6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of October, 2007

Commission File Number 000-13355

ASM INTERNATIONAL N.V.

(Translation of registrant’s name into English)

JAN VAN EYCKLAAN 10

3723 BC BILTHOVEN

THE NETHERLANDS

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and had not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                     .

Exhibits
Exhibit 99.1	ASM INTERNATIONAL REPORTS THIRD QUARTER 2007 OPERATING RESULTS	X

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 30, 2007	ASM INTERNATIONAL N.V.
		/s/    ARNOLD J.M. VAN DER VEN
		Arnold J.M. van der Ven
		Managing Director and Chief Financial Officer

ASM INTERNATIONAL N.V.

(THE “REGISTRANT”)

(COMMISSION FILE NO. 0-13355)

EXHIBIT INDEX

TO

FORM 6-K

DATED OCTOBER 30, 2007

Exhibit No.	Exhibit Description	Filed Herewith
99.1	ASM INTERNATIONAL REPORTS THIRD QUARTER 2007 OPERATING RESULTS	X

EX-99.1

Exhibit 99.1

	ASM International N.V.
Contact:	Naud van der Ven	+ 31 30 229 85 40
	Mary Jo Dieckhaus	+ 1 212 986 29 00
	Erik Kamerbeek	+ 31 30 229 85 00

ASM INTERNATIONAL REPORTS

THIRD QUARTER 2007 OPERATING RESULTS

BILTHOVEN, THE NETHERLANDS, October 29, 2007 - ASM International N.V. (NASDAQ: ASMI and Euronext Amsterdam: ASM) reports today its third quarter 2007 operating results in accordance with US GAAP.

• Front-end achieved positive net earnings of EUR 0.3 million in the third quarter of 2007, excluding the expense resulting from early extinguishment of convertible debt of EUR 4.1 million, as compared to net earnings of EUR 2.8 million in the second quarter of 2007, excluding the expense resulting from early extinguishment of convertible debt of EUR 5.9 million.

• Net sales of the third quarter of 2007 were EUR 253.5 million, similar to the second quarter of 2007 and up 19% from the third quarter of 2006.

• Net earnings of the third quarter of 2007 were EUR 15.8 million, or EUR 0.28 diluted net earnings per share, as compared to net earnings of EUR 14.9 million, or EUR 0.26 diluted net earnings per share for the second quarter of 2007 and net earnings from continuing operations of EUR 13.9 million, or EUR 0.26 diluted net earnings from continuing operations per share for the third quarter of 2006.

• Bookings in the third quarter of 2007 were EUR 197.7 million, down 13% from the second quarter of 2007. Bookings from our Front-end segment were down 17% and bookings from our Back-end segment were down 11%. Quarter-end backlog was EUR 186.8 million, down 23% from the end of the previous quarter.

• Company to convene EGM to get authorization for issuance of new shares.

“For the 2007 third quarter, ASMI made progress in both its Front-end and Back-end operations,” commented Arthur del Prado, President and CEO of ASM International. “The successful implementation of our program to improve Front-end operating performance resulted in the third consecutive quarter of Front-end profitability, and should enable us to achieve our 2007 Front-end net operating targets during a period of soft demand for wafer processing equipment. At the same time, our Back-end operations once again reported record sales and earnings as our assembly and packaging group saw solid product line demand across a broad range customers and geographic markets.”

“Orders declined quarter-over-quarter in both Front-end and Back-end. Front-end orders were down 17% due to delays in customers’ capital commitments.” he added. “Back-end orders remained at a healthy level, down 11% when compared to the record second quarter surge of over 30%, and continue to reflect Back-end’s broad customer base that extends beyond the semiconductor industry.”

1

Three months ended September 30, 2007.

The following table shows the operating performance for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions, except earnings per share)	Q3 2006		Q2 2007		Q3 2007		% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Net sales	213.4		254.7		253.5		—		19	%
Gross profit	83.0		96.9		97.2		—		17	%
Gross profit margin %	38.9	%	38.0	%	38.4	%	0.4	% (1)	(0.5	)% (1)
Selling, general and administrative expenses	(29.2	)	(32.9	)	(33.3	)	1	%	14	%
Research and development expenses	(21.9	)	(21.5	)	(21.2	)	(1	)%	(3	)%
Amortization of other intangible assets	(0.2	)	(0.1	)	(0.1	)	nm		nm
Earnings from operations	31.7		42.4		42.6		1	%	34	%
Net earnings from continuing operations	13.9		14.9		15.8		6	%	14	%
Net loss from discontinued operations	(0.8	)	—		—		na		na
Net earnings	13.1		14.9		15.8		6	%	21	%
Diluted net earnings from continuing operations per share	0.26		0.26		0.28
Diluted net loss from discontinued operations per share	(0.02	)	—		—
Diluted net earnings per share	0.24		0.26		0.28
New orders	184.5		226.9		197.7		(13	)%	7	%
Backlog at end of period	251.7		242.6		186.8		(23	)%	(26	)%

