20-F

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2012

Commission file number 025566

ASML HOLDING N.V.

(Exact Name of Registrant as Specified in Its Charter)

THE NETHERLANDS

(Jurisdiction of Incorporation or Organization)

DE RUN 6501

5504 DR VELDHOVEN

THE NETHERLANDS

(Address of Principal Executive Offices)

Craig DeYoung

Telephone: +1 480 383 4005

Facsimile: +1 480 383 3978

E-mail: craig.deyoung@asml.com

8555 South River Parkway,

Tempe, AZ 85284, USA

(Name, Telephone, E-mail, 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 registered
Ordinary Shares	The NASDAQ Stock Market LLC
(nominal value EUR 0.09 per share)

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

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

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 the annual report.

407,165,221 Ordinary Shares

(nominal value EUR 0.09 per share)

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 ( )

If this 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 ( ) No (x)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 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 such filing requirements for the past 90 days.

Yes (x) No ( )

Indicate by check mark whether the registrant has submitted electronically

and posted on its corporate web site, if any, every Interactive

Data File required 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 shorter period that the registrant was required to submit and post such files).

Yes (x) No ( )

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

See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer (x) Accelerated filer ( ) Non-accelerated filer ( )

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 ( ) Other ( )

If “Other” has been checked in response to the previous question, indicate by checkmark

which financial statement item the registrant has elected to follow.

Item 17 ( ) Item 18 ( )

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 Exchange Act)

Yes ( ) No (x)

Name and address of person authorized to receive notices and communications

from the Securities and Exchange Commission:

Richard A. Ely

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street, Canary Wharf London E14 5DS England

ASML ANNUAL REPORT 2012

Form 20-F

ASML ANNUAL REPORT 2012

Contents

Part I
1	Item 1 Identity of Directors, Senior Management and Advisors
1	Item 2 Offer Statistics and Expected Timetable
1	Item 3 Key Information
	A.    Selected Financial Data
	B.    Capitalization and Indebtedness
	C.    Reasons for the Offer and Use of Proceeds
	D.    Risk Factors
11	Item 4 Information on the Company
	A.    History and Development of the Company
	B.    Business Overview
	C.    Organizational Structure
	D.    Property, Plant and Equipment
20	Item 4A Unresolved Staff Comments
20	Item 5 Operating and Financial Review and Prospects
	A.    Operating Results
	B.    Liquidity and Capital Resources
	C.    Research and Development, Patents and Licenses, etc
	D.    Trend Information
	E.    Off-Balance Sheet Arrangements
	F.    Tabular Disclosure of Contractual Obligations
	G.    Safe Harbor
40	Item 6 Directors, Senior Management and Employees
	A.    Directors and Senior Management
	B.    Compensation
	C.    Board Practices
	D.    Employees
	E.    Share Ownership
48	Item 7 Major Shareholders and Related Party Transactions
	A.    Major Shareholders
	B.    Related Party Transactions
	C.    Interests of Experts & Counsel
51	Item 8 Financial Information
	A.    Consolidated Statements and Other Financial Information
	B.    Significant Changes
51	Item 9 The Offer and Listing
	A.    Offer and Listing Details
	B.    Plan of Distribution
	C.    Markets
	D.    Selling Shareholders
	E.    Dilution
	F.    Expenses of the Issue
53	Item 10 Additional Information
	A.    Share Capital
	B.    Memorandum and Articles of Association
	C.    Material Contracts
	D.    Exchange Controls
	E.    Taxation
	F.    Dividends and Paying Agents
	G.    Statement by Experts
	H.    Documents on Display
	I.    Subsidiary Information

ASML ANNUAL REPORT 2012

63	Item 11 Quantitative and Qualitative Disclosures About Market Risk
65	Item 12 Description of Securities Other Than Equity Securities
Part II
67	Item 13 Defaults, Dividend Arrearages and Delinquencies
67	Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds
67	Item 15 Controls and Procedures
67	Item 16
	A.    Audit Committee Financial Expert
	B.    Code of Ethics
	C.    Principal Accountant Fees and Services
	D.    Exemptions from the Listing Standards for Audit Committees
	E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
	F.    Change in Registrant’s Certifying Accountant
	G.    Corporate Governance
	H.    Mine Safety Disclosure
Part III
73	Item 17 Financial Statements
73	Item 18 Financial Statements
73	Item 19 Exhibits

ASML ANNUAL REPORT 2012

ASML ANNUAL REPORT 2012

Part I

Special Note Regarding Forward-Looking Statements

In addition to historical information, this Annual Report on Form 20-F (“Annual Report”) contains statements relating to our future business and/or results. These statements include certain projections and business trends that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these statements by the use of words like “may”, “will”, “could”, “should”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. They appear in a number of places throughout this report and include, without limitation, expected sales trends, expected shipments of tools, productivity of our tools, purchase commitments, intercircuit (“IC”) unit demand, financial results, statements about our co-investment program including potential funding commitments in connection with that program, statements about our agreement to acquire Cymer Inc. (“Cymer”) including the expected benefits of the acquisition and the development of EUV technology and volume production systems. These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of ASML and readers should not place undue reliance on them.

Forward-looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ materially from projected results as a result of certain risks and uncertainties. These risks and uncertainties include, without limitation, those described under Item 3.D. “Risk Factors” and those detailed from time to time in our other filings with the United States Securities and Exchange Commission (the “Commission” or the “SEC”). These forward-looking statements are made only as of the date of this annual report on Form 20-F. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1 Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2 Offer Statistics and Expected Timetable

Not applicable.

Item 3 Key Information

A. Selected Financial Data

The following selected consolidated financial data should be read in conjunction with Item 5 “Operating and Financial Review and Prospects” and Item 18 “Financial Statements”.

ASML ANNUAL REPORT 2012 1

Five-Year Financial Summary

Year ended December 31 (in thousands, except per share data)	2012 EUR	2011 EUR	2	2010 EUR	2009 EUR	2008  EUR
Consolidated Statements of Operations data
Net sales	4,731,555	5,651,035		4,507,938	1,596,063	2,953,678
Cost of sales	2,726,298	3,201,645		2,552,768	1,137,671	1,938,164
Gross profit on sales	2,005,257	2,449,390		1,955,170	458,392	1,015,514
Research and development costs	589,182	590,270		523,426	466,761	516,128
Selling, general and administrative costs	259,301	217,904		181,045	154,756	210,172
Income (loss) from operations	1,156,774	1,641,216		1,250,699	(163,125)	289,214
Interest income (expense), net	(6,196)	7,419		(8,176)	(8,425)	20,430
Income (loss) before income taxes	1,150,578	1,648,635		1,242,523	(171,550)	309,644
(Provision for) benefit from income taxes	(4,262)	(181,675)		(220,703)	20,625	12,726
Net income (loss)	1,146,316	1,466,960		1,021,820	(150,925)	322,370
Earnings per share data
Basic net income (loss) per ordinary share	2.70	3.45		2.35	(0.35)	0.75
Diluted net income (loss) per ordinary share1	2.68	3.42		2.33	(0.35)	0.74
Number of ordinary shares used in computing per share amounts (in thousands)
Basic	424,096	425,618		435,146	432,615	431,620
Diluted1	426,986	429,053		438,974	432,615	434,205

1 The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

2 As of January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

ASML ANNUAL REPORT 2012 2

Five-Year Financial Summary

As of December 31		2012			2011	1		2010		2009		2008
(in thousands, unless otherwise indicated)	EUR			EUR			EUR		EUR		EUR
Consolidated Balance Sheets data
Cash and cash equivalents		1,767,596			2,731,782			1,949,834		1,037,074		1,109,184
Short-term investments		930,005			-			-		-		-
Working capital2		3,745,559			3,473,767			2,787,220		1,704,714		1,964,906
Total assets		7,410,478			7,260,815			6,180,358		3,764,151		3,977,478
Long-term debt3		759,490			736,368			710,060		699,756		685,134
Total shareholders’ equity		4,066,893			3,444,154			2,773,908		1,774,768		1,988,769
Share capital		37,470			38,354			39,293		39,028		38,887
Consolidated Statements of Cash Flows data
Depreciation and amortization		186,620			165,185			151,444		141,631		121,423
Impairment		3,234			12,272			8,563		15,896		25,109
Net cash provided by operating activities		703,478			2,070,440			940,048		99,194		282,979
Purchase of property, plant and equipment		(171,879)			(300,898)			(128,728)		(104,959)		(259,770)
Purchase of available for sale securities		(1,379,997)			-			-		-		-
Maturity of available for sale securities		449,993			-			-		-		-
Acquisition of subsidiary (net of cash acquired)		(10,292)			-			-		-		-
Net cash used in investing activities		(1,119,833)			(300,898)			(124,903)		(98,082)		(259,805)
Net proceeds from issuance of shares		3,907,666			34,084			31,000		11,073		11,475
Capital repayment		(3,728,324)			-			-		-		-
Purchase of shares in conjunction with conversion rights of bondholders and share-based payments		-			-			-		-		(87,605)
Dividend paid		(188,892)			(172,645)			(86,960)		(86,486)		(107,841)
Deposits from customers		-			(150,000)			150,000		-		-
Purchase of shares		(535,373)			(700,452)			-		-		-
Net cash provided by (used in) financing activities		(545,583)			(991,561)			92,702		(74,874)		(186,471)
Net increase (decrease) in cash and cash equivalents		(964,186)			781,948			912,760		(72,110)		(162,452)
Ratios and other data
Gross profit as a percentage of net sales		42.4			43.3			43.4		28.7		34.4
Income (loss) from operations as a percentage of net sales		24.4			29.0			27.7		(10.2)		9.8
Net income (loss) as a percentage of net sales		24.2			26.0			22.7		(9.5)		10.9
Shareholders’ equity as a percentage of total assets		54.9			47.4			44.9		47.1		50.0
Income taxes as a percentage of income (loss) before income taxes		0.4			11.0			17.8		12.0		(4.1)
Sales of systems (in units)		170			222			197		70		151
Average selling price of system sales (in millions)		22.4			22.0			19.8		16.8		16.7
Value of systems backlog excluding EUV (in millions)4,5		1,214.1			1,732.5			3,855.7		2,113.7		857.3
Systems backlog excluding EUV (in units)4,5		46			71			157		69		41
Average selling price of systems backlog excluding EUV (in millions)4,5		26.4			24.4			24.6		30.6		20.9
Value of booked systems excluding EUV (in millions)4,5		3,312.3			2,909.3			6,212.7		2,535.4		1,730.9
Net bookings excluding EUV (in units)4,5		144			134			285		98		103
Average selling price of booked systems excluding EUV (in millions)4,5		23.0			21.7			21.8		25.9		16.8
Number of payroll employees in FTEs6		8,497			7,955			7,184		6,548		6,930
Number of temporary employees in FTEs6		2,139			1,935			2,061		1,137		1,329
Increase (decrease) net sales in percentage		(16.3)			25.4			182.4		(46.0)		(21.6)
Number of ordinary shares issued and outstanding (in thousands)		407,165			413,669			436,593		433,639		432,074
ASML share price in euro7		48.00			32.48			28.90		24.00		12.75
Volatility 260 days in percentage of ASML shares8		28.64			32.46			30.25		38.45		51.14
Dividend per ordinary share in euro		0.53	9		0.46			0.40		0.20		0.20
Dividend per ordinary share in U.S. dollar		0.73	9,10		0.60			0.54		0.27		0.26

1 As of January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

2 Working capital is calculated as the difference between total current assets and total current liabilities.

3 Long-term debt includes the current portion of long-term debt.

4 Our systems backlog and net bookings include only orders for which written authorizations have been accepted and system shipment and revenue recognition dates within the following 12 months have been assigned.

5 From January 1, 2011, we value our net bookings and systems backlog at system sales value including factory options. Before January 1, 2011, we valued net bookings and systems backlog at full order value (i.e. including factory options, field options and services). The comparative figures for prior periods have not been adjusted because the impact on the comparative figures is insignificant (approximately EUR 20.0 million negative impact on backlog value as of December 31, 2010).

6 Full-time employees (“FTEs”).

7 Closing price at year-end of our ordinary shares listed on NYSE Euronext Amsterdam (“NYSE Euronext Amsterdam”) (source: Bloomberg Finance LP).

8 Volatility represents the variability in our share price on NYSE Euronext Amsterdam as measured over the 260 business days of each year presented (source: Bloomberg Finance LP).

9 Subject to approval of the Annual General Meeting of Shareholders (“AGM”) to be held on April 24, 2013.

10 The exchange rate used to convert the proposed dividend per ordinary share is the exchange rate at February 1, 2013.

ASML ANNUAL REPORT 2012 3

Exchange Rate Information

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

A portion of our net sales and expenses is, and historically has been, denominated in currencies other than the euro. For a discussion of the impact of exchange rate fluctuations on our financial condition and results of operations, see Item 5.A. “Operating Results – Foreign Exchange Management”.

The following are the Noon Buying Rates certified by the Federal Reserve Bank for customs purposes (the “Noon Buying Rate”), expressed in U.S. dollars per euro.

Calendar year	2013 (through February 1, 2013)		2012		2011		2010		2009		2008
Period End		1.37		1.32		1.30		1.33		1.43		1.39
Period Average 1		1.36		1.29		1.40		1.33		1.39		1.47
Period High		1.37		1.35		1.49		1.45		1.51		1.60
Period Low		1.30		1.21		1.29		1.20		1.25		1.24

1 The average of the Noon Buying Rates on the last business day of each month during the period presented.

Months of	February 2013 (through February 1, 2013)		January 2013		December 2012		November 2012		October 2012		September 2012		August 2012
Period High		1.37		1.36		1.33		1.30		1.31		1.31		1.26
Period Low		1.37		1.30		1.29		1.27		1.29		1.26		1.21

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

In conducting our business, we face many risks that may interfere with our business objectives. Some of these risks relate to our operational processes, while others relate to our business environment. It is important to understand the nature of these risks and the impact they may have on our business, financial condition and results of operations. Some of the more relevant risks are described below. These risks are not the only ones that we face. Some risks may not yet be known to us and certain risks that we do not currently believe to be material could become material in the future.

Risks Related to the Semiconductor Industry

The Semiconductor Industry is Highly Cyclical and We May Be Adversely Affected by Any Downturn

As a supplier to the global semiconductor industry, we are subject to the industry’s business cycles, of which the timing, duration and volatility are difficult to predict. The semiconductor industry has historically been cyclical. Sales of our lithography systems depend in large part upon the level of capital expenditures by semiconductor manufacturers. These capital expenditures depend upon a range of competitive and market factors, including:

• the current and anticipated market demand for semiconductors and for products utilizing semiconductors;

• semiconductor prices;

• semiconductor production costs;

• changes in semiconductor inventory levels;

• general economic conditions; and

• access to capital.

Reductions or delays in capital equipment purchases by our customers could have a material adverse effect on our business, financial condition and results of operations.

In an industry downturn, our ability to maintain profitability will depend substantially on whether we are able to lower our costs and break-even level, which is the level of sales that we must reach in a year to achieve net income. If sales

ASML ANNUAL REPORT 2012 4

decrease significantly as a result of an industry downturn and we are unable to adjust our costs over the same period, our net income may decline significantly or we may suffer losses. As we need to keep certain levels of inventory on hand to meet anticipated product demand, we may also incur increased costs related to inventory obsolescence in an industry downturn. In addition, industry downturns generally result in overcapacity, resulting in downward pressure on prices and impairment of machinery and equipment, which in the past has had, and in the future could have, a material adverse effect on our business, financial condition and results of operations.

The ongoing financial crises that have affected the international banking system and global financial markets since 2008 have been in many respects unprecedented. Concerns persist over the debt burden of certain Eurozone countries and their ability to meet future obligations, the overall stability of the euro, and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries. These concerns could lead to the re-introduction of the individual currencies in one or more Eurozone countries, or in more extreme circumstances, the possible dissolution of the euro currency entirely. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of our euro-denominated assets and obligations. In addition, remaining concerns over the effect of this financial crisis on financial institutions in Europe and globally, and the instability of the financial markets and the global economy in general could result in a number of follow-on effects on our business, including (i) declining business and consumer confidence resulting in reduced, or delayed purchase of our products or shorter-term capital expenditures for our products; insolvency of key suppliers resulting in product delays, (ii) an inability of customers to obtain credit to finance purchases of our products, delayed payments from our customers and/or customer insolvencies and (iii) other adverse effects that we cannot currently anticipate. If global economic and market conditions deteriorate, we are likely to experience material adverse impacts on our business, financial condition and results of operations.

Conversely, in anticipation of periods of increasing demand for semiconductor manufacturing equipment, we must maintain sufficient manufacturing capacity and inventory and we must attract, hire, integrate and retain a sufficient number of qualified employees to meet customer demand. Our ability to predict the timing and magnitude of industry fluctuations is limited and our products require significant lead-time to successfully complete. Accordingly, we may not be able to effectively increase our production capacity to respond to an increase in customer demand in an industry upturn resulting in lost revenues, damage to customer relationships and we may lose market share.

Our Business Will Suffer If We Do Not Respond Rapidly to Commercial and Technological Changes in the Semiconductor Industry

The semiconductor manufacturing industry is subject to:

• rapid change towards more complex technologies;

• frequent new product introductions and enhancements;

• evolving industry standards;

• changes in customer requirements; and

• continued shortening of product life cycles.

Our products could become obsolete sooner than anticipated because of a faster than anticipated change in one or more of the technologies related to our products or in market demand for products based on a particular technology. Our success in developing new products and in enhancing our existing products depends on a variety of factors, including the successful management of our research and development (“R&D”) programs and the timely completion of product development and design relative to competitors. If we do not develop and introduce new and enhanced systems at competitive prices and on a timely basis, our customers will not integrate our systems into the planning and design of new production facilities and upgrades of existing facilities, which would have a material adverse effect on our business, financial condition and results of operations.

In particular, we are investing considerable financial and other resources to develop and introduce new products and product enhancements, such as Extreme Ultraviolet lithography (“EUV”) and 450mm wafer technology. If we are unable to successfully develop and introduce these products and technologies, or if our customers do not fully adopt the new technologies, products or product enhancements due to a preference for more established or alternative new technologies and products or for any other reasons, we would not recoup all of our investments in these technologies or products, which could have a material adverse effect on our business, financial condition and results of operations.

The success of EUV remains particularly dependent on light source (laser) availability and continuing related technical advances by us and our suppliers, as well as infrastructure developments in masks and photoresists, without which the EUV tools cannot achieve the productivity and yield required to economically justify the higher price of these tools. A delay in the developments of these tools could discourage or result in much slower adoption of this technology. If the technologies that we pursue to assist our customers in producing smaller and more efficient chips, are not as effective

ASML ANNUAL REPORT 2012 5

as those developed by our competitors, or if our customers adopt new technological architectures that are less focused on lithography, this may adversely affect our business, financial condition and results of operations.

We Face Intense Competition

The semiconductor equipment industry is highly competitive. The principal elements of competition in our market are:

• the technical performance characteristics of a lithography system;

• the value of ownership of that system based on its purchase price, maintenance costs, productivity, and customer service and support costs;

• the exchange rate of the euro particularly against the Japanese yen which results in varying prices and margins;

• the strength and breadth of our portfolio of patents and other intellectual property rights; and

• our customers’ desire to obtain lithography equipment from more than one supplier.

Our competitiveness increasingly depends upon our ability to develop new and enhanced semiconductor equipment that is competitively priced and introduced on a timely basis, as well as our ability to protect and defend our intellectual property rights. See Item 4.B. “Business Overview, Intellectual Property”, Note 10 and Note 18 to our consolidated financial statements.

We compete primarily with Nikon Corporation (“Nikon”) and to a lesser degree with Canon Kabushiki Kaisha (“Canon”). Both Nikon and Canon have substantial financial resources and broad patent portfolios. Each continues to introduce new products with improved price and performance characteristics that compete directly with our products, which may cause a decline in our sales or a loss of market acceptance for our lithography systems. In addition, adverse market conditions, industry overcapacity or a decrease in the value of the Japanese yen in relation to the euro or the U.S. dollar, could further intensify price-based competition in those regions that account for the majority of our sales, resulting in lower prices and margins which could have a material adverse effect on our business, financial condition and results of operations.

In addition, to competitors in lithography, we may face competition with respect to alternative technologies for the non-critical layers or for all layers. The failure to keep pace with Moore’s law, which postulates that the number of transistors on a chip doubles approximately every 18 to 24 months at equivalent marginal costs, or in the event the delivery of new technology is delayed, our customers may opt for other solutions in IC manufacturing as a substitute for purchasing our products.

Risks Related to ASML

The Number of Systems We Can Produce Is Limited by Our Dependence on a Limited Number of Suppliers of Key Components

We rely on outside vendors for the components and subassemblies used in our systems, each of which is obtained from a single supplier or a limited number of suppliers. Our reliance on a limited group of suppliers involves several risks, including a potential inability to obtain an adequate supply of required components and the risk of untimely delivery of these components and subassemblies.

The number of lithography systems we are able to produce is limited by the production capacity of Carl Zeiss SMT AG (“Zeiss”). Zeiss is our single supplier of lenses and other critical optical components. If Zeiss were unable to maintain and increase production levels or if we are unable to maintain our business relationship with Zeiss in the future we could be unable to fulfill orders, which could damage relationships with current and prospective customers and have a material adverse effect on our business, financial condition and results of operations. If Zeiss were to terminate its relationship with us or if Zeiss were unable to maintain production of lenses over a prolonged period, we would effectively cease to be able to conduct our business. See Item 4.B. “Business Overview – Manufacturing, Logistics and Suppliers”. In addition to Zeiss’ current position as our single supplier of lenses, the excimer laser illumination systems that provide the ultraviolet light source, used in our high resolution steppers and Step & Scan systems, and the extreme ultraviolet light source, used in our third-generation (NXE:3300B) EUV systems, are available from only a very limited number of suppliers.

Manufacturing some of these components and subassemblies that we use in our manufacturing processes is an extremely complex process and could result in delays by our suppliers. A prolonged inability to obtain adequate deliveries of components or subassemblies, or any other circumstance that requires us to seek alternative sources of supply, could significantly hinder our ability to deliver our products in a timely manner, which could damage relationships with current and prospective customers and have a material adverse effect on our business, financial condition and results of operations.

ASML ANNUAL REPORT 2012 6

A High Percentage of Net Sales Is Derived from a Few Customers

Historically, we have sold a substantial number of lithography systems to a limited number of customers. We expect customer concentration to increase because of continuing consolidation in the semiconductor manufacturing industry. Consequently, while the identity of our largest customers may vary from year to year, we expect sales to remain concentrated among relatively few customers in any particular year. In 2012, recognized sales to our largest customer accounted for EUR 1,236.1 million, or 26.1 percent of net sales, compared with EUR 1,311.7 million, or 23.2 percent of net sales, in 2011. The loss of any significant customer or any significant reduction in orders by a significant customer may have a material adverse effect on our business, financial condition and results of operations.

Additionally, as a result of our limited number of customers, credit risk on our receivables is concentrated. Our three largest customers (based on net sales) accounted for 58.9 percent of accounts receivable and finance receivables at December 31, 2012, compared with 35.5 percent at December 31, 2011. As a result, business failure or insolvency of one of our main customers may have a material adverse effect on our business, financial condition and results of operations.

We Derive Most of Our Revenues from the Sale of a Relatively Small Number of Systems

We derive most of our revenues from the sale of a relatively small number of lithography equipment systems (170 units in 2012 and 222 units in 2011), with an average selling price (“ASP”) in 2012 of EUR 22.4 million (EUR 24.8 million for new systems and EUR 7.6 million for used systems) and an ASP in 2011 of EUR 22.0 million (EUR 24.5 million for new systems and EUR 3.8 million for used systems). As a result, the timing of recognition of revenue from a small number of system sales may have a significant impact on our net sales and operating results for a particular reporting period. Specifically, the failure to receive anticipated orders, or delays in shipments near the end of a particular reporting period, due, for example, to:

• a downturn in the highly cyclical semiconductor industry;

• unanticipated shipment rescheduling;

• cancellation or order push-back by customers;

• unexpected manufacturing difficulties; and

• delays in deliveries by suppliers

may cause net sales in a particular reporting period to fall significantly below net sales in previous periods or below our expected net sales, and may have a material adverse effect on our results of operations for that period. In particular our published quarterly earnings may vary significantly from quarter to quarter and may vary in the future for the reasons discussed above.

The Pace of Introduction of Our New Products Is Accelerating and Is Accompanied by Potential Design and Production Delays and by Significant Costs

The development and initial production, installation and enhancement of the systems we produce is often accompanied by design and production delays and related costs of a nature typically associated with the introduction and transition to full-scale manufacturing of complex capital equipment. While we expect and plan for a corresponding learning-curve effect in our product development cycle, we cannot predict with precision the time and expense required to overcome these initial problems and to ensure full performance to specifications. Moreover, we anticipate that this learning-curve effect will continue to present increasingly difficult challenges with every new generation as a result of increasing technological complexity. In particular, the development of an EUV volume production system is dependent on, and subject to the successful implementation of, technology related to the light source and other technologies specific to EUV. There is a risk that we may not be able to introduce or bring to full-scale production new products as quickly as we anticipate in our product introduction plans, which could have a material adverse effect on our business, financial condition and results of operations.

For the market to accept technology enhancements, our customers, in many cases, must upgrade their existing technology capabilities. Such upgrades from established technology may not be available to our customers to enable volume production using our new technology enhancements. This could result in our customers not purchasing, or pushing back or canceling orders for our technology enhancements, which could negatively impact our business, financial condition and results of operations.

ASML ANNUAL REPORT 2012 7

Failure to Adequately Protect the Intellectual Property Rights Upon Which We Depend Could Harm Our Business

We rely on intellectual property rights such as patents, copyrights and trade secrets to protect our proprietary technology. However, we face the risk that such measures could prove to be inadequate because:

• intellectual property laws may not sufficiently support our proprietary rights or may change in the future in a manner adverse to us;

• patent rights may not be granted or construed as we expect;

• patents will expire which may result in key technology becoming widely available that may hurt our competitive position;

• the steps we take to prevent misappropriation or infringement of our proprietary rights may not be successful; and

• third parties may be able to develop or obtain patents for similar competing technology.

