilities:Accounts receivable 17,905 67,293 (95,260)Inventories (39,920) 8,390 (77,236)Other current assets (6,713) (20,335) (20,732)Accounts payable and accrued expenses (32,077) (94,601) 104,485Accruals for restructuring expenses 0 0 1,863Payment restructuring expenses 0 (3,159) (9,297)Current income taxes (25,968) 80 29,096Net cash provided by operating activities 42,480 216,581 259,884Cash flows from investing activities:Capital expenditures (68,162) (89,218) (102,974)Net purchase of intangible assets (4,630) (7,051) (624)Acquisition of business 0 (994) 0Cash acquired in business combination 0 43,434 0Pledged bank deposit in business combination 0 (20,000) 0Proceeds from sale of property, plant and equipment 901 3,794 3,032Net cash used in investing activities (71,891) (70,035) (100,566)Cash flows from financing activities:Debt redemption (24,726) (23,096) (68,810)Debt proceeds, net 47,677 42,173Proceeds from issuance of shares and exercise of stock options 2,209 4,122 3,945Dividends to common shareholders of ASMI (27,519) (22,262) 0Dividends to minority shareholders ASMPT (27,024) (79,474) (58,162)Net cash used in financing activities (73,489) (78,537) (123,027)Foreign currency translation effect 3,125 (18,052) 10,096Net (decrease) increase in cash and cash equivalents (99,775) 49,956 46,387Cash and cash equivalents at beginning of year 390,250 340,294 293,902Cash and cash equivalents at end of year 290,475 390,250 340,294



Supplemental disclosures of cash flow informationInterest 10,124 10,742 14,786Income taxes 52,425 39,929 9,751Supplemental on cash investing and financing activities:Subordinated debt converted 150,000 32,202 13,473Subordinated debt converted into number of shares (in shares) 9,074,396,0002,151,020,000878,491,000ASM International N.V. [Member]Cash flows from operating activities:Net earnings (loss) 40,431 316,164 242,523Adjustments required to reconcile net earnings(loss) to net cashfrom operating activities:Impairments 8,038Result investments 766Cash flows from investing activities:Capital expenditures (68,162) (89,218) (102,974)Net purchase of intangible assets (4,630) (7,051) (625)Cash flows from financing activities:Purchase of treasury shares ASMI (40,554) 0 0Cash and cash equivalents at beginning of year 390,250 340,294Cash and cash equivalents at end of year 290,475 390,250 340,294ASMPT [Member]Cash flows from financing activities:Purchase of treasury shares ASMI € (3,552) € 0 € 0



Consolidated Balance Sheets(Parenthetical) (EUR €) Dec. 31, 2012 Dec. 31, 2011

Common shares, authorized (in shares) 110,000,000 110,000,000Common shares, par value (in euro per share) € 0.04 € 0.04Common shares, issued (in shares) 63,095,986 55,377,020Common shares, outstanding (in shares) 63,095,986 55,377,020Preferred shares, authorized (in shares) 118,000 118,000Preferred shares, par value (in euro per share) € 40 € 40Preferred shares, issued (in shares) 0 0Financing Preferred [Member]Financing preferred shares, authorized (in shares) 8,000 8,000Financing preferred shares, par value (in euro per share) € 40 € 40Financing preferred shares, issued (in shares) 0 0



12 Months EndedProperty, Plant AndEquipment Dec. 31, 2012

Property, Plant andEquipment [Abstract]Property, Plant and Equipment Property, Plant and Equipment

The changes in the amount of property, plant and equipment are as follows:

Land,buildings and



furnitureand

fixtures Total


Capital expenditures 38,993 50,226 89,219Acquisition 276 11,249 11,525Impairment (1,416) (6,622) (8,038)Retirements and sales (9,361) (30,692) (40,053)Reclassification (235) 235 —Foreign currency translation effect 8,186 20,665 28,851

Balance December 31, 2011 167,874 454,950 622,824Capital expenditures 23,355 44,807 68,162Retirements and sales (278) (10,253) (10,531)Reclassification 428 (748) (320)Foreign currency translation effect (3,499) (13,127) (16,626)

Balance December 31, 2012 187,880 475,629 663,509Accumulated depreciation:Balance January 1, 2011 74,216 269,167 343,383

Depreciation for the year 9,170 30,815 39,985Retirements and sales (9,310) (26,920) (36,230)Foreign currency translation effect 3,020 12,486 15,506

Balance December 31, 2011 77,096 285,548 362,644Depreciation for the year 12,420 35,282 47,702Retirements and sales (81) (9,558) (9,639)Reclassification 3 (323) (320)Foreign currency translation effect (2,061) (10,253) (12,314)

Balance December 31, 2012 87,377 300,696 388,073Property, plant and equipment, net:


Useful lives in years: Buildings and leasehold improvements 10-25Machinery and equipment 2-10Furniture and fixtures 2-10



In 2011 the Company recorded an impairment charge of 8,038 related to machinery andequipment. The Company impaired certain items of property, plant and equipmentrelated to the Back-end lead frame business. The impairment loss of 8,038 wasrecognized based on the recoverable amount of the relevant assets.



0MonthsEnded

12 Months Ended 1 MonthsEnded

0 MonthsEnded

12MonthsEnded

0 MonthsEnded

Shareholders' Equity(Narrative) (Details)

May14,

2008EUR(€)

Dec. 31,2012

EUR (€)

Dec. 31,2011

EUR (€)

Dec.31,

2009EUR(€)

May 15,2012

M

Dec. 31,2012

FinancingPreferred

Shares[Member]EUR (€)

Sep. 30,2010

LehmanBrothers

[Member]USD ($)

Sep. 15,2008

LehmanBrothers

[Member]

Dec. 31,2012

LehmanBrothers

[Member]

May 15,2013

SubsequentEvent

[Member]

Schedule of Capitalization[Line Items]Common shares, authorized(in shares) 110,000,000110,000,000

Common shares, par value (ineuro per share) € 0.04 € 0.04

Preferred shares, authorized(in shares) 118,000 118,000 8,000

Preferred shares, par value (ineuro per share) € 40 € 40 € 40

Common shares, outstanding(in shares) 63,095,986 55,377,020

Preferred shares, outstanding 0 0Voting rights per share one vote per

€0.04 parvalue

Preferred dividend paid-upamount € 5

Preferred shares, issued (inshares) 21,985 0 0

Amount paid-up for issuanceof preferred stock 220,000

Amount paid-up for issuanceof preferred stock, percent 25.00%

Shares purchased and heldwhich were accounted for astreasury shares

2,552,071

Shortfall in the number ofshares held (in shares) 479,279 246,983

Segregated collateral cashaccount 6,759

Impact on basic earnings pershare € 0.001

Impact on diluted earnings pershare € 0.001

Gain on dilution ofinvestments in subsidiaries € 7,284 € 5,266

Number of months torepurchase shares 18

Maximum percentage ofshare's average closing price 110.00%

Shares bought back under theauthorization (in shares) 1,500,000

Purchased and held sharesaccounted as treasury shares(in shares)

0



Maximum percentage ofcommon shares issued whichthe company can hold intreasury

10.00%



Notes Payable to Banks(Schedule of Information on

Notes Payable) (Details)In Thousands, unlessotherwise specified

Dec.31,

2012EUR(€)

Dec.31,

2011EUR(€)

Dec. 31,2012

JapaneseYen

[Member]JPY (¥)

Dec. 31,2011

JapaneseYen

[Member]JPY (¥)

Dec. 31,2012HongKongDollar

[Member]HKD

Dec. 31,2011HongKongDollar

[Member]HKD

Dec. 31,2012

Japan[Member]EUR (€)

Dec. 31,2011

Japan[Member]EUR (€)

Dec. 31,2012


Dec. 31,2011


Short-term Debt [LineItems]Short-term debt outstanding €

61,675€40,680¥ 0 ¥ 775,000 630,686 331,144 € 0 € 7,734 € 61,675 € 32,946



Investments (Details) (EUR€)


Dec. 31, 2012 Dec. 31, 2011

Investment € 278 € 1,044Percentage of interest acquired in subsidiary 51.96%Levitech B.V. [Member]Percentage of interest acquired in subsidiary 20.00%




of Outstanding ForwardExchange Contracts)

(Details) (Fair Value HedgeContracts [Member], Short

Position [Member])In Thousands, unlessotherwise specified

Dec. 31,2012

USD ($)

Dec. 31,2012

EUR (€)

Dec. 31,2011

USD ($)

Dec. 31,2011

EUR (€)

Derivatives, Fair Value [Line Items]Derivative Liability, Notional amount $ (56,975)Derivative Assets, Notional amount (27,100)Derivative Liability, Fair value 1,764Derivative Assets, Fair value (145)Derivative Liability, Included in accumulated othercomprehensive income (loss) 0

Derivative Assets, Included in accumulated other comprehensiveincome (loss) € 0



12 Months EndedIncome Taxes (Schedule OfIncome Tax Expense)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Income Tax Expense (Benefit) [Abstract]Current, The Netherlands € (110) € (494) € (505)Current, Other countries (26,337) (64,684) (38,342)Current (26,447) (65,178) (38,847)Deferred, The Netherlands 0 0 0Deferred, Other countries 147 28,486 (4,092)Income tax expense € (26,300) € (36,692) € (42,939)



12 Months Ended

Board Remuneration(Schedule Of OutstandingOptions To Purchase ASM

International N.V. CommonShares) (Details)

Dec. 31,2012

Dec. 31, 2012ASM

InternationalN.V.

[Member]

Dec. 31,20122003

[Member]

Dec. 31, 20122003 [Member]C.D. Del Prado

[Member]ASM

InternationalN.V. [Member]

EUR (€)

Dec. 31, 20122007

[Member]C.D. Del

Prado[Member]

ASMInternational

N.V.[Member]EUR (€)

Dec. 31, 20122007

[Member]A.H. Del

Prado[Member]

ASMInternational


Dec. 31, 20122007

[Member]J.F.M.

Westendorp[Member]

ASMInternational


Dec. 31, 20122008

[Member]C.D. Del

Prado[Member]

ASMInternational


Dec. 31, 20122009

[Member]C.D. Del

Prado[Member]

ASMInternational


Dec. 31, 20122009

[Member]J.F.M.

Westendorp[Member]

ASMInternational


Dec. 31, 20122010

[Member]P.A.M. Van

Bommel[Member]

ASMInternational


Dec. 31, 20122011

[Member]C.D. Del

Prado[Member]

ASMInternational


Dec. 31, 20122011

[Member]P.A.M. Van

Bommel[Member]

ASMInternational


Dec. 31, 20122012

[Member]C.D. Del

Prado[Member]

ASMInternational


Dec. 31, 20122012

[Member]P.A.M. Van

Bommel[Member]

ASMInternational


Dec. 31,2012

2007 &2008

[Member]

Dec. 31,2012

2009 &2010

[Member]

Dec. 31,2012

2011 &2012

[Member]

Jan. 25, 2013Subsequent

Event[Member]

2003[Member]C.D. Del

Prado[Member]

ASMInternational

N.V.[Member]USD ($)

Share-based CompensationArrangement by Share-based Payment Award,Options, Outstanding [RollForward]Number of optionsoutstanding, beginning balance(in shares)

482,983,000 20,000,000 [1],[2] 19,645,000 [3] 52,886,000 [3] 22,452,000 [3] 125,000,000 [3] 50,000,000 [4] 40,000,000 [4] 25,000,000 [4] 75,000,000 [5] 53,000,000 [5] 0 [5] 0 [5]

Number of options granted (inshares) 1,950,300100,000,000 0 [1],[2] 0 [3] 0 [3] 0 [3] 0 [3] 0 [4] 0 [4] 0 [4] 0 [5] 0 [5] 60,000,000 [5] 40,000,000 [5]

Exercised (in shares) (328,000) 0 0 [1],[2] 0 [3] 0 [3] 0 [3] 0 [3] 0 [4] 0 [4] 0 [4] 0 [5] 0 [5] 0 [5] 0 [5]

Number of optionsoutstanding, ending balance(in shares)

582,983,000 20,000,000 [1],[2] 19,645,000 [3] 52,886,000 [3] 22,452,000 [3] 125,000,000 [3] 50,000,000 [4] 40,000,000 [4] 25,000,000 [4] 75,000,000 [5] 53,000,000 [5] 60,000,000 [5] 40,000,000 [5]

Exercise price (in euro pershare) € 11.35 [1],[2] € 19.47 [3] € 19.47 [3] € 19.47 [3] € 12.71 [3] € 15.09 [4] € 15.09 [4] € 16.27 [4] € 22.33 [5] € 22.33 [5] € 27.04 [5] € 27.04 [5] $ 29.04

Options outstanding,contractual life 7 years 10 years 8 years 8 years 7 years

Options exercisable,contractual life 7 years 5 years 3 years

Options vesting period 3 years 3 years 3 yearsMaximum percentage ofoptions granted 150.00%

[1] These options have been exercised on January 25, 2013 at a share price of €29.04.[2] These options are granted for a term of ten years, and became exercisable in equal parts over a five year period.[3] These options are conditional. A percentage-not exceeding 150%-of the options which have been granted conditionally will become unconditional after three years, based on the total return of the Company's shares for the three years after the options are granted compared to the average

total return of the shares of a relevant number of companies which are similar to the Company during the same three-year period. The options are granted for a term of eight years[4] These options are granted for a term of eight years, and become exercisable after a 3 year vesting period.[5] These options are granted for a term of seven years and become exercisable after a 3 year vesting period.




of Financial Instruments)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010 Dec. 31, 2009

Financial assets:Cash and cash equivalents € 290,475 € 390,250 € 340,294 € 293,902Pledged cash deposits 20,000 20,000Accounts receivable 304,840 330,891Investments 278 1,044Derivative instruments designated in cash flow hedges 145 0Financial liabilities:Notes payable to banks 61,675 40,680Accounts payable 151,761 157,549Current portion of long-term debt 6,316 4,332Long-term debt 12,632 15,319Convertible subordinated debt 0 135,078Derivative instruments designated in fair value hedges € 0 € 1,764



12 Months EndedDocument And EntityInformation Dec. 31, 2012

Entity Information [Line Items]Document Type 20-FAmendment Flag falseDocument Period End Date Dec. 31, 2012Document Fiscal Year Focus 2012Document Fiscal Period Focus FYEntity Registrant Name ASM INTERNATIONAL N VEntity Central Index Key 0000351483Trading Symbol asmiEntity Current Reporting Status YesCurrent Fiscal Year End Date --12-31Entity Filer Category Large Accelerated FilerEntity Well-known Seasoned Issuer YesPreferred Shares [Member]Entity Information [Line Items]Entity Common Stock, Shares Outstanding 0Common Shares [Member]Entity Information [Line Items]Entity Common Stock, Shares Outstanding 63,095,986



12 Months EndedFinancial Instruments andRisk Management (Schedule

of Company's PriceSensitivity Impact on Net

Earnings) (Details) (USD $)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011

Financial Instruments And Risk Management [Line Items]Percentage of increase in price 10.00%Percentage of decrease in price 10.00%10% Increase Of Japanese Yen Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Impact on net earnings due to changes in average exchange rates $ 923 $ (519)10% Decrease Of Japanese Yen Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Impact on net earnings due to changes in average exchange rates (923) 51910% Increase Of U.S. Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Impact on net earnings due to changes in average exchange rates 915 1,88710% Decrease Of U.S. Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Impact on net earnings due to changes in average exchange rates (915) (1,887)10% Increase Of Hong Kong Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Impact on net earnings due to changes in average exchange rates 3,630 14,39210% Decrease Of Hong Kong Dollar Versus Euro [Member]Financial Instruments And Risk Management [Line Items]Impact on net earnings due to changes in average exchange rates $ (3,630) $ (14,392)



12 Months EndedAssets Held For Sale Dec. 31, 2012Assets Held-for-sale, LongLived [Abstract]Assets Held For Sale Assets held for sale

The changes in the carrying value of assets held for sale are as follows:


Balance January 1, 2011 6,070 277 6,347Foreign currency translation effect 515 — 515

Balance December 31, 2011 6,585 277 6,862Foreign currency translation effect (864) — (864)


In 2009 the decision was made to dispose certain items of property, plant andequipment. These assets represent a carrying value as per December 31, 2012 of5,998. The assets held for sale are located in Japan and The Netherlands. In Japan(Tama) a building that was used for research and development activities was ceased tobe used in December 2009. The carrying value of €4.8 million is lower than the fair valueless cost to sell. Also in Japan, a piece of land that was purchased to build a researchand development center has now been regarded as held for sale. The carrying value of€0.9 million is below the expected selling price. The expected selling prices weredetermined, based on various inputs and considerations, including an appraisal from anoutside firm performed during 2011. In the Netherlands the former ASMI head officelocated in Bilthoven has been regarded as held for sale. The carrying value of €0.3million is lower than the fair value less cost to sell. The expected selling prices weredetermined, based on various inputs and considerations, including an appraisal from anoutside firm performed during 2009. During 2012 both the Japanese and the Dutchproperties were under the interest of the market, though the assets have not been soldyet, mainly as a result of the economical circumstances and the earth quake in Japan in2011 leading to a low level of interest of the markets in these assets, the outside firmsmaintain the expected selling prices.