(1) Percentage point change

Net Sales. The following table shows net sales of our Front-end and Back-end segments for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions)	Q3 2006	Q2 2007	Q3 2007	% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Front-end	96.1	120.4	107.9	(10	)%	12	%
Back-end	117.3	134.3	145.6	8	%	24	%
Total net sales	213.4	254.7	253.5	—		19	%

In the third quarter of 2007, net sales of wafer processing equipment (Front-end segment) represented 43% of total net sales. Net sales of assembly and packaging equipment and materials (Back-end segment) represented 57% of total net sales.

Net sales of our Front-end segment decreased from the second quarter of 2007 in line with guidance. The decrease is primarily noticed in 200mm systems.

The weakening of the Yen, US dollar and US dollar related currencies against the euro in the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006 impacted total net sales negatively by 1% and 6% respectively.

2

Gross Profit Margin. The following table shows our gross profit and gross profit margin for Front-end and Back-end segments for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions)	Gross profit Q3 2006	Gross profit Q2 2007	Gross profit Q3 2007	Gross profit margin Q3 2006		Gross profit margin Q2 2007		Gross profit margin Q3 2007		Increase or (decrease) percentage points Q2 2007 to Q3 2007		Increase or (decrease) percentage points Q3 2006 to Q3 2007
Front-end	31.6	38.5	33.8	32.9	%	32.0	%	31.4	%	(0.6	)	(1.5	)
Back-end	51.4	58.4	63.4	43.8	%	43.5	%	43.5	%	—		(0.3	)
Total gross profit	83.0	96.9	97.2	38.9	%	38.0	%	38.4	%	0.4		(0.5	)

The gross profit margin of our Front-end segment decreased from the second quarter of 2007 mainly due to lower volume, which is partly offset by positive developments in the product mix.

Selling, General and Administrative Expenses. The following table shows selling, general and administrative expenses for our Front-end and Back-end segments for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions)	Q3 2006	Q2 2007	Q3 2007	% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Front-end	16.1	19.2	18.2	(5	)%	12	%
Back-end	13.1	13.7	15.1	10	%	16	%
Total selling, general and administrative Expenses	29.2	32.9	33.3	1	%	14	%

Selling, general and administrative expenses of our Front-end segment decreased from the second quarter of 2007 as a result of tight cost control and lower sales volumes.

As a percentage of net sales, selling, general and administrative expenses were 13% in the third quarter of 2007, 13% in the second quarter of 2007 and 14% in the third quarter of 2006.

Research and Development Expenses. The following table shows research and development expenses for our Front-end and Back-end segments for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions)	Q3 2006	Q2 2007	Q3 2007	% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Front-end	14.4	13.8	13.3	(3	)%	(8	)%
Back-end	7.5	7.7	7.9	3	%	6	%
Total research and development expenses	21.9	21.5	21.2	(1	)%	(3	)%

As a percentage of net sales, research and development expenses in the third quarter of 2007 were 8%, 8% in the second quarter of 2007 and 10% in the third quarter of 2006.

Earnings from Operations. The following table shows earnings from operations for our Front-end and Back-end segments for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions)	Q3 2006	Q2 2007	Q3 2007	% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Front-end	1.0	5.5	2.3	(59	)%	134	%
Back-end	30.7	36.9	40.3	9	%	31	%
Total earnings from operations	31.7	42.4	42.6	1	%	34	%

3

Net Loss from Discontinued Operations. In 2006, ASM NuTool’s operations were accounted for as discontinued operations.

Net Earnings. The following table shows net earnings for our Front-end and Back-end segments for the third quarter of 2007 as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions)	Q3 2006		Q2 2007		Q3 2007		% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Front-end	(2.4	)	(3.1	)	(3.8	)	(23	)%	(57	)%
Back-end	15.5		18.0		19.6		9	%	24	%
Total net earnings	13.1		14.9		15.8		6	%	21	%

Net earnings for the Front end segment for the third quarter of 2006 includes a net loss of discontinued operations of EUR 0.9 million.

Excluding the expense resulting from early extinguishment of convertible debt of EUR 4.1 million, Front-end achieved positive net earnings in the third quarter of 2007 of EUR 0.3 million. In the second quarter of 2007, excluding the expense resulting from early extinguishment of convertible debt of EUR 5.9 million, Front-end achieved positive net earnings of EUR 2.8 million.

4

Nine months ended September 30, 2007.