In addition, litigation may be necessary to enforce our intellectual property rights, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement. Any such litigation may result in substantial costs and diversion of management resources, and, if decided unfavorably to us, could have a material adverse effect on our business, financial condition and results of operations.

Defending Against Intellectual Property Claims Brought by Others Could Harm Our Business

In the course of our business, we are subject to claims by third parties alleging that our products or processes infringe upon their intellectual property rights. If successful, such claims could limit or prohibit us from developing our technology and manufacturing our products, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, our customers may be subject to claims of infringement from third parties, alleging that our products used by such customers in the manufacture of semiconductor products and/or the processes relating to the use of our products infringe one or more patents issued to such parties. If such claims were successful, we could be required to indemnify customers for some or all of any losses incurred or damages assessed against them as a result of such infringement, which could have a material adverse effect on our business, financial condition and results of operations.

We also may incur substantial licensing or settlement costs, which although potentially strengthening or expanding our intellectual property rights or limiting our exposure to intellectual property claims of third parties, may have a material adverse effect on our business, financial condition and results of operations.

From late 2001 through 2004, ASML was party to a series of civil litigations and administrative proceedings in which Nikon alleged ASML’s infringement of Nikon patents relating to lithography. ASML in turn filed claims against Nikon. Pursuant to agreements executed on December 10, 2004, ASML, Zeiss and Nikon agreed to settle all pending worldwide patent litigation between the companies. The settlement included an exchange of releases, a patent Cross-License agreement related to lithography equipment used to manufacture semiconductor devices (the “Nikon Cross-License Agreement”) and payments to Nikon by ASML and Zeiss. Beginning on January 1, 2015, the parties may bring suit for infringement of patents subject to the Nikon Cross-License Agreement, including any infringement that occurred during the Cross-License Transition Period. Damages related to claims for patent infringement occurring during the Cross-License Transition Period are limited to three percent of the net sales price of products utilizing patents that are valid and enforceable.

We Are Subject to Risks in Our International Operations

The majority of our sales are made to customers outside Europe. There are a number of risks inherent in doing business in some of those regions, including the following:

• potentially adverse tax consequences;

• unfavorable political or economic environments;

• unexpected legal or regulatory changes; and

• an inability to effectively protect intellectual property.

If we are unable to manage successfully the risks inherent in our international activities, our business, financial condition and results of operations could be materially and adversely affected.

In particular, 31.3 percent of our 2012 net sales and 20.3 percent of our 2011 net sales were derived from customers in Taiwan. Taiwan has a unique international political status. The People’s Republic of China asserts sovereignty over Taiwan and does not recognize the legitimacy of the Taiwanese government. Changes in relations between Taiwan and the People’s Republic of China, Taiwanese government policies and other factors affecting Taiwan’s political, economic or social environment could have a material adverse effect on our business, financial condition and results of operations.

ASML ANNUAL REPORT 2012 8

We Are Dependent on the Continued Operation of a Limited Number of Manufacturing Facilities

All of our manufacturing activities, including subassembly, final assembly and system testing, take place in clean room facilities in Veldhoven, the Netherlands, in Wilton, Connecticut, the United States and in Linkou, Taiwan. These facilities may be subject to disruption for a variety of reasons, including work stoppages, fire, energy shortages, flooding or other natural disasters. We cannot ensure that alternative production capacity would be available if a major disruption were to occur or that, if it were available, it could be obtained on favorable terms. Such a disruption could have a material adverse effect on our business, financial condition and results of operations. In addition, some of our key suppliers, including Zeiss, have a limited number of manufacturing facilities, the disruption of which may significantly and adversely affect our production capacity.

Because of Labor Laws and Practices, Any Workforce Reductions That We May Seek to Implement in Order to Reduce Costs Company-Wide May Be Delayed or Suspended

The semiconductor market is highly cyclical and as a consequence we may need to implement workforce reductions in case of a downturn, in order to adapt to such market changes. In accordance with labor laws and practices applicable in the jurisdictions in which we operate, a reduction of any significance may be subject to formal procedures that can delay or may result in the modification of our planned workforce reductions. For example, ASML Netherlands B.V., our operating subsidiary in the Netherlands, has a Works Council, as required by Dutch law. If the Works Council renders contrary advice in connection with a proposed workforce reduction in the Netherlands, but we nonetheless determine to proceed, we must temporarily suspend any action while the Works Council determines whether to appeal to the Enterprise Chamber of the Amsterdam Court of Appeal. This appeal process can cause a delay of several months and may require us to address any procedural inadequacies identified by the Court in the way we reached our decision. Such delays could impair our ability to reduce costs company-wide to levels comparable to those of our competitors. Also see Item 6.D “Employees”.

Fluctuations in Foreign Exchange Rates Could Harm Our Results of Operations

We are exposed to currency risks. We are particularly exposed to fluctuations in the exchange rates between the U.S. dollar, Japanese yen and the euro as we incur manufacturing costs for our systems predominantly in euros while portions of our net sales and cost of sales are denominated in U.S. dollars and Japanese yen.

In addition, a portion of our assets and liabilities and operating results are denominated in U.S. dollars, and a small portion of our assets, liabilities and operating results are denominated in currencies other than the euro and the U.S. dollar. Our consolidated financial statements are expressed in euros. Accordingly, our results of operations and assets and liabilities are exposed to fluctuations in exchange rates between the euro and various currencies. In general, our customers run their businesses in U.S. dollars and therefore a weakening of the U.S. dollar against the euro might impact the ability of our customers to purchase our products.

Furthermore, a strengthening of the euro particularly against the Japanese yen could further intensify price-based competition in those regions that account for the majority of our sales, resulting in lower prices and margins and a material adverse effect on our business, financial condition and results of operations.

See Item 5.A. “Operating Results – Foreign Exchange Management”.

We May Be Unable to Make Desirable Acquisitions or to Integrate Successfully Any Businesses We Acquire

Our future success may depend in part on the acquisition of businesses or technologies intended to complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. Our ability to complete such transactions may be hindered by a number of factors, including potential difficulties in obtaining government approvals.

Any acquisition that we do make would pose risks related to the integration of the new business or technology with our business. We cannot be certain that we will be able to achieve the benefits we expect from a particular acquisition or investment. Acquisitions may also strain our managerial and operational resources, as the challenge of managing new operations may divert our management from day-to-day operations of our existing business. Our business, financial condition and results of operations may be materially and adversely affected if we fail to coordinate our resources effectively to manage both our existing operations and any businesses we acquire.

We have entered into an agreement to acquire all of the outstanding shares of Cymer Inc. (“Cymer”). However the Cymer acquisition is subject to closing conditions, including review by U.S. and international regulators. Although closing is expected to occur within the first half of 2013, there is no assurance that the transaction will be completed within the expected time period or at all. If our acquisition of Cymer is not completed, we may need to develop EUV light source technology ourselves, which could lead to significant costs and delays in the introduction of EUV systems.

ASML ANNUAL REPORT 2012 9

We expect that the acquisition of Cymer will make EUV technology more efficient, prevent additional delays in the introduction of EUV technology, and simplify the supply chain of EUV modules. However, achieving the benefits of the acquisition will depend in part on the integration of our development organization, operations and employees with those of Cymer in a timely and efficient manner, so as to minimize the risk that the transaction will result in a delay in the development of EUV as result of the loss of key employees of Cymer or the diversion of the attention of management. There can be no assurance that Cymer will be successfully integrated in our business or that any of the anticipated benefits will be realized. Even if we are able to successfully integrate Cymer, there is no assurance that this transaction will result in successful development of our EUV technology.

Our Business and Future Success Depend on Our Ability to Attract and Retain a Sufficient Number of Adequately Educated and Skilled Employees

Our business and future success significantly depend upon our employees, including a large number of highly qualified professionals, as well as our ability to attract and retain employees. Competition for such personnel is intense, and we may not be able to continue to attract and retain such personnel. The EUV and 450mm R&D programs associated with the non-recurring research and development (“NRE”) commitments under the Customer Co-Investment Program will require a significant number of qualified employees. If we are unable to attract sufficient numbers of qualified employees, this could affect our ability to conduct our EUV and 450mm research programs on a timely basis, which could adversely affect our business, financial condition and results of operations.

In addition, the increasing complexity of our products results in a longer learning-curve for new and existing employees leading to an inability to decrease cycle times and may result in the incurrence of significant additional costs, which could adversely affect our business, financial condition and results of operations.

See Item 4.B. “Business Overview, Customer Co-Investment Program”.

Risks Related to Our Ordinary Shares

We May Not Declare Cash Dividends at All or in Any Particular Amounts in Any Given Year

We aim to pay an annual dividend that will be stable or growing over time. Annually, the Board of Management will, upon prior approval from the Supervisory Board, submit a proposal to the AGM with respect to the amount of dividend to be declared with respect to the prior year. The dividend proposal in any given year will be subject to the availability of distributable profits or retained earnings and may be affected by, among other factors, the Board of Management’s views on our potential future liquidity requirements, including for investments in production capacity, the funding of our research and development programs and for acquisition opportunities that may arise from time to time; and by future changes in applicable income tax and corporate laws. Accordingly, the Board of Management may decide to propose not to pay a dividend or pay a lower dividend with respect to any particular year in the future, which could have a negative effect on our share price.

The Price of Our Ordinary Shares is Volatile

The current market price of our ordinary shares may not be indicative of prices that will prevail in the future. In particular, the market price of our ordinary shares has in the past experienced significant fluctuation, including fluctuation that is unrelated to our performance. This fluctuation may continue in the future.

Restrictions on Shareholder Rights May Dilute Voting Power

Our Articles of Association provide that we are subject to the provisions of Dutch law applicable to large corporations, called “structuurregime”. These provisions have the effect of concentrating control over certain corporate decisions and transactions in the hands of our Supervisory Board. As a result, holders of ordinary shares may have more difficulty in protecting their interests in the face of actions by members of our Supervisory Board than if we were incorporated in the United States or another jurisdiction.

Our authorized share capital also includes a class of cumulative preference shares and we have granted “Stichting Preferente Aandelen ASML”, a Dutch foundation, an option to acquire, at their nominal value of EUR 0.09 per share, such cumulative preference shares. Exercise of the preference share option would effectively dilute the voting power of our outstanding ordinary shares by one-half, which may discourage or significantly impede a third party from acquiring a majority of our voting shares.

See Item 6.C. “Board Practices” and Item 10.B. “Memorandum and Articles of Association”.

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Participating Customers in our Customer Co-Investment Program Together Own a Significant Amount of our Ordinary Shares

In the Customer Co-Investment Program, Intel Corporation (“Intel”), Taiwan Semiconductor Manufacturing Company Ltd. (“TSMC”) and Samsung Electronics Corporation (“Samsung”) (collectively referred to as “participating customers”) through certain wholly-owned subsidiaries, acquired 15%, 5% and 3%, of our shares, respectively (such percentages give effect to our Synthetic Share Buyback in November 2012).

The interests of the participating customers may not always coincide with the interests of other holders of our shares. The shares acquired by the participating customers are held by Dutch foundations which have issued depositary receipts in respect thereof and the participating customers may only vote those shares in General Meetings in exceptional circumstances, including the authorization of certain significant share issuances and share repurchases, the approval of a significant change in the identity or nature of ASML or its business, any amendment to the Articles of Association that would materially affect the specific voting rights of Intel, TSMC and Samsung or that would cause a significant change in the identity or nature of ASML or its business, the dissolution of ASML, and any merger or demerger which would result in a material change in the identity or nature of ASML or its business. When such exceptional circumstances occur, the participating customers, and in particular Intel, will be able to influence matters requiring approval by the General Meeting and may vote their ordinary shares in a way with which other shareholders may not agree.

The participating customers have also agreed that they will not, without our prior written consent, transfer any of the ordinary shares they acquired in the Customer Co-Investment Program (or depositary receipts representing those shares) until two years and six months after the date they acquired such shares (September 12, 2012 for Intel and Samsung; October 31, 2012 for TSMC). Upon expiry of such period, the ordinary shares held by participating customers are freely transferable, subject to orderly market arrangements and certain other restrictions. Any sales of significant amounts of shares by participating customers in the program could have a negative effect on our share price.

See Item 4.B. “Business Overview, Customer Co-Investment Program”.

Item 4 Information on the Company

A. History and Development of the Company

We commenced business operations in 1984. ASM Lithography Holding N.V. was incorporated in the Netherlands on October 3, 1994 to serve as the holding company for our worldwide operations, which include operating subsidiaries in the Netherlands, the United States, Italy, France, Germany, the United Kingdom, Ireland, Belgium, Korea, Taiwan, Singapore, China (including Hong Kong), Japan, Malaysia and Israel. In 2001, we changed our name to ASML Holding N.V. Our registered office is located at De Run 6501, 5504 DR Veldhoven, the Netherlands, telephone number +31 40 268 3000.

From time to time, we pursue acquisitions of businesses that we believe will complement or enhance our core lithography business. These have included amongst others the acquisition of MaskTools division in 1999, Silicon Valley Group (“SVG”) in 2001, Brion Technologies, Inc. (“Brion”) in 2007 and the acquisition of Wijdeven Motion Holding B.V. and Wijdeven Motion B.V. (hereafter jointly referred to as “Wijdeven Motion”) in October 2012.

On October 16, 2012, we entered into a merger agreement (the “Merger Agreement”) with Cymer. Pursuant to the merger agreement, we will acquire each share of Cymer’s common stock for consideration per Cymer share of USD 20.00 in cash and ordinary shares of ASML equal to a fixed ratio of 1.1502 ASML ordinary shares per share of Cymer common stock. The Merger Agreement provides for the acquisition of all of the outstanding shares of Cymer by a wholly-owned subsidiary of ASML US Inc., an indirect wholly-owned subsidiary of ASML Holding N.V. Completion of the merger is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, however there is no assurance that the transaction will be completed within the expected time period or at all. See “Risk Factors, We May Be Unable to Make Desirable Acquisitions or to Integrate Any Businesses We Successfully Acquire”.

See Item 4.B. “Business overview, Research and development” and item 10.C. “Material Contracts, Cymer Merger” for more information on our agreements to acquire Cymer.

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Capital Expenditures and Divestures

Our capital expenditures (purchases of property, plant and equipment) for 2012, 2011 and 2010 amounted to EUR 171.9 million, EUR 300.9 million and EUR 128.7 million, respectively. Our capital expenditures in these years mainly related to (i) the construction of our production facilities in Veldhoven, the Netherlands, for our latest technologies such as EUV and an improved version of the TWINSCAN platform, (ii) information technology investments, and (iii) leasehold improvements to our facilities. Capital expenditures are primarily financed through cash provided by operating activities. Divestures, mainly consisting of machinery and equipment, amounted to EUR 2.3 million for 2012, EUR 3.4 million for 2011 and EUR 6.7  million for 2010. See Note 11 to our consolidated financial statements.

B. Business Overview

We are one of the world’s leading providers (measured in revenue) of lithography systems for the semiconductor industry, manufacturing complex machines that are critical to the production of integrated circuits or chips. Headquartered in Veldhoven, the Netherlands, ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML. ASML has approximately 8,500 employees on payroll (expressed in full time equivalents), serving chip manufacturers in more than 55 locations in 16 countries.

Our business model

Our business model is derived from our “Value of Ownership” concept which is based on the following principles:

• offering ongoing improvements in productivity, imaging and overlay by introducing advanced technology based on modular platforms and advanced applications outside the traditional lithography business, each resulting in lower costs or higher value per product for our customers;

• providing customer services that ensure rapid, efficient installation and superior support and training to optimize manufacturing processes of our customers and improve productivity;

• maintaining appropriate levels of R&D to offer the most advanced technology suitable for high-throughput and low-cost volume production at the earliest possible date enhancing/following Moore’s law;

• enhancing the capabilities of the installed base of our customers through ongoing field upgrades of key value drivers (productivity, imaging and overlay) based on further technology developments;

• reducing the cycle time between a customer’s order of a system and the use of that system in volume production;

• expanding operational flexibility in research and manufacturing by reinforcing strategic alliances with world class partners, including outsourcing companies;

• improving the reliability and uptime of our installed system base; and

• providing refurbishing services that effectively increase residual value by extending the life of equipment.

Market and Technology Overview

The chip-making business is focused on “shrink” or reducing the size of chip designs. The worldwide electronics and computer industries have experienced significant growth since the commercialization of ICs in the 1960s, largely due to the continual reduction in the cost per function performed by ICs. Improvement in the design and manufacture of ICs with higher circuit or “packing” densities has resulted in smaller and lower cost ICs capable of performing a greater number of functions at faster speeds and with reduced power consumption. We believe that these long-term trends will continue for the foreseeable future and will be accompanied by a continuing demand, subject to ongoing cyclical variation, for production equipment that can accurately produce advanced ICs in high volumes at the lowest possible cost. Lithography is used to print complex circuit patterns onto the wafers that are the primary raw material for ICs and is one of the most critical and expensive steps in their fabrication. It is therefore a significant focus of the IC industry’s demand for cost-efficient enhancements to production technology.

We primarily design, manufacture, market and service semiconductor processing equipment used in the fabrication of ICs. Our lithography equipment includes Step & Scan systems, which combine stepper technology with a photo-scanning method.

Our systems use a mask to achieve the required chip pattern. A mask is a flat, transparent quartz plate containing an opaque microscopic pattern: an image of the electronic circuitry for one layer of a chip. The mask is placed in a scanner where intense light passing through it projects the pattern, via a series of reducing lenses, onto part of the wafer. Before exposure, the wafer is coated with photo resist and positioned so that the projected pattern aligns with existing features on the wafer. After exposure and developing, the pattern left on the wafer surface is used to selectively process and build up the next layer.

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Customer Roadmaps

The four major customer sectors to which we sell our products are micro-processor manufacturers and Foundries (together “Logic”), NAND-Flash memory and DRAM memory chipmakers (together “Memory”).

Supported by their technology roadmaps, IC manufacturers continue to show interest in shrinking resolution as a means to lower manufacturing costs per unit or adding value through more functional integration. We believe that the leading IC manufacturers have plans to migrate their production capabilities in the foreseeable future to resolutions beyond 10 nanometer (“nm”), for which they will require state-of-the-art lithography equipment.

Products

We develop lithography systems and related products for the semiconductor industry and related patterning applications. Our product development strategy focuses on the development of product families based on a modular, upgradeable design.

Our older PAS 2500 and PAS 5000 lithography systems, which we no longer manufacture but continue to refurbish, are used for g-line and i-line processing of wafers up to 150 mm in diameter and are employed in manufacturing environments and in special applications for which design resolutions no more precise than 0.5 microns are required.

Our PAS 5500 product family comprises advanced wafer steppers and Step & Scan systems suitable for i-line, Krypton Fluoride (“KrF”) and Argon Fluoride (“ArF”) processing of wafers up to 200 mm in diameter and are employed in volume manufacturing to achieve design nodes requiring resolutions down to 90 nm.

We offer TWINSCAN systems, based on i-line, KrF and ArF processing of wafers up to 300 mm in diameter for manufacturing environments for which design resolutions down to 38 nm are required. The modular upgradeable design philosophy of the PAS 5500 product family has been further refined and applied in the design TWINSCAN. Introduced in 2000, the TWINSCAN platform, is the basis for our current and next-generation Step-and Scan systems, which are capable of extending shrink technology down to the 38 nm node and beyond.

We are one of the world’s leaders (measured in revenues) in the innovation of immersion technologies and we were the world’s first producer of dual-stage design TWINSCAN systems. Wafer measurement, including focus and alignment, is completed on the dry stage, while the imaging process, using water applied between the wafer and the lens, is completed on the wet stage. The dual-stage advantage of TWINSCAN immersion systems enables our customers to benefit from the process enhancements of immersion while continuing to use familiar and proven metrology technology.

Furthermore, we continuously develop and sell a range of product options and enhancements designed to increase productivity and improve imaging and overlay to optimize value of ownership over the entire life of our systems.

The NXE platform (“NXE”) is based on a new platform utilizing the concepts of the TWINSCAN platform. NXE extends the industry proven modularity of our TWINSCAN NXT system (“NXT”) with new innovative technologies to support EUV imaging in several system critical areas, including the EUV light source, the reflective mirror optical system and all encompassed within a vacuum system. NXE is targeted for production of ICs down to 16 nm and beyond. It is equipped with EUV light source technology, based upon tin plasma, producing light at a wavelength of 13.5 nm. In addition, the NXE system has an innovative optical technology utilizing reflective mirrors rather than the traditional refractive optics with a numerical aperture (“NA”) of 0.25 – 0.33. The light in NXE operates in a vacuum environment, through the entire optical train to wafer level. With the combination of these revolutionary technologies, EUV offers the potential to provide our customers a roadmap for future shrink, and we expect it to become the Lithography technology for the coming years. The success of EUV remains particularly dependent on light source (laser) availability and continuing related technical advances by us and our suppliers, as well as infrastructure developments in masks and photoresists. We are actively working with our suppliers to improve the availability and performance of the light source and to achieve these related technical advances.

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Cymer

We have agreed to acquire Cymer, subject to certain closing conditions. We believe that the acquisition of Cymer, if completed, will help us achieving our strategic objective of delivering an economically viable EUV scanner to semiconductor manufacturers as soon as reasonably possible. We believe that combining Cymer’s expertise in EUV light sources with our expertise in lithography systems design and integration will reduce the risks related to the successful development of and accelerate the introduction of EUV technology. Without the acquisition, we do not believe that Cymer would have sufficient resources to complete the development of the EUV source and as a result, the only way to make the EUV source development successful without additional delay is through the acquisition of Cymer. In addition we believe that the acquisition will allow us to more effectively partition responsibilities between Cymer, its suppliers and us with respect to EUV light source development, reducing risk and increasing development speed.

Completion of the merger is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, however there is no assurance that the transaction will be completed within the expected time period or at all. See “Risk Factors, We May Be Unable to Make Desirable Acquisitions or to Integrate Any Businesses We Successfully Acquire”.

See also Item 10.C “Material Contracts, Cymer Merger”.

Product Development

In 2003, we introduced the second-generation of TWINSCAN (“XT”) systems with a 50 percent reduction in the main production area occupied by our system.

In 2004, we shipped our first lithography systems based on immersion technology. These shipments marked the delivery of the industry’s first high productivity immersion scanners for mainstream production.

In 2006, we shipped the industry’s first EUV Alpha Demo Tools to two research institutions, which work closely with most of the world’s major IC manufacturers in developing manufacturing processes and materials.

Also in 2006, we started volume production of the TWINSCAN XT:1700i (“XT:1700i”), a 193 nm immersion scanner capable of imaging at the 45 nm node in volume production environments. With a catadioptric lens design, this system featured a NA of 1.2, substantially higher than that of its predecessor, the XT:1400, which had a NA of 0.93, exceeding the non-immersion barrier of 1.0. The XT:1700i has enabled chipmakers to improve resolution by 30 percent and has been employed in the development and manufacturing of the latest advanced generation of ICs.

The acquisition of Brion in 2007 enabled us to improve the implementation of optical proximity correction (“OPC”) technology and resolution enhancement techniques (“RET”) such as double patterning technology (“DPT”) and Source-Mask Optimization (“SMO”) for masks. These improvements are extending the practical resolution limits of our ArF immersion products. Brion’s computational lithography capabilities have enabled us to offer products that further improve the set-up and control of our lithography systems.

Our current computational lithography portfolio comprises both traditional products (such as RET/OPC/DPT/SMO), as well as solutions that directly interface with the numerous calibration controls in our scanner to optimize performance. Our computational lithography products capture detailed knowledge of scanner design and real performance, which enables them to accurately predict real-life manufacturing performance. These predictions are essential in addressing possible ramp-up and yield problems in advance, potentially avoiding months of delay in time-to-market for our customers. The same prediction capabilities allow our scanners to be optimally calibrated for improved performance in production, given specific chip designs or masks, thereby achieving improved yield.

Once a scanner is optimally set-up for a given application, we also offer scanner control solutions that ensure that the performance of the lithographic process remains optimal and stable throughout production. These scanner control solutions leverage the scanner controls to compensate for potential performance drifts in the scanner itself, as well as in other steps of the device manufacturing process, such as mask deterioration, resist coating fingerprints, etching fingerprints, or chemical-mechanical polishing fingerprints. To provide a total solution for scanner control we offer our own advanced wafer metrology system (“Yieldstar”).

In 2007, we began volume shipment of the XT:1900i, with a new industry benchmark of 1.35 NA, which is close to the practical limit for water-based immersion technology. This optical lithography system is capable of volume production of ICs down to 40 nm and below and is used for high volume IC manufacturing at multiple customers worldwide.

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In 2008, we partly discontinued research into optical maskless lithography due to the reduced market opportunity for this technology. Research studies on alternative technologies continue for both mask-based and maskless lithography.

In 2009, we started shipments of XT:1950i systems, the enhanced version of the XT:1900i, with improved throughput of 148 wafers per hour, resolution of 38 nm and a scheduled overlay of 4 nm. This system extended the performance, imaging and overlay specifications of the successful XT:1900i system.

In 2009, we announced Tachyon SMO, a new product that provides the industry with improved manufacturable imaging solutions and is a major advancement of our industry standard SMO technology, which was currently in use by leading logic and memory manufacturers.

In 2009, we introduced FlexRay™ programmable illumination and BaseLiner™ scanner matching technology. Together, they offer scanner stability optimization and stabilize manufacturing process windows.

Also in 2009, we announced an improved version of the TWINSCAN platform called NXT featuring new stage and position control technology, providing improved imaging and overlay performance for immersion. Initial shipments started in the third quarter of 2009 and volume production and shipments commenced in 2010. By the end of 2011, three TWINSCAN NXT systems with throughput of 200 wafers per hour had been shipped to customers.

In 2010, we shipped the first second-generation EUV system called NXE:3100, and five more were shipped in 2011. EUV will provide a large “process window” and much greater shrink compared with current approaches and we expect it to become the lithography solution for the next decade. The NXE:3100 combine a wavelength of 13.5 nm and an optical system with a NA of 0.25 to provide imaging at a resolution of 27 nm.