12 Months EndedOther Intangible Assets(Schedule of Change In The

Amount of Intangible Assets)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011

At cost:Beginning balance € 30,254 € 17,625Additions 4,630 7,099Acquisitions 4,826Disposals (10) (151)Foreign currency translation effect (135) 855Ending balance 34,739 30,254Accumulated amortization:Beginning balance 15,478 10,820Amortization for the year 5,418 4,471Disposals 10 151Foreign currency translation effect (62) 338Ending balance 20,824 15,478Other intangible assets, net: 13,915 14,776Software [Member]At cost:Beginning balance 18,042 14,433Additions 2,447 3,417Acquisitions 44Disposals (10) (104)Foreign currency translation effect (133) 252Ending balance 20,346 18,042Accumulated amortization:Beginning balance 10,785 7,809Amortization for the year 2,784 2,901Disposals 10 104Foreign currency translation effect (113) 179Ending balance 13,446 10,785Other intangible assets, net: 6,900 7,257Purchased Technology And Other Intangible Assets [Member]At cost:Beginning balance 12,212 3,192Additions 2,183 3,682Acquisitions 4,782Disposals 0 (47)Foreign currency translation effect (2) 603Ending balance 14,393 12,212Accumulated amortization:



Beginning balance 4,693 3,011Amortization for the year 2,634 1,570Disposals 0 47Foreign currency translation effect 51 159Ending balance 7,378 4,693Other intangible assets, net: € 7,015 € 7,519Minimum [Member]Accumulated amortization:Amortization period of other intangible assets 3 yearsMaximum [Member]Accumulated amortization:Amortization period of other intangible assets 7 years



12 Months EndedEvaluation Tools AtCustomers (Schedule Of

Changes In The Amount OfEvaluation Tools) (Details)


Dec. 31, 2012EUR (€)

Dec. 31, 2011EUR (€)

Dec. 31, 2012USD ($)

Dec. 31, 2011USD ($)

Evaluation Tools at Customers [Roll Forward]Beginning Balance € 13,987 € 6,644 $ 16,922 $ 13,987Evaluation tools shipped 11,120 14,901Depreciation (3,798) (2,518)Evaluation tools sold (3,277) (7,830)Transfer from inventories 1,913Foreign currency translation effect (1,110) 877Ending Balance € 16,922 € 13,987 $ 16,922 $ 13,987Useful lives 5 years



12 Months EndedConsolidated Statements ofOperations (EUR €)

In Thousands, except PerShare data, unless otherwise

specified

Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Income Statement [Abstract]Net sales €

1,418,067€1,634,334

€1,222,900

Cost of sales (977,638) (1,063,708) (673,322)Gross profit 440,429 570,626 549,578Operating expenses:Selling, general and administrative (200,799) (174,107) (130,596)Research and development, net (149,219) (129,400) (78,785)Amortization of other intangible assets (1,264) (911) (357)Impairment charge property, plant and equipment 0 (8,038) 0Restructuring expenses (891) 0 (11,201)Total operating expenses 352,173 312,455 220,939Operating income:Gain on bargain purchase 0 109,279 0Result from operations 88,256 367,450 328,640Interest income 1,989 2,902 1,221Interest expense (12,113) (13,497) (15,677)Loss resulting from early extinguishment of debt (2,209) (824) (3,609)Accretion interest expense convertible notes (4,469) (4,401) (6,010)Revaluation conversion option 0 (4,378) (19,037)Foreign currency exchange gains (losses), net (3,957) 5,604 (65)Result on investments (766) 0 0Earnings before income taxes 66,731 352,855 285,462Income tax expense (26,300) (36,692) (42,939)Net earnings 40,431 316,164 242,523Allocation of net earnings:Shareholders of the parent 7,149 186,770 110,639Non-controlling interest € 33,282 € 129,394 € 131,884Net earnings per share (in euro):Basic net earnings from continuing operations (in euro per share) € 0.13 € 3.38 € 2.11Diluted net earnings from continuing operations (in euro per share) € 0.13 € 3.16 € 2.09Weighted average number of shares used in computing per shareamounts (in thousands):Basic (in shares) 56,108 55,210 52,435Diluted (in shares) 56,767 64,682 61,494



12 Months EndedPledged Bank Deposit Dec. 31, 2012Financial InstrumentsPledged as Collateral[Abstract]Pledged Bank Deposit Pledged bank deposit

Pursuant to the Master Sale and Purchase Agreement of the acquisition (see note 3)entered into between ASMPT and Siemens Aktiengesellschaft , ASMPT provided a bankguarantee to Siemens AG upon completion of the acquisition for the purpose of securingcertain obligations to an amount of €20 million. Per December 31, 2012, a bank depositamounting to €20 million is pledged for the purpose of securing the bank guarantee. Thepledged bank deposit will be released on January 7, 2015.

The pledged bank deposit carried interest at market rates of 0.1% (2011: 0.95%) perannum.



12 Months EndedCash And Cash Equivalents Dec. 31, 2012Cash and Cash Equivalents,at Carrying Value [Abstract]Cash And Cash Equivalents Cash and Cash Equivalents

At December 31, 2012, cash and cash equivalents of the Company’s subsidiary ASMPTamounted to €145,414, which are restricted to be used only in the operations of ASMPT.No further restrictions on usage of cash and cash equivalents exist. The carrying amountapproximates their fair value.



2 MonthsEnded 12 Months EndedBoard Remuneration

(Schedule Of InformationConcerning All

Remuneration From TheCompany For Services In AllCapacities) (Details) (EUR €)


Aug. 31,2010 Dec. 31, 2012 Dec. 31,

2011Dec. 31,

2010

Deferred Compensation Arrangement with Individual,Share-based Payments [Line Items]Pensions €

21,151€18,945

€12,303

Share based payment expenses 23,065 13,452 13,901Partial board remuneration percentage 40.00%One-time crisis levy, percentage 16.00%One-time crisis levy, amount 175One-time crisis levy, threshold 150Management Board [Member] | C.D. Del Prado [Member]Deferred Compensation Arrangement with Individual,Share-based Payments [Line Items]Base compensation 510 [1] 500 500Bonuses 177 [1] 339 559Pensions 76 [1] 69 84Share based payment expenses 398 [1],[2] 182 [2] 365 [2]

Other 59 [1] 56 41Board remuneration, Total 1,220 [1] 1,146 1,549Management Board [Member] | P.A.M. Van Bommel[Member]Deferred Compensation Arrangement with Individual,Share-based Payments [Line Items]Base compensation 367 [1],[3] 360 [3] 140 [3]

Bonuses 144 [1],[3] 233 [3] 150 [3]

Pensions 88 [1],[3] 54 [3] 26 [3]

Share based payment expenses 325 [1],[2],[3] 141 [2],[3] 71 [2],[3]

Other 59 [1],[3] 46 [3] 4 [3]

Board remuneration, Total € 983 [1],[3] € 834 [3] € 391 [3]

[1] A one-time crisis levy of 16% as imposed by the Dutch government amounts to EUR 175 in total. This crisistax levy is payable by the employer and is charged over income of employees exceeding a EUR 150threshold in 2012. These expenses do not form part of the remuneration costs mentioned.

[2] These amounts represent the vesting expenses related to the financial year.[3] For the period July 1, 2010 through August 31, 2010 at 40% and for the period September 1, 2010 through

December 31, 2010 full time.



12 Months EndedAccrued Expenses and Other Dec. 31, 2012Payables and Accruals[Abstract]Accrued Expenses and Other Accrued Expenses and Other

Accrued expenses and other consist of the following:

December 31,

2011 2012

Advance payments from customers 29,621 29,350Accrual for onerous contracts 446 125Deferred revenue 6,340 5,938Accrual for salaries, wages and related taxes and expenses 60,039 56,246Interest payable 1,881 307Payables arising from acquisition of property, plant andequipment 20,509 14,027Other 34,055 26,067

152,891 132,060

The accrual for onerous contracts relates to operating lease contracts for buildings forwhich no economic benefits are expected. The accrual for onerous contracts is expectedto be utilized by 2013.



12 Months EndedEvaluation Tools AtCustomers Dec. 31, 2012

Other Inventory, Gross[Abstract]Evaluation Tools AtCustomers

Evaluation tools at customersThe changes in the amount of evaluation tools are as follows:




Evaluation tools are systems delivered to customers under evaluation agreements.Evaluation tools are recorded at cost and depreciated over their useful life (5 years). Thedepreciation period may be shorter, depending on circumstances. The depreciationexpenses are reported as Cost of sales.



12 Months EndedGoodwill (Narrative)(Details) Dec. 31, 2012 Dec. 31, 2011

Goodwill and Intangible Assets Disclosure [Abstract]Discount rate of pre-tax weighted average cost of capital 22.70% 20.50%Maximum term of cash flow calculations 5 yearsPercentage of perpetuity growth rates used 1.00%Enabling technology products rate used 3.00%



12 Months EndedOther Intangible Assets Dec. 31, 2012Intangible Assets, Net(Excluding Goodwill)[Abstract]Other Intangible Assets Other Intangible Assets

Other intangible assets include purchased technology from third parties andsoftware developed or purchased (including licences) for internal use. The changes inthe amount of other intangible assets are as follows:

Software


assets Total









Other intangible assets are amortized over their useful lives of 3 to 7 years. Estimatedamortization expenses relating to other intangible assets are as follows:

2013 5,6962014 4,0462015 2,499



2016 1,1822017 492

13,915



0 Months EndedSubsequent Events (Details)(Subsequent Event[Member], USD $)

In Millions, unless otherwisespecified

Mar. 13, 2013

ASM International N.V. [Member]Subsequent Event [Line Items]Cash proceeds to be distributed 65.00%ASMPT [Member]Subsequent Event [Line Items]Percentage of stake sold 12.00%Consideration received $ 422Percent of certain major shareholders consulted 27.00%Sale of Subsidiary Percent 51.96%Purcahse of Associate Percent 40.08%ASMPT [Member] | Minimum [Member]Subsequent Event [Line Items]Percentage of ownership after transaction 40.00%Percentage of potential stake to be dold 8.00%ASMPT [Member] | Maximum [Member]Subsequent Event [Line Items]Percentage of potential stake to be dold 12.00%



12 Months EndedResearch and Development(Tables) Dec. 31, 2012

Research and Development Expense[Abstract]Schedule of Research and Development Research and Development consists of the following:


2010 2011 2012

Research and development expenses 79,331 130,153 150,118Research and development grants andcredits (546) (753) (899)Total research and developmentexpenses 78,785 129,400 149,219



Employee Benefits(Allocation Of Plan Assets)

(Details)In Thousands, unlessotherwise specified

Dec. 31,2012

Front-End

[Member]USD ($)

Dec. 31,2011

Front-End

[Member]USD ($)

Dec. 31,2012

Front-End

[Member]Equity

[Member]USD ($)

Dec. 31,2011

Front-End

[Member]Equity

[Member]USD ($)

Dec. 31,2012

Front-End

[Member]Bonds

[Member]USD ($)

Dec. 31,2011

Front-End

[Member]Bonds

[Member]USD ($)

Dec. 31,2012

Front-End

[Member]Loans

[Member]USD ($)

Dec. 31,2011

Front-End

[Member]Loans

[Member]USD ($)

Dec. 31,2012

Front-End

[Member]Real

Estate[Member]USD ($)

Dec. 31,2011

Front-End

[Member]Real

Estate[Member]USD ($)

Dec. 31,2012

Front-End

[Member]Other

[Member]USD ($)

Dec. 31,2011

Front-End

[Member]Other

[Member]USD ($)

Dec. 31,2012

Back-End[Member]EUR (€)

Dec. 31,2011

Back-End[Member]EUR (€)

Dec. 31,2012

Back-End[Member]

Equity[Member]EUR (€)

Dec. 31,2011

Back-End[Member]

Equity[Member]EUR (€)

Dec. 31,2012

Back-End[Member]

FixedIncome

AndCorporate

Bonds[Member]EUR (€)

Dec. 31,2011

Back-End[Member]

FixedIncome

AndCorporate

Bonds[Member]EUR (€)

Dec. 31,2012

Back-End[Member]Cash And

OtherAssets

[Member]EUR (€)

Dec. 31,2011

Back-End[Member]Cash And

OtherAssets

[Member]EUR (€)

Share-based CompensationArrangement by Share-based Payment Award [LineItems]Total allocation of plan assets $ 4,794 $ 4,090 $ 1,087 $ 940 $ 2,957 $ 2,488 $ 463 $ 368 $ 72 $ 66 $ 215 $ 228 € 27,035 € 21,364 € 5,677 € 3,418 € 20,817 € 17,519 € 541 € 427Total allocation of plan assets,percentage 100.00% 100.00% 23.00% 23.00% 62.00% 61.00% 10.00% 9.00% 2.00% 2.00% 4.00% 6.00% 100.00% 100.00% 21.00% 16.00% 77.00% 82.00% 2.00% 2.00%



12 Months EndedAccounts Receivable Dec. 31, 2012Accounts Receivable, Net,Current [Abstract]Accounts Receivable Accounts receivable

The carrying amount of accounts receivable is as follows:





December 31,2011 264,224 31,529 12,126 13,579 9,433 330,891December 31,2012 223,546 38,666 13,537 13,954 15,137 304,840

In the total amount of accounts receivable for the year ended December 31, 2012, anamount of €42,588 relates to notes receivable.