The following table shows the operating performance and the percentage change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions, except earnings per share)	Nine months ended September 30,
	2006		2007		% Change
Net sales	654.6		718.3		10	%
Gross profit margin	255.0		266.9		5	%
Gross profit margin %	39.0	%	37.2	%	(1.8	)(1)
Selling, general and administrative expenses	(89.3	)	(96.1	)	8	%
Research and development expenses	(63.9	)	(62.5	)	(2	)%
Amortization of other intangible assets	(0.5	)	(0.4	)	Nm
Earnings from operations	101.3		107.9		7	%
Net earnings from continuing operations	42.7		41.9		(2	)%
Net loss from discontinued operations	(9.7	)	—		na
Net earnings	33.0		41.9		27	%
Diluted net earnings from continuing operations per share	0.80		0.74
Diluted net loss from discontinued operations per share	(0.18	)	—
Diluted net earnings per share	0.62		0.74
New orders	684.5		670.8		(2	)%
Backlog at the end of period	251.7		186.8		(26	)%

(1) Percentage points change.

Net Sales. The following table shows net sales for the Front-end and Back-end segments and the percentage change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions)	Nine months ended September 30,
	2006	2007	% Change
Front-end	298.1	344.6	16	%
Back-end	356.5	373.7	5	%
Total net sales	654.6	718.3	10	%

In the nine months ended September 30, 2007, net sales of wafer processing equipment (Front-end segment) represented 48% of total net sales. Net sales of assembly and packaging equipment and materials (Back-end segment) represented 52% of total net sales.

The weakening of the Yen, US dollar and US dollar related currencies against the euro in the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006 impacted net sales negatively by 7%.

5

Gross Profit Margin. The following table shows the gross profit margin for Front-end and Back-end segments and the percentage point change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions)	Nine months ended September 30,
	Gross profit 2006	Gross profit 2007	Gross profit margin 2006		Gross profit margin 2007		Increase or (decrease) percentage points
Front-end	92.9	107.3	31.2	%	31.1	%	(0.1	)
Back-end	162.1	159.6	45.5	%	42.7	%	(2.8	)
Total gross profit	255.0	266.9	39.0	%	37.2	%	(1.8	)

The gross profit margin of our Back-end segment decreased due to currency developments, the cost of increasing manufacturing capacity and lower gross margins on leadframes.

Selling, General and Administrative Expenses. The following table shows selling, general and administrative expenses for Front-end and Back-end segments and the percentage change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions)	Nine months ended September 30,
	2006	2007	% Change
Front-end	49.3	55.5	12	%
Back-end	40.0	40.6	2	%
Total selling, general and administrative expenses	89.3	96.1	8	%

As a percentage of net sales, selling, general and administrative expenses were 13% in the nine months ended September 30, 2007, compared to 14% in the nine months ended September 30, 2006.

Research and Development Expenses. The following table shows research and development expenses for Front-end and Back-end segments and the percentage change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions)	Nine months ended September 30,
	2006	2007	% Change
Front-end	41.9	40.2	(4	)%
Back-end	22.0	22.3	1	%
Total research and development expenses	63.9	62.5	(2	)%

As a percentage of net sales, research and development expenses were 9% in the nine months ended September 30, 2007, compared to 10% in the nine months ended September 30, 2006.

6

Earnings from Operations. The following table shows earnings from operations for the Front-end and Back-end segments and the percentage change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions)	Nine months ended September 30,
	2006	2007	% Change
Front-end	1.2	11.2	860	%
Back-end	100.1	96.7	(3	)%
Consolidated earnings from operations	101.3	107.9	7	%

Net Loss from Discontinued Operations. In 2006, ASM NuTool’s operations were accounted for as discontinued operations.

Net Earnings. The following table shows net earnings for the Front-end and Back-end segments and the percentage change for the nine months ended September 30, 2007 compared to the same period in 2006:

(EUR millions)	Nine months ended September 30,
	2006		2007		% Change
Front-end	(17.7	)	(5.7	)	68	%
Back-end	50.7		47.6		(6	)%
Consolidated net earnings	33.0		41.9		27	%

Net earnings for the Front-end segment for the nine months ended September 30, 2006 includes a net loss of discontinued operations of EUR 9.7 million.

Excluding the expense resulting from early extinguishment of convertible debt of EUR 10.0 million, Front-end achieved positive net earnings in the nine months ended September 30, 2007 of EUR 4.3 million.