In 2011, we received 11 orders for the successor to the NXE:3100, the third-generation, high-volume EUV system (“NXE:3300B”). We expect to ship our first NXT:3300B in the second quarter of 2013 and we are targeting for a maximum of 11 potential shipments in 2013. The third-generation EUV systems combine a wavelength of 13.5 mm and an optical system with a numerical aperture of 0.33 to provide imaging at a resolution of 22 nm. The enhancements or extensions of the NXE:3300B enable the improved performance, in the same manner that upgrades to the NXT platform improve its productivity.

Also in 2012, we delivered TWINSCAN NXT:19X0 immersion systems which enable our customers to increase the productivity to more than 200 wafers per hour.

The table below outlines our current product portfolio of Stepper and Scanner Systems by resolution and wavelength.

ASML lithography product portfolio of Step & Scan Systems

System	Resolution	Wavelength	Lightsource	Numerical aperture
PAS 5500 SYSTEMS
PAS 5500/4X0	280 nm	365 nm	i-line	0.48-0.65
PAS 5500/750	130 nm	248 nm	KrF	0.50-0.70
PAS 5500/850	110 nm	248 nm	KrF	0.55-0.80
PAS 5500/1150	90 nm	193 nm	ArF	0.50-0.75
TWINSCAN SYSTEMS
TWINSCAN XT:400	350 nm	365 nm	i-line	0.48-0.65
TWINSCAN XT:450	220 nm	365 nm	i-line	0.48-0.65
TWINSCAN XT:8X0	110 nm	248 nm	KrF	0.55-0.80
TWINSCAN XT:1000	80 nm	248 nm	KrF	0.50-0.93
TWINSCAN XT:1450	65 nm	193 nm	ArF	0.65-0.93
TWINSCAN XT:1700 immersion	45 nm	193 nm	ArF	0.75-1.20
TWINSCAN XT:1900 immersion	40 nm	193 nm	ArF	0.85-1.35
TWINSCAN XT:1950 immersion	38 nm	193 nm	ArF	0.85-1.35
TWINSCAN NXT:19X0 immersion	38 nm	193 nm	ArF	0.85-1.35
EUV
NXE:3100	27 nm	13.5 nm	EUV	0.25
NXE:3300B	22 nm	13.5 nm	EUV	0.33

ASML ANNUAL REPORT 2012 15

The table above can be further explained by the following notes:

• This table does not include older (including pre-used) products sold on the PAS 2500, PAS 5000 and PAS 5500 platforms or system enhancements on steppers and scanners and other products (e.g. Yieldstar or computational lithography products).

• XT is a TWINSCAN system for 200 and 300 mm wafer sizes.

• Wavelength refers to the frequency of light going through projection lenses; the shorter the wavelength, the smaller the line-width and the finer the pattern on the IC.

• 1 nm is equal to one billionth of a meter.

• The X in the product number represents different models in the product portfolio within the same resolution. For example XT:8X0 can either represent XT:800 or XT:850.

• NXT is an improved version of the current TWINSCAN system, introducing new stages and stage position control technology, which enable improved imaging and overlay.

• NXE is a new platform utilizing the concepts of the TWINSCAN platform with complete new technologies in three areas: light source, lens system, and vacuum body.

We have been developing Yieldstar for overlay and critical dimension (CD) measurements by using scatterometry technology. Yieldstar scatterometry provides high accuracy and low cost wafer metrology data that can be used for further improving the NXT/NXE performance.

Sales, Customer Support and Customers

We support our customers with a broad range of applications, services, and technical support products to maintain and maximize the performance of our systems at customer sites. We also offer refurbished and remanufactured tools, system upgrades and enhancements, and technical training.

We market and sell our products through our direct sales force.

Our field sales, field engineers and applications, service and technical support specialists are located throughout Asia, the United States and Europe. We have established the ASML Center of Excellence (“ACE”) in Taiwan, Asia. The primary goal of ACE is to serve as a supplementary engine to propel ASML’s long-term growth. ACE features customer support, training, logistics, refurbishment, technology, application development and will also produce all Yieldstar systems. ACE also enables sourcing of selected equipment modules, components and services in the region. Finally, ACE is used as a training center to develop worldwide talent for our workforce.

Customers and Geographic Regions

In 2012, recognized sales to our largest customer accounted for EUR 1,236.1 million, or 26.1 percent of net sales, compared with EUR 1,311.7 million, or 23.2 percent of net sales, in 2011 (2010: EUR 1,270.8 million or 28.2 percent of net sales). We expect that sales to a limited number of customers will continue to account for a high percentage of our net sales in any particular period for the foreseeable future.

In 2012, we derived 70.7 percent of net sales from Asia, 23.9 percent from the United States and 5.4 percent from Europe (2011: Asia: 66.5 percent; US: 24.6 percent and Europe: 8.9 percent; 2010: Asia: 80.5 percent; US: 15.0 percent and Europe: 4.5 percent). See Note 20 to our consolidated financial statements.

Manufacturing, Logistics and Suppliers

Our business model is based on outsourcing production of a significant part of the components and modules that comprise our lithography systems, working in partnership with suppliers from all over the world. Our manufacturing activities comprise the subassembly and testing of certain modules and the final assembly and fine tuning/testing of a finished system from components and modules that are manufactured to our specifications by third parties and by us. All of our manufacturing activities (subassembly, final assembly and system fine tuning/testing) are performed in clean room facilities in Veldhoven, the Netherlands, in Wilton, Connecticut, the United States and in Linkou, Taiwan. We procure stepper and scanner system components and subassemblies from a single supplier or a limited group of suppliers in order to ensure overall quality and timeliness of delivery. We jointly operate a formal strategy with suppliers known as “value sourcing”, which is based on competitive performance in quality, logistics, technology and total cost. The essence of value sourcing is to maintain a supply base that is world class, globally competitive and globally present.

Our value sourcing strategy is based on the following strategic principles:

• maintaining long-term relationships with our suppliers;

• sharing risks and rewards with our suppliers;

• dual sourcing of knowledge, globally, together with our suppliers; and

• single, dual or multiple sourcing of products, where possible or required.

ASML ANNUAL REPORT 2012 16

Value sourcing is intended to align the performance of our suppliers with our requirements on quality, logistics, technology and total costs.

Zeiss is our sole external supplier of main optical systems and one of the suppliers of other components. In 2012, 28.0 percent of our aggregate cost of sales was purchased from Zeiss (2011: 28.7 percent; 2010: 31.4 percent).

Zeiss is highly dependent on its manufacturing and testing facilities in Oberkochen and Wetzlar, Germany, and its suppliers. Moreover, Zeiss has a finite capacity for production of lenses and optical components for our systems. The expansion of this production capacity may require significant lead-time. From time to time, the number of systems we have been able to produce has been limited by the capacity of Zeiss to provide us with lenses and optical components. However, in 2012 our production was not limited by the deliveries from Zeiss.

Our relationship with Zeiss is structured as a strategic alliance pursuant to several agreements executed in 1997 and subsequent years. These agreements define a framework in all areas of our business relationship. The partnership between ASML and Zeiss is focused on continuous improvement of operational excellence.

Pursuant to these agreements, ASML and Zeiss have agreed to continue their strategic alliance until either party provides at least three years’ notice of its intent to terminate.

In addition to Zeiss, we also rely on other outside vendors for the components and subassemblies used in our systems, each of which is obtained from a single supplier or a limited number of suppliers.

See also Item 3.D. “Risk Factors, The Number of Systems We Can Produce is Limited by Our Dependence on a Limited Number of Suppliers of Key Components”.

We have a flexible labor model with a mix of fixed and flexible contracted labor in its manufacturing and R&D facilities in Veldhoven, the Netherlands, and payroll employees compensated under a partly variable salary structure through ASML’s profit sharing plan. This reinforces our ability to adapt more quickly to semiconductor market cycles, including support for potential 24-hour, seven days-a-week production activities. By maximizing the flexibility of our technically skilled workforce, we can shorten lead-times: a key driver of added value for customers. Flexibility also reduces our working capital requirements.

Research and Development

The semiconductor manufacturing industry is subject to rapid technological changes and new product introductions and enhancements. We believe that continued and timely development and introduction of new and enhanced systems are essential for us to maintain our competitive position. As a result, we have historically devoted a significant portion of our financial resources to R&D programs, and we expect to continue to allocate significant resources to these efforts. In addition, we have established sophisticated development centers in the Netherlands, the United States and Asia. We are also involved in joint R&D programs with both public and private partnerships and consortiums, involving independent research centers, leading chip manufacturers and governmental programs. We aim to own or license our jointly developed technology and designs of critical components.

We apply for subsidy payments in connection with specific development projects under programs sponsored by the Dutch government, the European Union, the United States government and the Taiwanese government. These direct government grants are designed to stimulate high-risk research for the medium and long term future. R&D credits amounted to EUR 17.9 million in 2012, compared with EUR 25.1 million in 2011 and EUR 29.5 million in 2010.

Our innovative immersion lithography systems place a fluid between the wafer and a system’s projection lens to enhance focus and enable circuit line-width to shrink to smaller dimensions than what is possible with “dry” lithography systems. ASML pioneered this “wet” technology and has experienced strong demand for immersion-based systems, which have been adopted by most of our customers.

We have developed different immersion systems for different customer needs. We have optimized our TWINSCAN XT immersion systems for cost-effective imaging down to 38 nm and beyond patterning, and have developed a new dual wafer stage system called TWINSCAN NXT with improved positioning (“overlay”) and imaging. The TWINSCAN NXT platform enables next generations of semiconductors through the so-called double patterning technique which requires two exposures per layer on a chip, enabling precise imaging patterns and lines by using our TWINSCAN NXT planar wafer stage and breakthrough grid metrology.

Our customers optimize their scanner performance by taking into account the entire chip creation process, from design to volume manufacturing – we call this approach “holistic lithography”. We complement our scanner products with a rapidly expanding holistic lithography portfolio of software and metrology products to help our customers optimize

ASML ANNUAL REPORT 2012 17

semiconductor scanner performance, provide a faster start to chip production and achieve better imaging at higher resolutions. In 2012, the use of holistic lithography solutions continued to grow. Semiconductor manufacturers face increasingly smaller margins of error as they shrink chip features. Holistic lithography provides a way to shrink within these margins, offering significant revenue-generating and cost-saving opportunities to our customers.

In 2010, we achieved a major milestone with EUV lithography when we shipped our first second-generation (NXE:3100) system to a customer’s manufacturing site. In 2011 five additional EUV systems were shipped. These second generation-systems (NXE:3100) are used by our customers to develop their EUV manufacturing process before high-volume EUV systems will become available.

In 2011, we received 11 orders for the successor to the NXE:3100, the third-generation, high-volume EUV system. We expect to ship our first NXT:3300B in the second quarter of 2013 and we are targeting for a maximum of 11 potential shipments in 2013. The third-generation EUV systems combine a wavelength of 13.5 mm and an optical system with a numerical aperture of 0.33 to provide imaging at a resolution of 22 nm.

During 2012, our NXE:3100 pre-production systems have exposed a cumulative total of more than 30,000 wafers at customers sites, enabling successful recipe developments for the sub 14 nm Logic and 22 nm DRAM nodes. Imaging of the NXE:3300B continues to improve by showing results down to 14 nm. With respect to the EUV light source power, we have been able to show a stable full-field expose power of up to 40 Watts.

Also in 2012, we delivered TWINSCAN NXT:19X0 immersion systems which enable our customers to increase the productivity to more than 200 wafers per hour.

We invested EUR 589.1 million in R&D in 2012, compared with EUR 590.3 million in 2011 and EUR 523.4 million in 2010. We focused our R&D investments on EUV, immersion, and holistic lithography solutions and we accelerated our 450mm wafer size R&D investments, also as result of the Customer Co-Investment Program, announced July 9, 2012. See item 4.B. “Research and Development, Customer Co-Investment Program”.

Customer Co-Investment Program

On July 9, 2012, we announced our Customer Co-Investment program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. The participating customers agreed to fund EUR 1.38 billion of our research and development projects from 2013 through 2017. This program creates risk sharing with some of our largest customers while the results of ASML’s development programs will be available to every semiconductor manufacturer with no restrictions. The R&D funding program in the Customer Co-Investment Program consist of two funding projects: a 450mm technology development project and a next-generation EUV development project. ASML has entered into Non Recurring Engineering funding agreements with the participating customers.

In addition, the participating customers also agreed to invest in ordinary shares equal to an aggregate for all participating customers of 23% of ASML’s issued share capital (calculated giving effect to our Synthetic Share Buyback in November 2012) with the proceeds of the share issuance, EUR 3.85 billion, being returned to the holders of ordinary shares (excluding the participating customers) through a Synthetic Share Buyback, executed in November 2012.

See Item 10.C “Material Contracts, Customer Co-Investment Program”.

Cymer

We have agreed to acquire Cymer, subject to certain closing conditions. We believe that the acquisition of Cymer, if completed, will help us achieving our strategic objective of delivering an economically viable EUV scanner to semiconductor manufacturers as soon as reasonably possible. We believe that combining Cymer’s expertise in EUV light sources with our expertise in lithography systems design and integration will reduce the risks related to the successful development of and accelerate the introduction of, EUV technology. Without the acquisition, we do not believe that Cymer would have sufficient resources to complete the development of the EUV source and as a result, the only way to make the EUV source development successful without additional delay is through the acquisition of Cymer. In addition we believe that the acquisition will allow us to more effectively partition responsibilities between Cymer, its suppliers and us with respect to EUV light source development, reducing risk and increasing development speed.

Completion of the merger is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On February 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, however there is no assurance that the transaction will be completed within the expected time

ASML ANNUAL REPORT 2012 18

period or at all. See “Risk Factors, We May Be Unable to Make Desirable Acquisitions or to Integrate Any Businesses We Successfully Acquire”.

See also Item 10.C “Material Contracts, Cymer Merger”.

Intellectual Property

We rely on intellectual property rights such as patents, copyrights and trade secrets to protect our proprietary technology. We aim to obtain ownership rights on technology developed by or for us, alternatively, to have license rights in place with respect to such technology.

In 2007, ASML and Zeiss signed an agreement with Canon for the global cross-license of patents in their respective fields of semiconductor lithography and optical components, used to manufacture ICs. There was no transfer of technology and no payment was made among the parties.

From late 2001 through 2004, we were party to a series of civil litigations and administrative proceedings in which Nikon alleged ASML’s infringement of Nikon patents relating to lithography. ASML in turn filed claims against Nikon. Pursuant to agreements executed on December 10, 2004, ASML, Zeiss and Nikon agreed to settle all pending worldwide patent litigation between the companies. The settlement included an exchange of releases and a patent cross-license agreement related to lithography equipment used to manufacture semiconductor devices (the “Nikon Cross-License Agreement”) and payments to Nikon by ASML and Zeiss. In connection with the settlement, ASML and Zeiss made settlement payments to Nikon from 2004 to 2007. The license period for certain patents subject to the Nikon Cross-License Agreement, which were not perpetually licensed, ended on December 31, 2009. Pursuant to the terms of the Nikon Cross-License Agreement, the parties have agreed, from January 1, 2010 to December 31, 2014 (the “Cross-License Transition Period”), not to bring suit for claims related to infringement of those patents or for claims related to infringement of patents issued during the Cross-License Transition Period. However, under the terms of the Cross-License Agreement, beginning on January 1, 2015, the parties may bring suit for infringement of patents subject to the Nikon Cross-License Agreement, including any infringement that occurred during the Cross-License Transition Period. Damages related to claims for patent infringement occurring during the Cross-License Transition Period are limited to three percent of the net sales price of products utilizing patents that are valid and enforceable.

See Item 3.D. “Risk Factors, Failure to Adequately Protect the Intellectual Property Rights Upon Which We Depend Could Harm Our Business” and “Risk Factors, Defending Against Intellectual Property Claims Brought by Others Could Harm Our Business.”

Competition

The semiconductor equipment industry is highly competitive. The principal elements of competition in our market are:

• the technical performance characteristics of a lithography system;

• the value of ownership of that system based on its purchase price, maintenance costs, productivity, and customer service and support costs;

• the exchange rate of the euro particularly against the Japanese yen which results in varying prices and margins;

• the strength and breadth of our portfolio of patents and other intellectual property rights; and

• our customers’ desire to obtain lithography equipment from more than one supplier.

We believe that the market segment for lithography systems and the investments required to be a significant competitor in this market segment have resulted in increased competition for market share through the aggressive prosecution of patents. Our competitiveness will increasingly depend upon our ability to protect and defend our patents, as well as our ability to develop new and enhanced semiconductor equipment that is competitively priced and introduced on a timely basis.

Government Regulation

Our business is subject to direct and indirect regulation in each of the countries in which our customers or we do business. As a result, changes in various types of regulations could affect our business adversely. The implementation of new technological, safety or legal requirements could impact our products, or our manufacturing or distribution processes, and could affect the timing of product introductions, the cost of our production, and products as well as their commercial success. Moreover, environmental and other regulations that adversely affect the pricing of our products could adversely affect our financial condition and our results of operations. The impact of these changes in regulation could adversely affect our business even where the specific regulations do not directly apply to us or to our products.

ASML ANNUAL REPORT 2012 19

C. Organizational Structure

ASML Holding N.V. is a holding company that operates through its subsidiaries. Our major operating subsidiaries, each of which is a wholly-owned (direct or indirect) subsidiary, are ASML Netherlands B.V., ASML Systems B.V., ASML Hong Kong Limited and ASML US Inc.

See Exhibit 8.1 for a list of our main subsidiaries.

D. Property, Plant and Equipment

We lease a number of our facilities under operating leases. We also own a number of buildings, mainly consisting of production facilities in the Netherlands, United States and Taiwan. The book value of land, buildings and constructions owned amounted to EUR 659.8 million as of December 31, 2012 compared with EUR 586.3 million as of December 31, 2011. See Note 11 to our consolidated financial statements.

Subject to market conditions, we expect that our capital expenditures (purchases of property, plant and equipment) in 2013 will be approximately EUR 369.8 million (2012: EUR 171.9 million). These expenditures will mainly consist of investments used for the finalization of capacity expansion of EUV production facilities, which we plan to finalize by the end of 2014, and expansion of our facilities to support our 450mm activities. We expect to finance these capital expenditures through cash generated by operations and cash and cash equivalents.

Facilities in Europe

Our headquarters, main manufacturing facilities, applications laboratory and R&D facilities are located at a single site in Veldhoven, the Netherlands. This state-of-the-art facility includes 63 thousand square meter of office space and 42 thousand square meters of buildings used for manufacturing and R&D activities and 21 thousand square meters of warehouses. We lease the majority of these facilities through long-term operating leases that contain purchase options. Some of our office facilities at our headquarters in Veldhoven, the Netherlands, are financed through a special purpose vehicle that is a variable interest entity (“VIE”). We also lease several sales and service facilities at locations across Europe.

Facilities in the United States

Our United States head office is located in a 9 thousand square meter office building in Tempe, Arizona. We maintain lithography research, development and manufacturing operations in a 27 thousand square meter facility in Wilton, Connecticut, and a 5 thousand square meter facility in Santa Clara, California. We also lease several sales and service facilities at locations across the United States.

Facilities in Asia

Our Asian headquarters is located in a 425 square meter office space in Hong Kong, The People’s Republic of China. In addition, our ACE facility in Linkou, Taiwan comprises clean room (approximately 3 thousand square meters) and office space (approximately 6 thousand square meters). The ACE facility supports customers in the Asia-Pacific region by focusing on technology and applications development, equipment support, training, logistics and refurbishment. ACE also enables local sourcing of equipment, components, services and will produce all Yieldstar systems. Our facility in Korea comprises a clean room (approximately 700 square meters) and office space (approximately 6 thousand square meters). The purpose of this facility is to support a closer working relationship with our customers in Korea. We also lease and own several sales, service and training facilities at locations across Asia.

Item 4A Unresolved Staff Comments

Not applicable.

Item 5 Operating and Financial Review and Prospects

Executive Summary

Introduction

ASML is one of the world’s leading providers (measured in revenue) of lithography systems for the semiconductor industry, manufacturing complex machines that are critical to the production of ICs or chips. Headquartered in Veldhoven, the Netherlands, ASML is traded on NYSE Euronext Amsterdam and NASDAQ under the symbol ASML. As of December 31, 2012, we employed 8,497 payroll employees (2011: 7,955) and 2,139 temporary employees (2011: 1,935), measured in full-time equivalents. We provide services to our customers to optimize their manufacturing processes in more than 55 locations in 16 countries.

ASML ANNUAL REPORT 2012 20

In 2012, we generated net sales of EUR 4,731.5 million and income from operations of EUR 1,156.8 million, or 24.4 percent of net sales. Net income in 2012 amounted to EUR 1,146.3 million, or 24.2 percent of net sales, representing basic net income per ordinary share of EUR 2.70.

In the executive summary below we provide an update of the semiconductor equipment industry, followed by a discussion of our business strategy and our key performance indicators. All information disclosed in this section is provided as a supplement to, and should be read in conjunction with, our Financial Statements and the accompanying Notes to the Consolidated Financial Statements.

Semiconductor equipment industry

The chip-making business is focused on “shrink”, or reducing the size of chip designs. Historically the semiconductor industry has experienced significant growth largely due to the continual reduction of cost per function performed by ICs. Improvement in the design and manufacture of ICs with higher circuit densities resulted in smaller and cheaper ICs capable of performing a larger number of functions at higher speeds with lower power consumption. We believe that these long-term trends will continue for the foreseeable future and will be accompanied by a continuing demand for production equipment that is capable of accurate production of advanced ICs in high volumes at the lowest possible cost.

Lithography equipment is used to print complex circuit patterns onto silicon wafers, which are the primary raw materials for ICs. The printing process is one of the most critical and expensive steps in wafer fabrication. Lithography equipment is therefore a significant focus of the IC industry’s demand for cost-efficient enhancements to production technology.

The costs to develop new lithography equipment are high. Accordingly, the lithography equipment industry is characterized by the presence of only a few primary suppliers: ASML and Nikon, and (to a lesser degree) Canon. In 2012, ASML was one of the world’s leading providers of lithography equipment (measured in revenues).

Total lithography equipment shipped by the industry as a whole in the six years ended December 31, 2012, is set out in the following table:

Year ended December 31	2012		2011		2010		2009		2008		2007
Total units shipped1		270		376		304		128		344		604
Total value (in millions USD)1		6,451		8,186		6,416		2,485		5,388		7,144

1 Historical data and full-year 2012 estimates as reported by Gartner Dataquest in its fourth quarter 2012 report.

For the year 2012, the latest indications of independent market analysts show a decrease in total lithography equipment shipped to the market by the industry of 28.2 percent in unit volume and 21.2 percent in value. Our net sales decreased by 16.3 percent compared to 2011. Despite lower net sales during 2012, it was our second best year ever based on total net sales and profitability. During 2012, the majority of the system sales was generated from Logic.

Business strategy

The long-term growth of the semiconductor industry is the result of the principle that the power, cost and time required for every computation on a digital electronic device can be reduced by shrinking the size of transistors on chips. In 2012, chip makers routinely produced electronic chip features with geometries of 32 nanometers, compared to typical geometries of 10,000 nanometers in the early 1970s, resulting in an increase in the number of transistors on leading chips from several thousand to over two billion. This trend was first observed by Intel co-founder Gordon Moore in 1965, and is referred to as ‘Moore’s Law’. Moore’s Law has resulted in our information society with fast wired and wireless communications – built on affordable chips. Moore’s Law also has an impact on the energy usage of chips. Smaller geometries allow for much lower electrical currents to operate the chip. This has helped to contain the world’s energy consumption despite the proliferation of affordable computing. Using advanced semiconductors in industrial and consumer products often provides economic benefits, user-friendliness and increased safety. The technology revolution powered by semiconductors has brought many advantages: not only can information be more widely disseminated than ever before, affordable chip intelligence has also enabled industry and service sectors to create and distribute products and ideas at lightning speed.

Smarter, smaller and more energy-efficient chips are made with increasingly sophisticated lithography systems produced by ASML. Lithography systems are crucial to the roadmaps of chipmakers to make smaller transistors on chips. Our business strategy is based on maintaining and further developing our position as a technology leader in semiconductor lithography. When executed, this strategy results in the delivery of lithography systems which enable customers to

ASML ANNUAL REPORT 2012 21

produce highest performance and lowest cost chips. The superior value of ownership offered to customers as a result of our strategy also maximizes our own financial performance, aligning the interests of ASML and our customers.

Sustainability over the long term is essential in the relationship between ASML and its customers, because customers rely on us for their long-term roadmaps towards smarter and more energy efficient microchips.

Sustainability Strategy

Our customers want chip-making machines that produce more chips faster, using less energy and fewer natural resources, at a similar cost. They also want us, as their supplier, to operate according to the highest environmental, social and governance standards. Our sustainability strategy thus goes hand in hand with our business strategy, aimed at maintaining and further developing our position as a technology leader in the semiconductor industry.

ASML’s sustainability strategy focuses on four domains: sustainable operations, sustainable products, sustainable value chain and sustainable culture:

• Focusing on sustainable operations means we seek to reduce the environmental impact of both our manufacturing process and our research and development activities.

• Providing sustainable product means we continuously strive to make our chip-making machines more efficient, enabling our customers to reduce their energy and natural resources consumption per chip produced.

• Focusing on a sustainable value chain signifies our ambition to stimulate our suppliers to meet increasingly high sustainability standards and to enable our customers to positively influence their impact on environment and society.

• Focusing on a sustainable culture means we seek to provide a working environment that inspires our highly-skilled workforce and respects their cultural and individual differences. It also means we seek to make a positive contribution to the well-being of the communities in which we operate.

Sustainability Governance

In 2009, ASML decided to significantly strengthen its commitment in the area of sustainability by setting a number of stringent objectives to be reached by 2015. It is the mission of the Sustainability Board to monitor the realization of these objectives. The mandate given by the Board of Management to the Sustainability Board is to review and make recommendations on our sustainability management system and policies, authorize or recommend plans to the Board of Management, provide guidance to management on objectives and targets, monitor and provide guidance on sustainability performance and targets, monitor and oversee sustainability risk management review and monitor stakeholder relations, and review and make recommendations on sustainability impacts of major business decisions. The Sustainability Board also determines the scope, provides input, and recommends to the Board of Management adoption of the Sustainability Report.