Balance December 31, 2011 (7,601)Charged to selling, general and administrative expenses (2,825)Utilization 1,841Foreign currency translation effect 34


The carrying amount of the accounts receivable approximates their fair value.



12 Months EndedInventories Dec. 31, 2012Inventory Disclosure [Abstract]Inventories Inventories

Inventories consist of the following:

December 31,

2011 2012


The changes in the allowance for obsolescence are as follows:







Income Taxes (Schedule OfAmounts And ExpirationDates Of Net Operating

Losses For Tax Purposes)(Details) (EUR €)


Dec. 31, 2012

Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes € 318,477Net operating losses for which deferred tax assets are recognized 229Expiration Year: 2013 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 16,309Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2014 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 37,607Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2015 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 0Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2016 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 0Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2017 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 47,429Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2018 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 47,293Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2019 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 35,905Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2020 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 147Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2021 [Member]Operating Loss Carryforwards [Line Items]



Total of net operating losses for tax purposes 60,564Net operating losses for which deferred tax assets are recognized 149Expiration Year: 2021-2028 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 0Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2029 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 22,374Net operating losses for which deferred tax assets are recognized 0Expiration Year: 2030 [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 3,689Net operating losses for which deferred tax assets are recognized 0Unlimited (No Expiration) [Member]Operating Loss Carryforwards [Line Items]Total of net operating losses for tax purposes 47,160Net operating losses for which deferred tax assets are recognized € 80



12 Months EndedGoodwill Dec. 31, 2012Goodwill and IntangibleAssets Disclosure [Abstract]Goodwill Goodwill

The changes in the carrying amount of goodwill are as follows:


Balance January 1, 2011 11,193 39,622 50,815Foreign currency translation effect — 1,316 1,316

Balance December 31, 2011 11,193 40,938 52,131Foreign currency translation effect 456 (699) (243)

Balance December 31, 2012 11,649 40,239 51,888

The allocation of the carrying amount of goodwill is as follows:

December 31,

2011 2012

Front-end segment:



We perform an annual impairment test at December 31 of each year or if events orchanges in circumstances indicate that the carrying amount of goodwill exceeds its fairvalue. Our Front-end impairment test and the determination of the fair value is based ona discounted future cash flow approach that uses our estimates of future revenues,driven by assumed market growth and estimated costs as well as appropriate discountrates. Our Back-end impairment test is based on the market value of the listed shares ofASMPT.

The material assumptions used for the fair value calculation of the reporting unit are:

• An average discount rate of 22.7% ( 2011: 20.5%) representing the pre-taxweighted average cost of capital. This relative high rate is a consequence ofthe current situation whereby certain production lines are in the early phase ofthe product lifecycle, hence reflecting a higher risk.

• For Front- end external market segment data, historical data and strategicplans to estimate cash flow growth per product line have been used.

• Cash flow calculations are limited to five years of cash flow; after these fiveyears perpetuity growth rates are set based on market maturity of theproducts. For maturing product the perpetuity growth rates used are 1% orless and for enabling technology products the rate used is 3% or less.



• For Back-end the market value of the listed shares of ASMPT on the HongKong Stock exchange has been used in our analysis.

These estimates are consistent with the plans and estimated costs we use to managethe underlying business. Based on this analysis management believes that as perDecember 31, 2012 the fair value of the reporting units exceeded the carrying value.



12 Months EndedSelected Operating ExpensesAnd Additional Information


Compensation Related Costs [Abstract]Schedule of Personnel Expenses for Employees Personnel expenses for employees were as follows:

December 31,

2010 2011 2012


266,451 380,511 421,712

Schedule of Average Number of Employees,Exclusive of Temporary Workers, by GeographicArea

The average number of employees, exclusive of temporaryworkers, by geographic area during the year was as follows:

December 31,

2010 2011 2012


14,253 17,525 17,332



12 Months EndedFinancial Instruments andRisk Management (Scheduleof Gains or Losses Related to

Financial Instruments)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Summary of Derivative Instruments by Risk Exposure [Abstract]Interest income € 1,989 € 2,902 € 1,221Interest expense (12,113) (13,497) (15,677)Accretion interest expense convertible notes at amortized value (4,469) (4,401) (6,010)Loss resulting from early extinguishment of debt (2,209) (824) (3,609)Result on investments (766) 0 0Revaluation conversion option 0 (4,378)Losses Foreign currency exchange, net (3,957) 7,040Addition to allowance for doubtful accounts receivable € (2,825) € (356) € (461)



12 Months EndedProperty, Plant AndEquipment (Schedule of

Changes in the Amount ofProperty, Plant And

Equipment) (Details) (EUR€)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

At cost:Beginning balance € 622,824 € 541,320Capital expenditures 68,162 89,219Acquisition 11,525Impairment 0 (8,038) 0Retirements and sales (10,531) (40,053)Reclassification (320) 0Foreign currency translation effect (16,626) 28,851Ending balance 663,509 622,824 541,320Accumulated depreciation:Beginning balance 362,644 343,383Depreciation for the year 47,702 39,985Retirements and sales (9,639) (36,230)Reclassification (320)Foreign currency translation effect (12,314) 15,506Ending balance 388,073 362,644 343,383Long-lived assets 275,436 260,180 197,937Land, Buildings And Leasehold Improvements [Member]At cost:Beginning balance 167,874 131,431Capital expenditures 23,355 38,993Acquisition 276Impairment (1,416)Retirements and sales (278) (9,361)Reclassification 428 (235)Foreign currency translation effect (3,499) 8,186Ending balance 187,880 167,874Accumulated depreciation:Beginning balance 77,096 74,216Depreciation for the year 12,420 9,170Retirements and sales (81) (9,310)Reclassification 3Foreign currency translation effect (2,061) 3,020Ending balance 87,377 77,096Long-lived assets 100,503 90,778Machinery, Equipment, Furniture And Fixtures [Member]



At cost:Beginning balance 454,950 409,889Capital expenditures 44,807 50,226Acquisition 11,249Impairment (6,622)Retirements and sales (10,253) (30,692)Reclassification (748) 235Foreign currency translation effect (13,127) 20,665Ending balance 475,629 454,950Accumulated depreciation:Beginning balance 285,548 269,167Depreciation for the year 35,282 30,815Retirements and sales (9,558) (26,920)Reclassification (323)Foreign currency translation effect (10,253) 12,486Ending balance 300,696 285,548Long-lived assets € 174,933 € 169,402



12 Months EndedBoard Remuneration(Tables) Dec. 31, 2012

Management Board [Member]Deferred CompensationArrangement withIndividual, Excluding Share-based Payments andPostretirement Benefits[Line Items]Schedule of InformationConcerning All RemunerationFrom the Company ForServices in All Capacities

The following table sets forth as to all current and former members of the ManagementBoard of the Company, information concerning all remuneration from the Company(including its subsidiaries) for services in all capacities:


Sharebased

paymentexpenses

2) Other TotalManagement Board:

C.D. del Prado

2012 3) 510 177 76 398 59 1,2202011 500 339 69 182 56 1,1462010 500 559 84 365 41 1,549


2012 3) 367 144 88 325 59 9832011 360 233 54 141 46 834

2010 140 150 26 71 4 391

1. For the period July 1, 2010 through August 31, 2010 at 40% and for the periodSeptember 1, 2010 through December 31, 2010 full time.

2. These amounts represent the vesting expenses related to the financial year.3. A one-time crisis levy of 16% as imposed by the Dutch government amounts to EUR

175 in total. This crisis tax levy is payable by the employer and is charged overincome of employees exceeding a EUR 150 threshold in 2012. These expenses donot form part of the remuneration costs mentioned.

Schedule of OutstandingOptions To Purchase ASMInternational N.V. CommonShares

Yearof

grant


2012Grantedin 2012

Exercisedin 2012


2012Exercise

priceEnddate

Current members:

C.D. del Prado 1,5 2003 20,000 — — 20,000 US$ 11.35Feb 1,

2013

C.D. del Prado 2 2007 19,645 — — 19,645 € 19.47May 23,

2015

C.D. del Prado 2 2008 125,000 — — 125,000 € 12.71Mar 31,

2016

C.D. del Prado 3 2009 50,000 — — 50,000 € 15.09Dec 31,

2017

C.D. del Prado 4 2011 75,000 — — 75,000 € 22.33Dec 31,

2018

C.D. del Prado 4 2012 — 60,000 — 60,000 € 27.04Dec 31,

2019



P.A.M. van Bommel 3 2010 25,000 — — 25,000 € 16.27Aug 7,

2018

P.A.M. van Bommel 4 2011 53,000 — — 53,000 € 22.33Dec 31,

2018P.A.M. van Bommel 4

2012 — 40,000 — 40,000 € 27.04Dec 31,

2019Former members:

A.H. del Prado 2 2007 52,886 — — 52,886 € 19.47May 23,

2015

J.F.M. Westendorp 2 2007 22,452 — — 22,452 € 19.47May 23,

2015

J.F.M. Westendorp 3 2009 40,000 — — 40,000 € 15.09Dec 31,

2017

482,983 100,000 — 582,983

1. These options are granted for a term of ten years, and became exercisable in equalparts over a five year period.

2. These options are conditional. A percentage-not exceeding 150%-of the optionswhich have been granted conditionally will become unconditional after three years,based on the total return of the Company's shares for the three years after theoptions are granted compared to the average total return of the shares of a relevantnumber of companies which are similar to the Company during the same three-year period. The options are granted for a term of eight years

3. These options are granted for a term of eight years, and become exercisable aftera 3 year vesting period.

4. These options are granted for a term of seven years and become exercisable aftera 3 year vesting period.

5. These options have been exercised on January 25, 2013 at a share price of€29.04.

Supervisory Board [Member]Deferred CompensationArrangement withIndividual, Excluding Share-based Payments andPostretirement Benefits[Line Items]Schedule of CompanyInformation Concerning AllRemuneration ExcludingBonuses or Pensions PaidFrom the Company

The following table sets forth as to all current and former members of the SupervisoryBoard of the Company information concerning all remuneration (base compensation, nobonuses or pensions were paid) from the Company (including its subsidiaries) forservices in all capacities:


2011 2012

Total Total


321 321



Convertible SubordinatedDebt (Schedule Of

Convertible SubordinatedDebt Nominal Value)

(Details)

Dec. 31, 20124.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20124.25%


Notes, DueDecember


Dec. 31, 20114.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20114.25%


Notes, DueDecember


Dec. 31, 20074.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31, 20044.25%


Notes, DueDecember

2011[Member]USD ($)

Dec. 31,2012


2014[Member]USD ($)

Dec. 31,2012



Dec. 31,2011



Nov. 30,2009


2014[Member]USD ($)

Debt Conversion [LineItems]Convertible subordinated notes $ 0 € 0 $ 0 € 0 $ 150,000,000 $ 150,000,000 $ 0 € 0 €

150,000,000$150,000,000





Segment Reporting [Abstract]Schedule of Segment ReportingInformation by Segment Front-end Back-end Total

Year Ended December 31, 2010Net sales to unaffiliated customers 293,356 929,544 1,222,900Gross profit 114,624 434,954 549,578Result from operations 15,954 312,686 328,640Interest income 615 605 1,221Interest expense (15,677) — (15,677)Loss resulting from early extinguishment ofdebt (3,609) — (3,609)Accretion interest expense convertible notes (6,010) — (6,010)Revaluation conversion option (19,037) — (19,037)Foreign currency exchange gains (losses), net (1,809) 1,744 (65)Income tax expense (6,106) (36,833) (42,939)Net earnings (loss) (35,679) 278,202 242,523Allocation of net earnings (loss):


Capital expenditures 17,653 85,320 102,974Net purchase of other intangibles 43 582 625Depreciation property, plant and equipment 8,930 21,700 30,630Amortization of other intangible assets 2,338 397 2,735Depreciation evaluation tools at customers 2,477 — 2,477Cash and cash equivalents 142,420 197,874 340,294Capitalized goodwill 11,193 39,622 50,815Other intangible assets 6,089 715 6,804Other identifiable assets 281,076 535,129 816,204Total assets 440,777 773,340 1,214,117Total debt 215,681 — 215,681Headcount in full-time equivalents 1 1,450 15,249 16,699

__________________(1) Headcount includes those employees with a fixed contract, and is

exclusive of temporary workers.


Year Ended December 31, 2011Net sales to unaffiliated customers 456,065 1,178,270 1,634,334Gross profit 172,318 398,308 570,626Result from operations 62,581 304,869 367,450Interest income 976 1,925 2,902Interest expense (13,142) (354) (13,497)



Loss resulting from early extinguishment ofdebt (824) — (824)Accretion interest expense convertible notes (4,401) — (4,401)Revaluation conversion option (4,378) — (4,378)Foreign currency exchange gains (losses),net 8,296 (2,692) 5,604Income tax expense (4,581) (32,111) (36,692)Net earnings (loss) 44,527 271,637 316,164Allocation of net earnings:


Capital expenditures 16,369 72,849 89,218Net purchase of other intangibles 6,141 910 7,051Depreciation property, plant & equipment 9,162 30,823 39,985Depreciation evaluation tools at customers 2,518 — 2,518Amortization of other intangible assets 2,655 1,815 4,471Impairment of property, plant and equipment — (8,038) (8,038)Cash and cash equivalents 228,114 162,136 390,250Capitalized goodwill 11,193 40,939 52,131Other intangible assets 9,643 5,133 14,776Other identifiable assets 336,090 788,973 1,125,063Total assets 585,040 997,181 1,582,221Total debt 162,464 32,946 195,409Headcount in full-time equivalents 1 1,631 14,563 16,194

___________________(1) Headcount includes those employees with a fixed contract, and is

exclusive of temporary workers.