7

Bookings and backlog

The following table shows, for our Front-end and Back-end segments, the level of new orders for the third quarter of 2007 and the backlog at the end of the third quarter as compared to the second quarter of 2007 and the third quarter of 2006:

(EUR millions, except book-to-bill ratio)	Q3 2006	Q2 2007	Q3 2007	% Change Q2 2007 to Q3 2007		% Change Q3 2006 to Q3 2007
Front-end:
New orders for the quarter	87.0	81.9	68.3	(17	)%	(21	)%
Backlog at the end of the quarter	151.1	134.3	94.7	(29	)%	(37	)%
Book-to-bill ratio (new orders divided by net sales)	0.91	0.68	0.63
Back-end:
New orders for the quarter	97.5	145.0	129.4	(11	)%	32	%
Backlog at the end of the quarter	100.6	108.3	92.1	(15	)%	(9	)%
Book-to-bill ratio (new orders divided by net sales)	0.83	1.08	0.89
Total
New orders for the quarter	184.5	226.9	197.7	(13	)%	7	%
Backlog at the end of the quarter	251.7	242.6	186.8	(23	)%	(26	)%
Book-to-bill ratio (new orders divided by net sales)	0.86	0.89	0.78

The following table shows the level of new orders during the nine months ended September 30, 2006 and 2007 and the backlog at September 30, 2006 and 2007 and the percentage change:

(EUR millions, except book-to-bill ratio)	Nine months ended September 30,
	2006	2007	% Change
Front-end:
New orders	313	283.8	(10	)%
Backlog at September 30	151	94.7	(37	)%
Book-to-bill ratio (new orders divided by net sales)	1	0.82
Back-end:
New orders	370	387.0	4	%
Backlog at September 30	100	92.1	(9	)%
Book-to-bill ratio (new orders divided by net sales)	1	1.04
Total
New orders	684	670.8	(2	)%
Backlog at September 30	251	186.8	(26	)%
Book-to-bill ratio (new orders divided by net sales)	1	0.93

Liquidity and capital resources

Net cash provided by operations in the third quarter of 2007 was EUR 38.2 million as compared to net cash provided by operations of EUR 32.0 million in the third quarter of 2006. For the nine months ended September 30, 2007, net cash provided by operations was EUR 69.1 million compared to cash provided by operations of EUR 104.3 million for the same period in 2006. This development results primarily from increased working capital.

8

Net cash used in investing activities in the third quarter of 2007 was EUR 8.0 million, compared to EUR 8.2 million in the third quarter of 2006. For the nine months ended September 30, 2007, net cash used in investing activities was EUR 30.8 million compared to EUR 25.9 million for the same period in 2006. This developments result from increased capital expenditures, primarily in our Back-end segment.

Net cash used in financing activities in the third quarter of 2007 was EUR 40.3 million, compared to EUR 23.1 million in the third quarter of 2006. For the nine months ended September 30, 2007, net cash used in financing activities was EUR 85.9 million compared to EUR 43.5 million for the same period in 2006. The nine months ended September 30, 2007 included the purchase of treasury shares (EUR 8.2 million), the buy back of convertible debt (EUR 35.5 million) in 2007, and dividend paid (EUR 5.4 million). With the share repurchase, the buy back of convertible debt and the payment of dividend, we have completed the distribution of EUR 49.0 million ASMPT cash dividend received in 2007.

Net working capital, consisting of accounts receivable, inventories, other current assets, accounts payable, accrued expenses, advance payments from customers and deferred revenue, increased from EUR 271.2 million at June 30, 2007 to EUR 278.0 million at September 30, 2007. The increase is primarily the result of increased sales in our Back-end segment. The number of outstanding days of working capital, measured based on annual sales, decreased from 110 days at June 30, 2007 to 108 days at September 30, 2007. During the same period, our Front-end segment decreased from 128 days to 124 days, while our Back-end segment was stable at 92 days.

At September 30, 2007, our principal sources of liquidity consisted of EUR 141.9 million in cash and cash equivalents and EUR 105.1 million in undrawn bank lines. Approximately EUR 42.8 million of the cash and cash equivalents and EUR 27.1 million of the undrawn bank lines are restricted to use in our Back-end operations and EUR 10.9 million of the cash and cash equivalents and EUR 27.9 million in undrawn bank lines are restricted to use in our Front-end operations in Japan.

Company to convene EGM to get authorization for issuance of new shares

ASM International N.V. will convene an Extraordinary Meeting of Shareholders on December 3, 2007. The purpose of the shareholders meeting is to consider a proposal to authorize the board, for a period of 18 months, to issue common shares and grant subscriptions for common shares for a maximum not exceeding 15% of the existing issued share capital of the company. The proposal is intended to enable the board to enter into one or more financial transactions allowing the company to repurchase the company’s currently outstanding convertibles and/or to acquire our shares. If the proposal is accepted, such repurchase and/or acquisition of our shares can be fully or partly funded by issuing one or more new financial instruments, such as a convertible. In doing so, the board will ensure that the potential dilution of the shareholding of existing shareholders will be reduced, compared to the current potential dilution.