In 2010, the Sustainability Board established the Corporate Sustainability department to coordinate the implementation of the overall sustainability strategy and policies on a day-to-day basis.

In 2011, senior management decided to expand the Sustainability Governance structure by nominating a ‘domain owner’ for each of the four strategic focus areas. Domain owners are responsible for coordinating the implementation of the sustainability goals in their respective domains.

In 2012, as result of the nomination of domain owners in 2011, the implementation of our sustainability strategy accelerated, leading to achievement of several of our targets earlier than anticipated.

Customer focus

Ensuring customers are served with the right products at the right time, supported by excellent service, is key to our commitment to a long-term relationship. With high-valued products, customers expect high-quality support customized to their specific requirements. This support includes service engineers, equipped with the latest technical information, to ensure the highest levels of system performance, as well as applications specialists who support optimal system processing and new product implementation.

ASML aims to deliver lithography systems with the lowest cost of ownership and highest earnings.

Customer satisfaction is a critical objective of ASML. We have account teams that are specifically dedicated to customer satisfaction throughout the lifecycle of our products.

Through 2012, all of the top 10 chip makers worldwide, in terms of semiconductor capital expenditure, were our customers. We also have a significant share of customers outside the top 10. We strive for continued business growth

ASML ANNUAL REPORT 2012 22

with all our customers. We expect customer concentration to increase because of continuing consolidation in the semiconductor manufacturing industry.

In 2012, our satisfaction ratings by customers surpassed every lithography competitor for the tenth successive year, according to VLSI Research, an independent industry research firm that surveyed customers representing 95.0 percent of the world’s total semiconductor market.

Technology leadership

Our customers need lithography scanners that continuously improve performance in three areas: resolution, speed and precision. The image of the electronic chip circuit must be extremely small (currently the smallest features have a size of less than 30 nm), the system must be able to image billions of these features every second and it must be able to do that with extreme precision of just a few nm (one nm is four silicon atoms). To realize and improve this system performance for our customers, ASML needs to deliver the right technology at the right time to meet long-term roadmaps which often extend many years into the future. Therefore, ASML is committed to significant long-term investments in R&D that are not significantly impacted by short-term cyclical swings. In 2012, our R&D investments (net of credits) amounted to EUR 589.1 million (2011: EUR 590.3 million; 2010: EUR 523.4 million). A significant part of this budget was used for R&D jointly developed with our suppliers and technology partners.

Our lithography scanners are based on our dual-stage wafer imaging platform – the TWINSCAN system – which we introduced in 2000 and which allows exposure of one wafer while simultaneously measuring the wafer which will be exposed next. Our strong leadership in this capability has allowed us to achieve the industry’s highest productivity, enabling reduced cost-per-exposure per wafer. Dual-stage lithography also supports the required accuracy to position electronic features on the wafer, as it allows for more time to measure the wafer prior to exposure. We are the only lithography manufacturer that enables volume production based on dual-stage systems.

In order to meet the resolution, speed and accuracy demands of our customers, we have focused our R&D investments on three core programs: EUV, Immersion and holistic lithography solutions.

Our innovative immersion lithography systems place a fluid between the wafer and a system’s projection lens to enhance focus and enable circuit line-width to shrink to smaller dimensions than what is possible with “dry” lithography systems. ASML pioneered this “wet” technology and has experienced strong demand for immersion-based systems, which have been adopted by most of our customers.

We have developed different immersion systems for different customer needs. We have optimized our TWINSCAN XT immersion systems for cost-effective imaging down to 38 nm and beyond patterning, and have developed a new dual wafer stage system called TWINSCAN NXT with improved positioning (“overlay”) and imaging. The TWINSCAN NXT platform enables next generations of semiconductors through the so-called double patterning technique which requires two exposures per layer on a chip, enabling precise imaging patterns and lines by using our TWINSCAN NXT planar wafer stage and breakthrough grid metrology.

In 2011, we shipped five second-generation (NXE:3100) EUV systems, in addition to one shipped in 2010. Our customers are using the NXE:3100 system to develop their EUV manufacturing processes before high-volume EUV systems will become available. As of December 31, 2011, we had received 11 orders for the successor to the NXE:3100, the third-generation (NXE:3300B) high-volume EUV systems. The NXE (EUV) system, utilizing an evolved TWINSCAN platform, enables our customers to extend their roadmap towards smaller chip features. EUV permits chip makers to expose a critical layer in just one single step – as opposed to double patterning which requires multiple steps. EUV also has a roadmap from the initial 27 nm resolution down to 16 nm and beyond. We have published a roadmap to develop a range of EUV models, offering the greatest extendibility at the lowest cost of ownership for the future of lithography.

During 2012, our NXE:3100 pre-production systems have exposed a cumulative total of more than 30,000 wafers at customers sites, enabling successful recipe developments for the sub 14-nm Logic and 22 nm DRAM nodes. Imaging of the NXE:3300B continues to improve by showing results down to 14 nm. With respect to the EUV light source power, we have been able to show a stable full-field expose power of up to 40 Watts.

On October 16, 2012, we agreed to acquire Cymer, subject to certain closing conditions. The acquisition of Cymer, if completed, will help us to achieving our strategic objective of delivering an economically viable EUV scanner to semiconductor manufacturers as soon as reasonably possible. We believe that combining Cymer’s expertise in EUV light sources with our expertise in lithography systems design and integration will reduce the risks related to the successful development of, and accelerate the introduction of, EUV technology.

ASML ANNUAL REPORT 2012 23

We complement our scanner products with a rapidly expanding holistic lithography portfolio of software and metrology products to help our customers optimize semiconductor scanner performance, provide a faster start to chip production and achieve better imaging at higher resolutions. In 2012 the use of holistic lithography solutions continued to grow. Semiconductor manufacturers face increasingly smaller margins of error as they shrink chip features. Holistic lithography provides a way to shrink within these margins, offering significant revenue-generating and cost-saving opportunities to our customers.

Operational excellence

We strive to sustain our business success based on our technological leadership by continuing to execute our fundamental operating strategy, including reducing lead-times while improving our cost competitiveness. Lead-time is the time from a customer’s order to a tool delivery.

Our business strategy includes outsourcing the manufacturing of the majority of components and subassemblies that make up our products. We work in partnership with suppliers, collaborating on quality, logistics, technology and total cost. By operating our strategy of value sourcing, we strive to attain flexibility and cost efficiencies from our suppliers through mutual commitment and shared risk and reward. Value sourcing also allows the flexibility to adapt to the cyclicality of the world market for semiconductor lithography systems.

We have a flexible labor model with a mix of fixed and flexible contracted labor in its manufacturing and R&D facilities in Veldhoven, the Netherlands, and payroll employees compensated under a partly variable salary structure through ASML’s profit sharing plan. This reinforces our ability to adapt more quickly to semiconductor market cycles, including support for potential 24-hour, seven days-a-week production activities. By maximizing the flexibility of our technically skilled workforce, we can shorten lead-times: a key driver of added value for customers. Flexibility also reduces our working capital requirements.

In view of the economic volatility of the semiconductor industry, we continue to strive improving efficiencies in our operations: addressing our cost structure and strengthening our capability to generate cash.

ASML ANNUAL REPORT 2012 24

ASML operations update on key performance indicators

The following table presents the key performance indicators used by our Board of Management and senior management to measure performance in our monthly operational review meetings.

Year ended December 31 (in millions)	2012 EUR	%2	20111 EUR	%2	2010 EUR	%2
Sales
Net sales	4,731.5		5,651.0		4,507.9
Increase (decrease) in net sales (%)	(16.3)		25.4		182.4
Net system sales	3,801.6		4,883.9		3,894.7
Net service and field option sales	929.9		767.1		613.2
Sales of systems (in units)	170		222		197
Average selling price of total system sales	22.4		22.0		19.8
Average selling price of new system sales	24.8		24.5		24.1
Average selling price of used system sales	7.6		3.8		4.4
Value of systems backlog excluding EUV 3,4	1,214.1		1,732.5		3,855.7
Systems backlog excluding EUV (in units) 3,4	46		71		157
Average selling price of systems backlog excluding EUV 3,4	26.4		24.4		24.6
Average selling price of systems backlog excluding EUV (New) 3,4	29.8		27.9		27.7
Average selling price of systems backlog excluding EUV (Used) 3,4	4.0		3.0		5.1
Immersion systems recognized (in units)5	72		101		95
NXE systems recognized (in units)6	1		3		-
Profitability
Gross profit	2,005.2	42.4	2,449.4	43.3	1,955.2	43.4
Income from operations	1,156.8	24.4	1,641.2	29.0	1,250.7	27.7
Net income	1,146.3	24.2	1,467.0	26.0	1,021.8	22.7
Liquidity
Cash and cash equivalents	1,767.6		2,731.8		1,949.8
Short-term investments	930.0		-		-
Operating cash flow	703.5		2,070.4		940.0

1 As of January 1, 2011, ASML adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively, and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

2 As a percentage of net sales.

3 Our systems backlog and net bookings include only orders for which written authorizations have been accepted and system shipment and revenue recognition dates within the following 12 months have been assigned.

4 From January 1, 2011, we value our net bookings and systems backlog at system sales value including factory options. Before January 1, 2011, we valued net bookings and systems backlog at full order value (i.e. including factory options, field options and services). The comparative figures for prior periods have not been adjusted because the impact on the comparative figures is insignificant (approximately EUR 20.0 million negative impact on backlog value as of December 31, 2010).

5 Included in the total number of immersion system recognized in 2012 are 68 of our most advanced immersion technology NXT:19X0i systems (2011: 78 and 2010: 34).

6 Through December 31, 2012 a total of six NXE:3100 systems had been shipped. Three of these systems were recognized in net system sales in 2011, one was recognized in 2012, one was shipped under the condition of an operating lease contract and one is shipped to a research institute.

Sales

For the longer term, and based on industry analysts IC unit growth forecasts, we expect our sales level to grow. Our sales levels depend on multiple growth drivers: macro-economic developments, technological developments, market development, market share development and a broadening of our product and services scope.

Net sales decreased by EUR 919.5 million, or 16.3 percent, to EUR 4,731.5 million in 2012 from EUR 5,651.0 million in 2011 (2010: EUR 4,507.9 million). The decrease in net sales mainly resulted from a decrease in net system sales of EUR 1,082.3 million, or 22.2 percent, to EUR 3,801.6 million in 2012 from EUR 4,883.9 million in 2011 (2010: EUR 3,894.7 million), partly offset by an increase in net service and field option sales of EUR 162.8 million or 21.2 percent to EUR 929.9 million in 2012 from EUR 767.1 million in 2011 (2010: EUR 613.2 million), mainly due the further expansion of Holistic Lithography, integrated metrology and feedback loops. The number of total systems sold decreased by 23.4 percent to 170 systems in 2012 from 222 systems in 2011 (2010:197), mainly caused by decreased demand in Memory, as its major driver, the PC business shrunk compared to 2011. During 2012, the majority of the system sales were generated from Logic.

The ASP of our systems in 2012 EUR 22.4 million is in line with 2011 EUR 22.0 million (2010: EUR 19.8 million).

We started 2012 with a systems backlog excluding EUV of 71 systems. In 2012, we booked orders for 148 systems, received order cancellations for 4 systems and recognized sales for 169 systems. This resulted in a systems backlog of 46 as of December 31, 2012.

ASML ANNUAL REPORT 2012 25

As of December 31, 2012, our systems backlog excluding EUV was valued at EUR 1,214.1 million and includes 46 systems with an ASP of EUR 26.4 million. As of December 31, 2011, the systems backlog was valued at EUR 1,732.5 million and included 71 systems with an ASP of EUR 24.4 million.

Profitability

Our general strategy is to achieve annual income from operations to net sales of 13.0 to 18.0 percent at the trough of the industry’s business cycle and 25.0 to 30.0 percent at the peak. However in exceptional circumstances, as evidenced by the financial and economic crisis in 2009, we could see periods with income from operations that are substantially below our minimum target level.

Income from operations decreased to EUR 1,156.8 million, or 24.4 percent of net sales, in 2012 from an income from operations of EUR 1,641.2 million, or 29.0 percent of net sales, in 2011 (2010: EUR 1,250.7 million, or 27.7 percent of net sales). The EUR 484.4 million decrease was mainly driven by the decrease of gross profit on the system sales of EUR 487.3 million.

Gross profit on sales decreased to EUR 2,005.2 million or 42.4 percent of net sales in 2012 from EUR 2,449.4 million or 43.3 percent of net sales in 2011 (2010: EUR 1,955.2 million or 43.4 percent of net sales). Lower gross profit was mainly driven by the decreased number of total systems sold. Gross profit as a percentage of net sales in 2012 decreased compared to 2011, mainly due to increased infrastructure and manufacturing cost, driven primarily by EUV production, lower utilization of our production capacity and higher cost incurred in relation to excess and obsolete inventory as result of technological developments and design changes.

R&D costs (net of credits) in 2012 (EUR 589.1 million) are in line with 2011 (EUR 590.3 million). R&D spending remained stable and mainly related to our strategic programs, in particular EUV, immersion and holistic lithography.

Selling, general and administrative (“SG&A”) costs increased by EUR 41.4 million, or 19.0 percent, to EUR 259.3 million in 2012, or 5.5 percent of net sales, from EUR 217.9 million in 2011, or 3.9 percent of net sales. The increase was mainly driven by transaction costs incurred of EUR 26.1 million related to the Customer Co-Investment Program and transaction costs related to the proposed acquisition of Cymer and costs to implement and support IT solutions of EUR 10.2 million.

The effective tax rate was 0.4 percent of income before income taxes in 2012, compared with 11.0 percent of income before income taxes in 2011. The change in the effective tax rate is mainly due to a release of our liability for unrecognized tax benefits of EUR 92.5 million after successful conclusion of tax audits in different jurisdictions which almost completely offsets the tax expenses, resulting in an income tax expense of EUR 4.3 million (2011: EUR 181.7 million).

Net income in 2012 amounted to EUR 1,146.3 million, or 24.2 percent of net sales, representing EUR 2.70 basic net income per ordinary share, compared with net income in 2011 of EUR 1,467.0 million, or 26.0 percent of net sales, representing EUR 3.45 basic net income per ordinary share (2010: EUR 1,021.8 million or 22.7 percent of net sales, representing EUR 2.35 basic net income per ordinary share).

Liquidity

ASML seeks to ensure that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents and short-term investments and its borrowing capability, will be sufficient to satisfy its liquidity requirements throughout every phase of the industry cycles.

Our cash and cash equivalents decreased to EUR 1,767.6 million as of December 31, 2012 from EUR 2,731.8 million as of December 31, 2011 and our short-term investments increased to EUR 930.0 million (2011: nil).

We generated net cash from operating activities of EUR 703.5 million in 2012. We used EUR 1,119.8 million for investing activities in 2012 primarily relating to our purchased short-term investments in Dutch Treasury Certificates and our deposits with the Dutch government. Net cash used in financing activities was EUR 545.6 million in 2012. In 2012 net cash used in financing activities includes the net cash outflow of EUR 3,728.3 million for the Synthetic Share Buyback, EUR 535.4 million for our regular share buyback programs and EUR 188.9 million for our annual dividend payment, to a large extent offset by the proceeds of EUR 3,853.9 million from issuance of shares under the Customer Co-Investment Program and EUR 53.8 million net proceeds from issuance of shares in connection with the exercise and purchase of employee stock options.

ASML ANNUAL REPORT 2012 26

The difference of EUR 125.6 million between the capital repayment of EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML’s treasury shares which was also part of the Synthetic Share Buyback in November 2012.

ASML’s available credit facility amounts to EUR 500.0 million. No amounts were drawn or outstanding under this facility during 2012 (2011: nil).

A. Operating Results

Critical accounting policies using significant estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet dates, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. We evaluate our estimates continually and we base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates if the assumptions prove incorrect. To the extent there are material differences between actual results and these estimates, our future results of operations could be materially and adversely affected. We believe that the accounting policies described below require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

Revenue recognition

ASML recognizes revenue when all four revenue recognition criteria are met: 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 is reasonably assured. This policy generally results in revenue recognition from the sale of a system upon delivery. The revenue from the installation of a system is generally recognized upon completion of that installation at the customer site. Each system undergoes, prior to shipment, a “Factory Acceptance Test” in our clean room facilities, effectively replicating the operating conditions that will be present on the customer’s site, in order to verify whether the system will meet its standard specifications and any additional technical and performance criteria agreed with the customer, if any. A system is shipped, and revenue is recognized, only after all contractual specifications are met and customer sign-off is received or waived. In case not all specifications are met and the remaining performance obligation is not essential to the functionality of the system but is substantive rather than inconsequential or perfunctory, a portion of the sales price is deferred. Although each system’s performance is re-tested upon installation at the customer’s site, we have never failed to successfully complete installation of a system at a customer’s premises.

In connection with the introduction of new technology, such as our second-generation EUV systems (NXE:3100), we initially defer revenue recognition until completion of installation and acceptance of the new technology based system at customer premises. As our systems are based largely on two product platforms that permit incremental, modular upgrades, the introduction of genuinely “new” technology occurs infrequently, and in the past 15 years, has occurred on only two occasions: 2010 (EUV) and 1999 (TWINSCAN).

We have no significant repurchase commitments in our general sales terms and conditions. From time to time the we repurchase systems that we have manufactured and sold and, following refurbishment, resell those systems to other customers. This repurchase decision is driven by market demand expressed by other customers and not by explicit or implicit contractual arrangements relating to the initial sale. We consider reasonable offers from any vendor, including customers, to repurchase used systems so that we can refurbish, resell, and install these systems as part of our normal business operations. Once repurchased, the repurchase price of the used system is recorded in work-in-process inventory during the period it is being refurbished, following which the refurbished system is reflected in finished products inventory until it is sold to the customer. As of December 31, 2012 and 2011, ASML had no repurchase commitments.

We offer customers discounts in the normal course of sales negotiations. These discounts are directly deducted from the gross sales price at the moment of revenue recognition. From time to time, we offer volume discounts to certain customers. In some instances these volume discounts can be used to purchase field options (system enhancements). The related amount is recorded as a reduction in revenue at time of shipment. From time to time, we offer free or discounted products or services (award credits) to our customers as part of a volume purchase agreement. The sales transaction that gives rise to these award credits is accounted for as a multiple element revenue transaction as the agreements involve the delivery of multiple products. The consideration received from the sales transaction is allocated between the award credits and the other elements of the sales transaction. The consideration allocated to the award credits is recognized as deferred revenue until award credits are delivered to the customer. The amount allocable to

ASML ANNUAL REPORT 2012 27

a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the non-contingent amount).

Revenues are recognized excluding the taxes levied on revenues (net basis).

In the event that an arrangement with a customer becomes onerous, we recognize a liability for the amount that the cost of settling the arrangement exceeds the amount of the contract price. When we satisfy the onerous arrangement, we derecognize the related liability.

Multiple element arrangements

The main portion of our revenue is derived from contractual arrangements with our customers that have multiple deliverables, which mainly include the sale of our systems, installation and training services and prepaid extended and enhanced (optic) warranty contracts. As of January 1, 2011, we have adopted ASU 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended the guidance on arrangements with multiple deliverables in ASC 605-25. The amended standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. We apply this accounting guidance prospectively to arrangements originating or materially modified on or after January 1, 2011. The implementation resulted in additional qualitative disclosures that are included below, but did not result in additional units of accounting and only had an insignificant impact on timing and allocation of revenues.

Each element in the arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by us. We consider a deliverable to have stand-alone value if the product or service is sold separately by us or another vendor or could be resold by the customer. Further, our revenue arrangements do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.

The hierarchy of evidence to determine a selling price in ASC 605-25 is as follows:

• Vendor-Specific Objective Evidence (“VSOE”) – the price at which we sell the element in a separate stand-alone transaction;

• Third-Party Evidence (“TPE”) – evidence from us or other companies of the value of a largely interchangeable element in a transaction;

• Best Estimate of Selling Price (“BESP”) – our best estimate of the selling price of an element in the transaction.

To determine the selling price in multiple elements arrangements, we establish VSOE of the selling price for installation and training services and prepaid extended and enhanced (optic) warranty contracts. VSOE is determined based on the prices that we charge for installation and comparable services (such as relocating a system to another customer site) and prepaid extended and enhanced (optic) warranty contracts on a stand-alone basis, which are subject to normal price negotiations. Revenue from installation and training services is recognized when the services are completed. Revenue from prepaid extended and enhanced (optic) warranty contracts is recognized over the term of the contract. When we are unable to establish the selling price using VSOE or TPE, we use BESP. The objective of using estimated selling price-based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine BESP considering several internal and external factors including, but not limited to, pricing practices, gross margin objectives, market conditions, competitive environment, internal costs and geographies. We review selling prices every reporting period and maintain internal controls over the establishment and updates of these estimates.

For arrangements entered into through December 31, 2010, we primarily recognized revenue based on the previous guidance of ASC 605-25. The revenue relating to the installation and training services and prepaid extended and enhanced (optic) warranty contracts was deferred at their fair value until delivery of these elements. When we were not able to determine the fair value for the system, but were able to determine the fair value for all other elements in the arrangement, revenue was allocated as the difference between the total arrangement consideration less the aggregate fair value of all other elements in the arrangement, and no revenue was recognized until all elements without fair value had been delivered.

ASML ANNUAL REPORT 2012 28

Warranty

We provide standard warranty coverage on our systems for 12 months and on certain optic parts for 60 months, providing labor and parts necessary to repair systems and optic parts during the warranty period. The estimated warranty costs are accounted for by accruing these costs for each system upon recognition of the system sale. The estimated warranty costs are based on historical product performance and field expenses. Based upon historical service records, we calculate the charge of average service hours and parts per system to determine the estimated warranty costs. On a semi-annual basis, we assess, and update if necessary, our accounting estimates used to calculate the standard warranty reserve based on the latest actual historical warranty costs and expected future warranty costs. The actual product performance and/or field expense profiles may differ, and in those cases we adjust our warranty reserves accordingly. Future warranty costs may exceed our estimates, which could lead to an increase in our cost of sales. In 2012, 2011 and 2010, any reassessments of the warranty reserve, and resulting change in accounting estimate, did not have a material effect on our consolidated statements of operations and per share amounts.

Evaluation of long-lived assets for impairment

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

Goodwill is tested for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. The test is based on a two-step approach for each reporting unit (being an operating segment or one level below an operating segment) in which goodwill has been recorded. First, recoverability is tested by comparing the carrying amount of the reporting unit including goodwill with the fair value of the reporting unit. If the carrying amount of the reporting unit is higher than the fair value of the reporting unit, the second step should be performed. Goodwill impairment is measured as the excess of the carrying amount of the goodwill over its implied fair value. The implied fair value of goodwill is determined by calculating the fair value of the various assets and liabilities included in the reporting unit in the same manner as goodwill is determined in a business combination.

Other intangible assets and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Other intangible assets and property, plant and equipment are tested for impairment based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the other intangible assets and property, plant and equipment with their fair value, being the sum of the related undiscounted future cash flows. Second, if the carrying amount of the other intangible assets and property, plant and equipment is higher than this fair value the assets are considered to be impaired. The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the asset.

In determining the fair value of a long-lived asset (other than goodwill), we make estimates about future cash flows. These estimates are based on our financial plan updated with the latest available projection of the semiconductor market conditions and our sales and cost expectations, which are consistent with the plans and estimates that we use to manage our business. We also make estimates and assumptions concerning Weighted Average Cost of Capital (“WACC”) and future inflation rates. It is possible that actual results may differ from our plans, estimates and assumptions, which may require impairment of certain long-lived assets. Future adverse changes in market conditions may also require impairment of certain long-lived assets, which could have a material adverse effect on our financial condition and results of operations.

Inventories

Inventories, including spare parts and lenses, are stated at the lower of cost (first-in, first-out method) or market value. Costs include net prices paid for materials purchased, charges for freight and customs duties, production labor cost and factory overhead. Allowances are made for slow moving, obsolete or unsellable inventory and are reviewed on a quarterly basis. Our methodology involves matching our on-hand and on-order inventory with our requirements based on the expected demand and resulting manufacturing forecast. In determining inventory allowances, we evaluate inventory in excess of our forecasted needs on both technological and economic criteria and make appropriate provisions to reflect the risk of obsolescence. This methodology is significantly affected by our forecasted needs for inventory. If actual requirements were to be lower than estimated, additional inventory allowances for excess or obsolete inventory may be required, which could have a material adverse effect on our business, financial condition and results of operations.

ASML ANNUAL REPORT 2012 29

Accounts receivable and finance receivables

A majority of our accounts receivable and finance receivables are derived from sales to a limited number of large multinational semiconductor manufacturers throughout the world. In order to monitor potential credit losses, we perform ongoing credit evaluations of our customers’ financial condition. Respective allowances for credit losses on both accounts receivable and finance receivables are maintained based upon management’s assessment of the expected collectability of all accounts receivable and finance receivables. The respective allowances for credit losses on accounts receivable and finance receivables are reviewed periodically to assess the adequacy of these allowances. In making this assessment, management takes into consideration (i) any circumstances of which we are aware regarding a customer’s inability to meet its financial obligations; and (ii) our judgments as to potential prevailing economic conditions in the industry and their potential impact on our customers. Where we deem it prudent to do so, we may require some form of credit enhancement, such as letters of credit, down payments and retention of ownership provisions in contracts, before shipping systems to certain customers, which are intended to recover the systems in the event a customer defaults on payment. We have not incurred any material accounts receivable or finance receivable credit losses during the past three years. A business failure of one of our main customers could result in a substantial credit loss in respect to amounts owed to us by that customer, which could adversely affect our business, financial condition and results of operations.

Income taxes

We operate in various tax jurisdictions in Europe, Asia, and the United States and must comply with the tax laws and regulations of each of these jurisdictions.

We use the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Furthermore tax assets are recognized for the tax effect of incurred net operating losses. If it is more likely than not that the carrying amounts of deferred tax assets will not be realized, a valuation allowance is recorded to reduce the carrying amounts of those assets.

We recognize the tax benefit from an uncertain tax position in accordance with ASC 740. ASC 740 also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our financial statements.