Year Ended December 31, 2012Net sales to unaffiliated customers 370,409 1,047,658 1,418,067Gross profit 124,531 315,898 440,429Result from operations 539 87,717 88,256Interest income 1,015 974 1,989Interest expense (11,381) (732) (12,113)Loss resulting from early extinguishment ofdebt (2,209) — (2,209)Accretion interest expense convertible notes (4,329) (140) (4,469)Revaluation conversion option — — —Foreign currency exchange gains (losses),net (3,050) (907) (3,957)Result on investments (766) — (766)Income tax expense (8,965) (17,335) (26,300)Net earnings (loss) (29,146) 69,577 40,431Allocation of net earnings:




Capital expenditures 21,973 46,189 68,162Net purchase of other intangibles 2,042 2,588 4,630Depreciation property, plant & equipment 10,968 36,829 47,797Depreciation evaluation tools at customers 3,799 — 3,799Amortization of other intangible assets 4,071 2,793 6,864Cash and cash equivalents 145,061 145,414 290,475Capitalized goodwill 11,649 40,239 51,888Other intangible assets 9,049 4,866 13,915Other identifiable assets 334,399 808,829 1,143,228Total assets 500,158 999,348 1,499,506Total debt — 80,623 80,623Headcount in full-time equivalents 1 1,636 15,768 17,404

__________________(1) Headcount includes those employees with a fixed contract, and is

exclusive of temporary workers.Schedule of Geographical Information Geographical information is summarized as follows:

Europe



Year endedDecember 31,2010Net sales tounaffiliatedcustomers 76,235 112,863 90,394 943,408 — 1,222,900Long-livedassets 1,978 9,395 19,409 167,020 135 197,937Total assets 40,470 85,065 92,547 839,720 156,315 1,214,117Capitalexpenditures 186 7,059 5,388 90,279 62 102,974Purchase ofintangibleassets — — — 607 17 624Year endedDecember 31,2011Net sales tounaffiliatedcustomers 338,065 185,943 96,697 1,013,629 — 1,634,334Long-livedassets 16,021 13,110 18,273 212,605 171 260,180Total assets 406,586 131,498 120,717 733,571 189,849 1,582,221Capitalexpenditures 7,425 8,429 1,559 71,720 85 89,218Purchase ofintangibleassets 29 779 635 1,378 4,230 7,051



Year endedDecember 31,2012Net sales tounaffiliatedcustomers 255,795 197,566 59,385 905,321 — 1,418,067Long-livedassets 17,587 22,567 17,313 217,849 120 275,436Total assets 473,561 128,484 71,838 717,986 107,637 1,499,506Capitalexpenditures 7,098 12,837 4,947 43,280 — 68,162Purchase ofintangibleassets 1,732 437 72 997 1,392 4,630



12 Months EndedInvestments (Schedule ofChanges in Investment)


Dec. 31, 2012

Changes in Investment [Roll Forward]Beginning balance € 1,044Share of result (766)Ending balance € 278



4 Months Ended 12 Months EndedRestructuring Expenses(Narrative) (Details) (EUR €)


Dec. 31, 2012employee Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Restructuring Charges [Abstract]Number of positions eliminated (in employees) 110Restructuring expenses € 891 € 891 € 0 € 11,201



12 Months EndedDisclosures about Segmentsand Related Information Dec. 31, 2012

Segment Reporting[Abstract]Disclosures about Segmentsand Related Information

Disclosures about Segments and Related InformationThe Company organizes its activities in two operating segments, Front-end and Back-end. Operating segments are reported in a manner consistent with the internal reportingprovided to the Chief Executive Officer (“CEO”), which is the chief operating decisionmaker (according to ASC 280).

The Front-end segment manufactures and sells equipment used in wafer processing,encompassing the fabrication steps in which silicon wafers are layered withsemiconductor devices. The segment is a product driven organizational unit comprisedof manufacturing, service, and sales operations in Europe, the United States, Japan andSoutheast Asia.

The Back-end segment manufactures and sells equipment and materials used inassembly and packaging, encompassing the processes in which silicon wafers areseparated into individual circuits and subsequently assembled, packaged and tested.The segment is organized in ASM Pacific Technology Ltd., in which the Company holdsa majority of 51.96% interest, whilst the remaining shares are listed on the StockExchange of Hong Kong. The segment’s main operations are located in Hong Kong, thePeople’s Republic of China, Singapore, Malaysia and Germany.


Year Ended December 31, 2010Net sales to unaffiliated customers 293,356 929,544 1,222,900Gross profit 114,624 434,954 549,578Result from operations 15,954 312,686 328,640Interest income 615 605 1,221Interest expense (15,677) — (15,677)Loss resulting from early extinguishment of debt (3,609) — (3,609)Accretion interest expense convertible notes (6,010) — (6,010)Revaluation conversion option (19,037) — (19,037)Foreign currency exchange gains (losses), net (1,809) 1,744 (65)Income tax expense (6,106) (36,833) (42,939)Net earnings (loss) (35,679) 278,202 242,523Allocation of net earnings (loss):


Capital expenditures 17,653 85,320 102,974Net purchase of other intangibles 43 582 625Depreciation property, plant and equipment 8,930 21,700 30,630Amortization of other intangible assets 2,338 397 2,735Depreciation evaluation tools at customers 2,477 — 2,477Cash and cash equivalents 142,420 197,874 340,294Capitalized goodwill 11,193 39,622 50,815Other intangible assets 6,089 715 6,804Other identifiable assets 281,076 535,129 816,204



Total assets 440,777 773,340 1,214,117Total debt 215,681 — 215,681Headcount in full-time equivalents 1 1,450 15,249 16,699

__________________(1) Headcount includes those employees with a fixed contract, and is exclusive of

temporary workers.


Year Ended December 31, 2011Net sales to unaffiliated customers 456,065 1,178,270 1,634,334Gross profit 172,318 398,308 570,626Result from operations 62,581 304,869 367,450Interest income 976 1,925 2,902Interest expense (13,142) (354) (13,497)Loss resulting from early extinguishment of debt (824) — (824)Accretion interest expense convertible notes (4,401) — (4,401)Revaluation conversion option (4,378) — (4,378)Foreign currency exchange gains (losses), net 8,296 (2,692) 5,604Income tax expense (4,581) (32,111) (36,692)Net earnings (loss) 44,527 271,637 316,164Allocation of net earnings:


Capital expenditures 16,369 72,849 89,218Net purchase of other intangibles 6,141 910 7,051Depreciation property, plant & equipment 9,162 30,823 39,985Depreciation evaluation tools at customers 2,518 — 2,518Amortization of other intangible assets 2,655 1,815 4,471Impairment of property, plant and equipment — (8,038) (8,038)Cash and cash equivalents 228,114 162,136 390,250Capitalized goodwill 11,193 40,939 52,131Other intangible assets 9,643 5,133 14,776Other identifiable assets 336,090 788,973 1,125,063Total assets 585,040 997,181 1,582,221Total debt 162,464 32,946 195,409Headcount in full-time equivalents 1 1,631 14,563 16,194

___________________(1) Headcount includes those employees with a fixed contract, and is exclusive of

temporary workers.


Year Ended December 31, 2012Net sales to unaffiliated customers 370,409 1,047,658 1,418,067Gross profit 124,531 315,898 440,429Result from operations 539 87,717 88,256Interest income 1,015 974 1,989



Interest expense (11,381) (732) (12,113)Loss resulting from early extinguishment of debt (2,209) — (2,209)Accretion interest expense convertible notes (4,329) (140) (4,469)Revaluation conversion option — — —Foreign currency exchange gains (losses), net (3,050) (907) (3,957)Result on investments (766) — (766)Income tax expense (8,965) (17,335) (26,300)Net earnings (loss) (29,146) 69,577 40,431Allocation of net earnings:


Capital expenditures 21,973 46,189 68,162Net purchase of other intangibles 2,042 2,588 4,630Depreciation property, plant & equipment 10,968 36,829 47,797Depreciation evaluation tools at customers 3,799 — 3,799Amortization of other intangible assets 4,071 2,793 6,864Cash and cash equivalents 145,061 145,414 290,475Capitalized goodwill 11,649 40,239 51,888Other intangible assets 9,049 4,866 13,915Other identifiable assets 334,399 808,829 1,143,228Total assets 500,158 999,348 1,499,506Total debt — 80,623 80,623Headcount in full-time equivalents 1 1,636 15,768 17,404

__________________(1) Headcount includes those employees with a fixed contract, and is exclusive of

temporary workers.

There are no inter-segment transactions, other than charges for management services,which are based on actual cost. The accounting policies used to measure the netearnings and total assets in each segment are identical to those used in theConsolidated Financial Statements. The measurement methods used to determinereported segment earnings are consistently applied for all periods presented. Therewere no asymmetrical allocations to segments.

Geographical information is summarized as follows:

Europe



Year endedDecember 31, 2010Net sales tounaffiliated customers 76,235 112,863 90,394 943,408 — 1,222,900Long-lived assets 1,978 9,395 19,409 167,020 135 197,937Total assets 40,470 85,065 92,547 839,720 156,315 1,214,117Capital expenditures 186 7,059 5,388 90,279 62 102,974Purchase ofintangible assets — — — 607 17 624



Year endedDecember 31, 2011Net sales tounaffiliated customers 338,065 185,943 96,697 1,013,629 — 1,634,334Long-lived assets 16,021 13,110 18,273 212,605 171 260,180Total assets 406,586 131,498 120,717 733,571 189,849 1,582,221Capital expenditures 7,425 8,429 1,559 71,720 85 89,218Purchase ofintangible assets 29 779 635 1,378 4,230 7,051Year endedDecember 31, 2012Net sales tounaffiliated customers 255,795 197,566 59,385 905,321 — 1,418,067Long-lived assets 17,587 22,567 17,313 217,849 120 275,436Total assets 473,561 128,484 71,838 717,986 107,637 1,499,506Capital expenditures 7,098 12,837 4,947 43,280 — 68,162Purchase ofintangible assets 1,732 437 72 997 1,392 4,630

Long-lived assets for the years ended December 31, 2010, 2011 and 2012 consist of theCompany’s property, plant and equipment.



1MonthsEnded

12MonthsEnded

1 MonthsEnded

12MonthsEnded

12 Months EndedEarnings per Share(Narrative) (Details)


specified

Sep.30,

2010USD($)

Dec.31,

2012EUR(€)

Sep. 30,2010

LehmanBros

[Member]

Dec. 31,2012

LehmanBros

[Member]

Sep. 15,2008

LehmanBros

[Member]

Dec. 31, 2012Conversion

Rights[Member]

Dec. 31, 2010Conversion

Rights[Member]

Dec. 31,2011

OptionRights

[Member]Earnings Per Share [LineItems]Anti-dilutive securities (inshares) 8,231,432,000 2,630,113,00081,500,000

Purchased and held sharesaccounted as treasury shares(in shares)

0 2,552,071

Shortfall in the number ofshares held (in shares) 479,279 246,983

Amount segregated incollateral cash account $ 6,759

Impact on basic earnings pershare (in euro per share) € 0.001

Impact on diluted earnings pershare (in euro per share) € 0.001



12 Months EndedNotes Payable to Banks(Tables) Dec. 31, 2012

Accounts, Notes, Loans and Financing Receivable[Line Items]Schedule Of Information On Notes Payable Information on notes payable to banks is as follows:

December 31,

2011 2012


Total 40,680 61,675

Local Currencies [Member]Accounts, Notes, Loans and Financing Receivable[Line Items]Schedule Of Information On Notes Payable Short-term debt outstanding in local currencies is as follows

(in thousands):

December 31,

2011 2012




12 Months EndedNotes Payable to Banks Dec. 31, 2012Notes Payable [Abstract]Notes Payable to Banks Notes Payable to Banks

Information on notes payable to banks is as follows:

December 31,

2011 2012


Total 40,680 61,675

Short-term debt outstanding in local currencies is as follows (in thousands):

December 31,

2011 2012


ASMI and its individual subsidiaries borrow under separate short-term lines of credit withbanks in the countries where they are located. The lines contain general provisionsconcerning renewal and continuance at the option of the banks. At December 31, 2012,short-term debt bears interest at LIBOR plus a margin per annum or HIBOR plus amargin per annum, at a weighted average effective interest rate of 1.64% (2011: 1.83%)per annum.

Total short-term lines of credit amounted to €337,567 at December 31, 2012. Theamount outstanding at December 31, 2012 was €61,675 and the undrawn portion totaled€275,893. The undrawn portion includes the Company’s standby revolving credit facilityof €150,000 with a consortium of banks. The facility is available through July 31, 2015.Once the facility is used, this usage is secured by a portion of the Company’sshareholding in ASMPT. The undrawn portion further includes €125,893 for ASMPT,which amount is restricted to be used only in the operations of ASMPT.

The credit facility of €150,000 includes two financial covenants: a minimum long-termcommitted capital and a total net debt/equity ratio. These financial covenants aremeasured twice each year, at June 30 and December 31. The minimum level of long-term committed capital for the year ended December 31, 2012 was €320 million, thelong-term committed capital as per that date was €742 million. Long-term committedcapital is defined as the consolidated total equity. The net debt/equity ratio should notexceed 2.0, whereby equity is defined as consolidated total equity. For the year endedDecember 31, 2012 net cash was €145 million and total equity €742 million. TheCompany is in compliance with these financial covenants as of June 30, 2012 and as ofDecember 31, 2012.

ASMI does not provide guarantees for borrowings of ASMPT and there are noguarantees from ASMPT to secure indebtedness of ASMI. Under the rules of the StockExchange of Hong Kong, ASMPT is precluded from providing loans and advances other



than trade receivables in the normal course of business, to ASMI or its non ASMPTsubsidiaries.



12 Months EndedEmployee Benefits (ScheduleOf Black-Scholes Weighted

Average Assumptions)(Details)

Dec. 31, 2012 Dec. 31, 2011

Employee Benefits and Share-based Compensation [Abstract]Expected life 7 years 7 yearsRisk free interest rate 3.28% 3.51%Dividend yield 0.64% 0.32%Expected volatility 41.98% 40.90%



12 Months EndedShareholders' Equity Dec. 31, 2012Stockholders' Equity Note[Abstract]Shareholders' Equity Shareholders’ Equity

Common shares, preferred and financing preferred sharesThe authorized capital of the Company amounts to 110,000,000 shares of €0.04 parvalue common shares, 118,000 shares of €40 par value preferred shares and 8,000shares of €40 par value financing preferred shares, of which 63,095,986 commonshares, no preferred and no financing preferred shares were outstanding as atDecember 31, 2012. All per December 31, 2012 outstanding common shares ware fullypaid. All shares have one vote per €0.04 par value. Treasury shares held by theCompany cannot be voted on.

Financing preferred shares are designed to allow ASMI to finance equity with aninstrument paying a preferred dividend, linked to EURIBOR loans and governmentloans, without the dilutive effects of issuing additional common shares.

Preferred and financing preferred shares are issued in registered form only and aresubject to transfer restrictions. Essentially, a preferred or financing preferred shareholdermust obtain the approval of the Company’s Supervisory Board to transfer shares. If theapproval is denied, the Supervisory Board will provide a list of acceptable prospectivebuyers who are willing to purchase the shares at a cash price to be fixed by consent ofthe Supervisory Board and seller within two months after the approval is denied. If thetransfer is approved, the shareholder must complete the transfer within three months, atwhich time the approval expires.

Preferred shares are entitled to a cumulative preferred dividend based on the amountpaid-up on such shares. Financing preferred shares are entitled to a cumulative dividendbased on the par value and share premium paid on such shares. The preferred dividendon the amount paid-up was €5 for the year 2009, since 2009 no preferred dividend waspaid.

In the event preferred shares are issued, the Management Board must, within two yearsafter such preferred shares were issued, submit to the general meeting a proposal toannul the preferred shares. On May 14, 2008, 21,985 preferred shares were issued toStichting Continuïteit ASM International (“Stichting”). The amount paid-up by Stichtingwas €220, which is the equivalent of one/fourth of the nominal value of the preferredshares. On May 14, 2009 the Annual Meeting of Shareholders resolved to cancel theoutstanding preferred shares and to reissue an option to Stichting Continuïteit to acquirepreferred shares.