Outlook

Both ASMI Front-end and Back-end had a positive third quarter. Front-end made further progress on its road to consistent profitability. The net earnings year-to-date are EUR 4.3 million (excluding the expense from early extinguishment of convertible debt). Back-end showed another quarter of record sales (as measured in local currency) with superior margins and strong bookings.

9

Over the past few quarters, Front-end has experienced a slowdown in orders in line with a general market slowdown. We expect the order intake in the fourth quarter to increase compared to the previous quarter. Based on the order book per September 30, 2007, the recent order intake and the shorter lead times of orders, we expect sales in the fourth quarter to be only slightly below the third quarter sales. Regarding profitability, we are confident that Front-end will realize its target of positive net earnings for 2007 (excluding the expense from early extinguishment of convertible debt).

The Back-end has had good order intake in the third quarter, reflecting a positive market climate and underscoring our belief that Back-end continues to strengthen its market position. Following the very high order rate in the second quarter, we believe the eleven percent decline in third quarter bookings does not signal a slowdown in the Back-end market at this time. We therefore expect strong sales and profitability for our Back-end operations in the fourth quarter. This would indicate record sales and profitability for Back-end in 2007, as measured in local currency.

10

ASM INTERNATIONAL CONFERENCE CALL

ASM International will host an investor conference call and web cast on

TUESDAY, OCTOBER 30, 2007 at

10:00 a.m. US Eastern time

15:00 p.m Continental European time.

The teleconference dial-in numbers are as follows:

United States:	+1 866.966.5335 (toll free) or +1 646.843.4608
International:	+44 20.3023.4456
Participation pass code is 117327

A simultaneous audio web cast will be accessible at www.asm.com.

The teleconference will be available for replay, beginning one hour after completion of the live broadcast, through November 13, 2007. The replay dial-in numbers are:

United States:	+1 866.583.1035
International	+44 20.8196.1998
Participation pass code is 117327

About ASM International

ASM International N.V., headquartered in Bilthoven, the Netherlands, and its subsidiaries design and manufacture equipment and materials used to produce semiconductor devices. ASM International and its subsidiaries provide production solutions for wafer processing (Front-end segment) as well as assembly and packaging (Back-end segment) through facilities in the United States, Europe, Japan and Asia. ASM International’s common stock trades on NASDAQ (symbol ASMI) and the Euronext Amsterdam Stock Exchange (symbol ASM). For more information, visit ASMI’s website at www.asm.com.

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: All matters discussed in this statement, except for any historical data, are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include, but are not limited to, economic conditions and trends in the semiconductor industry generally and the timing of the industry cycles specifically, currency fluctuations, the timing of significant orders, market acceptance of new products, competitive factors, litigation involving intellectual property, shareholder and other issues, commercial and economic disruption due to natural disasters, terrorist activity, armed conflict or political instability, epidemics and other risks indicated in the Company’s filings from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s reports on Form 20-F and Form 6-K. The Company assumes no obligation nor intends to update or revise any forward-looking statements to reflect future developments or circumstances.

11

ASM INTERNATIONAL N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended September 30,				Nine months ended September 30,
(EUR thousands, except earnings per share data)	2006		2007		2006		2007
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net sales	213,367		253,501		654,614		718,306
Cost of sales	(130,382	)	(156,283	)	(399,619	)	(451,430	)
Gross profit	82,985		97,218		254,995		266,876
Operating expenses:
Selling, general and administrative	(29,227	)	(33,272	)	(89,286	)	(96,072	)
Research and development	(21,919	)	(21,224	)	(63,891	)	(62,478	)
Amortization of other intangible assets	(102	)	(137	)	(513	)	(420	)
Total operating expenses	(51,248	)	(54,633	)	(153,690	)	(158,970	)
Earnings from operations	31,737		42,585		101,305		107,906
Net interest expense	(1,310	)	(938	)	(4,703	)	(2,964	)
Expense resulting from early extinguishment of debt	—		(4,139	)	—		(10,049	)
Foreign currency transaction losses	(312	)	(440	)	(1,191	)	(1,164	)
Earnings from continuing operations before income taxes and minority interest	30,115		37,068		95,411		93,729
Income tax expense	(2,777	)	(4,050	)	(8,820	)	(10,208	)
Earnings from continuing operations before minority interest	27,338		33,018		86,591		83,521
Minority interest	(13,417	)	(17,191	)	(43,919	)	(41,634	)
Net earnings from continuing operations	13,921		15,827		42,672		41,887
Loss from discontinued operations before income taxes	(866	)	—		(9,647	)	—
Income tax expense	—		—		—		—
Net loss from discontinued operations	(866	)	—		(9,647	)	—
Net earnings	13,055		15,827		33,025		41,887
Net earnings (loss) per share:
Basic net earnings from continuing operations	0.26		0.29		0.80		0.78
Basic net loss from discontinued operations	(0.02	)	—		(0.18	)	—
Basic net earnings	0.24		0.29		0.62		0.78
Diluted net earnings from continuing operations	0.26		0.28		0.80		0.74
Diluted net loss from discontinued operations	(0.02	)	—		(0.18	)	—
Diluted net earnings	0.24		0.28		0.62		0.74
Weighted average number of common shares used in computing per share amounts (in thousands):
Basic	53,474		54,005		53,332		53,956
Diluted (1)	65,426		64,631		60,618		65,364