Results of Operations

The following discussion and analysis of results of operations should be viewed in the context of the risks that may interfere with our business objectives, described in Item 3.D. “Risk Factors”.

Set out below our consolidated statements of operations data for the three years ended December 31, 2012, 2011 and 2010:

Year ended December 31 (in millions)	2012 EUR	2011 EUR	1	2010 EUR
Total net sales	4,731.5	5,651.0		4,507.9
Cost of sales	2,726.3	3,201.6		2,552.7
Gross profit on sales	2,005.2	2,449.4		1,955.2
Research and development costs	589.1	590.3		523.4
Selling, general and administrative costs	259.3	217.9		181.1
Income from operations	1,156.8	1,641.2		1,250.7
Interest income (expense), net	(6.2)	7.4		(8.2)
Income before income taxes	1,150.6	1,648.6		1,242.5
Provision for income taxes	(4.3)	(181.6)		(220.7)
Net income	1,146.3	1,467.0		1,021.8

1 As of January 1, 2011, ASML adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

ASML ANNUAL REPORT 2012 30

Set out below are our consolidated statements of operations data for the three years ended December 31, 2012, 2011 and 2010 expressed as a percentage of our total net sales:

Year ended December 31 (as a percentage of net sales)	2012	2011	2010
Total net sales	100.0	100.0	100.0
Cost of sales	57.6	56.7	56.6
Gross profit on sales	42.4	43.3	43.4
Research and development costs	12.5	10.4	11.6
Selling, general and administrative costs	5.5	3.9	4.1
Income from operations	24.4	29.0	27.7
Interest income (expense), net	(0.1)	0.2	(0.1)
Income before income taxes	24.3	29.2	27.6
Provision for income taxes	(0.1)	(3.2)	(4.9)
Net income	24.2	26.0	22.7

ASML ANNUAL REPORT 2012 31

Results of operations 2012 compared with 2011

Net sales and gross profit

The following table shows a summary of net sales (revenue and units sold), gross profit and ASP data on an annual and semi-annual basis for the years 2012 and 2011.

	First half year	2012 Second half year	Full year	First half year	2011 Second half year	1	Full year
Net sales (EUR million)	2,479.6	2,251.9	4,731.5	2,981.6	2,669.4		5,651.0
Net system sales (EUR million)	2,034.8	1,766.8	3,801.6	2,618.0	2,265.9		4,883.9
Net service and field option sales (EUR million)	444.8	485.1	929.9	363.6	403.5		767.1
Total sales of systems (in units)	96	74	170	126	96		222
Total sales of new systems (in units)	89	57	146	114	81		195
Total sales of used systems (in units)	7	17	24	12	15		27
Gross profit as a percentage of net sales	42.5	42.2	42.4	44.9	41.6		43.3
ASP of system sales (EUR million)	21.2	23.9	22.4	20.8	23.6		22.0
ASP of new system sales (EUR million)	22.7	28.1	24.8	22.6	27.2		24.5
ASP of used system sales (EUR million)	2.4	9.7	7.6	3.5	4.0		3.8

1 As of January 1, 2011, ASML adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively, and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

Net sales decreased by EUR 919.5 million, or 16.3 percent, to EUR 4,731.5 million in 2012 from EUR 5,651.0 million in 2011 (2010: EUR 4,507.9 million). The decrease in net sales mainly resulted from a decrease in net system sales of EUR 1,082.3 million, or 22.2 percent, to EUR 3,801.6 million in 2012 from EUR 4,883.9 million in 2011 (2010: EUR 3,894.7 million), partly offset by an increase in net service and field option sales of EUR 162.8 million or 21.2 percent to EUR 929.9 million in 2012 from EUR 767.1 million in 2011 (2010: EUR 613.2 million), mainly due the further expansion of Holistic Lithography, integrated metrology and feedback loops. The number of total systems sold decreased by 23.4 percent to 170 systems in 2012 from 222 systems in 2011 (2010:197), mainly caused by decreased demand in Memory, as its major driver, the PC business shrunk compared to 2011. During 2012, the majority of the system sales were generated from Logic.

The ASP of our new systems in 2012 EUR 24.8 million is in line with 2011 EUR 24.5 million.

From time to time, we repurchase systems that we have manufactured and sold and, following factory-rebuild or refurbishment, resell those systems to other customers. This repurchase decision is mainly driven by market demand for capacity expressed by other customers and not by explicit or implicit contractual arrangements relating to the initial sale. The number of used systems sold in 2012 decreased to 24 from 27 in 2011. The ASP of our used systems increased by 100.0 percent to EUR 7.6 million in 2012 from EUR 3.8 million in 2011, which was the result of a shift in the mix of used systems sold toward more high-end system types.

Through 2012, all of the top 10 chipmakers worldwide, in terms of semiconductor capital expenditure, were our customers. In 2012, recognized sales to our largest customer accounted for EUR 1,236.1 million, or 26.1 percent of our net sales. In 2011, recognized sales to our largest customer accounted for EUR 1,311.7 million, or 23.2 percent of our net sales.

Gross profit on sales decreased to EUR 2,005.2 million or 42.4 percent of net sales in 2012 from EUR 2,449.4 million or 43.3 percent of net sales in 2011 (2010: EUR 1,955.2 million or 43.4 percent of net sales). Lower gross profit was mainly driven by the decreased number of total systems sold. Gross profit as a percentage of net sales in 2012 decreased compared to 2011, mainly due to increased infrastructure and manufacturing cost, driven primarily by EUV production, lower utilization of our production capacity and higher cost incurred in relation to excess and obsolete inventory as result of technological developments and design changes.

Research and development costs

R&D costs (net of credits) in 2012 (EUR 589.1 million) are in line with 2011 (EUR 590.3 million). R&D spending remained stable and mainly related to our strategic programs, in particular EUV, immersion and holistic lithography.

Selling, general and administrative costs

Selling, general and administrative (“SG&A”) costs increased by EUR 41.4 million, or 19.0 percent, to EUR 259.3 million in 2012, or 5.5 percent of net sales, from EUR 217.9 million in 2011, or 3.9 percent of net sales. The increase was mainly driven by transaction costs incurred of EUR 26.1 million related to the Customer Co-Investment Program and

ASML ANNUAL REPORT 2012 32

transaction costs related to the proposed acquisition of Cymer and costs to implement and support IT solutions of EUR 10.2 million.

Interest income (expense), net

Net interest expense in 2012 was EUR 6.2 million compared with a net interest income in 2011 of EUR 7.4 million. Interest income relates to interest earned on our cash and cash equivalents and short-term investments; interest income declined in 2012 due to a lower yield earned on cash and cash equivalents and short-term investments, and was more than offset by the interest expense on our outstanding debt.

Income taxes

The effective tax rate was 0.4 percent of income before income taxes in 2012, compared with 11.0 percent of income before income taxes in 2011. The change in the effective tax rate is mainly due to a release of our liability for unrecognized tax benefits of EUR 92.5 million after successful conclusion of tax audits in different jurisdictions which almost completely offsets the tax expenses, resulting in an income tax expense of EUR 4.3 million (2011: EUR 181.7 million).

ASML ANNUAL REPORT 2012 33

Results of operations 2011 compared with 2010

Net sales and gross profit

The following table shows a summary of net sales (revenue and units sold), gross profit on sales and ASP data on an annual and semi-annual basis for the years ended December 31, 2011 and 2010.

	First half year		2011 1 Second   half year		Full year		First half year		2010 Second half year		Full year
Net sales (EUR million)		2,981.6		2,669.4		5,651.0		1,810.5		2,697.4		4,507.9
Net system sales (EUR million)		2,618.0		2,265.9		4,883.9		1,554.6		2,340.1		3,894.7
Net service and field option sales (EUR million)		363.6		403.5		767.1		255.9		357.3		613.2
Total sales of systems (in units)		126		96		222		77		120		197
Total sales of new systems (in units)		114		81		195		58		96		154
Total sales of used systems (in units)		12		15		27		19		24		43
Gross profit as a percentage of net sales		44.9		41.6		43.3		41.9		44.4		43.4
ASP of system sales (EUR million)		20.8		23.6		22.0		20.2		19.5		19.8
ASP of new system sales (EUR million)		22.6		27.2		24.5		25.7		23.1		24.1
ASP of used system sales (EUR million)		3.5		4.0		3.8		3.4		5.2		4.4

1 As of January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

Net sales increased by EUR 1,143.1 million, or 25.4 percent to EUR 5,651.0 million in 2011 from EUR 4,507.9 million in 2010. The increase in net sales mainly resulted from an increase in net system sales of EUR 989.2 million, or 25.4 percent to EUR 4,883.9 million in 2011 from EUR 3,894.7 million in 2010. Net service and field option sales increased to EUR 767.1 million in 2011 from EUR 613.2 million in 2010. The number of total systems sold increased by 12.7 percent to 222 systems in 2011 from 197 systems in 2010. The increase in total net sales was caused by increased demand for lithography imaging systems required for all of the various chip layers: customers continued to invest in new leading-edge immersion technology as well as dry lithography tools in order to execute their strategic investments in new technology and capacity to meet demand. Sales were derived from all two major markets in which our customers operate, with Logic generating the majority of system sales and Memory generating the remainder.

The ASP of our systems increased by 11.1 percent to EUR 22.0 million in 2011 from EUR 19.8 million in 2010 (2009: EUR 16.8 million) resulting from a decrease in the number of used systems sold with relatively lower ASPs. The ASP of our new systems increased by 1.7 percent to EUR 24.5 million in 2011 from EUR 24.1 million in 2010 (2009: EUR 21.1 million), which was mainly driven by three NXE:3100 systems recognized with an ASP of EUR 39.8 million, partly offset by a change in product mix.

The number of used systems sold in 2011 decreased to 27 from 43 in 2010. The ASP of our used systems decreased by 13.6 percent to EUR 3.8 million in 2011 from EUR 4.4 million in 2010, which was the result of a shift in the mix of used systems sold toward more low-end system types.

Through 2011, all of the top 10 chipmakers worldwide, in terms of semiconductor capital expenditure, were our customers. In 2011, recognized sales to our largest customer accounted for EUR 1,311.7 million, or 23.2 percent of our net sales. In 2010, recognized sales to our three largest customers accounted for EUR 1,270.8 million, or 28.2 percent of our net sales.

Gross profit increased to EUR 2,449.4 million or 43.3 percent of net sales in 2011 from EUR 1,955.2 million or 43.4 percent of net sales in 2010 (2009: EUR 458.4 gross profit or 28.7 percent of net sales). The higher gross profit reflects increased demand for lithography imaging systems across all chip layers: customers continued to invest in new leading-edge immersion technology as well as dry lithography tools in order to execute their strategic investments both in new technology and in capacity to meet demand. Gross profit as a percentage of net sales in 2011 is approximately the same as the 2010 percentage, which is due to the following: 2011 net sales and cost of sales included three NXE:3100 systems which represented net sales of approximately EUR 120.0 million with zero gross profit at the time these were recognized as revenue. Our gross profit was negatively impacted by increased cost of sales incurred on all six NXE:3100 systems shipped to our customers as a result of significant costs due to the introduction of the EUV program. These effects had a negative impact on the 2011 gross profit as a percentage of net sales of 1.5 percent. In addition, manufacturing costs increased in 2011 compared to 2010 (mainly EUV related expenditures).

ASML ANNUAL REPORT 2012 34

Research and development costs

R&D costs (net of credits) increased by EUR 66.8 million, or 12.8 percent to EUR 590.3 million in 2011, or 10.4 percent of net sales, from EUR 523.4 million in 2010, or 11.6 percent of net sales. This increase reflected our acceleration of strategic investment in the development and enhancement of the next-generation TWINSCAN systems based on Immersion, EUV and holistic lithography solutions to extend these systems.

Selling, general and administrative costs

SG&A costs increased by EUR 36.9 million, or 20.4 percent, to EUR 217.9 million in 2011 as a result of both a higher sales level and increased costs to implement and support IT solutions and for improvement programs (relating mainly to employee development costs).

Interest income (expense), net

Net interest income in 2011 was EUR 7.4 million compared with a net interest expense in 2010 of EUR 8.2 million. Interest income relates to interest earned on our cash and cash equivalents and increased in 2011 mainly due to a significantly higher cash balance, which was only partly offset by net interest expense on our outstanding debt.

Income taxes

The effective tax rate was 11.0 percent of income before income taxes in 2011, compared with 17.8 percent of income before income taxes in 2010. This decrease is mainly caused by the fact that ASML reached agreement with the Dutch fiscal authorities regarding the application of the “Innovation Box” in December 2010, a facility under Dutch corporate tax law pursuant to which income associated with R&D is partially exempted from taxation. This tax ruling has retroactive effect to January 1, 2007 and is valid through December 31, 2016. Thereafter the validity of this ruling may be extended or this ruling may be adapted depending on a possible change of circumstances. For 2010, the beneficial impact of the Innovation Box was partially offset with the cumulative negative Innovation Box effects (previously called “Royalty Box”) incurred in The Netherlands during the period 2007-2009. In 2011, the Innovation Box effect is no longer offset by these prior year effects.

Foreign Exchange Management

See Item 3.D. “Risk Factors, Fluctuations in Foreign Exchange Rates Could Harm Our Results of Operations”, Item 11 “Quantitative and Qualitative Disclosures About Market Risk”, Note 1 and Note 3 to our consolidated financial statements.

New U.S. GAAP Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220)”. Under the ASU, an entity has the option to present comprehensive income in either one continuous statement or two consecutive financial statements. Under both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income (“OCI”) along with a total for OCI and a total amount for comprehensive income. The option under current guidance which permits the presentation of components of OCI as part of the statement of changes in shareholders’ equity has been eliminated. In December 2011, the FASB issued ASU 2011-12 which indefinitely defers certain provisions of ASU 2011-05, the main deferred provision relating to a requirement for entities to present reclassification adjustments out of accumulated OCI by component in both the statements in which net income is presented and the statement in which OCI in any period is presented. The ASU is effective for annual and interim periods beginning after December 15, 2011. We have early adopted this standard; adoption had no impact on our consolidated financial statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Under the new guidance, the entities must disclose both gross information and net information about both instruments and transactions eligible for offset on the balance sheet 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 netting arrangement. The new guidance will be effective for us beginning January 1, 2013. Other than requiring some additional disclosures, we do not anticipate material impacts on our consolidated financial statements upon adoption.

In July 2012, the FASB issued ASU No. 2012-02 “Testing Indefinite-Lived Intangible Assets for Impairment”. This ASU amends the guidance in ASC 350-30 on testing indefinite-lived intangible assets, other than goodwill, for impairment. The FASB issued the ASU in response to feedback on ASU 2011-08, which amended the goodwill impairment testing requirements by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step

ASML ANNUAL REPORT 2012 35

impairment test. The new guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The ASU 2012-02 will not have any effect on our consolidated financial statements.

In October 2012, the FASB issued ASU No. 2014-04 “Technical Corrections and Improvements”. This ASU makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments” to the FASB Accounting Standards Codification (the “Codification”). The new guidance will be effective for fiscal years beginning after December 15, 2012. We do not anticipate material impacts on our consolidated financial statements upon adoption.

B. Liquidity and Capital Resources

We generated net cash from operating activities of EUR 703.5 million, EUR 2,070.4 million and EUR 940.0 million in 2012, 2011 and 2010, respectively. Lower net cash provided by operating activities in 2012 compared to 2011 relates to decreased sales levels and decreased accrued and other liabilities mainly as a result of lower amounts of EUV down payments received in 2012. Higher net cash provided by operating activities in 2011 compared to 2010 was primarily related to increased sales levels and an increase in accrued and other liabilities mainly as a result of EUV down payments, partly offset by an increase of our working capital. This net increase in working capital mainly related to a decrease in accounts payable.

We used EUR 1,119.8 million for investing activities in 2012 and EUR 300.9 million in 2011 (2010: EUR 124.9 million). In 2012 our investing activities primarily related to our short-term investments in Dutch Treasury Certificates and deposits with the Dutch government of EUR 930.0 million and purchases of property, plant and equipment of EUR 171.9 million. In 2011 our investing activities mainly related to machinery and equipment, EUV and NXT production facilities in Veldhoven, the Netherlands, information technology and leasehold improvements to our facilities. In 2010 our investing activities were mainly related to machinery and equipment and the start of the second part of the EUV and NXT production facilities in Veldhoven, the Netherlands.

Net cash used in financing activities was EUR 545.6 million in 2012 compared with EUR 991.6 million in 2011 (2010: net cash provided by financing activities of EUR 92.7 million). In 2012 net cash used in financing activities includes the net cash outflow of EUR 3,728.3 million for the Synthetic Share Buyback, EUR 535.4 million for our regular share buyback programs and EUR 188.9 million for our annual dividend payment, to a large extent offset by the proceeds of EUR 3,853.9 million from issuance of shares under the Customer Co-Investment Program and EUR 53.8 million net proceeds from issuance of shares in connection with the exercise and purchase of employee stock options. In 2011 net cash used in financing activities included the cash outflow of EUR 700.5 million used in our regular share buyback program, our annual dividend payment of EUR 172.6 million and a repayment of deposits from our customers of EUR 150.0 million, partly offset by the net proceeds from issuance of shares in connection with the exercise and purchase of employee stock options of EUR 34.1 million. In 2010 net cash provided by financing activities included EUR 150.0 million cash inflow from deposits from customers and EUR 31.0 million cash inflow from the issuance of shares in connection with the exercise and purchase of employee stock options, partly offset by EUR 87.0 million cash outflow for our annual dividend payment.

Our principal sources of liquidity consist of cash flows from operations, cash and cash equivalents as of December 31, 2012 of EUR 1,767.6 million, short-term investments as of December 31, 2012 of EUR 930.0 million and available credit facilities as of December 31, 2012 of EUR 500.0 million. In addition, we may from time to time raise additional capital in debt and equity markets. Our goal is to remain an investment grade rated company and maintain a capital structure that supports this.

We invest our cash and cash equivalents and short-term investments in short-term deposits with high-rated financial institutions and the Dutch government, in Dutch Treasury Certificates and in AAAm-rated money market funds that invest in high-rated short-term debt securities of financial institutions and governments. Our investments are predominantly denominated in euros and partly in US dollars.

Our available credit facility consists of an EUR 500.0 million committed revolving credit facility from a group of banks that will mature in 2015. The credit facility contains a restrictive covenant that requires us to maintain a minimum committed capital to net total assets ratio of 40.0 percent calculated in accordance with contractually agreed definitions. In 2012, we were in compliance with the covenant and currently do not expect any difficulty in continuing to meet our covenant requirement. Outstanding amounts under this credit facility will bear interest at EURIBOR or LIBOR plus a margin that depends on our liquidity position. No amounts were outstanding under this credit facility at the end of 2012 and 2011.

We have repayment obligations in 2017, amounting to EUR 600.0 million, on our 5.75 percent senior notes due 2017 (“Eurobond”). The coupons on the Eurobond have been swapped to a floating rate thereby creating a partial fair value

ASML ANNUAL REPORT 2012 36

hedge of the floating rate cash flows which we receive from investments of our cash and cash equivalents and short-term investments.

Our liquidity needs are affected by many factors, some of which are based on the normal on-going operations of the business, and others that relate to the uncertainties of the global economy and the semiconductor industry. Although our cash requirements fluctuate based on the timing and extent of these factors, we believe that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents and short-term investments and our borrowing capability are sufficient to satisfy our current requirements, including our 2013 capital expenditures. We intend to return cash to our shareholders on a regular basis in the form of dividend payments and, subject to our actual and anticipated liquidity requirements and other relevant factors, share buybacks or capital repayment.

See Notes 3, 4, 14 and 15 to our consolidated financial statements for discussion of our counterparty risk management, our cash and cash equivalents and short-term investments, our long-term debt and credit lines and Notes 26 and 27 for information on dividend, share buybacks and capital repayments.

C. Research and Development, Patents and Licenses, etc

Research and Development

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

Intellectual Property Matters

See Item 3.D. “Risk Factors, Failure to Adequately Protect the Intellectual Property Rights Upon Which We depend Could Harm Our Business” and “Risk Factors, Defending Against Intellectual Property Claims by Others Could Harm Our Business” and Item 4.B. “Business Overview, Intellectual Property”.

D. Trend Information

The year 2012 was characterized by a decreased demand for lithography imaging systems. Customers mainly decreased their Memory capacity investments as the PC business shrunk compared to 2011. The majority of system sales was generated from Logic.

The following table sets forth our systems backlog, excluding EUV, as of December 31, 2012 and 2011.

Year ended December 31	2012	2011
New systems backlog excluding EUV (in units)	40	61
Used systems backlog excluding EUV (in units)	6	10
Total systems backlog excluding EUV (in units)	46	71
Value of new systems backlog excluding EUV (EUR million)	1,190.1	1,702.7
Value of used systems backlog excluding EUV (EUR million)	24.0	29.8
Total value of systems backlog excluding EUV (EUR million)	1,214.1	1,732.5
ASP of new systems backlog excluding EUV (EUR million)	29.8	27.9
ASP of used systems backlog excluding EUV (EUR million)	4.0	3.0
ASP of total systems backlog excluding EUV (EUR million)	26.4	24.4

Our systems backlog includes only orders for which written authorizations have been accepted and system shipment and revenue recognition dates within 12 months have been assigned. Historically, orders have been subject to cancellation or delay by the customer. Due to possible customer changes in delivery schedules and to cancellation of orders, our systems backlog at any particular date is not necessarily indicative of actual sales for any succeeding period.

We expect net sales for 2013 to be in line with 2012 supported by the strategic technology transition need for very lithography-intensive 14-20 nm foundry and logic nodes. These nodes will enable the next generation portable products, for which all semiconductor architecture leaders have designs pending and need initial capacity. In addition we will ship our first NXE:3300B EUV tool in the second quarter targeting for a maximum of 11 potential shipments in 2013.

For the first quarter of 2013, we expect net sales of about EUR 850 million, gross margin of about 38 percent, R&D costs of EUR 185 million, other income of EUR 16 million which consists of contributions from participants of the Customer Co-Investment Program and SG&A costs of EUR 63 million including EUR 6 million expenses related to the pending Cymer acquisition.

ASML ANNUAL REPORT 2012 37

In the fourth quarter of 2012, we announced the intended cash-and-stock acquisition of lithographic light source supplier Cymer. As part of the regulatory review process, clearance has been granted by the U.S. Committee on Foreign Investment in the United States (CFIUS) and German anti-trust authorities. Completion of the merger is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We continue to expect the transaction to close in the first half of 2013. See also Item 10.C “Material Contract, Cymer Merger”.

The trends discussed in this Item 5.D. “Trend information” are subject to risks and uncertainties. See “Part I – Special Note Regarding Forward Looking Statements”.

E. Off-Balance Sheet Arrangements

We have various contractual obligations, some of which are required to be recorded as liabilities in our consolidated financial statements, including long- and short-term debt. Other contractual obligations, namely operating lease commitments, purchase obligations and guarantees, are generally not required to be recognized as liabilities on our balance sheet but are required to be disclosed.

On October 16, 2012, we entered into a merger agreement with Cymer, a company engaged in the development, manufacturing and marketing of light sources for sale to customers who manufacture photolithography tools in the semiconductor equipment industry (the “Merger Agreement”), under which ASML will acquire all outstanding shares of common stock of Cymer for a consideration per Cymer share of Cymer common stock of USD 20.00 in cash and a fixed ratio of 1.1502 ASML Ordinary Shares). Completion of the merger is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, however there is no assurance that the transaction will be completed within the expected time period or at all. See “Risk Factors, We May Be Unable to Make Desirable Acquisitions or to Integrate Any Businesses We Successfully Acquire”. See also Item 10.C “Material Contracts, Cymer Merger”. On October 16, 2012, we also entered into an EUV source R&D cooperation agreement and an EUV source supply agreement with Cymer.

F. Tabular Disclosure of Contractual Obligations

Our contractual obligations as of December 31, 2012 can be summarized as follows:

Payments due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Long-Term Debt Obligations, including interest expense1		831,194		39,801		39,726		39,726		39,726		639,726		32,489
Operating Lease Obligations		98,827		32,195		22,267		17,192		13,465		5,265		8,443
Purchase Obligations		1,643,955		1,557,021		84,012		2,876		32		14		-
Unrecognized Tax Benefits, including interest expense		59,967		2,964		4,209		-		-		16,957		35,837
Total Contractual Obligations		2,633,943		1,631,981		150,214		59,794		53,223		661,962		76,769

1 See Note 14 for the amounts excluding interest expenses.

Long-term debt obligations mainly relate to interest payments and principal amount of the Eurobond. See Note 14 to our consolidated financial statements.

Operating lease obligations include leases of equipment and facilities. Lease payments recognized as an expense were EUR 41.6 million, EUR 40.6 million and EUR 37.9 million for the years ended December 31, 2012, 2011 and 2010, respectively.

ASML ANNUAL REPORT 2012 38

Several operating leases for our buildings contain purchase options, exercisable at the end of the lease, and in some cases, during the term of the lease. The amounts to be paid if ASML should exercise these purchase options at the end of the lease as of December 31, 2012 can be summarized as follows:

Purchase options due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Purchase options		22,982		-		8,999		-		13,983		-		-

Purchase obligations include purchase commitments with suppliers in the ordinary course of business. ASML expects that it will honor these purchase obligations to fulfill future sales, in line with the timing of those future sales. The general terms and conditions of the agreements relating to the major part of our purchase commitments as of December 31, 2012 contain clauses that enable us to delay or cancel delivery of ordered goods and services up to the dates specified in the corresponding purchase contracts. These terms and conditions that we had agreed with our supply chain partners gives us additional flexibility to adapt our purchase obligations to our requirements in light of the inherent cyclicality of the semiconductor equipment industry in which we operate. We establish a provision for cancellation fees when it is probable that the liability has been incurred and the amount of cancellation fees is reasonably estimable.

G. Safe Harbor

See Part I “Special Note Regarding Forward-Looking Statements”.