During 2008, ASM engaged Lehman Bros (“Lehman”). to repurchase ordinary ASMIshares on the Euronext and Nasdaq markets on behalf of ASMI. As of September 15,2008, at the time it went into bankruptcy administration, Lehman reported that it hadpurchased and held on our behalf 2,552,071 shares, which were accounted for astreasury shares accordingly. ASM filed a submission with the Lehman administratorsgiving notice of the shares held in custody by Lehman. At ASMI’s May 2009 AnnualGeneral Meeting, our shareholders resolved to cancel all of these treasury shares which,accordingly, was accounted for in our 2009 Annual Report as a reduction of the numberof outstanding shares. Lehman was notified of the cancellation of shares at the time.

In September 2010, Lehman’s administrators notified us that there is a possible shortfallin the number of shares held by Lehman of 479,279 shares (out of the 2,552,071shares), which cannot currently be accounted for by Lehman. During 2011 we received



further information based on which we conclude that the possible shortfall in the numberof shares held by Lehman is now reduced to 246,983 shares.

The Lehman administrators also reported a segregated collateral cash account ofUS$6,759, that ASMI may be entitled to in the absence of the shares. We have not beenable to obtain additional information to confirm and understand the potential shortfall ofshares or our ability to recover the US$6,759 from the Lehman bankruptcy proceedingsin lieu of the shares. Accordingly, we are uncertain at this time as to the accuracy of theshortfall of shares, our ability to claim the collateral cash sum to cover the value of anysuch discrepancy, and our entitlement to all or a portion of such sum when distributionsare determined and made by the administrator since there is likely to also be a shortfallin Lehman assets subject to proprietary rights. Given the magnitude of the overallLehman administration, we believe it may take several years to obtain clarity orresolution about the potential shortfall or claim to cash. ASMI is in the process of filing aclaim with the Lehman administrators to safeguard our interests.

Considering the factual and legal uncertainties, it is premature to conclude that the246,983 shares should still be considered as outstanding or that ASMI has a US$6,759receivable from Lehman. ASMI has, therefore, neither reversed the cancellation of theseshares that we recorded in 2009, nor recorded a receivable from Lehman. If the shareswould be considered as outstanding, the negative impact on our basic and dilutedearnings per share (EUR 1) as at December 31, 2012 would have been €0.001 and€0.001 respectively per share.

Retained earningsDistributions to common shareholders are limited to the extent the total amount ofshareholders’ equity exceeds the amounts of nominal paid-in share capital (exclusiveany share premium) and any reserves to be formed pursuant to law or the Company’sarticles of association. The amounts are derived from the Statutory Financial Statementsof ASM International NV.

Results on dilution of investments in subsidiaries are accounted for directly in equity. For2012 and 2011 these dilution gains were €7,284 and €5,266 respectively.

Accumulated other comprehensive lossThe changes in the amount of accumulated other comprehensive loss are as follows:

Foreigncurrency

translationeffects



Unrecognizedpension


Balance January 1, 2011 (33,687) 13 (565) (34,239)Foreign currency translationeffect on translation of foreignoperations 13,357 — — 13,357Increase in fair value ofderivative instruments, net oftax — (13) — (13)Actuarial loss — — 744 744Total change in accumulatedother comprehensive loss 13,357 (13) 744 14,088

Balance December 31, 2011 (20,330) — 179 (20,151)Foreign currency translationeffect on translation of foreignoperations (6,994) — — (6,994)Actuarial loss — — (1,797) (1,797)



Total change in accumulatedother comprehensive loss (6,994) — (1,797) (8,791)

Balance December 31, 2012 (27,324) — (1,618) (28,942)

Purchases of Equity Securities by the Issuer and Affiliated PurchasersOn May 15, 2012, the General Meeting of Shareholders authorized the Company, for an18-month period, to be calculated from the date of the General Meeting, to repurchaseits own shares up to the statutory maximum, at a price at least equal to the shares’nominal value and at most a price equal to 110% of the share’s average closing priceaccording to the listing on the Euronext Amsterdam stock exchange during the fivetrading days preceding the purchase date.

Per March 15, 2013, 1,500,000 shares were bought back under the authorization ofMay 15, 2012.

The maximum of shares that may yet be purchased under the program takes intoaccount the treasury shares held by the Company (at December 31, 2012 there were notreasury shares held) and the maximum number of common shares which the Companycan hold according to its Articles of Association. This maximum is 10% of the number ofcommon shares issued.



12 Months EndedProvision for Warranty(Schedule of Product

Warranty Liability) (Details)(EUR €)


Dec. 31, 2012 Dec. 31, 2011

Movement in Standard Product Warranty Accrual [Roll Forward]Beginning balance € 49,512 € 8,273Charged to cost of sales 26,527 29,809Acquisitions 33,733Deductions (31,948) (24,822)Foreign currency translation effect (170) 2,519Ending balance 43,921 49,512Non-current portion (5,298) (6,828)Current portion € 38,623 € 42,684Minimum [Member]Movement in Standard Product Warranty Accrual [Roll Forward]Warranty period 1 yearMaximum [Member]Movement in Standard Product Warranty Accrual [Roll Forward]Warranty period 2 years



12 Months EndedEvaluation Tools AtCustomers (Tables) Dec. 31, 2012

Other Inventory, Gross [Abstract]Schedule of changes in the Amount of Evaluation Tools The changes in the amount of evaluation tools are as follows:






0MonthsEnded

12 Months Ended 12 Months Ended 0 MonthsEnded 12 Months Ended 12 Months Ended

Employee Benefits(Narrative) (Details)


specified

Apr.24,

2009

Dec. 31,2012

EUR (€)companymember

Dec. 31,2012HKD

Dec. 31,2011

EUR (€)

Dec.31,

2010USD($)

Dec.31,

2010EUR(€)

Dec.31,

1989

Dec. 31, 2012ASM

InternationalN.V.

[Member]member

Dec. 31,2012ASM

PacificTechnology

Ltd.[Member]

Dec. 31,2012

Front-End

[Member]EUR (€)

Dec. 31,2011

Front-End

[Member]EUR (€)

Dec. 31,2012

Back-End[Member]USD ($)

Dec. 31,2011

Back-End[Member]USD ($)

Dec. 31,2012

EmployeeStock

OptionPlan

[Member]

Dec. 31,2011

EmployeeStock

OptionPlan

[Member]

Apr. 24,2009

EmployeeShare

IncentiveSchemeASMPT

[Member]

Dec. 31,2012

EmployeeShare


[Member]EUR (€)

Dec. 31,2011

EmployeeShare


[Member]EUR (€)

Dec. 31,2010

EmployeeShare


[Member]EUR (€)

Dec. 31,2012

EmployeeShare


[Member]HKD

Dec. 31,2012MPF

Scheme[Member]

Dec. 31,2012New

ShareIssues

[Member]

Dec. 31,2011New

ShareIssues

[Member]

Dec. 31,2010New

ShareIssues

[Member]

Dec. 31,2012

Minimum[Member]

ORSOScheme

[Member]

Dec. 31,2012

Maximum[Member]

ORSOScheme

[Member]

Dec. 31, 2011Employees

And ExistingManagement

BoardMembers[Member]Employee

ShareIncentiveSchemeASMPT

[Member]

Dec. 31, 2010Employees

And ExistingManagement

BoardMembers[Member]Employee

ShareIncentiveSchemeASMPT

[Member]Defined Benefit PlanDisclosure [Line Items]Number of contributingmembers covered bymultiemployer union plan

150,000 150,000 179

Number of companies coveredby multiemployer union plan 1,220 1,220

Maximum percentage of totalcontribution by entity tomultiemployer union plan

5.00% 5.00%

Percentage of minimumcoverage ratio 104.25% 104.25%

Percentage of coverage ratio ofthe multiemployer union plan 93.90% 93.90% 90.00%

Pension premium percentage 24.00% 24.00%Pension premium for nextfiscal year 24.00% 24.00%

Actual return on plan assets € 196 € (116) $ 3,834 $ 973Percentage of contributions ofbasic salary of employee 5.00% 5.00% 12.50%

Level of payroll costs peremployee 25,000

Liabilities for severancepayments in Italy and Austria 353 317

Expected contribution todefined benefit plan 4,525

Options vesting period 3 years 3 years 3 yearsOptions exercise period 4 yearsOptions issued to repurchaseshares (in shares) 1,950,300 1,950,300 100,000,000 1,396,005

Percentage of sharesoutstanding during StockOption Plan

2.20%

Total stock options issuedunder Employee Stock OptionPlan

2,325,088 1,835,067

Weighted average fair valuesof employee stock optionsgranted (in euro per share)

€ 12.27 € 10.43 $17.02

€13.94

Options exercisable,contractual life 7 years 7 years

Total intrinsic value of optionsexercised 2,220 4,307 2,322

Shares sold upon exercise ofoptions by employees (inshares)

328,000 328,000 0 144,970 296,490 308,250

Aggregate intrinsic value of alloptions outstanding 14,160

Aggregate intrinsic value of alloptions exercisable 5,681

Compensation expenses understock option plans € 3,242 € 1,872 €

2,526 € 19,823 € 11,580 € 11,375

Maximum percentage of totalissued shares to directors andemployees

5.00%

Extended period for scheme 10 yearsMaximum percentage oflimited shares on issuedordinary share capital

7.50%

Maximum percentage ofissued share capital subscribedor purchased for extendedperiod

3.50%

Common shares of ASMPTwere issued (in shares) 63,095,98663,095,98655,377,020 1,607,400 1,518,100 1,726,900

Cash at par value (in euro pershare) € 0.04 € 0.04 0.10

Forfeited in period 14,900 14,900Percentage dilution ofownership interest 0.21% 0.19% 0.23%

Diluted ASMI's ownership inASMPT 51.96%



12 Months EndedList of SignificantSubsidiaries (Tables) Dec. 31, 2012

Segment Reporting[Abstract]List of Significant Subsidiaries % Ownership December

31,


ASM Europe BV 1 Almere, the Netherlands 100.00% 100.00%ASM United Kingdom Sales BV 1 Almere, the Netherlands 100.00% 100.00%ASM Germany Sales BV 1 Almere, the Netherlands 100.00% 100.00%ASM Pacific Holding BV1, 3 Almere, the Netherlands 100.00% 100.00%ASM France S.A.R.L. Montpellier, France 100.00% 100.00%ASM Belgium NV Leuven, Belgium 100.00% 100.00%ASM Italia Srl Agrate, Italy 100.00% 100.00%ASM Microchemistry Oy Helsinki, Finland 100.00% 100.00%ASM Services and SupportIreland Ltd

Dublin, Ireland100.00% 100.00%

ASM Services and Support IsraelLtd

Tel Aviv, Israel100.00% 100.00%

ASM America, Inc Phoenix, Arizona, UnitedStates 100.00% 100.00%

ASM Japan KK Tokyo, Japan 100.00% 100.00%ASM Wafer Process EquipmentLtd

Quarry Bay, Hong Kong,People’sRepublic of China 100.00% 100.00%

ASM China Trading Ltd Shanghai, People’s Republicof China 100.00% 100.00%

% OwnershipDecember 31,


ASM Wafer ProcessEquipment SingaporePte Ltd

Singapore

100.00% 100.00%ASM Front-End Sales &Services Taiwan Co, Ltd

Hsin-Chu, Taiwan100.00% 100.00%

ASM Services & SupportMalaysia SDN BDH

Kuala Lumpur, Malaysia—% 100.00%

ASM Front-EndManufacturing SingaporePte Ltd

Singapore

100.00% 100.00%ASM NuTool, Inc Phoenix, Arizona, United States 100.00% 100.00%ASM Genitech Korea Ltd Cheonan, South Korea 100.00% 100.00%ASM IP Holding BV 1 Almere, the Netherlands 100.00% 100.00%ASM Pacific Technology Ltd Kwai Chung, Hong Kong, People’s

Republic of China 52.17% 51.96%ASM Assembly AutomationLtd 2




ASM Assembly Materials Ltd2


ASM Technology SingaporePte Ltd 2


ASM Technology (M) SdnBhd 2

Johor Bahru, Malaysia52.17% 51.96%

ASM SemiconductorMaterials (Shenzhen)Co. Ltd 2


52.17% 51.96%Edgeward Development Ltd2

Guernsey, Channel Islands52.17% 51.96%

Shenzhen ASM MicroElectronic TechnologyCo. Ltd 2


52.17% 51.96%ASM Assembly SystemsManagement GmbH. 4


ASM Assembly SystemsManagement GmbH & C o KG 4

Munich, Germany

52.17% 51.96%ASM Assembly Systems Ltd4


ASM Pacific( Hong Kong)Ltd 4


ASM Pacific (Holdings) Ltd Kwai Chung, Hong Kong, People’sRepublic of China 52.17% 51.96%

ASM MicroelectronicTechnical Services(Shanghai) Company Ltd

Shanghai, People’s Republic of China

52.17% 51.96%ASM (Assembly Systems)GmbH & C o K G 4

Vienna, Austria52.17% 51.96%

ASM Assembly Systems,LLC 4

Suwanee, United States52.17% 51.96%

ASM Assembly SystemsPte. Ltd 4


ASM Technology (Huizhou)Ltd

People’s Republic of China52.17% 51.96%

ASM Technology China Ltd People’s Republic of China 52.17% 51.96%

(1) For these subsidiaries ASM International NV has filed statements at the DutchChamber of Commerce assuming joint and several liability in accordance withArticle 403 of Book 2, Part 9 of the Netherlands Civil Code.

(2) 100% subsidiaries of ASM Pacific Technology Ltd.(3) Established in 2008, ASM Pacific Holding BV is holding 51.96% of the shares in

ASM Pacific Technology Ltd.(4) 100% subsidiaries of ASM Pacific Technology Ltd., Acquired January 7, 2011.