(1) The calculation of diluted net earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in earnings of the Company. Only instruments that have a dilutive effect on net earnings (loss) are included in the calculation. The assumed conversion results in adjustment in the weighted average number of common shares and net earnings (loss) due to the related impact on interest expense. The calculation is done for each reporting period individually. For the nine months ended September 30, 2006, the effect of a potential conversion of convertible subordinated debt into 4,682,133 common shares was anti-dilutive and no adjustments have been reflected in the diluted weighted average numbers of common shares and net earnings for these periods.

ASM INTERNATIONAL N.V.

CONSOLIDATED BALANCE SHEETS

(EUR thousands, except share data)	December 31, 2006		September 30, 2007
			(unaudited)
Assets
Cash and cash equivalents	193,872		141,887
Accounts receivable, net	198,359		242,916
Inventories, net	197,089		214,832
Income taxes receivable	49		67
Deferred tax assets	3,140		2,947
Other current assets	24,009		31,941
Total current assets	616,518		634,590
Debt issuance costs	3,938		2,586
Deferred tax assets	1,052		1,307
Other intangible assets	4,948		4,755
Goodwill, net	54,576		51,162
Property, plant and equipment, net	151,265		147,486
Total Assets	832,297		841,886
Liabilities and Shareholders’ Equity
Notes payable to banks	19,657		15,024
Accounts payable	99,841		109,354
Accrued expenses	70,773		75,600
Advance payments from customers	8,095		11,211
Deferred revenue	13,652		15,469
Income taxes payable	15,952		22,034
Current portion of long-term debt	7,344		15,465
Total current liabilities	235,314		264,157
Pension liabilities	3,490		3,737
Deferred tax liabilities	620		682
Long-term debt	19,267		15,381
Convertible subordinated debt	182,232		144,313
Total Liabilities	440,923		428,270
Minority interest	114,916		107,967
Shareholders’ Equity:
Common shares
Authorized 110,000,000 shares, par value EUR 0.04, issued and outstanding 53,828,745 and 54,005,214 shares	2,153		2,160
Financing preferred shares, issued none	—		—
Preferred shares, issued none	—		—
Capital in excess of par value	316,745		319,481
Treasury shares at cost	—		(4,683	)
Retained earnings	18,748		54,973
Accumulated other comprehensive loss	(61,188	)	(66,282	)
Total Shareholders’ Equity	276,458		305,649
Total Liabilities and Shareholders’ Equity	832,297		841,886