ASML ANNUAL REPORT 2012 39

Item 6 Directors, Senior Management and Employees

A. Directors and Senior Management

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

Name	Title	Year of Birth		Term Expires
Arthur P.M. van der Poel1,2,3	Chairman of the Supervisory Board		1948		2016
Jos W.B. Westerburgen2,4	Member of the Supervisory Board		1942		2013
Fritz W. Fröhlich1	Vice Chairman and Member of the Supervisory Board		1942		2014
Hendrika (leke) C.J. van den Burg4	Member of the Supervisory Board		1952		2013
OB Bilous2,3	Member of the Supervisory Board		1938		2014
William T. Siegle3	Member of the Supervisory Board		1939		2013
Pauline F.M. van der Meer Mohr4	Member of the Supervisory Board		1960		2013
Wolfgang H. Ziebart1,3,4	Member of the Supervisory Board		1950		2013
Eric Meurice	President, Chief Executive Officer and Chairman of the Board of Management		1956		2014 5
Peter T.F.M. Wennink	Executive Vice President, Chief Financial Officer and Member of the Board of Management		1957		N/A 6
Martin A. van den Brink	Executive Vice President, Chief Product and Technology Officer and Member of the Board of Management		1957		N/A 6
Frits J. van Hout	Executive Vice President, Chief Marketing Officer and Member of the Board of Management		1960		2013
Frédéric J.M. Schneider-Maunoury	Executive Vice President, Chief Operating Officer and Member of the Board of Management		1961		2014

1 Member of the Audit Committee.

2 Member of the Selection and Nomination Committee.

3 Member of the Technology and Strategy Committee.

4 Member of the Remuneration Committee.

5 Upon notification to the AGM held on April 25, 2012, ASML’s Supervisory Board extended Eric Meurice’s appointment term as President, Chief Executive Officer and Chairman of the Board of Management of ASML until the 2014 AGM, with the option to further extend the appointment term by another two years if both parties agree.

6 There are no specified terms for members of the Board of Management appointed prior to March 2004.

Messrs. Bilous and Fröhlich retired by rotation in 2012 and were reappointed for a maximum period of two years in line with the Supervisory Board’s profile. Mr. Van der Poel also retired by rotation and was reappointed for a maximum period of four years. No new Supervisory Board members were appointed in 2012.

There are no family relationships among the members of our Supervisory Board and Board of Management.

Since 2005, the Works Council of ASML Netherlands B.V. has an enhanced right to make recommendations for nomination of one-third of the members of the Supervisory Board, which recommendations may be rejected by the Supervisory Board in limited circumstances. See Item 6.C. “Board Practices, Supervisory Board”. At the 2005 General Meeting of Shareholders, Ms. Van den Burg was appointed pursuant to this recommendation right, and at the 2009 General Meeting of Shareholders she was reappointed in accordance with this recommendation right. At the 2009 General Meeting of Shareholders, Ms. Van der Meer Mohr was appointed pursuant to this recommendation right.

Director and Officer Biographies

Arthur P.M. van der Poel

Mr. Van der Poel was appointed to our Supervisory Board in March 2004 and was appointed as Chairman in 2007. Until 2001, he was the Chief Executive Officer of Philips Semiconductors. Mr. Van der Poel is a former member of the Board of Management (until April 2003) and a former member of the Group Management Committee of Royal Philips Electronics N.V. Mr. Van der Poel was a member of the Supervisory Board of PSV N.V. until June, 2012. He currently serves as a member of the Board of Directors of Gemalto Holding N.V. and as a member of the Supervisory Board of Royal HaskoningDHV B.V. and since October 2012, as member of the Supervisory Board of BDR Thermea.

Jos W.B. Westerburgen

Mr. Westerburgen was appointed to our Supervisory Board in March 2002. Mr. Westerburgen has extensive experience in the field of corporate law and tax. Mr. Westerburgen is former Company Secretary and Head of Tax of Unilever N.V. and Plc. Mr. Westerburgen served as Supervisory Board member of Unibail-Rodamco S.E. until 2010 and was Vice-Chairman of the Board of the Association of Aegon N.V. until April 2012.

ASML ANNUAL REPORT 2012 40

Fritz W. Fröhlich

Mr. Fröhlich was appointed to our Supervisory Board in March 2004. He is the former Deputy Chairman and Chief Financial Officer of Akzo Nobel N.V. Mr. Fröhlich is the Chairman of the Supervisory Board of Randstad Holding N.V. Mr. Fröhlich also serves as a member of the Supervisory Boards of Allianz Nederland N.V. and Rexel S.A. and as a member of the Board of Directors of Prysmian Group.

Hendrika (leke) C.J. van den Burg

Ms. Van den Burg was appointed to our Supervisory Board in March 2005. Ms. Van den Burg was a member of the European Parliament from 1999 until 2009. Currently she is a member of the Supervisory Board of APG Group N.V., serves as a member of the Dutch Monitoring Committee Corporate Governance Code, is chairperson of the Monitoring Foundation Dutch Insurance Companies (Stichting Toetsing Verzekeraars) and is a member of the Advisory Boards of the Dutch Data Protection Authority (College Bescherming Persoonsgegevens) and Dutch National Register of Supervisory Directors (Nationaal Register Commissarissen en Toezichthouders). Ms. Van den Burg also serves as a member of the Advisory Scientific Systemic Committee European Risk Board (ECB Frankfurt) and as a member of the Advisory Council International Affairs Commission Human Rights (Dutch Ministry Foreign Affairs).

OB Bilous

Mr. Bilous was appointed to our Supervisory Board in March 2005. From 1960 until 2000 Mr. Bilous held various management positions at IBM, including General Manager and Vice President Worldwide Manufacturing of IBM’s Microelectronics Division. Mr. Bilous also served on the Boards of SMST, ALTIS Semiconductor, Dominion Semiconductor and was chairman of the Board of Sematech from 2000 to 2009. Mr. Bilous currently serves as Board member of Nantero, Inc.

William T. Siegle

Mr. Siegle was appointed to our Supervisory Board in March 2007. From 1964 until 1990 Mr. Siegle held various technical, management and executive positions at IBM, including Director of the Advanced Technology Center. From 1990 until 2005 Mr. Siegle served as Senior Vice President and Chief Scientist at AMD, responsible for the development of technology platforms and manufacturing operations worldwide. He was also chairman of the Board of Directors of SRC, member of the Board of Directors of Sematech and Director of Etec, Inc. and DuPont Photomask, Inc. Currently, Mr. Siegle is a member of the Advisory Board of Acorn Technologies, Inc.

Pauline F.M. van der Meer Mohr

Ms. Van der Meer Mohr was appointed to our Supervisory Board in March 2009. As of January 1, 2010, Ms. Van der Meer Mohr serves as President of the Executive Board of the Erasmus University Rotterdam. Prior thereto she was managing partner of the Amstelbridge Group, Senior Executive Vice President at ABN AMRO Bank, Head of Group Human Resources at TNT N.V., and held several senior executive roles at the Royal/Dutch Shell Group of Companies in various areas. Currently, Ms. Van der Meer Mohr is a member of the Supervisory Boards of Royal DSM N.V. and Duisenberg School of Finance.

Wolfgang H. Ziebart

Mr. Ziebart was appointed to our Supervisory Board in March 2009. Until May 2008, he was President and Chief Executive Officer of Infineon Technologies A.G. Before Infineon, Mr. Ziebart was on the Boards of Management of car components manufacturer Continental A.G. and automobile producer BMW A.G. Mr. Ziebart is the chairman of the Supervisory Board of Nordex S.E. and of Novaled A.G. He also serves as member of the Board of Autoliv, Inc.

Eric Meurice

Mr. Meurice joined ASML on October 1, 2004 as President, Chief Executive Officer and Chairman of the Board of Management. Prior to joining ASML, and since March 2001, he was Executive Vice President of Thomson Television Worldwide. Between 1995 and 2001, Mr. Meurice served as Vice President for Dell Computer, where he ran the Western, Eastern Europe and Dell’s Emerging Markets business within EMEA. Before 1995, he gained extensive technology experience in the semiconductor industry at ITT Semiconductors Group and Intel Corporation, in the microcontroller group.

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Peter T.F.M. Wennink

Mr. Wennink joined ASML on January 1, 1999 and was appointed as Executive Vice President, Chief Financial Officer of ASML and member of our Board of Management on July 1, 1999. Mr. Wennink has an extensive background in finance and accounting. Prior to his employment with ASML, Mr. Wennink worked as a partner at Deloitte Accountants, specializing in the high technology industry with an emphasis on the semiconductor equipment industry. Mr. Wennink was a member of the Supervisory Board of PSV N.V. until June 30, 2012. Mr. Wennink is a member of the Dutch Institute of Registered Accountants. Mr. Wennink is currently a member of the Supervisory Board of Bank Insinger de Beaufort N.V.

Martin A. van den Brink

Mr. Van den Brink joined ASML when the company was founded in early 1984. He held several positions in engineering and from 1995 he served as Vice President Technology. Mr. Van den Brink was appointed as member of the Board of Management in 1999 and is currently ASML’s Executive Vice President and Chief Product & Technology Officer. Mr. Van den Brink has earned a degree in Electrical Engineering from HTS Arnhem (HAN University), and a degree in Physics (1984) from the University of Twente, the Netherlands. In 2012, he was awarded an honorary doctorate in physics by the University of Amsterdam.

Frits J. van Hout

Mr. Van Hout was appointed as Executive Vice President, Chief Marketing Officer and Member of our Board of Management in 2009. Mr. Van Hout was previously an ASML employee from its founding in 1984 to 1992, in various roles in engineering and sales. From 1998 to 2001, Mr. Van Hout served as Chief Executive Officer of the Beyeler Group, based in the Netherlands and Germany. After rejoining ASML in 2001, he served as Senior Vice President Customer Support and two Business Units. In 2008, Mr. Van Hout was appointed Executive Vice President Integral Efficiency.

Frédéric J.M. Schneider-Maunoury

Mr. Schneider-Maunoury joined ASML on December 1, 2009 as Executive Vice President and Chief Operations Officer and was appointed to ASML’s Board of Management on March 24, 2010. Before joining ASML, Mr. Schneider-Maunoury served as Vice President Thermal Products Manufacturing of the power generation and rail transport equipment group ALSTOM. Previously, he ran the worldwide Hydro Business of ALSTOM as general manager. Before joining ALSTOM in 1996, Mr. Schneider-Maunoury held various positions at the French Ministry of Trade and Industry.

B. Compensation

For details on Board of Management and Supervisory Board remuneration as well as benefits upon termination, see Note 21 to our consolidated financial statements.

ASML has not established in the past and does not intend to establish in the future any stock (option) or purchase plans or other equity compensation arrangements for the members of our Supervisory Board.

Bonus and Profit-sharing plans

For details of employee bonus and profit-sharing plans, see Note 17 to our consolidated financial statements.

Pension plans

For details of employee pension plans, see Note 17 to our consolidated financial statements.

C. Board Practices

General

We endorse the importance of good corporate governance, in which independent supervision, accountability and transparency are the most significant elements. Within the framework of corporate governance, it is important that a relationship of trust exists between the Board of Management, the Supervisory Board, our employees and our shareholders.

We pursue a policy of active communication with our shareholders. In addition to the exchange of ideas at the General Meeting of Shareholders, other important forms of communication include the publication of our annual and quarterly financial results as well as press releases and publications posted on our website.

ASML ANNUAL REPORT 2012 42

Our corporate governance structure is intended to:

• provide shareholders with regular, reliable, relevant and transparent information regarding our activities, structure, financial condition, performance and other information, including information on our social, ethical and environmental records and policies;

• apply high-quality standards for disclosure, accounting and auditing; and

• apply stringent rules with regard to insider securities trading.

Two-tier board structure

ASML is incorporated under Dutch law and has a two-tier board structure. Responsibility for the management of ASML lies with the Board of Management. Independent, non-executive members serve on the Supervisory Board, which supervises and advises the members of the Board of Management in performing their management tasks. The Board of Management has the duty to keep the Supervisory Board informed, consult with the Supervisory Board on important matters and submit certain important decisions to the Supervisory Board for its approval. The Supervisory Board is responsible for supervising, monitoring and advising the Board of Management on: (i) the achievement of ASML’s objectives, (ii) the corporate strategy and management of risks inherent to ASML’s business activities, (iii) the structure and operation of internal risk management and control systems, (iv) the financial reporting process and (v) compliance with applicable legislation and regulations.

Supervisory Board members are prohibited from serving as officers or employees of ASML, and members of the Board of Management cannot serve on the Supervisory Board.

Board of Management

The Board of Management consists of at least two members or such larger number of members as determined by the Supervisory Board. Members of the Board of Management are appointed by the Supervisory Board. The Supervisory Board must notify the General Meeting of Shareholders of the intended appointment of a member of the Board of Management. As a result of our compliance with the Dutch Corporate Governance Code, members of the Board of Management that are initially appointed in 2004 or later shall be appointed for a maximum period of four years, but may be re-appointed. Members of the Board of Management serve until the end of the term of their appointment, voluntary retirement, or suspension or dismissal by the Supervisory Board. In the case of dismissal, the Supervisory Board must first inform the General Meeting of Shareholders of the intended removal.

The Supervisory Board determines the remuneration of the individual members of the Board of Management, in line with the remuneration policy adopted by the General Meeting of Shareholders, upon a proposal of the Supervisory Board. ASML’s remuneration policy is included in the Remuneration Report.

For details of the terms of office of the current members of the Board of Management, see Item 6.A “Directors and Senior Management”. For details of the benefits provided to members of Board of Management upon termination, see Note 21 to our consolidated financial statements.

Supervisory Board

The Supervisory Board consists of at least three members or such larger number as determined by the Supervisory Board. The Supervisory Board prepares a profile in relation to its size and composition; ASML’s Supervisory Board profile is posted on ASML’s website.

Members of the Supervisory Board are appointed by the General Meeting of Shareholders from nominations of the Supervisory Board. Nominations must be reasoned and must be made available to the General Meeting of Shareholders and the Works Council simultaneously. Before the Supervisory Board presents its nominations, both the General Meeting of Shareholders and the Works Council may make recommendations (which the Supervisory Board may reject). In addition, the Works Council has an enhanced right to make recommendations for nomination of at least one-third of the members of the Supervisory Board, which recommendation may only be rejected by the Supervisory Board: (i) if the relevant person is unsuitable or (ii) if the Supervisory Board would not be duly composed if the recommended person were appointed as a Supervisory Board member. If no agreement can be reached between the Supervisory Board and the Works Council on these recommendations, the Supervisory Board may request the Enterprise Chamber of the Amsterdam Court to declare its objection legitimate. Any decision of the Enterprise Chamber on this matter is non-appealable.

Nominations of the Supervisory Board may be rejected by the General Meeting of Shareholders by an absolute majority of the votes representing at least one-third of the total outstanding capital. If the votes cast in favor of such resolution do not represent at least one-third of the total outstanding capital, a new meeting can be convened at which the

ASML ANNUAL REPORT 2012 43

nomination can be rejected by an absolute majority. If a nomination is rejected, the Supervisory Board must make a new nomination. If a nomination is not rejected and the General Meeting of Shareholders does not appoint the nominated person, the Supervisory Board will appoint the nominated person.

Members of the Supervisory Board serve for a maximum term of four years from the date of their appointment, or a shorter period as set out in the rotation schedule as adopted by the Supervisory Board. They may be re-appointed, provided that their entire term of office does not exceed twelve years. The General Meeting of Shareholders may, with an absolute majority of the votes representing at least one-third of the total outstanding capital, dismiss the Supervisory Board in its entirety for lack of confidence. In such event, the Enterprise Chamber of the Amsterdam Court shall appoint one or more members of the Supervisory Board at the request of the Board of Management.

Upon the proposal of the Supervisory Board, the General Meeting of Shareholders determines the remuneration of the members of the Supervisory Board. A member of the Supervisory Board may not be granted any shares or option rights by way of remuneration.

For details of the terms of office of the current members of the Supervisory Board, see Item 6.A “Directors and Senior Management”. For details of the benefits provided to members of Supervisory Board upon termination, see Note 21 to our consolidated financial statements.

Approval of Board of Management Decisions

The Board of Management requires prior approval of the General Meeting of Shareholders for resolutions concerning an important change in the identity or character of ASML or its business, including:

• a transfer of all or substantially all of the business of ASML to a third party;

• entering into or the termination of a long-term material joint venture between ASML and a third party; and

• an acquisition or divestment by ASML of an interest in the capital of a company with a value of at least one-third of ASML’s assets (determined by reference to ASML’s most recently adopted Statutory Annual Report).

Rules of Procedure

The Board of Management and the Supervisory Board have adopted Rules of Procedure for each of the Board of Management, Supervisory Board and the four Committees of the Supervisory Board. These Rules of Procedure are posted on ASML’s website.

Directors and Officers Insurance and Indemnification

Members of the Board of Management and Supervisory Board, as well as certain senior management members, are insured under ASML’s Directors and Officers Insurance Policy. Although the insurance policy provides for a wide coverage, our directors and officers may incur uninsured liabilities. ASML has agreed to indemnify its Board of Management and Supervisory Board against any claims arising in connection with their position as director and officer of ASML, provided that such claim is not attributable to willful misconduct or intentional recklessness of such officer or director.

Corporate Governance Developments

ASML continuously monitors and assesses applicable corporate governance rules, including recommendations and initiatives regarding principles of corporate governance. These include rules that have been promulgated in the United States both by The NASDAQ Stock Market LLC (“NASDAQ”) and by the SEC.

The Dutch Corporate Governance Code came into effect on January 1, 2004 and was amended as of January 1, 2009 (the “Code”). Dutch listed companies are required to either comply with the principles and the best practice provisions of the Code, or to explain on which points they deviate from these best practice provisions and why.

ASML reports on its compliance with the amended Code in its Statutory Annual Report for the year ended December 31, 2012.

ASML ANNUAL REPORT 2012 44

Committees of ASML’s Supervisory Board

While retaining overall responsibility, the Supervisory Board assigns certain of its tasks to its four committees: the Audit Committee, the Remuneration Committee, the Selection and Nomination Committee and the Technology and Strategy Committee. Members of these committees are appointed from among the Supervisory Board members.

The chairman of each committee reports to the Supervisory Board verbally and when deemed necessary in writing, the issues and items discussed in each meeting. In addition, the minutes of each committee are available to all members of the Supervisory Board, enabling the Supervisory Board to make the appropriate decisions.

Audit Committee

ASML’s Audit Committee is composed of three members of the Supervisory Board. The current members of our Audit Committee are Fritz Fröhlich (chairman), Arthur van der Poel and Wolfgang Ziebart, each of whom is an independent, non-executive member of our Supervisory Board. The Supervisory Board has determined that Fritz Fröhlich qualifies as the Audit Committee financial expert pursuant to Section 407 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. Our external auditor, our Chief Executive Officer, our Chief Financial Officer, our Senior Vice President Finance, our Corporate Chief Accountant, our Senior Director Corporate Risk and Assurance, as well as other ASML employees invited by the chairman of the Audit Committee may also attend the meetings of the Audit Committee.

The Audit Committee assists the Supervisory Board in:

• overseeing the integrity of our financial statements and related financial and non-financial disclosures;

• overseeing the qualifications, independence and performance of the external auditor; and

• overseeing the integrity of our systems of disclosure controls and procedures and the system of internal controls over financial reporting.

In 2012, the Audit Committee held nine scheduled meetings, either in person or via conference calls.

Remuneration Committee

ASML’s Remuneration Committee is currently composed of four members of the Supervisory Board. The current members of our Remuneration Committee are Jos Westerburgen (chairman), Ieke van den Burg, Pauline van der Meer Mohr and Wolfgang Ziebart. The Remuneration Committee is responsible for the preparation and implementation of the remuneration policy for the Board of Management.

The Remuneration Committee prepares and the Supervisory Board establishes ASML’s general compensation philosophy for members of the Board of Management, and oversees the development and implementation of compensation programs for members of the Board of Management. The Remuneration Committee reviews and proposes to the Supervisory Board corporate goals and objectives relevant to the compensation of members of the Board of Management. The Committee further evaluates the performance of members of the Board of Management in view of those goals and objectives, and makes recommendations to the Supervisory Board on the compensation levels of the members of the Board of Management based on this evaluation.

In proposing to the Supervisory Board the actual remuneration elements and levels applicable to the members of the Board of Management, the Remuneration Committee considers, among other factors, the remuneration policy, the desired levels of and emphasis on particular aspects of ASML’s short and long-term performance, as well as current compensation and benefits structures and levels benchmarked against relevant peers. External compensation survey data and, where necessary, external consultants are used to benchmark ASML’s remuneration levels and structures.

In 2012, the Remuneration Committee held seven scheduled meetings and several ad hoc meetings, either in person or via conference call.

ASML ANNUAL REPORT 2012 45

Selection and Nomination Committee

ASML’s Selection and Nomination Committee is composed of three members of the Supervisory Board. The current members of our Selection and Nomination Committee are Jos Westerburgen (chairman), Arthur van der Poel and OB Bilous.

The Selection and Nomination Committee assists the Supervisory Board in:

• preparing the selection criteria and appointment procedures for members of ASML’s Supervisory Board and Board of Management;

• periodically evaluating the scope and composition of the Board of Management and the Supervisory Board, and proposing the profile of the Supervisory Board in relation thereto;

• periodically evaluating the functioning of the Board of Management and the Supervisory Board and the individual members of those boards and reporting the results thereof to the Supervisory Board; and

• proposing (re-)appointments of members of the Board of Management and the Supervisory Board, and supervising the policy of the Board of Management in relation to the selection and appointment criteria for senior management.

In 2012, the Selection and Nomination Committee held four scheduled meetings and several ad hoc meetings, either in person or by conference call.

Technology and Strategy Committee

ASML’s Technology and Strategy Committee is composed of four members of the Supervisory Board. The current members of our Technology and Strategy Committee are William Siegle (chairman), Arthur van der Poel, OB Bilous and Wolfgang Ziebart. In addition, the Technology and Strategy Committee may appoint one or more advisors from within and/or from outside ASML. The advisors to the Technology and Strategy Committee may be invited as guests to the meetings, or parts thereof, of the Committee, but are not entitled to vote in the meetings.

The Technology and Strategy Committee assists the Supervisory Board in relation to the following responsibilities and may prepare resolutions of the Supervisory Board related thereto:

• familiarization with and risk assessment and study of potential strategies, required technical resources, technology roadmaps and product roadmaps; and

• providing advice to the Supervisory Board with respect to matters related thereto.

In 2012, the Technology and Strategy Committee held five meetings, either in person or by conference call.

Disclosure Committee

ASML has a Disclosure Committee to ensure compliance with applicable disclosure requirements arising under US and Dutch law and applicable stock exchange rules. The Disclosure Committee is composed of various members of senior management, and reports to the Chief Executive Officer and Chief Financial Officer. The Disclosure Committee informs the Audit Committee about the outcome of the Disclosure Committee meetings. Furthermore, members of the Disclosure Committee are in close contact with our external legal counsel and our external auditor.

The Disclosure Committee gathers all relevant financial and non-financial information and assesses materiality, timeliness and necessity for disclosure of such information. In addition the Disclosure Committee assists the Chief Executive Officer and Chief Financial Officer in the maintenance and evaluation of disclosure controls and procedures.

During 2012, the Disclosure Committee reviewed the quarterly financial result announcements, Statutory Interim Report, the Annual Report on Form 20-F and the Statutory Annual Report, the Form F-4 registration filed with the SEC in connection with our merger agreement with Cymer and the prospectus filed with the Dutch AFM in connection with the shares issued to participating customers in our Customer Co-Investment Program both including the audited consolidated financial statements and other public announcements containing financial information. They also advise the Chief Executive Officer and Chief Financial Officer on the assessment of ASML’s disclosure controls and procedures and on the assessment of ASML’s internal controls over financial reporting.

ASML ANNUAL REPORT 2012 46

D. Employees

The following table presents our total numbers of payroll employees and temporary employees as of December 31, 2012, 2011 and 2010 (in FTEs), primarily in manufacturing, product development and customer support activities:

As of December 31		2012		2011		2010
	Payroll Employees		8,497		7,955		7,184
	Temporary Employees		2,139		1,935		2,061
	Employees (in FTEs)		10,636		9,890		9,245

During 2012, the average number of payroll employees in FTEs employed was 8,140, and the average number of temporary employees in FTE’s employed was 1,934.

For a more detailed description of payroll employee information, including a breakdown of our employees in FTEs by sector, see Notes 17 and 22 to our consolidated financial statements. We rely on our ability to vary the number of temporary employees to respond to fluctuating market demand for our products.

Our future success will depend on our ability to attract, train, retain and motivate highly qualified, skilled and educated employees, who are in great demand. We are particularly reliant for our continued success on the services of several key employees, including a number of systems development specialists with advanced university qualifications in engineering, optics and computing. See Item 3.D. “Risk Factors, Our Business and Future Success Depend on Our Ability to Attract and Retain a Sufficient Number of Adequately Educated and Skilled Employees.”

ASML Netherlands B.V., our operating subsidiary in the Netherlands, has a Works Council, as required by Dutch law. A Works Council is a representative body of the employees of a Dutch company elected by the employees. The Board of Management of any Dutch company that runs an enterprise with a Works Council must seek the non-binding advice of the Works Council before taking certain decisions with respect to ASML, such as those related to a major restructuring, a change of control, or the appointment or dismissal of a member of the Board of Management. In case the Works Council renders a contrary advice on a particular decision and the Board of Management nonetheless wishes to proceed, the Board of Management must temporarily suspend any further action while the Works Council determines whether to appeal to the Enterprise Chamber of the Amsterdam Court of Appeal. Other decisions directly involving employment matters that apply either to all employees, or certain groups of employees, may only be taken with the Works Council’s approval. Failing approval of the Works Council, the decision first has to be submitted to the Enterprise Chamber for mediation. If no resolution has been reached, the decision can only be taken by with the approval of the Dutch District Court.

E. Share Ownership

Information with respect to share ownership of members of our Supervisory Board and Board of Management is included in Item 7A “Major Shareholders” and Note 21 to our consolidated financial statements. Information with respect to the grant of shares and stock options to employees is included in Note 17 to our consolidated financial statements.