12 Months EndedEmployee Benefits (ScheduleOf Changes In Defined

Benefit Obligations And FairValue Of Plan Assets)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]Current service cost € 1,736 € 1,565Interest on obligation 1,164 962Past service costs 104 0Defined Benefit Plan, Change in Fair Value of Plan Assets [RollForward]Expected return on plan assets 853 673Front-End [Member]Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]Balance January 1 9,485 8,805Current service cost 731 664 629Interest on obligation 121 107 139Actuarial losses (gains) (436) (53)Benefits paid (423) (176)Curtailment and settlement 0 (630)Foreign currency translation effect (1,121) 768Balance December 31 8,357 9,485 8,805Defined Benefit Plan, Change in Fair Value of Plan Assets [RollForward]Balance January 1 4,090 3,189Expected return on plan assets 144 103 77Actuarial (losses) gains 52 (219)Company contribution 1,544 852Foreign currency translation effect (613) 341Balance December 31 4,794 4,090 3,189Back-End [Member]Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]Balance January 1 22,303 0Obligation assumed in the acquisition of SEAS 0 22,305Current service cost 1,691 1,502Interest on obligation 1,095 898Past service costs 104 0Actuarial losses (gains) 8,532 (2,662)Benefits paid (55) (26)Transfers 85 (65)Contribution participants 222 89Foreign currency translation effect 10 262



Balance December 31 33,987 22,303Defined Benefit Plan, Change in Fair Value of Plan Assets [RollForward]Balance January 1 21,364 0Fair value of plan assets at completion date of acquisition of SEAS 0 22,199Expected return on plan assets 853 673Actuarial (losses) gains 2,981 (1,646)Company contribution 1,615 0Foreign currency translation effect 0 49Balance December 31 27,035 21,364Other Post-Employment Benefit Plans ASMPT [Member]Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]Balance January 1 1,414 1,470Current service cost 45 63Interest on obligation 69 65Past service costs 0 0Actuarial losses (gains) 372 (174)Benefits paid (181) (18)Transfers (85) 0Foreign currency translation effect 0 8Balance December 31 1,634 1,414Defined Benefit Plan, Change in Fair Value of Plan Assets [RollForward]Expected return on plan assets € 0 € 0



12 Months EndedConsolidated Statements ofComprehensive Income

(EUR €)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Statement of Other Comprehensive Income [Abstract]Net earnings (loss) € 40,431 € 316,164 € 242,523Other comprehensive income (loss):Foreign currency translation effect (10,110) 18,062 41,309Unrealized gains (losses) on derivative instruments, net of tax 0 (13) 136Actuarial loss (3,716) 1,139 (87)Total other comprehensive income (loss) (13,826) 19,188 41,358Comprehensive income (loss) 26,605 335,352 283,881Allocation of comprehensive income (loss):Common shareholders (1,642) 200,858 141,154Non-controlling interest € 28,247 € 134,494 € 142,727



12 Months EndedAssets Held For Sale(Schedule Of Changes InThe Carrying Value OfAssets Held For Sale)


Dec. 31, 2012 Dec. 31, 2011

Assets Held For Sale [Roll Forward]Beginning balance € 6,862 € 6,347Foreign currency translation effect (864) 515Ending balance 5,998 6,862Japan [Member]Assets Held For Sale [Roll Forward]Beginning balance 6,585 6,070Foreign currency translation effect (864) 515Ending balance 5,721 6,585The Netherlands [Member]Assets Held For Sale [Roll Forward]Beginning balance 277 277Foreign currency translation effect 0 0Ending balance € 277 € 277



12 Months EndedAcquisition Dec. 31, 2012Business Combinations[Abstract]Acquisition Acquisition

On January 7, 2011 ASMPT acquired the entire (voting) equity interest of SEAS Entitiesfor a cash consideration of €36.5 million from Siemens Aktiengesellschaft. The principalactivities of the SEAS Entities are development, production, sale and service of surfacemount technology placement machines. We consider that the surface mount technology(“SMT”) industry is a natural field of expansion for ASMPT and an area to achievesignificant synergies given it has similar engineering, technical and production processcharacteristics compared to the semiconductor equipment industry.

The headquarter of SEAS is located in Munich, Germany with production sites inGermany and Singapore. It also has marketing, sales and service offices in China,Unites States of America (“USA”), Austria, United Kingdom, France, Sweden, Italy,Mexico and Brazil.

Apart from the cash consideration paid, ASMPT entered into certain financialcommitments to the ASM AS Entities and Siemens AG pursuant to the Master Sale andPurchase Agreement of the Acquisition entered into between Siemens AG and theCompany (the “MSP Agreement”) which are summarized as set out below.

ASMPT undertook to pay an equity amount of €20.0 million as a capital injection toincrease ASM AS KG’s registered limited partnership interest, and to grant ASM AS KGa revolving loan facility of up to €20.0 million for a period of at least three years from thecompletion of the acquisition subject to the terms and conditions as set out in the MSPAgreement (the “Loan Commitment”). ASMPT shall not alter, rescind, rewind or in anyother way contradict the letter of support granted to ASM AS KG up to an amount of€120.0 million valid as for a duration of six years following the completion of theacquisition. The letter of support is to procure that ASM AS KG will for a period of sixyears after the completion of the acquisition be in position to fulfill its obligations towardsits creditors when the obligations become due. ASMPT undertook to procure that ASMAS KG will not reduce or decrease the registered limited partnership interest of ASM ASKG for a period of three years following the completion of the acquisition.

Further, ASMPT undertook to Siemens AG that for a period of three years from date ofthe completion of the acquisition that the ASMPT would not directly or indirectly,(i) make, resolve, initiate, enable or accept any withdrawals from ASM AS KG or any ofits partial or entire successors conducting the business or parts thereof (the “SustainedBusiness”), (ii) make, resolve on, initiate, enable or accept dividend payments or loanrepayments by the Sustained Business, (iii) encumber, induce or impose theencumbrance of any assets of ASM AS KG or any of its successors other than in theordinary course for the regular operative business of ASM AS KG, (iv) accept other non-arm’s length advantages from the Sustained Business, or (v) change, alter, rescind,rewind or in any other way contradict the equity commitment and loan commitment asset out in the MSP Agreement; (vi) impose transaction or management fees on thetarget companies; (vii)enter into any consultancy agreement in excess of €100; enterinto any agreement or transaction which may result in a partial or entire change of theshareholding in the target companies or in the transfer of any asset relevant for thebusiness from the target companies.

In addition, ASMPT undertook to Siemens AG that certain employment protectionclauses of ASM AS KG as included in the MSP Agreement, including the maintenance ofexisting site in Munich, Germany and Munich as the headquarters of the groupcomprising principally the ASM AS Entities, and compliance with certain collective labor



agreements, for a period of 3 years after closing date. ASMPT also undertook for aperiod of 3 years after closing date not to lay off any employees of SEAS KG foroperational reason.

ASMPT also undertook to pay Siemens AG liquidated damages in the amount up to€20.0 million if ASMPT does not comply with its obligations in respect of the SustainedBusiness and employment protection as set out in the MSP Agreement and is not able tocure such non-compliance within a reasonable period of time. ASMPT agreed to provideSiemens AG with a bank guarantee which shall secure the obligations of ASMPT as setout above in an amount of not less than €20.0 million. The guarantee is to cover a periodof four years and the aggregate expense to ASMPT would be €600,000 whichrepresents part of the acquisition cost and is regarded as part of the consideration forthe acquisition.

The following table summarizes the total purchase consideration and the identifiedassets and liabilities that were separately recognized in the purchase price allocation.


acquired cash)

Purchaseprice

allocationFair

value



The purchase price allocation resulted in the valuation of acquired technology.Acquisition related costs have been excluded from the cost of acquisition andrecognized as an expense in the year when incurred as within the “general andadministrative expenses” line item in the consolidated statement of operations.Cumulative acquisition related costs in respect of the acquisition amounted to €5.2million of which €0.8 million, €3.6 million and €0.7 million incurred in respectively 2009,2010 and 2011.

The gain from a bargain purchase of €109,279 was recognized upon completion of theacquisition of the SEAS entities in 2011. The gain from a bargain purchase on



acquisition was mainly attributable to depressed market value of the acquired businessbecause of years of losses due to challenging economic environment and the bad globaleconomic environment during the period of negotiation of the acquisition.

Estimated future amortization expense associated with the intangible assets acquiredSEAS at December 31, 2012 is as follows:

2013 1,0122014 1,0122015 1,012

The following unaudited pro forma summary presents information as if SEAS had beenacquired as of January 1, 2009, the first day of the Company’s 2009 fiscal year. Inaddition to an adjustment to amortization expense to reflect the value of intangiblesrecorded for this acquisition. No adjustment was made to reduce historical interestincome to reflect the Company’s use of available cash in this acquisition. The proformaamounts do not reflect any benefits from economies that might be achieved fromcombining the operations of the two companies.

The pro forma information presented below (in thousands, except per share data) doesnot necessarily reflect the actual results that would have occurred had the companiesbeen combined during the periods presented, nor is it necessarily indicative of the futureresults of operations of the combined companies.

December 31,

2009 2010

Net sales 808,042 1,571,357Net income (185,001) 271,240Basic earnings per share € (3.27) € 2.40Diluted earnings per share € (3.27) € 2.33

Since the acquisition date, January 7, 2011, SEAS contributed €444 million to net salesand €53 million to result from operations as reported in the consolidated statement ofoperations for the year ended December 31, 2011.



12 Months EndedCommitments andContingencies (Tables) Dec. 31, 2012

Commitments and Contingencies Disclosure[Abstract]Schedule of Capital Leases Included in Property,Plant and Equipment

Capital leases included in property, plant and equipment are asfollows:

December 31,

2011 2012



267 —

Schedule of Minimum Rental Commitmentsunder Capital Leases and Operating Leases

At December 31, 2012 operating leases having initial or remainingnon-cancelable terms in excess of one year are as follows:

Operatingleases

2013 21,4302014 17,5482015 12,3562016 8,5392017 5,424




12 Months EndedGoodwill (Schedule ofChanges In the Carrying

Amount of Goodwill)(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011

Goodwill [Roll Forward]Goodwill, Beginning balance € 52,131 € 50,815Foreign currency translation effect (243) 1,316Goodwill, Ending balance 51,888 52,131Front-End Segment [Member]Goodwill [Roll Forward]Goodwill, Beginning balance 11,193 11,193Foreign currency translation effect 456 0Goodwill, Ending balance 11,649 11,193Back-End Segment [Member]Goodwill [Roll Forward]Goodwill, Beginning balance 40,938 39,622Foreign currency translation effect (699) 1,316Goodwill, Ending balance € 40,239 € 40,938



Employee Benefits (ScheduleOf The Funded Status Of

The Plan) (Details) (EUR €)In Thousands, unlessotherwise specified

Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Front-End [Member]Share-based Compensation Arrangement by Share-based PaymentAward [Line Items]Defined benefit obligations € (8,357) € (9,485) € (8,805)Fair value of plan assets 4,794 4,090 3,189Funded status/(deficit) (3,563) (5,395)Back-End [Member]Share-based Compensation Arrangement by Share-based PaymentAward [Line Items]Defined benefit obligations (33,987) (22,303) 0Fair value of plan assets 27,035 21,364 0Funded status/(deficit) (6,952) (939)Other Post-Employment Benefit Plans ASMPT [Member]Share-based Compensation Arrangement by Share-based PaymentAward [Line Items]Defined benefit obligations € (1,634) € (1,414) € (1,470)



12MonthsEnded

List of SignificantSubsidiaries (Details) Dec.

31,2012

Dec. 31,2012ASM

PacificTechnology

Ltd.[Member]

Dec. 31,2012

Almere,The

Netherlands[Member]

ASMEurope B.V.[Member]

Dec. 31,2011

Almere,The

Netherlands[Member]

ASMEurope B.V.[Member]

Dec. 31,2012

Almere,The

Netherlands[Member]

ASMUnited

KingdomSales B.V.[Member]

Dec. 31,2011

Almere,The

Netherlands[Member]

ASMUnited

KingdomSales B.V.[Member]

Dec. 31,2012

Almere,The

Netherlands[Member]

ASMGermanySales B.V.[Member]

Dec. 31,2011

Almere,The

Netherlands[Member]

ASMGermanySales B.V.[Member]

Dec. 31,2012

Almere,The

Netherlands[Member]

ASMPacific

HoldingB.V.

[Member]

Dec. 31,2011

Almere,The

Netherlands[Member]

ASMPacific

HoldingB.V.

[Member]

Dec. 31,2012

Almere,The

Netherlands[Member]ASM IP

Holding BV[Member]

Dec. 31,2011

Almere,The

Netherlands[Member]ASM IP

Holding BV[Member]

Dec. 31,2012

Montpellier,France

[Member]ASM

FranceS.A.R.L.

[Member]

Dec. 31,2011

Montpellier,France

[Member]ASM

FranceS.A.R.L.

[Member]

Dec. 31,2012

Leuven,Belgium

[Member]ASM

BelgiumN.V.

[Member]

Dec. 31,2011

Leuven,Belgium

[Member]ASM

BelgiumN.V.

[Member]

Dec. 31,2012

Agrate,Italy

[Member]ASMItaliaS.r.l.

[Member]

Dec. 31,2011

Agrate,Italy

[Member]ASMItaliaS.r.l.

[Member]

Dec. 31, 2012Helsinki,Finland

[Member]ASM

MicrochemistryOy [Member]

Dec. 31, 2011Helsinki,Finland

[Member]ASM

MicrochemistryOy [Member]

Dec. 31,2012

Dublin,Ireland

[Member]ASM

ServicesAnd

SupportIreland

Ltd.[Member]

Dec. 31,2011

Dublin,Ireland

[Member]ASM

ServicesAnd

SupportIreland

Ltd.[Member]

Dec. 31,2012

Tel Aviv,Israel

[Member]ASM

ServicesAnd

SupportIsrael Ltd[Member]

Dec. 31,2011

Tel Aviv,Israel

[Member]ASM

ServicesAnd

SupportIsrael Ltd[Member]

Dec. 31,2012

Phoenix,Arizona,UnitedStates

[Member]ASM

America,Inc.

[Member]

Dec. 31,2011


[Member]ASM

America,Inc.

[Member]

Dec. 31,2012


[Member]ASM

NuTool,Inc.

[Member]

Dec. 31,2011


[Member]ASM

NuTool,Inc.

[Member]

Dec. 31,2012

Tokyo,Japan

[Member]ASMJapanK.K.

[Member]

Dec. 31,2011

Tokyo,Japan

[Member]ASMJapanK.K.

[Member]

Dec. 31,2012

QuarryBay, Hong

Kong,People'sRepublicOf China[Member]

ASMWafer

ProcessEquipment

Ltd.[Member]

Dec. 31,2011

QuarryBay, Hong

Kong,People'sRepublicOf China[Member]

ASMWafer

ProcessEquipment

Ltd.[Member]

Dec. 31,2012

Shanghai,People'sRepublicOf China[Member]

ASMChina

TradingLtd.

[Member]

Dec. 31,2011


ASMChina

TradingLtd.

[Member]

Dec. 31, 2012Shanghai,People's

Republic OfChina

[Member]ASM

AssemblySystems

ManagementGmbH.

[Member]

Dec. 31, 2011Shanghai,People's

Republic OfChina

[Member]ASM

AssemblySystems

ManagementGmbH.

[Member]

Dec. 31,2012


ASMAssemblySystems(China)

Ltd[Member]

Dec. 31,2011


ASMAssemblySystems(China)

Ltd[Member]

Dec. 31,2012

Singapore[Member]

ASMWafer

ProcessEquipmentSingaporePte Ltd.

[Member]

Dec. 31,2011

Singapore[Member]

ASMWafer

ProcessEquipmentSingaporePte Ltd.

[Member]

Dec. 31, 2012Singapore[Member]

ASM Front-End


Dec. 31, 2011Singapore[Member]

ASM Front-End


Dec. 31,2012

Singapore[Member]


[Member]

Dec. 31,2011

Singapore[Member]


[Member]

Dec. 31,2012

Singapore[Member]

AsmAssemblySystemsPte Ltd

[Member]

Dec. 31,2011

Singapore[Member]

AsmAssemblySystemsPte Ltd

[Member]

Dec. 31,2012Hsin-Chu,

Taiwan[Member]

ASMFront-

End Sales&

ServicesTaiwan

Co., Ltd.[Member]

Dec. 31,2011Hsin-Chu,

Taiwan[Member]

ASMFront-

End Sales&

ServicesTaiwan

Co., Ltd.[Member]

Dec. 31,2012

Cheonan,SouthKorea

[Member]ASM

GenitechKorea

Ltd[Member]

Dec. 31,2011

Cheonan,SouthKorea

[Member]ASM

GenitechKorea

Ltd[Member]

Dec. 31,2012

KualaLumpur,Malaysia[Member]

ASMServices

AndSupportMalaysia

SDN.BDH.