ASM INTERNATIONAL N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended September 30,				Nine months ended September 30,
(EUR thousands)	2006		2007		2006		2007
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net earnings	13,055		15,827		33,025		41,887
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation property, plant and equipment	8,942		8,311		27,342		25,040
Amortization of other intangible assets	522		351		1,494		1,046
Impairment and disposal of discontinued operations	—		—		3,333		—
Amortization of debt issuance costs	160		199		659		653
Compensation expense employee stock option plan	394		511		1,018		1,327
Compensation expense employee share incentive scheme ASMPT	2,244		2,531		5,542		5,750
Deferred income taxes	(191	)	(104	)	513		(180	)
Expense resulting from early extinguishment of debt	—		4,139		—		10,049
Minority interest	13,417		17,191		43,919		41,634
Changes in other assets and liabilities:
Accounts receivable	(4,172	)	(7,686	)	(12,790	)	(55,666	)
Inventories	(11,951	)	(7,191	)	(21,377	)	(30,219	)
Other current assets	(1,195	)	572		(3,389	)	(9,496	)
Accounts payable and accrued expenses	10,575		(687	)	15,213		23,405
Advance payments from customers	(3,501	)	1,867		1,345		3,784
Deferred revenue	1,225		(1,574	)	2,591		2,205
Pension liabilities	102		185		133		432
Income taxes	2,409		3,793		5,714		7,441
Net cash provided by operating activities	32,035		38,235		104,285		69,092
Cash flows from investing activities:
Capital expenditures	(8,280	)	(9,772	)	(24,181	)	(32,177	)
Purchase of other intangible assets	(357	)	(164	)	(2,442	)	(646	)
Acquisition of business	(150	)	—		(806	)	—
Proceeds from sale of property, plant and equipment	579		1,940		1,552		2,046
Net cash used in investing activities	(8,208	)	(7,996	)	(25,877	)	(30,777	)
Cash flows from financing activities:
Notes payable to banks, net	1,772		(2,075	)	2,781		(3,801	)
Proceeds of long-term debt and subordinated debt	2,048		8,554		2,048		9,758
Repayments of long-term debt and subordinated debt	(908	)	(15,794	)	(4,204	)	(40,028	)
Purchase of treasury shares	—		(4,667	)	—		(8,162	)
Proceeds from issuance of common shares and exercise of stock options	222		1,060		6,960		4,630
Dividend to minority shareholders ASMPT	(26,255	)	(21,980	)	(51,125	)	(42,900	)
Dividend to shareholders ASMI	—		(5,397	)	—		(5,397	)
Net cash used in financing activities	(23,121	)	(40,299	)	(43,540	)	(85,900	)
Exchange rate effects	(408	)	(1,481	)	(8,094	)	(4,400	)
Net increase (decrease) in cash and cash equivalents	298		(11,541	)	26,774		(51,985	)
Cash and cash equivalents at beginning of period	161,476		153,428		135,000		193,872
Cash and cash equivalents at end of period	161,774		141,887		161,774		141,887
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest, net	(1,034	)	(804	)	2,546		1,406
Income taxes, net	559		361		2,593		2,947

ASM INTERNATIONAL N.V.

DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (1/2)

The Company organizes its activities in two operating segments, Front-end and Back-end.

The Front-end segment manufactures and sells equipment used in wafer processing, encompassing the fabrication steps in which silicon wafers are layered with semiconductor devices. The segment is a product driven organizational unit comprised 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, encompassing the processes in which silicon wafers are separated into individual circuits and subsequently assembled, packaged and tested. The segment is organized in ASM Pacific Technology Ltd., in which the Company holds a majority interest of 53.35% at September 30, 2007, whilst the remaining shares are listed on the Stock Exchange of Hong Kong. The segment’s main operations are located in Hong Kong, Singapore, the People’s Republic of China and Malaysia.

(EUR thousands)	Front-end		Back-end		Total
Three months ended September 30, 2006	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	96,062		117,305		213,367
Gross profit	31,628		51,357		82,985
Earnings from operations	965		30,772		31,737
Net interest income (expense)	(2,182	)	872		(1,310	)
Foreign currency transaction losses	(166	)	(146	)	(312	)
Income tax expense	(190	)	(2,587	)	(2,777	)
Minority interest	—		(13,417	)	(13,417	)
Net earnings (loss) from continuing operations	(1,573	)	15,494		13,921
Net loss from discontinued operations	(866	)	—		(866	)
Net earnings (loss)	(2,439	)	15,494		13,055
Capital expenditures and purchase of other intangible assets	2,724		5,913		8,637
Depreciation and amortization	5,210		4,254		9,464
Three months ended September 30, 2007	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	107,926		145,575		253,501
Gross profit	33,851		63,367		97,218
Earnings from operations	2,260		40,325		42,585
Net interest income (expense)	(1,516	)	578		(938	)
Expense resulting from early extinguishment of debt	(4,139	)	—		(4,139	)
Foreign currency transaction gains (losses)	(530	)	90		(440	)
Income tax benefit (expense)	96		(4,146	)	(4,050	)
Minority interest	—		(17,191	)	(17,191	)
Net earnings (loss)	(3,829	)	19,656		15,827
Capital expenditures and purchase of other intangible assets	1,760		8,176		9,936
Depreciation and amortization	3,922		4,740		8,662

ASM INTERNATIONAL N.V.

DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (2/2)