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Item 7 Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth the total number of ordinary shares owned by each shareholder whose beneficial ownership of ordinary shares is at least 5.0 percent of the ordinary shares issued and outstanding, as well as the ordinary shares (including options) owned by members of the Board of Management (which includes those persons specified in Item 6 “Directors, Senior Management and Employees”), as a group, as of December 31, 2012. The information set out below is solely based on public filings with the SEC and AFM (Autoriteit Financiele Markten; the Netherlands Authority for the Financial Markets) as through February 6, 2013.

Identity of Person or Group	Shares Owned		Percent of Class7
Capital Group International, Inc 1		51,453,097		12.64%
FMR LLC 2		36,311,008		8.92%
Stichting Administratiekantoor MAKTSJAB/Intel 3		62,977,877		15.47%
Stichting Administratiekantoor TSMC/TSMC 3		20,992,625		5.16%
BlackRock Inc 4		22,878,489		5.62%
Members of ASML’s Board of Management, as a group (5 persons) 5,6		101,657		0.02%

1 As reported to the Dutch Authority for the Financial Markets on September 3, 2012, Capital Group International, Inc. has voting rights related to 51,453,097 shares of our ordinary shares but does not have ownership rights related to those shares. In addition, Capital Research & Management Company (“CRMC”), which we believe to be an affiliate of Capital Group International, Inc., reported to the Dutch Authority for the Financial Markets on August 2, 2011, that it holds voting rights related to 44,579,832 shares of our ordinary shares. Capital World Investors reported on a Schedule 13-G/A filed with the Commission on February 10, 2012 that it is the beneficial owner of 41,253,546 shares of our ordinary shares as a result of its affiliation with CRMC.

2 Based solely on the Schedule 13-G/A filed by FMR LLC with the Commission on February 14, 2012.

3 Stichting Administratiekantoor MAKTSJAB and Stichting Administratiekantoor TSMC own the stated percentage of ordinary shares and have simultaneously issued corresponding depository receipts to Intel respectively TSMC.

4 Based solely on the Schedule 13G filed by BlackRock Inc. with the Commission on January 30, 2013.

5 Does not include unvested shares and shares underlying options granted to members of ASML’s Board of Management. For further information, please refer to Note 21 to our consolidated financial statements.

6 No shares are owned by members of the Supervisory Board.

7 As a percentage of the total number of shares outstanding (407,165,221) as of December 31, 2012.

The Synthetic Share Buyback completed in November 2012 resulted in a reduction of the number of shares held by all of our shareholders (through a 100 for 77 share exchange) other than the customers who participated in our Customer Co-Investment Program (Intel, TSMC and Samsung).

Stichting Administratiekantoor MAKTSJAB (the “Intel Stichting”) and Stichting Administratiekantoor TSMC (the “TSMC Stichting”), (together referred to as the “Customer Stichtingen” and each a “Customer Stichting”) acquired the shares indicated above as part of our Customer Co-Investment Program in the second half of 2012. The Customer Stichtingen do not vote on the ordinary shares held by them, unless instructed to do so by Intel and TSMC in accordance with their respective shareholders agreements. Intel and TSMC, are not entitled to vote on the listing shares held by the Customer Stichtingen, except in certain exceptional circumstances, including the authorization of certain significant share issuances and share repurchases, any amendment to the Articles of Association that would materially affect the specific voting rights of Intel or TSMC or any significant change in the identity or nature of ASML or its business, the dissolution of ASML, and any merger or demerger which would result in a material change in the identity or nature of ASML or its business (see Item 10.C. “Material Contracts, Customer Co-Investment Program”).

We do not issue share certificates, except for registered New York Shares. For more information see Item 10.B. “Memorandum and Articles of Association”.

As of December 31, 2012, 72,689,511 million ordinary shares were held by 323 registered holders with a registered address in the United States. Since certain of our ordinary shares were held by brokers and nominees, the number of record holders in the United States may not be representative of the number of beneficial holders or of where the beneficial holders are resident.

Obligations of Shareholders to Disclose Holdings under Dutch Law

Holders of our shares may be subject to reporting obligations under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the “Act”).

The disclosure obligations under the Act apply to any person or entity that acquires, holds or disposes of an interest in the voting rights and/or the capital of a public limited company incorporated under the laws of the Netherlands whose shares are admitted to trading on a regulated market within the European Union, such as ASML. Disclosure is required when the percentage of voting rights or capital interest of a person or an entity reaches, exceeds or falls below 5.0,

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10.0, 15.0, 20.0, 25.0, 30.0, 40.0, 50.0, 60.0, 75.0 or 95.0 percent (as a result of an acquisition or disposal by such person, or as a result of a change in our total number of voting rights or capital issued). With respect to ASML, the Act requires any person or entity whose interest in the voting rights and/or capital of ASML reached, exceeded or fell below those percentage interests to notify the AFM immediately.

A legislative proposal pursuant to which an initial threshold of 3.0 percent will be introduced has been adopted and is currently expected to enter into force on July 1, 2013. The proposal would also introduce a mechanism pursuant to which ASML would be able to identify, and communicate with, beneficial holders of its shares through the respective custodians. ASML is required to notify the AFM immediately if our voting rights and/or capital have changed by 1.0 percent or more since its previous notification on outstanding voting rights and capital. In addition, ASML must notify the AFM of changes of less than 1.0 percent in ASML’s outstanding voting rights and capital at least once per calendar quarter, within eight days after the end of the quarter. Any person whose direct or indirect voting rights and/or capital interest meets or passes the thresholds referred to in the previous paragraph as a result of a change in the outstanding voting rights or capital must notify the AFM no later than the fourth trading day after the AFM has published such a change.

Once every calendar year, within four weeks after the end of the calendar year, holders of an interest of 5.0 percent or more in ASML’s voting rights or capital must notify the AFM of any changes in the composition of their interest resulting from certain acts (including, but not limited to, the exchange of shares for depositary receipts and vice versa, and the exercise of rights to acquire shares).

Subsidiaries, as defined in the Act, do not have independent reporting obligations under the Act, as interests held by them are attributed to their (ultimate) parents. Any person may qualify as a parent for purposes of the Act, including an individual. A person who ceases to be a subsidiary and who disposes of an interest of 5.0 percent or more in ASML’s voting rights or capital must immediately notify the AFM. As of that moment, all notification obligations under the Act become applicable to the former subsidiary.

For the purpose of calculating the percentage of capital interest or voting rights, the following interests must, among other arrangements, be taken into account: shares and votes (i) directly held by any person, (ii) held by such person’s subsidiaries, (iii) held by a third party for such person’s account, (iv) held by a third party with whom such person has concluded an oral or written voting agreement (including on the basis of an unrestricted power of attorney) and (v) held by a third party with whom such person has agreed to temporarily transfer voting rights against payment. Interests held jointly by multiple persons are attributed to those persons in accordance with their entitlement. A holder of a pledge or right of usufruct in respect of shares can also be subject to these reporting obligations if such person has, or can acquire, the right to vote on the shares or, in case of depositary receipts, the underlying shares. The managers of certain investment funds are deemed to hold the capital interests and voting rights in the funds managed by them.

For the same purpose, the following instruments qualify as “shares”: (i) shares, (ii) depositary receipts for shares (or negotiable instruments similar to such receipts), (iii) negotiable instruments for acquiring the instruments under (i) or (ii) (such as convertible bonds), and (iv) options for acquiring the instruments under (i) or (ii).

The AFM keeps a public registry of and publishes all notifications made pursuant to the Act.

Non-compliance with the reporting obligations under the Act could lead to criminal fines, administrative fines, imprisonment or other sanctions. In addition, non-compliance with the reporting obligations under the Act may lead to civil sanctions, including (i) suspension of the voting rights relating to the shares held by the offender, for a period of not more than three years, (ii) nullification of any resolution of our General Meeting of Shareholders to the extent that such resolution would not have been approved if the votes at the disposal of the person or entity in violation of a duty under the Act had not been exercised and (iii) a prohibition on the acquisition by the offender of our shares or the voting on our ordinary shares for a period of not more than five years.

ASML ANNUAL REPORT 2012 49

B. Related Party Transactions

Loan Agreement With PSV N.V.

Consistent with ASML’s corporate responsibilities to its surrounding community and together with several other companies in the region, in prior year ASML entered into a loan agreement with a local sports club PSV N.V., pursuant to which ASML provided PSV N.V., as of August 1, 2011, a 14 year, interest free, subordinated loan of EUR 5.0 million. As of June 30, 2012 the chairman of the Supervisory Board of ASML, Mr. Arthur van der Poel, and Chief Financial Officer of ASML, Mr. Peter Wennink, resigned as members of the Supervisory Board of PSV N.V. Therefore the loan agreement with PSV N.V. is concluded to no longer classify as a related party transaction from that date onwards.

Intel Agreements

On July 9, 2012, we announced our Customer Co-Investment Program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. The participating collectively agreed to fund EUR 1.38 billion of our research and development projects from 2013 through 2017. This program creates risk sharing with some of our largest customers while the results of ASML’s development programs will be available to every semiconductor manufacturer with no restrictions. The R&D funding program in the Customer Co-Investment Program consists of two funding projects: a 450mm technology development project and a next-generation EUV development project. ASML has entered into Non Recurring Engineering (“NRE”) funding agreements with the participating customers.

In addition to the funding commitments described above, the participating customers have invested in ordinary shares equal, in aggregate, to 23 percent of ASML’s issued share capital (calculated giving effect to our Synthetic Share Buyback in November 2012). The proceeds of the share issuance, EUR 3.85 billion, were returned to the holders of ordinary shares (excluding the participating customers) through a Synthetic Share Buyback executed in November 2012. For further information regarding the Synthetic Share Buyback, see Note 26 to our consolidated financial statements.

Investment Agreement: Pursuant to the investment agreement between ASML and Intel, dated July 9, 2012 (“the Intel Investment Agreement”), ASML agreed to issue to a foundation established for Intel (the “Intel Stichting”) ordinary shares equal to 15 percent of ASML’s issued ordinary shares; the Intel Stichting issued to Intel depositary receipts representing the ordinary shares. The subscription price for the ordinary shares issued to Intel was EUR 39.91 per ordinary share, which is the average of the volume weighted average price of the ordinary shares on NYSE Euronext Amsterdam for the twenty trading days up to and including July 6, 2012. Under the Intel Investment Agreement, ASML has agreed to indemnify Intel, and its affiliates for certain losses and expenses related to breaches of representations, warranties, covenants and agreements in the Investment Agreements and with respect to certain legal proceedings related thereto, subject to certain limitations.

Shareholder Agreement: In connection with the issuance of shares pursuant to the Intel Investment Agreement, on September 12, 2012 ASML, Intel and the Intel Stichting entered into a shareholder agreement (the “Shareholder Agreement”) which governs certain matters relating to the holding of and further investment by Intel in ordinary shares of ASML, directly and indirectly through the Intel Stichting.

NRE Funding Agreement: On July 9, 2012, ASML and Intel entered into two NRE funding agreements pursuant to which Intel has agreed to fund certain of ASML’s R&D costs and project expenditures. One agreement relates to the development of 450mm lithography equipment (the “Intel 450mm NRE Funding Agreement”) and the other agreement relates to the development of EUV lithography equipment (the “Intel EUV NRE Funding Agreement”). Intel has committed to provide funding in an aggregate amount of EUR 553 million under the Intel 450mm NRE Funding Agreement and funding in an aggregate amount of EUR 276 million under the Intel EUV NRE Funding Agreement, payable over the term of the relevant agreements (2013-2017). Under the agreements, ASML retains sole control over the development of 450mm photo lithography equipment and EUV platforms and will own all intellectual property created by ASML in connection therewith. The NRE funding agreements provide that if ASML, in its reasonable discretion, determines to abandon either the 450mm or EUV development project, as a result of technical infeasibility or lack of sufficient industry demand, or if the then remaining funding exceeds the expenditure estimate for the development project (450mm or EUV), then the parties may agree on an alternative development project. If no alternative is agreed, ASML may invoice Intel for the remaining due portion of committed funding during each year of the remaining funding period in which ASML’s actual gross R&D expenditures exceed a minimum threshold specified in the relevant Intel NRE Funding Agreement. The NRE funding agreements will terminate on December 31, 2017 or upon pre-payment by Intel of the aggregate amount of funding owed under the Intel NRE Funding Agreements.

ASML ANNUAL REPORT 2012 50

Commercial Agreement: On July 9, 2012, ASML and Intel entered into the Commercial Agreement, pursuant to which ASML and Intel established a contractual framework for Intel to purchase equipment related to the 450mm and next-generation EUV lithography equipment. Under this agreement, Intel has committed to purchase specified numbers of 450mm and next-generation EUV tools. The agreement sets forth pricing terms for the tools as well as milestones related to product deliveries, and provides for certain commercial discounts in the form of credits in exchange for Intel’s early purchase commitments and volume purchase commitments and for specified additional credits in the event that certain schedules are not met. In addition, subject to certain conditions, ASML has agreed to install sufficient capacity to meet Intel’s forecasted 450mm lithography equipment needs through 2022.

Please see Item 10.C “Material Contracts, Customer Co-Investment Program” and Note 28 to our consolidated financial statements for more information about the Customer Co-Investment Program.

There have been no other transactions during our most recent fiscal year, and there are currently no transactions, between ASML or any of its subsidiaries, and any significant shareholder and any director or officer or any relative or spouse thereof other than ordinary course compensation arrangements. During our most recent fiscal year, there has been no, and at present there is no, outstanding indebtedness to ASML owed or owing by any director or officer of ASML or any associate thereof, other than the virtual financing arrangement with respect to shares and stock options described under Notes 17 and 21 to our consolidated financial statements.

C. Interests of Experts & Counsel

Not applicable.

Item 8 Financial Information

A. Consolidated Statements and Other Financial Information

Consolidated Statements

See Item 18 “Financial Statements”.

Export Sales

See Note 20 to our consolidated financial statements.

Legal Proceedings

See Item 4.B. “Business Overview, Intellectual Property” and Note 18 to our consolidated financial statements.

Dividend Policy

As part of our financing policy, we aim to pay an annual dividend that will be stable or growing over time. Annually, the Board of Management will, upon prior approval from the Supervisory Board, submit a proposal to the AGM with respect to the amount of dividend to be declared with respect to the prior year. The dividend proposal in any given year will be subject to the availability of distributable profits or retained earnings and may be affected by, among other factors, the Board of Management’s views on our potential future liquidity requirements, including for investments in production capacity, the funding of our research and development programs and for acquisition opportunities that may arise from time to time; and by future changes in applicable income tax and corporate laws. Accordingly, it may be decided to propose not to pay a dividend or to pay a lower dividend with respect to any particular year in the future.

For 2012, a proposal to declare a dividend of EUR 0.53 per ordinary share of EUR 0.09 nominal value will be submitted to the AGM to be held on April 24, 2013.

B. Significant Changes

No significant changes have occurred since the date of our consolidated financial statements. See Item  5.D. “Trend Information”.

Item 9 The Offer and Listing

A. Offer and Listing Details

Our ordinary shares are listed for trading in the form of registered shares on NASDAQ (“New York shares”) and in the form of registered shares on NYSE Euronext Amsterdam (“Amsterdam Shares”). The principal trading market of our ordinary shares is NYSE Euronext Amsterdam. For more information see Item 10.B. “Memorandum and Articles of Association”.

ASML ANNUAL REPORT 2012 51

New York shares are registered with J.P. Morgan Chase Bank, N.A. (the “New York Transfer Agent”), 4 New York Plaza, New York, New York, pursuant to the terms of a transfer, registrar and dividend disbursing agreement (the “Transfer Agent Agreement”) between ASML and the New York Transfer Agent. Amsterdam shares are held in dematerialized form through the facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (“Euroclear Nederland”), the Dutch centralized securities custody and administration system. The New York Transfer Agent charges shareholders a fee of USD 5.00 per 100 shares for the exchange of New York shares for Amsterdam shares and vice versa.

Dividends payable on New York shares are declared in euro and converted by us to U.S. dollars at the rate of exchange at the close of business on the date determined and announced by the Board of Management. The resulting amounts are distributed through the New York Transfer Agent and no charge is payable by holders of New York shares in connection with this conversion or distribution.

Pursuant to the terms of the Transfer Agent Agreement, we have agreed to reimburse the New York Transfer Agent for certain out of pocket expenses, including in connection with any mailing of notices, reports or other communications made generally available by ASML to holders of ordinary shares and the New York Transfer Agent has waived its fees associated with routine services to ASML associated with the New York shares. In addition, the New York Transfer Agent has agreed to reimburse certain reasonable expenses incurred by ASML in connection with the issuance and transfer of New York shares. In the year ended December 31, 2012, the Transfer Agent reimbursed USD 849,377 of expenses incurred by ASML, which mainly comprised legal, audit and accounting fees incurred due to the existence of the New York shares.

The following table sets forth, for the periods indicated, the high and low closing prices of our ordinary shares on NASDAQ, as well as on NYSE Euronext Amsterdam.

	NASDAQ				Euronext
	USD				Amsterdam                   EUR
	High		Low		High		Low
Annual Information
2012		64.68		40.91		49.36		31.81
2011		45.82		31.08		32.81		22.28
2010		38.45		24.73		29.26		19.68
2009		34.67		14.28		24.24		11.35
2008		30.47		12.66		20.97		10.68
Quarterly Information
4th quarter 2012		64.68		50.08		49.36		39.15
3rd quarter 2012		58.86		48.46		48.14		39.75
2nd quarter 2012		51.54		43.80		40.88		35.17
1st quarter 2012		50.14		40.91		37.48		31.81
4th quarter 2011		43.55		33.50		32.50		25.56
3rd quarter 2011		38.64		31.08		27.40		22.28
2nd quarter 2011		44.43		34.98		31.43		24.43
1st quarter 2011		45.82		35.90		32.81		27.35
Monthly Information
February (through February 4) 2013		78.21		76.43		56.80		56.59
January 2013		75.47		63.08		56.23		47.20
December 2012		64.68		61.42		49.36		47.04
November 2012		62.57		53.54		48.21		42.22
October 2012		56.29		50.08		43.55		39.15
September 2012		57.87		52.39		45.58		40.57
August 2012		58.86		55.84		47.30		44.67

B. Plan of Distribution

Not applicable.

C. Markets

See Item 9.A. “Offer and Listing Details”.

D. Selling Shareholders

Not applicable.

ASML ANNUAL REPORT 2012 52

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10 Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

The information required by Item 10.B. is incorporated by reference in ASML’s Report on Form 6-K, filed with the Commission on February 8, 2013.

Current Authorizations to Issue and Repurchase Ordinary Shares

Our Board of Management has the power to issue ordinary shares and preference shares if and insofar as the Board of Management has been authorized to do so by the General Meeting of Shareholders (whether by means of an authorizing resolution or by an amendment to our Articles of Association). The Board of Management requires the approval, however, of the Supervisory Board for such an issue. An authorization of the Board of Management to issue ordinary shares or preference shares may be effective for a specified period of up to five years and may be renewed. In the absence of such authorization, the General Meeting of Shareholders has the power to authorize the issuance of ordinary shares or preference shares, upon the proposal of the Board of Management, which proposal must be authorized by the Supervisory Board.

At our Extraordinary General Meeting of Shareholders (“EGM”), held on September 7, 2012, the Board of Management was authorized from September 7, 2012 through October 25, 2013, subject to the approval of the Supervisory Board, to issue shares and/or rights thereto representing up to a maximum of 5.0 percent of our issued share capital as of April 25, 2012, plus an additional 5.0 percent of our issued share capital as of April 25, 2012 that may be issued in connection with mergers, acquisitions and/or (strategic) alliances. With this authorization, the corresponding authorization granted at the AGM held on April 25, 2012, ceased to apply to the extent not already used. At our AGM to be held on April 24, 2013, our shareholders will be asked to authorize the Board of Management (subject to the approval of the Supervisory Board) to issue shares and/or rights thereto through October 24, 2014, up to an aggregate maximum of 10.0 percent of ASML’s issued share capital. This authorization would supercede the authorization described above granted at the September 2012, EGM.

Holders of ASML’s ordinary shares have a preemptive right of subscription, in proportion to the aggregate nominal amount of the ordinary shares held by them, to any issuance of ordinary shares for cash, which right may be restricted or excluded. Ordinary shareholders have no pro rata preemptive right of subscription to any ordinary shares issued for consideration other than cash or ordinary shares issued to employees. If authorized for this purpose by the General Meeting of Shareholders (either by means of a resolution or by an amendment to our Articles of Association), the Board of Management has the power subject to approval of the Supervisory Board, to restrict or exclude the preemptive rights of holders of ordinary shares. At our EGM held on September 7, 2012, the Board of Management was authorized from September 7, 2012 through October 25, 2013, subject to approval of the Supervisory Board, to restrict or exclude preemptive rights of holders of ordinary shares up to a maximum of 10 percent of our issued share capital as of April 25, 2012. With this authorization, the corresponding authorization granted at the AGM held on April 25, 2012, ceased to apply to the extent not already used.

At our EGM held on September 7, 2012, the Board of Management was also authorized from September 7, 2012 through July 31, 2013, to issue shares or rights to subscribe for shares in our capital in connection with the Customer Co-Investment Program, subject to Supervisory Board approval, up to 25.0 percent of our issued share capital as of April 25, 2012, and to restrict or exclude the pre-emption rights accruing to shareholders in connection with the issue of these shares or rights. We issued shares (on September 12, 2012 and October 31, 2012) pursuant to the Customer Co-Investment Program equaling 23.0 percent of the issued share capital in ASML as of April 25, 2012 as per this authorization. At September 7, 2012, the Customer Co-Investment Program was closed for other participants.

At the EGM held on September 7, 2012, several changes in the articles of association of ASML were adopted. Consequently, on November 24, 2012 the articles of association were amended as follows. Upon the first amendment the ordinary shares to be held for the benefit of the participants to the Customer Co-Investment Program were converted into ordinary shares M and all other ordinary shares were converted into ordinary shares A. Upon the second

ASML ANNUAL REPORT 2012 53

amendment the par value per ordinary share A was increased from EUR 0.09 to EUR 9.24 at the expense of the share premium reserve. Upon the third amendment, the nominal value per ordinary share A was reduced to an amount of EUR 0.06, by decreasing the nominal value per ordinary share A by an amount of EUR 9.18, which resulted in a repayment of the same amount per share to holders of ordinary shares into which the ordinary shares A were converted. The fourth amendment provided for the consolidation of the ordinary shares A through the exchange of each 100 ordinary shares for 77 ordinary shares, resulting in an increase of the nominal value per ordinary share from EUR 0.06 to EUR 0.09, whereby the aggregate difference is booked at the expense of the share premium reserve. The fifth and last amendment provided for the deletion of the share class M for participants to the Customer Co-Investment Program and the share class A for the other shareholders. The ordinary shares M and A were converted thereafter into ordinary shares without a specific letter mark attached to it.

In addition, the articles of association provide for 9,000 ordinary shares B with a nominal value of EUR 0.01 to allow holders of fractional shares, created as a result of the share consolidation, to obtain voting rights with respect to those fractional shares.

We may repurchase our issued ordinary shares at any time, subject to compliance with the requirements of Dutch law and our Articles of Association. Any such repurchases are subject to the approval of the Supervisory Board and the authorization of shareholders at our General Meeting of Shareholders, which authorization may not be for more than 18 months. The Board of Management is currently authorized, subject to Supervisory Board approval, to repurchase as of April 25, 2012 through October 25, 2013, up to a maximum of two times 10.0 percent of ASML’s issued share capital as of April 25, 2012, at a price between the nominal value of the ordinary shares purchased and 110.0 percent of the market price of these securities on NYSE Euronext Amsterdam or NASDAQ.

C. Material Contracts

Overview

On July 9, 2012, we announced our Customer Co-Investment Program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. The participating customers collectively agreed to fund EUR 1.38 billion of our research and development projects from 2013 through 2017. This program creates risk sharing with some of our largest customers while the results of ASML’s development programs will be available to every semiconductor manufacturer with no restrictions. The R&D funding program in the Customer Co-Investment Program consists of two funding projects: a 450mm technology development project and a next-generation EUV development project. ASML has entered into Non Recurring Engineering (“NRE”) funding agreements with the participating customers.

In addition to the funding commitments described above, the participating customers have invested in ordinary shares equal, in aggregate, to 23 percent of ASML’s issued share capital (calculated giving effect to our Synthetic Share Buyback in November 2012). The proceeds of the share issuance, EUR 3.85 billion, were returned to the holders of ordinary shares (excluding the participating customers) through a Synthetic Share Buyback executed in November 2012. For further information regarding the Synthetic Share Buyback, see Note 26 to our consolidated financial statements.

Description of Investment Agreements, Shareholder Agreements and NRE Funding Agreements

In connection with the Customer Co-Investment Program, ASML entered into an investment agreement, a shareholder agreement and NRE funding agreements with each of the participating customers. Intel is the largest participant in the program, with an aggregate funding commitment of EUR 829 million and an investment in 15 percent of our ordinary shares (calculated giving effect to our Synthetic Share Buyback in November 2012). A description of the investment agreement, shareholders agreement and NRE funding agreements between ASML and Intel is set out below. The agreements between ASML and the other program participants – TSMC (which acquired 5 percent of our shares and made an EUR 277 million funding commitment) and Samsung (which acquired 3 percent of our shares and made an EUR 276 million funding commitment) are on substantially the same terms as those agreed with Intel. Shares were acquired by Dutch foundations (“Stichtingen”) established for each participant.

Investment Agreement

Pursuant to the investment agreement between ASML and Intel, dated July 9, 2012 (“the Intel Investment Agreement”), ASML agreed to issue to a foundation established for Intel (the “Intel Stichting”) ordinary shares equal to 15 percent of ASML’s issued ordinary shares; the Intel Stichting issued to Intel depositary receipts representing the ordinary shares. The subscription price for the ordinary shares issued to Intel was EUR 39.91 per ordinary share, which is the average of

ASML ANNUAL REPORT 2012 54

the volume weighted average price of the ordinary shares on NYSE Euronext Amsterdam for the twenty trading days up to and including July 6, 2012.

Under the Intel Investment Agreement, ASML has agreed to indemnify Intel, and its affiliates for certain losses and expenses related to breaches of representations, warranties, covenants and agreements in the Investment Agreements and with respect to certain legal proceedings related thereto, subject to certain limitations.