[Member]

Dec. 31,2011

KualaLumpur,Malaysia[Member]

ASMServices

AndSupportMalaysia

SDN.BDH.

[Member]

Dec. 31,2012Kwai

Chung,HongKong,

People'sRepublicOf China[Member]

ASMPacific

TechnologyLtd.

[Member]

Dec. 31,2011Kwai

Chung,HongKong,


ASMPacific

TechnologyLtd.

[Member]

Dec. 31,2012Kwai

Chung,HongKong,


ASMAssembly

AutomationLtd.

[Member]

Dec. 31,2011Kwai

Chung,HongKong,


ASMAssembly

AutomationLtd.

[Member]

Dec. 31,2012Kwai

Chung,HongKong,


ASMAssemblyMaterials

Ltd.[Member]

Dec. 31,2011Kwai

Chung,HongKong,


ASMAssemblyMaterials

Ltd.[Member]

Dec. 31,2012Kwai

Chung,HongKong,


ASMPacific(HongKong)

Ltd[Member]

Dec. 31,2011Kwai

Chung,HongKong,


ASMPacific(HongKong)

Ltd[Member]

Dec. 31,2012Kwai

Chung,HongKong,


ASMPacific

(Holdings)Ltd

[Member]

Dec. 31,2011Kwai

Chung,HongKong,


ASMPacific

(Holdings)Ltd

[Member]

Dec. 31,2012

JohorBahru,

Malaysia[Member]

ASMTechnology

(M) Sdn.Bhd.

[Member]

Dec. 31,2011

JohorBahru,

Malaysia[Member]

ASMTechnology

(M) Sdn.Bhd.

[Member]

Dec. 31, 2012Shenzhen,People's

Republic OfChina

[Member]ASM

SemiconductorMaterials

(Shenzhen)[Member]

Dec. 31, 2011Shenzhen,People's

Republic OfChina

[Member]ASM

SemiconductorMaterials

(Shenzhen)[Member]

Dec. 31,2012

Shenzhen,People'sRepublicOf China[Member]Shenzhen

ASMMicro

ElectronicTechnology

Co. Ltd.[Member]

Dec. 31,2011

Shenzhen,People'sRepublicOf China[Member]Shenzhen

ASMMicro

ElectronicTechnology

Co. Ltd.[Member]

Dec. 31, 2012Guernsey,ChannelIslands

[Member]Edgeward

DevelopmentLtd.

[Member]

Dec. 31, 2011Guernsey,ChannelIslands

[Member]Edgeward

DevelopmentLtd.

[Member]

Dec. 31, 2012Munich,Germany[Member]

ASMAssemblySystems

ManagementGmbH.

[Member]


ASMAssemblySystems

ManagementGmbH.

[Member]


ASMAssemblySystems

ManagementGmbH & C

o K G[Member]


ASMAssemblySystems

ManagementGmbH & C

o K G[Member]

Dec. 31, 2012Vienna,Austria

[Member]ASM

AssemblySystems

ManagementGmbH & C

o K G[Member]

Dec. 31, 2011Vienna,Austria

[Member]ASM

AssemblySystems

ManagementGmbH & C

o K G[Member]

Dec. 31,2012

Suwanee,UnitedStates

[Member]Asm

AssemblySystemsL L C

[Member]

Dec. 31,2011

Suwanee,UnitedStates

[Member]Asm

AssemblySystemsL L C

[Member]

Dec. 31,2012

People’sRepublicof China

ASMTechnologyChina Ltd[Member]

Dec. 31,2011


ASMTechnologyChina Ltd[Member]

Dec. 31,2012


ASMTechnology(Huizhon)

Ltd[Member]

Dec. 31,2011


ASMTechnology(Huizhon)

Ltd[Member]

Subsidiary or EquityMethod Investee [LineItems]Percentage of interest acquiredin subsidiary 51.96% 51.96% 100.00% [1] 100.00% [1] 100.00% [1] 100.00% [1] 100.00% [1] 100.00% [1] 100.00% [2] 100.00% [2] 100.00% [1] 100.00% [1] 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 51.96% 52.17% 51.96% [3] 52.17% [3] 100.00% 100.00% 100.00% 100.00% 51.96% [4] 52.17% [4] 51.96% [3] 52.17% [3] 100.00% 100.00% 100.00% 100.00% 100.00% 0.00% 51.96% 52.17% 51.96% [4] 52.17% [4] 51.96% [4] 52.17% [4] 51.96% [3] 52.17% [3] 51.96% 52.17% 51.96% [4] 52.17% [4] 51.96% [4] 52.17% [4] 51.96% [4] 52.17% [4] 51.96% [4] 52.17% [4] 51.96% [3] 52.17% [3] 51.96% [3] 52.17% [3] 51.96% [3] 52.17% [3] 51.96% [3] 52.17% [3] 51.96% 52.17% 51.96% 52.17%

Subsidiary acquisition date Jan. 07,2011

[1] For these subsidiaries ASM International NV has filed statements at the Dutch Chamber of Commerce assuming joint and several liability in accordance with Article 403 of Book 2, Part 9 of the Netherlands Civil Code.[2] Established in 2008, ASM Pacific Holding BV is holding 51.96% of the shares in ASM Pacific Technology Ltd.[3] 100% subsidiaries of ASM Pacific Technology Ltd., Acquired January 7, 2011.[4] 100% subsidiaries of ASM Pacific Technology Ltd.



12 Months EndedEmployee Benefits Dec. 31, 2012Employee Benefits andShare-based Compensation[Abstract]Employee Benefits Employee Benefits

Pension plans

Front-end

For the Front-end segment the Company has retirement plans covering substantially allemployees. The principal plans are defined contribution plans, except for the plans of theCompany’s operations in the Netherlands and Japan.

Multi-employer planThe Company’s employees of the Front-end segment in the Netherlands, approximately179 employees, participate in a multi-employer union plan ,“BedrijfstakpensioenfondsMetalektro”, (“PME”) determined in accordance with the collective bargainingagreements effective for the industry in which ASMI operates. This collective bargainingagreement has no expiration date. This multi-employer union plan covers approximately1,220 companies and 150,000 contributing members. ASMI’s contribution to the multi-employer union plan is less than 5.0% of the total contribution to the plan as per theannual report for the year ended December 31, 2012. The plan monitors its risks on aglobal basis, not by company or employee, and is subject to regulation by Dutchgovernmental authorities. By law (the Dutch Pension Act), a multi-employer union planmust be monitored against specific criteria, including the coverage ratio of the planassets to its obligations. This coverage ratio must exceed 104.25% for the total plan.Every company participating in a Dutch multi-employer union plan contributes a premiumcalculated as a percentage of its total pensionable salaries, with each company subjectto the same percentage contribution rate. The premium can fluctuate yearly based onthe coverage ratio of the multi-employer union plan. The pension rights of eachemployee are based upon the employee’s average salary during employment.

ASMI’s net periodic pension cost for this multi-employer union plan for any period is theamount of the required contribution for that period. A contingent liability may arise from,for example, possible actuarial losses relating to other participating entities becauseeach entity that participates in a multi-employer union plan shares in the actuarial risksof every other participating entity or any responsibility under the terms of a plan tofinance any shortfall in the plan if other entities cease to participate.

The coverage ratio of the multi-employer union plan increased to 93.9% as ofDecember 31, 2012 (December 31, 2011: 90.0%). Because of the low coverage ratioPME prepared and executed a so-called “Recovery Plan” which was approved by DeNederlandsche Bank, the Dutch central bank, which is the supervisor of all pensioncompanies in the Netherlands. Due to the low coverage ratio and according theobligation of the “Recovery Plan” the pension premium percentage is 24.0% in both2013 and 2012. The coverage ratio is calculated by dividing the plan assets by the totalsum of pension liabilities and is based on actual market interest.

The Company accounts for the multi-employer plan as if it were a defined contributionplan as the manager of the plan, PME, stated that its internal administrative systems donot enable PME to provide the Company with the required Company-specific informationin order to account for the plan as a defined benefit plan. The Company's net periodicpension cost for the multi-employer plan for a fiscal period is equal to the requiredcontribution for that period.



Defined benefit planThe Company’s employees of the Front-end segment in Japan participate in a definedbenefit plan. The most recent actuarial valuations of plan assets and the present value ofthe defined benefit obligation were carried out at December 31, 2012. The present valueof the defined benefit obligation and the related current service cost and passed servicecost were measured using the Projected Unit Credit Method.

The funded status of the plan and the amounts not yet recognized in the ConsolidatedStatement of Operations and the amounts recognized in the Consolidated BalanceSheet are as follows:

December 31,

2011 2012



December 31,

2011 2012








December 31,

2010 2011 2012

Current service cost 629 664 731Interest on obligation 139 107 121



Expected return on plan assets (77) (103) (144)Amortization deferred actuarial loss 1 6 46Amortization of past service cost — (12) (55)Net periodic pension benefit cost 692 662 699

The actual return on plan assets was €(116) and €196 for the years endedDecember 31, 2011 and 2012 respectively.


December 31,

2010 2011 2012



December 31,

2011 2012


4,090 100% 4,794 100%

The investment strategy is determined based on an asset-liability study in consultationwith investment advisers and within the boundaries given by regulatory bodies forpension funds. Equity securities consist primarily of publicly traded Japanese companiesand common collective funds. Publicly traded equities are valued at the closing pricesreported in the active market in which the individual securities are traded (level 1).Common collective funds are valued at the published price (level 1) per share multipliedby the number of shares held as of the measurement date.

Fixed income (bonds and loans) consists of corporate bonds, government securities andcommon collective funds. Corporate and government securities are valued by third-partypricing sources (level 2). Common collective funds are valued at the net asset value pershare (level 2) multiplied by the number of shares held as of the measurement date.

Real estate fund and other values are primarily reported by the fund manager and arebased on valuation of the underlying investments(level 3) which include inputs such ascost, discounted cash flows, independent appraisals and market based comparabledata.


Back-end



For the Back-end segment the ASMPT has retirement plans covering a substantialportion of its employees. The principal plans are defined contribution plans.

The plans for employees in Hong Kong are registered under the OccupationalRetirement Schemes Ordinance (“ORSO Scheme”) and a Mandatory Provident FundScheme (“MPF Scheme”) established under the Mandatory Provident Fund SchemesOrdinance in December 2000. The assets of the schemes are held separately fromthose of ASMPT in funds under the control of trustees. The ORSO Scheme is funded bymonthly contributions from both employees and ASMPT at rates ranging from 5% to12.5% of the employee’s basic salary, depending on the length of services with ASMPT.For members of the MPF Scheme, ASMPT contributes 5% of relevant payroll costs tothe MPF Scheme subject only to the maximum level of payroll costs amounting toHK$25,000 per employee, which contribution is matched by the employees.

The employees of ASMPT in Mainland China, Singapore and Malaysia are members ofstate managed retirement benefit schemes operated by the relevant governments.ASMPT is required to contribute a certain percentage of payroll costs to these schemesto fund the benefits. The only obligation of ASMPT with respect to these schemes is tomake the specified contributions. The assets of the schemes are held separately fromthose of ASMPT in funds under the control of trustees, and in the case of Singapore andMalaysia, by the Central Provident Fund Board of Singapore and Employee ProvidentFund of Malaysia respectively.

Certain ASM AS (the former SEAS) entities operate funded defined benefits pensionscheme for all their qualified employees. Pension benefits provided by ASM AS Entitiesare currently organized primarily through defined benefit pension plans which covervirtually all German employees and certain foreign employees of ASM AS entities.Furthermore, ASM AS entities provide other post-employment benefits, which consist oftransition payments and death benefits to German employees after retirement. Thesepredominantly unfunded other post-employment benefit plans qualify as defined benefitplans. Defined benefit plans determine the entitlements of their beneficiaries. Anemployee’s final benefit entitlement at regular retirement age may be higher than thefixed benefits at the reporting date due to future compensation or benefit increases. Thenet present value of this ultimate future benefit entitlement for service already renderedis represented by the Defined Benefit Obligation (“DBO”), which is calculated withconsideration of future compensation increases by actuaries. The DBO is calculatedbased on the projected unit credit method and reflects the net present value as of thereporting date of the accumulated pension entitlements of active employees, formeremployees with vested rights and of retirees and their surviving dependents withconsideration of future compensation and pension increases.

In the case of unfunded plans, the recognized pension liability is equal to the DBOadjusted by unrecognized past service cost. In the case of funded plans, the fair value ofthe plan assets is offset against the benefit obligations. The net amount, after adjustingfor the effects of unrecognized past service cost, is recognized as a pension liability orprepaid pension asset.

December 31,

2011 2012





December 31,

2011 2012


Obligation assumed in the acquisition of SEAS 22,305 —Current service cost 1,502 1,691Interest on obligation 898 1,095Past service costs — 104Actuarial losses (gains) (2,662) 8,532Benefits paid (26) (55)Transfers (65) 85Contribution participants 89 222Foreign currency translation effect 262 10



Fair value of plan assets at completion date of acquisition ofSEAS 22,199 —Expected return 673 853Actuarial (losses) gains (1,646) 2,981Contribution participants 89 222Contribution employer — 1,615Foreign currency translation effect 49 —


The actual return on plan assets was €973 for the year ended December 31, 2011 and€3,834 for the year ended December 31, 2012.

The investment strategy is determined based on an asset-liability study in consultationwith investment advisers and within the boundaries given by regulatory bodies forpension funds. Equity securities consist primarily of publicly traded companies andcommon collective funds. Publicly traded equities are valued at the closing pricesreported in the active market in which the individual securities are traded (level 1).Common collective funds are valued at the published price (level 1) per share multipliedby the number of shares held as of the measurement date.

Fixed income (bonds and loans) consists of corporate bonds, government securities andcommon collective funds. Corporate and government securities are valued by third-partypricing sources (level 2). Common collective funds are valued at the net asset value pershare (level 2) multiplied by the number of shares held as of the measurement date.

Real estate fund and other values are primarily reported by the fund manager and arebased on valuation of the underlying investments(level 3) which include inputs such ascost, discounted cash flows, independent appraisals and market based comparabledata.





December 31,

2011 2012



December 31,

2011 2012


21,364 100% 27,035 100%


Other post-employment benefit plans ASMPT

Employees who joined ASM Assembly Systems GmbH & Co. KG , a subsidiary locatedin Germany, on or before 30 September 1983, are entitled to transition payments anddeath benefits. In respect of the transition payments for the first six months afterretirement, participants receive the difference between their final compensation and theretirement benefits payable under the corporate pension plan. Employees of the Groupin France are entitled to retirement indemnity plans as required by the French labor laws.