(EUR thousands, except headcount)	Front-end		Back-end		Total
Nine months ended September 30, 2006	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	298,145		356,469		654,614
Gross profit	92,863		162,132		254,995
Earnings from operations	1,166		100,139		101,305
Net interest income (expense)	(7,198	)	2,495		(4,703	)
Foreign currency transaction losses	(1,074	)	(117	)	(1,191	)
Income tax expense	(937	)	(7,883	)	(8,820	)
Minority interest	—		(43,919	)	(43,919	)
Net earnings (loss) from continuing operations	(8,043	)	50,715		42,672
Net loss from discontinued operations	(9,647	)	—		(9,647	)
Net earnings (loss)	(17,690	)	50,715		33,025
Capital expenditures and purchase of other intangible assets	13,516		13,107		26,623
Depreciation and amortization	15,857		12,979		28,836
Impairment and disposal of discontinued operations	3,333		—		3,333
Cash and cash equivalents	91,555		70,219		161,774
Capitalized goodwill	25,851		43,799		69,650
Other intangible assets	9,621		—		9,621
Other identifiable assets	340,444		257,480		597,924
Total assets	467,471		371,498		838,969
Total debt	239,721		1,178		240,899
Headcount in full-time equivalents (1)	1,787		8,806		10,593
Nine months ended September 30, 2007	(unaudited)		(unaudited)		(unaudited)
Net sales to unaffiliated customers	344,616		373,690		718,306
Gross profit	107,294		159,582		266,876
Earnings from operations	11,194		96,712		107,906
Net interest income (expense)	(5,079	)	2,115		(2,964	)
Expense resulting from early extinguishment of debt	(10,049	)	—		(10,049	)
Foreign currency transaction gains (losses)	(1,334	)	170		(1,164	)
Income tax expense	(449	)	(9,759	)	(10,208	)
Minority interest	—		(41,634	)	(41,634	)
Net earnings (loss)	(5,717	)	47,604		41,887
Capital expenditures and purchase of other intangible assets	7,717		25,106		32,823
Depreciation and amortization	12,358		13,728		26,086
Cash and cash equivalents	99,045		42,842		141,887
Capitalized goodwill	13,706		37,456		51,162
Other intangible assets	3,915		840		4,755
Other identifiable assets	343,826		300,256		644,082
Total assets	460,492		381,394		841,886
Total debt	190,169		14		190,183
Headcount in full-time equivalents (1)	1,868		10,046		11,914

(1) Headcount includes those employees with a fixed contract, and is exclusive of temporary workers.

ASM INTERNATIONAL N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

ASM International N.V, (“ASMI”) follows accounting principles in the United States of America (“US GAAP”). Accounting principles applied are unchanged compared to the year 2006.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of ASMI and its subsidiaries, where ASMI holds a controlling interest. The minority interest of third parties is disclosed separately in the Consolidated Financial Statements. All intercompany profits, transactions and balances have been eliminated in consolidation.

FIN 48

On January 1, 2007 ASMI adopted Interpretation 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a two step approach for recognizing and measuring tax positions taken or expected to be taken in a tax 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 positions are recognized at the largest amount that is more-likely-than-not to be sustained. Any differences between the amounts recognized in the financial statements prior to the adoption of FIN 48 and the amounts reported after adoption of FIN 48 will be accounted for as a cumulative-effect adjustment recorded in the beginning balance of retained earnings. ASMI is in the process of determining the impact of adopting FIN 48 on its Consolidated Financial Statements.

ASM INTERNATIONAL N.V.

RECONCILIATION US GAAP - IFRS

Accounting principles under IFRS

ASMI’s primary consolidated financial statements are and will continue to be prepared in accordance with US GAAP. However, ASMI is required under Dutch law to report its Consolidated Financial Statements in accordance with International Financial Reporting Standards (“IFRS”). As a result of the differences between IFRS and US GAAP that are applicable to ASMI, the Consolidated Statement of Operations and Consolidated Balance Sheet reported in accordance with IFRS differ from those reported in accordance with US GAAP. The major differences relate to accounting for goodwill, accounting for minority interest, accounting for convertible subordinated notes, accounting for development expenses, accounting for option plans and accounting for pension plans.

The reconciliation between IFRS and US GAAP is as follows:

	Net earnings Three months ended September 30,				Net earnings Nine months ended September 30,
(EUR thousands, except per share data)	2006		2007		2006		2007
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
US GAAP	13,055		15,827		33,025		41,887
Adjustments for IFRS:
Goodwill	—		—		—		—
Classification of minority interest	13,417		17,191		43,919		41,634
Convertible subordinated notes	(1,421	)	(3,797	)	(7,181	)	(9,282	)
Development expenses	2,339		3,820		7,318		11,271
Option plans	(66	)	—		92		6
Total adjustments	14,269		17,214		44,148		43,629
IFRS	27,324		33,041		77,173		85,516
IFRS allocation of net earnings:
Shareholders	13,907		15,850		33,254		43,882
Minority interest	13,417		17,191		43,919		41,634
Net earnings per share:
Basic	0.26		0.29		0.62		0.81
Diluted	0.26		0.29		0.62		0.81

(EUR thousands)	Equity December 31, 2006		Equity September 30, 2007
			(unaudited)
US GAAP	276,458		305,649
Adjustments for IFRS:
Goodwill	(10,575	)	(9,896	)
Classification of minority interest	114,916		107,967
Convertible subordinated notes	28,330		19,048
Development expenses	19,065		28,854
Pension plans	860		822
Total adjustments	152,596		146,795
IFRS	429,054		452,444