The reconciliation of the funded status of the other post-employment benefit plans to theamount recognized in the consolidated statement of financial position per December 31,2012 is as follows:


The reconciliation of the changes in the benefit obligation for the other post-employmentbenefits for the year ended December 31, 2012 is as follows:

December 31,

2011 2012






The components of the principal pension benefit plans and the other post-employmentbenefit plans recognized in the consolidated statement of operations in respect of thesedefined benefit plans and other post-employment benefits for year ended December 31,2012 are as follows:



benefitplans Total



benefitplans Total

Current service cost (1,502) (63) (1,565) (1,691) (45) (1,736)Interest on obligation (897) (65) (962) (1,095) (69) (1,164)Past service cost — — — (104) — (104)Expected return on planassets 673 — 673 853 — 853Net periodic pensionbenefit cost (1,726) (128) (1,854) (2,037) (114) (2,151)

Other retirement benefit obligations ASMPT

The consolidated statement of financial position also includes liabilities for otherretirement benefit obligations consisting of liabilities for severance payments in Italy andAustria amounting to €353 as at December 31, 2012 (2011: €317).

Retirement plan costs for ASMI consolidated

ASMI expects to contribute €4,525 to the defined benefit plan in 2013. The Companyexpects to pay benefits for years subsequent to December 31, 2012 as follows:

Front-endsegment


2013 250 168 4182014 254 143 3972015 307 227 5342016 431 321 7522017 451 400 851



December 31,

2010 2011 2012




The Company does not provide for any significant post-retirement benefits other thanpensions.

Employee Stock Option Plan

The Company has adopted various stock option plans and has entered into stock optionagreements with various employees. Under these plans, employees may purchase aspecific number of shares of the Company’s common stock. Options are priced atmarket value in euro or US dollars on the date of grant.

In 2011 a new Stock Option Plan was adopted. In the new plan to limit potential dilution,the amount of outstanding (vested and non-vested) options granted to the ManagementBoard and to other employees will not exceed 7.5% of the issued ordinary share capitalof ASMI. The new Stock Option Plan 2011 consists of two sub-plans: the ASMI StockOption Plan for employees (ESOP) and the ASMI Stock Option for members of theManagement Board (MSOP).

A leading principle of the option plans is that options are issued to employees andManagement Board members once per annum as at 31 December of the relevant year,this includes the possible grant to newly hired employees. The number of optionsoutstanding under the option plans or under any other plan or arrangement in aggregatemay never exceed 7.5% of ASMI’s share capital. This is in accordance with the ASMIRemuneration Policy.

By resolution of the AGM of 15 May 2012 the formal authority to issue options andshares was allocated to the Management Board subject to the approval of theSupervisory Board. This authority is valid for 18 months and needs to be refreshedannually by the AGM to allow the continued application of the SOPS beyond15 November 2013. The ESOP is principally administered by the Management Boardand the MSOP is principally administered by the Supervisory Board. This complies withapplicable corporate governance standards. However, the Supervisory Board has nopower to represent the Company. For external purposes the Management Boardremains the competent body under both SOPS. The SOPS envisage that theSupervisory Board, or—in the case of the ESOP—the Management Board with theapproval of the Supervisory Board, will determine the number of options to be granted tothe Management Board members and to employees as of 31 December of any financialyear (the Grant date).

For employees and existing Management Board members the Grant Date for all optionsgranted is 31 December of the relevant year. In each of these situations the three yearVesting Period starts at the Grant Date. The exercise price in euro of all options issuedunder the SOPS is determined on the basis of the market value of the ASMI shares in asat (i.e. immediately prior to) the Grant Date.

The exercise period is 4 years starting at the 3rd anniversary of the vesting date.

At December 31, 2012, options to purchase 1,396,005 shares have been issued underthe 2011 Stock Option Plan representing 2.2% of the shares outstanding perDecember 31, 2012. Under previous plans no more options to purchase shares can beissued. Under the various stock option plans a total of 2,325,088 options to purchasecommon stock were outstanding at December 31, 2012, expiring at various dates



through 2019. The number of options outstanding at December 31, 2011 and 2012 were1,835,067 and 2,325,088 respectively.


Number ofoptions


US$

Numberof

options






The weighted average fair values of employee stock options granted in US dollars wereUS$17.02 in 2010. The weighted average fair values of employee stock option grantedin Euro were €13.94 in 2010, €10.43 in 2011 and €12.27 in 2012.

The weighted average remaining contractual life of the outstanding options granted in2012 is 7 years at December 31, 2012.

The total intrinsic value of options exercised was €2,322, €4,307 and €2,220 for theyears ended December 31, 2010, 2011 and 2012 respectively. In 2010, 2011 and 2012new shares have been issued for the exercise of 308,250 options, 296,490 options and144,970 options respectively.

On December 31, 2012 options outstanding and options exercisable classified by rangeof exercise prices are:


Numberoutstanding


contractual life

Weightedaverage


exercisable

Weightedaverage

exercise price


1.00-10.00 50,000 6.13 7.50 18,000 7.4110.00-15.00 66,500 3.21 11.94 41,420 11.8415.00-20.00 30,900 4.54 18.35 18,500 17.9820.00-30.00 211,000 4.08 24.54 117,400 25.1230.00-40.00 42,000 4.00 35.01 16,800 35.01US$1.00-40.00 400,400 4.22 20.94 212,120 21.18


1.00-10.00 11,200 0.89 7.90 6,000 7.79



10.00-15.00 130,500 3.07 12.65 127,060 12.6915.00-20.00 378,983 3.43 16.27 218,383 17.0020.00-25.00 655,614 6.00 22.33 — —20.00-30.00 748,391 6.84 27.01 15,800 26.50

€1.00-30.00 1,924,688 5.59 22.22 367,243 15.77

At December 31, 2012, the aggregate intrinsic value of all options outstanding and alloptions exercisable is €14,160 and €5,681 respectively.

The cost relating to employee stock options is measured at fair value on the grant date.The fair value was determined using the Black-Scholes option valuation model with thefollowing weighted average assumptions:

December 31,

2011 2012


The grant date fair value of the stock options is expensed on a straight-line basis overthe vesting period, based on the Company’s estimate of stock options that will eventuallyvest. The impact of the true up of the estimates is recognized in the consolidatedstatement of operations in the period in which the revision is determined. We recordedcompensation expenses of €2,526, €1,872 and €3,242 for 2010, 2011 and 2012respectively.

Employee Share Incentive Scheme ASMPT

In 1989, the shareholders of ASMPT approved a plan to issue up to 5.0 percent of thetotal issued shares of ASMPT to directors and employees. This plan was extended in1999 for a term up to March 23, 2010. At the annual general meeting of the ASMPT heldon 24 April 2009, the shareholders approved to extend the period of the Scheme for aterm of a further 10 years up to March 23, 2020 and allow up to 7.5% of the issued sharecapital of ASMPT from time to time (excluding any shares subscribed for or purchasedpursuant to the Scheme since 23 March 1990) to be subscribed for or purchasedpursuant to the Scheme during such extended period and that no more than 3.5% of theissued share capital of ASMPT from time to time (excluding any shares subscribed for orpurchased pursuant to the Scheme since 23 March 1990) to be subscribed for orpurchased pursuant to the Scheme for the period from 24 March 2010 to 23 March2015.

The directors annually may approve an amount of supplemental compensation to thedesignated directors and officers, which will be used to issue or purchase ASMPT’scommon shares for the designees at current market value.

On 21 March 2012, the directors resolved to grant, and the Company granted, a total of1,950,300 shares (the “2012 Incentive Shares”) in the Company to certain employeesand members of the management of the Group upon expiration of the definedqualification period. The vesting period of such grant, which is the qualification period,was from 21 March 2012 to 15 December 2012.



On 28 March 2012 (the “Adoption Date”), a Share Award Scheme was adopted by theCompany to establish a trust to subscribe and purchase shares of the Company for thebenefit of employees and members of the management of the Group under theEmployee Share Incentive Scheme. The scheme is valid and effective for a period of 8years commencing from the Adoption Date. Pursuant to the rules of the scheme, theCompany has appointed a trustee, Law Debenture Trust (Asia) Limited, for purpose ofadministering the scheme and holding the awarded shares. As a result of such ShareAward Scheme, 328,000 shares (the “2012 Awarded Share”) was allocated from the2012 Incentive Shares as the 2012 Awarded Shares

On December 15, 2012, 1,607,400 common shares of ASMPT were issued, for cash atpar value of HK$.10 per share, pursuant to the Employee Share Incentive Scheme ofASMPT and 14,900 shares were forfeited and unallocated by ASMPT. 328,000 shares ofthe 2012 Awarded Shares were vested on the same date.

In 2010 and 2011, respectively 1,726,900 and 1,518,100 ASMPT shares were issued tocertain directors and employees under the plan. The effect of this transaction on ASMIwas a dilution of its ownership interest in ASMPT of 0.21% in 2012, 0.19% in 2011 and0.23% in 2010. The shares issued under the plan in 2012 have diluted ASMI’sownership in ASMPT to 51.96% as of December 31, 2012.

The fair value of the 2012 Incentive shares granted was determined with reference to themarket value of the shares at the grant date taking into account the expected dividendsas the employees are not entitled to received dividends paid during the vesting period,while for the 2012 Awarded Shares, its fair value was determined with reference to thecost of purchase from the market included transaction costs, which is not significantlydifferenct from the fair value at the grant date.

Total compensation expenses related to the Employee Share Incentive Scheme ofrespectively €11,375 in 2010, €11,580 in 2011 and €19,823 in 2012 were charged to theConsolidated Statement of Operations.

.

The fair value of the 2012 Incentive shares granted was determined with reference to themarket value of the shares at the grant date taking into account the expected dividendsas the employees are not entitled to received dividends paid during the vesting period,while for the 2012 Awarded Shares, its fair value was determined with reference to thecost of purchase from the market included transaction costs, which is not significantlydifferenct from the fair value at the grant date.



Commitments andContingencies (Schedule of

Minimum RentalCommitments under

Operating Leases) (Details)(EUR €)


Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]2013 € 21,4302014 17,5482015 12,3562016 8,5392017 5,424Years thereafter 7,229Total € 72,526



4 Months Ended 12 Months EndedRestructuring Expenses(Summary of Aggregated

Restructuring Expenses byType) (Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010

Restructuring Charges [Abstract]Employee related expenses € 891 € 0 € 4,534Contract termination related expenses 0 0 779Transition expenses 0 0 3,806Other expenses 0 0 2,082Total restructuring expenses € 891 € 891 € 0 € 11,201



Financial Instruments andRisk Management

(Summary of Company'sContractual Obligations)


Dec. 31,2012

Dec. 31,2011

Dec. 31,2010

Dec. 31,2009

Summary of Derivative Instruments by Risk Exposure[Abstract]Notes payable to banks € 62,686 [1]

Notes payable to banks, Less than 1 year 62,686 [1]

Long-term debt 19,957 [1]

Long-term debt, Less than 1 year 6,821 [1]

Long-term debt, 1-3 years 13,136 [1]

Total 72,526Operating leases, Less than 1 year 21,430Operating leases, 1-3 years 29,904Operating leases, 3-5 years 13,963Operating leases, More than 5 years 7,229Pension liabilities 12,540 9,887Pension liabilities, Less than 1 year 418Pension liabilities, 1-3 years 931Pension liabilities, 3-5 years 1,603Pension liabilities, More than 5 years 9,588Purchase obligations:Purchase commitments to suppliers 141,908Purchase commitments to suppliers, Less than 1 year 139,221Purchase commitments to suppliers, 1-3 years 2,687Capital expenditure commitments 10,553Capital expenditure commitments, Less than 1 year 10,273Capital expenditure commitments, 1-3 years 280Unrecognized tax benefits (ASC 740) 22,511 21,749 20,057 15,663Unrecognized tax benefits (ASC 740), Less than 1 year 22,511Total contractual obligations 342,681Total contractual obligations, Less than 1 year 263,360Total contractual obligations, 1-3 years 46,938Total contractual obligations, 3-5 years 15,566Total contractual obligations, More than 5 years € 16,817[1] Including accrued interest based on the percentages at the reporting date.



Cash And Cash Equivalents(Details) (EUR €)


Dec. 31, 2012 Dec. 31, 2011Dec. 31, 2010 Dec. 31, 2009

Cash and Cash Equivalents [Line Items]Cash and cash equivalents € 290,475 € 390,250 € 340,294 € 293,902ASM International N.V. [Member]Cash and Cash Equivalents [Line Items]Cash and cash equivalents 290,475 390,250 340,294ASM Pacific Technology Ltd. [Member]Cash and Cash Equivalents [Line Items]Cash and cash equivalents € 145,414



12 Months EndedShare Ownership andRelated Party Transactions Dec. 31, 2012

Related Party Transactions[Abstract]Share Ownership and RelatedParty Transactions

Share Ownership and Related Party TransactionsThe ownership or controlling interest of outstanding common shares of ASMInternational NV by members of the Management Board and Supervisory Board ormembers of their immediate family are as follows:


Sharesowned




outstanding

A.H. del Prado 9,204,284 16.62% 9,204,284 14.59%C.D. del Prado (memberof the ManagementBoard) 132,945 0.24% 132,945 0.21%

Stichting AdministratiekantoorASMI 2,142,039 3.87% 2,142,039 3.39%

Stichting Administratiekantoor ASMI is a trust controlled by Mr A.H. del Prado. Thenumber of shares owned by Stichting Administratiekantoor ASMI includes 713,000common shares which are beneficially owned by Mr C.D. del Prado.

The Company has a related party relationship with its subsidiaries, equity accountedinvestees and members of the Supervisory Board and the Management Board. Relatedparty transactions are conducted on an at arm’s length basis with terms comparable totransactions with third parties. For transactions with the Supervisory Board and theManagement Board see note 30 “Board Remuneration”.

The Group has no significant transactions or outstanding balances with its equity-accounted investees other than its equity-interest holdings.



12 Months EndedInvestments Dec. 31, 2012Investments [Abstract]Investments Investments

The investment of €278 as per December 31, 2012 reflects the net equity value of theinterest in Levitech BV Resulting from the management buy-out in 2009 of the RTPbusiness, ASM International NV obtained a 20% interest in Levitech BV.

The changes in the investment are as follows:





12 Months EndedConvertible SubordinatedDebt (Schedule Of ChangesIn Outstanding Amounts OfConvertible Subordinated

Debt) (Details) (EUR €)In Thousands, unlessotherwise specified

Dec. 31, 2012 Dec. 31, 2011

Convertible Subordinated Debt [Roll Forward]Ending Balance € 0 € 135,0784.25% Convertible Subordinated Notes, Due December 2011 [Member]Debt Conversion [Line Items]Liability at redemption value at date of issuance 111,682Conversion component at date of issuance (18,329)Liability component at date of issuance 93,353Convertible Subordinated Debt [Roll Forward]Beginning Balance 0 32,438Conversion of notes 0 (32,536)Accrual of interest 0 126Foreign currency translation effect (29)Ending Balance 0 06.50% Convertible Unsecured Notes, Due 2014 [Member]Debt Conversion [Line Items]Liability at redemption value at date of issuance 150,000Conversion component at date of issuance (23,601)Liability component at date of issuance 126,399Convertible Subordinated Debt [Roll Forward]Beginning Balance 135,078 130,804Conversion of notes (139,407) 0Accrual of interest 4,329 4,274Foreign currency translation effect 0Ending Balance € 0 € 135,078