Shareholder Agreement

In connection with the issuance of shares pursuant to the Intel Investment Agreement, on September 12, 2012 ASML, Intel and the Intel Stichting entered into a shareholder agreement (the “Shareholder Agreement”) which governs certain matters relating to the holding of and further investment by Intel in ordinary shares of ASML, directly and indirectly through the Intel Stichting, including the matters described below.

Voting Restrictions

Pursuant to the Intel Shareholder Agreement, Intel (and the Intel Stichting) will not be entitled to vote the ordinary shares that were acquired by the Intel Stichting as part of the Customer Co-Investment Program or any other ordinary shares otherwise transferred to the Intel Stichting (under the circumstances described under “Standstill; Additional Purchases” below) prior to a Shareholder Agreement Termination Event (as defined below), except when a Suspension Event (as described below) occurs and is continuing or where the following matters are proposed at any General Meeting (the “Voting Restrictions”): (i) an issuance of ASML shares or grant of rights to subscribe for ASML shares representing 25 percent or more of the issued and outstanding share capital of ASML or the restriction or exclusion of pre-emption rights relating thereto (in each case, on an aggregate basis during the preceding 12 months) or the designation of the Board of Management as the authorized body to resolve on these matters; (ii) an authorization to repurchase 25 percent or more of ASML’s issued and outstanding share capital on an aggregate basis during the preceding 12 months; (iii) the approval of a significant change in the identity or nature of ASML or its business, including a transfer of all or substantially all business or assets of ASML and its subsidiaries to a third party, the establishment or cancellation of a long-lasting cooperation of essential importance with a third party and an acquisition or disposition of an interest in the capital or assets of a person with a value of at least one third of the assets of ASML (on a consolidated basis); (iv) an amendment to ASML’s Articles of Association that would materially affect the specific voting rights of Intel, would materially affect the identity or nature of ASML or its business, or would disproportionately (or uniquely) and adversely affect the rights or benefits attached to or derived from the ordinary shares held by Intel through the Intel Stichting as compared to the shareholders; (v) the dissolution of ASML; and (vi) any merger or demerger which would result in a material change in the identity or nature of ASML or its business.

Standstill, Lock-up and Orderly Market Arrangements

Standstill; Additional Purchases

Subject to certain exceptions, pursuant to the Shareholder Agreement, Intel (or its affiliates) may not, prior to the six-year anniversary of the date of the Intel Shareholder Agreement (the “Standstill Period”), acquire more than 19.9 percent of the outstanding share capital of ASML without ASML’s prior approval (the “Standstill Restriction”). There is an exception from the Standstill Restriction in the case of a ‘suspension event’, which includes certain circumstances where a third party has acquired or made an offer to acquire at least 20 percent of ASML’s outstanding shares, and the Standstill Restriction will terminate upon the occurrence of a Shareholder Agreement Termination Event.

The Shareholder Agreement permits Intel (and its affiliates) to acquire up to 4.99 percent of ASML’s outstanding shares (other than shares acquired through the Customer Co-Investment Program) that may be held outside the Intel Stichting. For any additional ASML shares that Intel (or its affiliates) acquires in excess of 4.99 percent of the outstanding shares of ASML, Intel is required to deposit such shares with the Intel Stichting in exchange for Depositary Receipts. Shares held directly by Intel or its affiliates (and which not required to be deposited with the Intel Stichting) are not subject to the Voting Restrictions, or Lock-Up Restrictions (as defined below), but are subject to the Standstill Restriction.

The Intel Stichting will continue to hold ASML shares owned by Intel (notwithstanding termination of the Standstill Period) until the earlier of (i) such time as Intel owns (directly or through the Intel Stichting) less than 2 percent of ASML’s outstanding shares (the relevant percentage is 1 percent for the other participating customers) (ii) the date of notification to ASML by participating customers that the aggregate amount of ASML’s outstanding shares owned by Intel and the other participating customers represents less than 5 percent of ASML’s outstanding shares and (iii) a Shareholder Agreement Termination Event (as defined below), following which time Depositary Receipts will be exchanged for the underlying ASML shares. In case Intel would acquire ASML shares within 18 months after an event

ASML ANNUAL REPORT 2012 55

described under (i) or (ii) above, any ASML shares held by Intel in excess of 4.99 percent of the outstanding shares of ASML must be transferred to (and held by) the Intel Stichting.

Lock-up; Orderly Sell Down

Intel may not, without prior written consent of ASML, transfer any ordinary shares or Depositary Receipts until the earliest of (i) two years and six months after the date of the Intel Shareholder Agreement, (ii) termination of the NRE funding agreements, and (iii) the occurrence of a Shareholder Agreement Termination Event ((i), (ii) and (iii) together, the “Lock-Up Restriction”). The Lock-Up Restriction does not apply in certain circumstances where a third party offers to acquire at least 20 percent of ASML’s shares. Intel is not permitted to transfer the ASML ordinary shares it acquired in the program in connection with an offer (before the end of the offer), or make any public statement in support of such offer, that is not recommended by the ASML Supervisory Board or Management Board, except in limited circumstances.

In addition, Intel may not (even after the Lock-Up Period has ended), without written consent of ASML, transfer on NYSE Euronext Amsterdam, NASDAQ or another securities exchange more than (i) in respect of Intel, 4 percent of the outstanding shares of ASML (the relevant percentage is 1.5 percent for Samsung and 2.5 percent for TSMC). There are also restrictions on Intel’s ability to transfer ASML shares to certain competitors or customers of ASML.

Termination

The Intel Shareholder Agreement will terminate upon the occurrence of the following events (each a “Shareholder Agreement Termination Event”) (i) certain change of control transactions were the shareholders of ASML prior to such a transaction are no longer entitled to exercise at least 50 percent of the votes in the General Meeting following such transaction, (ii) in the event of a delisting of the Ordinary Shares from NYSE Euronext Amsterdam or de listing from NASDAQ (except for certain voluntary delistings from NASDAQ), (iii) the winding up or liquidation of ASML, or (vi) in the event that all Depositary Receipts are exchanged for ASML shares and Intel does not acquire ASML shares in excess of 4.99 percent of the outstanding ASML shares within 18 months of such exchange (see “Standstill; Additional Purchases” above).

NRE Funding Agreements

Intel NRE Funding Agreements

On July 9, 2012, ASML and Intel entered into two NRE funding agreements pursuant to which Intel has agreed to fund certain of ASML’s R&D costs and project expenditures. One agreement relates to the development of 450mm lithography equipment (the “Intel 450mm NRE Funding Agreement” ) and the other agreement relates to the development of EUV lithography equipment (the “Intel EUV NRE Funding Agreement”). Intel has committed to provide funding in an aggregate amount of EUR 553 million under the Intel 450mm NRE Funding Agreement and funding in an aggregate amount of EUR 276 million under the Intel EUV NRE Funding Agreement, payable over the term of the relevant agreements (2013-2017). Under the agreements, ASML retains sole control over the development of 450mm photo lithography equipment and EUV platforms and will own all intellectual property created by ASML in connection therewith. The NRE funding agreements provide that if ASML, in its reasonable discretion, determines to abandon either the 450mm or EUV development project, as a result of technical infeasibility or lack of sufficient industry demand, or if the then remaining funding exceeds the expenditure estimate for the development project (450mm or EUV), then the parties may agree on an alternative development project. If no alternative is agreed, ASML may invoice Intel for the remaining due portion of committed funding during each year of the remaining funding period in which ASML’s actual gross R&D expenditures exceed a minimum threshold specified in the relevant Intel NRE Funding Agreement.

The NRE funding agreements will terminate on December 31, 2017 or upon pre-payment by Intel of the aggregate amount of funding owed under the Intel NRE Funding Agreements.

ASML ANNUAL REPORT 2012 56

Cymer Merger

The Merger

On October 16, 2012, we entered into a merger agreement with Cymer, a company engaged in the development, manufacturing and marketing of light sources for sale to customers who manufacture photolithography tools in the semiconductor equipment industry (the “Merger Agreement”), under which ASML will acquire all outstanding shares of common stock of Cymer for a consideration per Cymer share of Cymer common stock of USD 20.00 in cash and a fixed ratio of 1.1502 ASML Ordinary Shares. Completion of the merger is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, however there is no assurance that the transaction will be completed within the expected time period or at all. See “Risk Factors, We May Be Unable to Make Desirable Acquisitions or to Integrate Any Businesses We Successfully Acquire”.

The Merger Agreement

Merger Consideration

The Merger Agreement provides that each share of Cymer common stock outstanding immediately prior to the consummation of the Merger (other than shares owned by ASML, ASML US Inc. (“Holdco”), Kona Acquisition Company Inc. (“Merger Sub”), Kona Technologies LLC (“Merger Sub 2”), any other wholly owned subsidiary of ASML, or held in the treasury of Cymer or owned by any wholly owned subsidiary of Cymer (the “Excluded Shares” )) will be converted into the right to receive from Holdco (i) USD 20.00 in cash, without interest thereon, and (ii) 1.1502 ASML Ordinary Shares. No fractional Ordinary Shares will be issued. In lieu of fractional Ordinary Shares, Cymer stockholders that would otherwise be entitled to a fractional Ordinary Share will receive in cash an amount equal to the product of the ASML Share Price (as defined in the Merger Agreement) and the fractional Ordinary Share to which such holder would otherwise be entitled.

In addition, for purposes of complying with requirements of Dutch law, upon consummation of the merger, each holder of Cymer capital stock (other than holders of Excluded Shares) will be entitled to receive the Dutch Compensation Amount (as defined in the Merger Agreement) from ASML, to be set off against the obligation to pay up the Ordinary Shares as described below. By virtue of the Merger, each Cymer stockholder will be deemed to have subscribed for the Ordinary Shares to be issued to such holder pursuant to the Merger. In accordance with the laws of The Netherlands, each Cymer stockholder, as a result of such deemed subscription, will be obligated to pay up such Ordinary Shares in an amount, determined solely for the purpose of satisfying such obligation, equal to the Dutch Compensation Amount to which such holder is entitled by virtue of the Merger. Such obligation will be satisfied by such Cymer stockholder by set off by ASML of such obligation against the right of such Cymer common stockholder to receive from ASML the Dutch Compensation Amount, and will have no effect on the receipt by a Cymer common stockholder of the merger consideration.

Conditions to the Merger

Each party’s obligation to effect the Merger is subject to satisfaction or waiver, at or prior to the closing of the merger, of certain conditions, including, among other things, certain regulatory approvals (including the expiration or termination of all applicable waiting periods under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval of the Committee on Foreign Investment in the United States), obtaining certain required clearances under certain foreign merger control laws, effectiveness of the registration statement filed in the United States relating to the Merger, and the accuracy of certain representations and warranties provided by each party under the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties that Cymer, on the one hand, and ASML, Holdco, Merger Sub and Merger Sub 2, on the other hand, have made to each other, including, among other things, organization, corporate power and authority, financial condition, compliance with laws, environmental matters, intellectual property, real property and availability of cash consideration.

Covenants

The Merger Agreement contains covenants of both parties, including restrictions on Cymer with regard to the ability to, among other things, issue, sell, pledge or redeem shares of Cymer common stock, make acquisitions or investments, dispose of assets, create security rights and incur indebtedness. In the Merger Agreement, the parties have stated

ASML ANNUAL REPORT 2012 57

their intent that, subject to the terms of the Merger Agreement, ASML and its subsidiaries are free to conduct their businesses and operations without restrictions between the date of the Merger Agreement and the closing of the merger, except for certain restrictions on the ability of ASML to redeem Ordinary Shares, pay dividends or otherwise make a payment to holders of Ordinary Shares (other than pursuant to the Synthetic Share Buyback) and the entering into contracts that could reasonably be expected to prevent or materially delay the consummation of the Merger.

For a period of six years after consummation of the Merger, ASML and the surviving entity will, to the fullest extent permitted under applicable law, indemnify and hold harmless, each of Cymer’s and its subsidiaries’ present and former directors, officers and employees against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation to the extent they were indemnified under Cymer’s articles, bylaws and indemnification contracts in effect as of the date of the Merger Agreement with respect to any action or omission in their capacity as an officer, director or employee, at or prior to the consummation of the merger.

Termination

The Merger Agreement may be terminated at any time prior to the effective time of the merger, (i) by the mutual written consent of ASML and Cymer and (ii) by ASML or Cymer if (a) a court or governmental entity issues a final order prohibiting the Merger, (b) the Cymer stockholders do not approve the Merger Agreement, (c) the Merger is not consummated on or before July 16, 2013 and parties have not extended this date, (d) the other party has breached or failed to perform its representations and warranties, covenants or agreements in the Merger Agreement or (e) the Cymer board changes its recommendation to Cymer stockholders to approve the Merger Agreement or fails to include its recommendation in the proxy statement/prospectus that has been filed with the SEC.

All costs and expenses incurred by the parties in connection with the Merger Agreement and the transactions contemplated thereby are to be paid by the party that has incurred such costs and expenses, whether or not the Merger is consummated. However, Cymer must pay ASML a termination fee of USD 75,000,000 if the Merger Agreement is terminated on certain grounds including, among other things, termination because the Cymer board changes its recommendation to Cymer stockholders to approve the Merger Agreement in connection with a superior acquisition proposal or an intervening event or (subject to certain conditions) the Merger is not consummated on or before July 16, 2013 (or any date to which the termination date is extended, but not later than October 16, 2013).

D. Exchange Controls

There are currently no limitations, either under the laws of the Netherlands or in the Articles of Association of ASML, to the rights of non-residents to hold or vote ordinary shares. Cash distributions, if any, payable in euros on Amsterdam Shares may be officially transferred by a bank from the Netherlands and converted into any other currency without being subject to any Dutch legal restrictions. However, for statistical purposes, such payments and transactions must be reported by ASML to the Dutch Central Bank. Furthermore, no payments, including dividend payments, may be made to jurisdictions subject to certain sanctions, adopted by the government of the Netherlands, implementing resolutions of the Security Council of the United Nations. Cash distributions, if any, on New York Shares shall be declared in euros but paid in U.S. dollars, converted by us at the rate of exchange at the close of business on the date fixed for that purpose by the Board of Management in accordance with the Articles of Association.

E. Taxation

Dutch Taxation

The statements below represent a summary of current Dutch tax laws, regulations and judicial interpretations thereof. The description is limited to the material tax implications for a holder of ordinary shares who is not, or is not deemed to be, a resident of the Netherlands for Dutch tax purposes (“Non-resident Holder”). This summary does not address special rules that may apply to special classes of holders of ordinary shares and should not be read as extending by implication to matters not specifically referred to herein. As to individual tax consequences, each investor in ordinary shares should consult his or her tax counsel.

General

The acquisition of ordinary shares by a non-resident of the Netherlands should not be treated as a taxable event for Dutch tax purposes. The income consequences in connection with owning and disposing of our ordinary shares are discussed below.

Substantial Interest

A person that, (inter alia) directly or indirectly, and either independently or jointly with his partner (as defined in the Dutch Personal Income Tax Act 2001), owns 5.0 percent or more of our share capital, owns profit participating rights that

ASML ANNUAL REPORT 2012 58

correspond to at least 5.0 percent of the annual profits of a Dutch company or to at least 5.0 percent of the liquidation proceeds of such company or holds options to purchase 5.0 percent or more of our share capital, is deemed to have a substantial interest in our shares, or our options, as applicable. Specific rules apply in case certain family members of the Non-resident hold a substantial interest. A deemed substantial interest also exists if (part of) a substantial interest has been disposed of, or is deemed to be disposed of, in a transaction where no taxable gain has been recognized. Special attribution rules exist in determining the presence of a substantial interest.

Income Tax Consequences for Individual Non-resident Holders on Owning and Disposing of the Ordinary Shares

An individual who is a Non-resident Holder will not be subject to Dutch income tax on received income in respect of our ordinary shares or capital gains derived from the sale, exchange or other disposition of our ordinary shares, provided that such holder:

• Does not carry on and has not carried on a business in the Netherlands through a permanent establishment or a permanent representative to which the ordinary shares are attributable;

• Does not hold and has not held a (deemed) substantial interest in our share capital or, in the event the Non-resident Holder holds or has held a (deemed) substantial interest in our share capital, such interest is, or was, a business asset in the hands of the holder;

• Does not share and has not shared directly (through the beneficial ownership of ordinary shares or similar securities) in the profits of an enterprise managed and controlled in the Netherlands which (is deemed to) own(s), or (is deemed to have) has owned, our ordinary shares;

• Does not carry out and has not carried out any activities which generate taxable profit or taxable income to which the holding of our ordinary shares was connected;

• Is not an individual that has elected to be taxed as a resident of the Netherlands.

Corporate Income Tax Consequences for Corporate Non-resident Holders

Income derived from ordinary shares or capital gains derived from the sale, exchange or disposition of ordinary shares by a corporate Non-resident Holder is taxable if:

• The holder carries on a business in the Netherlands through a permanent establishment or a permanent agent in the Netherlands (Dutch enterprise) and the ordinary shares are attributable to this permanent establishment or permanent agent, unless the participation exemption (discussed below) applies; or

• The holder is a resident of Aruba, Curacao or Saint Martin with a permanent establishment or permanent representative in Bonaire, Eustatius or Saba to which out ordinary shares are attributable, while the profits of such holder are taxable in the Netherlands pursuant to article 17(3)(c) of the Dutch Corporate Income Tax Act 1969; or

• The holder has a substantial interest in our share capital, which is held with the primary aim or one of the primary aims to evade the levy of income tax or dividend withholding tax at the level of another person and which is not attributable to his enterprise; or

• Certain assets of the holder are deemed to be treated as a Dutch enterprise under Dutch tax law and the ordinary shares are attributable to this Dutch enterprise.

To qualify for the Dutch participation exemption, the holder must generally hold at least 5.0 percent of our nominal paid-in capital and meet certain other requirements.

Dividend Withholding Tax

In general, a dividend distributed by us in respect of our ordinary shares will be subject to a withholding tax imposed by the Netherlands at the statutory rate of 15.0 percent.

Dividends include:

• Dividends in cash and in kind;

• Deemed and constructive dividends;

• Consideration for the repurchase or redemption of ordinary shares (including a purchase by a direct or indirect ASML subsidiary) in excess of qualifying average paid-in capital unless such repurchase is made for temporary investment purposes or is exempt by law;

• Stock dividends up to their nominal value (unless distributed out of qualifying paid-in capital);

• Any (partial) repayment of paid-in capital not qualifying as capital for Dutch dividend withholding tax purposes; and

• Liquidation proceeds in excess of qualifying average paid-in capital for Dutch dividend withholding tax purposes.

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A reduction of Dutch dividend withholding tax can be obtained if:

• The participation exemption applies and the ordinary shares are attributable to a business carried out in the Netherlands;

• The dividends are distributed to a qualifying EU corporate holder satisfying the conditions of article 4(2) and 4(3) of the Dutch Dividend Withholding Tax Act 1965; or

• The rate is reduced by a Tax Treaty.

A Non-resident Holder of ordinary shares can be eligible for a partial or complete exemption or refund of all or a portion of the above withholding tax under a Tax Treaty that is in effect between the Netherlands and the Non-resident Holder’s country of residence. The Netherlands has concluded such treaties with the United States, Canada, Switzerland, Japan, most European Union member states, as well as many other countries. Under the Treaty between the United States and the Netherlands for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Tax Treaty”), dividends paid by us to a Non-resident Holder that is a resident of the United States as defined in the Tax Treaty (other than an exempt organization or exempt pension trust, as discussed below) are generally liable to 15.0 percent Dutch withholding tax or, in the case of certain United States corporate shareholders owning at least 10.0 percent of our voting power, a reduction to 5.0 percent, provided that the Holder 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 permanent representative in the Netherlands to which the dividends are attributable. The Tax Treaty also provides for a dividend withholding tax exemption on dividends, but only for a shareholders owning at least 80.0 percent of our voting power and meeting all other requirements. The Tax Treaty provides for a complete exemption from tax on dividends received by exempt pension trusts and exempt organizations, as defined therein. Except in the case of exempt organizations, the reduced dividend withholding tax rate (or exemption from withholding) can be applied at the source upon payment of the dividends, provided that the proper forms have been filed in advance of the payment. Exempt organizations remain subject to the statutory withholding rate of 15.0 percent and are required to file for a refund of such withholding.

A Non-resident Holder may not claim the benefits of the Tax Treaty unless (i) he/she is a resident of the United States as defined therein, or (ii) he/she is deemed to be a resident on the basis of the provisions of article 24(4) of the Tax Treaty, and (iii) his or her entitlement to those benefits is not limited by the provisions of article 26 (limitation on benefits) of the Tax Treaty.

Dividend Stripping Rules

Under Dutch tax legislation regarding anti-dividend stripping, no exemption from, or refund of, Dutch dividend withholding tax is granted if the recipient of dividends paid by us is not considered the beneficial owner of such dividends.

Gift or Inheritance Taxes

Dutch gift or inheritance taxes will not be levied on the transfer of ordinary shares by way of gift, or upon the death of a Non-resident Holder, unless:

(1) The transfer is construed as an inheritance or as a gift made by or on behalf of a person who, at the time of the gift or death, is deemed to be, resident of the Netherlands; or

(2) The ordinary shares are attributable to an enterprise or part thereof that is carried on through a permanent establishment or a permanent representative in the Netherlands.

Gift tax and inheritance tax are levied on the beneficiary. For purposes of Dutch gift and inheritance tax, an individual of Dutch nationality is deemed to be a resident of the Netherlands if he has been a resident thereof at any time during the ten years preceding the time of the gift or death. For purposes of Dutch gift tax, a person not possessing Dutch nationality is deemed to be a resident of the Netherlands if he/she has resided therein at any time in the twelve months preceding the gift.

Value Added Tax

No Dutch value added tax is imposed on dividends in respect of our ordinary shares or on the transfer of our shares.

Residence

A Non-resident Holder will not become resident, or be deemed to be resident, in the Netherlands solely as a result of holding our ordinary shares or of the execution, performance, delivery and/or enforcement of rights in respect of our ordinary shares.

ASML ANNUAL REPORT 2012 60

United States Taxation

The following is a discussion of the material United States federal income tax consequences relating to the acquisition, ownership and disposition of Ordinary Shares by a United States Holder (as defined below) acting in the capacity of a beneficial owner who is not a tax resident of the Netherlands. This discussion deals only with Ordinary Shares held as capital assets and does not deal with the tax consequences applicable to all categories of investors, some of which (such as tax-exempt entities, financial institutions, regulated investment companies, dealers in securities/traders in securities that elect a mark-to-market method of accounting for securities holdings, insurance companies, investors owning directly, indirectly or constructively 10.0 percent or more of ASML’s outstanding voting shares, investors who hold Ordinary Shares as part of hedging or conversion transactions and investors whose functional currency is not the U.S. dollar) may be subject to special rules. In addition, the discussion does not address any alternative minimum tax or any state, local, FIRPTA related United States federal income tax consequences, or non-United States tax consequences.

This discussion is based on the U.S.-Dutch Income Tax Treaty (“Treaty”) and the Internal Revenue Code of 1986, as amended to the date hereof, final, temporary and proposed Treasury Department regulations promulgated, and administrative and judicial interpretations thereof, changes to any of which subsequent to the date hereof, possibly with retroactive effect, may affect the tax consequences described herein. In addition, there can be no assurance that the Internal Revenue Service (“IRS”) will not challenge one or more of the tax consequences described herein, and ASML has not obtained, nor does ASML intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the United States federal income tax consequences of acquiring or holding shares. Prospective purchasers of Ordinary Shares are advised to consult their tax advisers with respect to their particular circumstances and with respect to the effects of United States federal, state, local or non-United States tax laws to which they may be subject.

As used herein, the term ‘United States Holder’ means a beneficial owner of Ordinary Shares for United States federal income tax purposes whose holding of such Ordinary Shares does not form part of the business property or assets of a permanent establishment or fixed base in the Netherlands; who is fully entitled to the benefits of the Treaty in respect of such Ordinary Shares; and is:

• an individual citizen or tax resident of the United States;

• a corporation or other entity treated as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States or of any political subdivision thereof;

• an estate of which the income is subject to United States federal income taxation regardless of its source; or

• a trust whose administration is subject to the primary supervision of a court within the United States and which has one or more United States persons who have the authority to control all of its substantial decisions.

If an entity treated as a partnership for United States federal income tax purposes owns ordinary shares, the United States federal income tax treatment of a partner in such partnership will generally depend upon the status and tax residency of the partner and the activities of the partnership. A partnership that owns Ordinary Shares and the partners in such partnership should consult their tax advisors about the United States federal income tax consequences of holding and disposing of the ordinary Shares.

Passive Foreign Investment Company Considerations

ASML believes it was not a Passive Foreign Investment Company (“PFIC”) for U.S. federal income tax purposes in 2012 and that it will not be a PFIC in 2013. However, as PFIC status is a factual matter that must be determined annually at the close of each taxable year, there can be no certainty as to ASML’s actual PFIC status in any particular year until the close of the taxable year in question. ASML has not conducted a detailed study at this time to confirm its non-PFIC status. If ASML were treated as a PFIC in any year during which a United States Holder owned common shares, certain adverse tax consequences could apply. Investors should consult their tax advisors with respect to any PFIC considerations.

Taxation of Dividends

United States Holders should generally include in gross income, as foreign-source dividend income the gross amount of any non-liquidating distribution (before reduction for Dutch withholding taxes) ASML makes out of its current or accumulated earnings and profits (as determined for United States federal income tax purposes) when the distribution is actually or constructively received by the United States Holder. Distributions will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution includible in income of a United States Holder should be the U.S. dollar value of the foreign currency (e.g. euros) paid, determined by the spot rate of exchange on the date of the distribution, regardless of whether the payment is in fact converted into U.S. dollars. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the United States Holder’s U.S. tax basis in the Ordinary Shares and

ASML ANNUAL REPORT 2012 61

thereafter as taxable capital gain. ASML presently does not maintain calculations of its earnings and profits under United States federal income tax principles. If ASML does not report to a United States Holder the portion of a distribution that exceeds earnings and profits, the distribution will generally be taxable as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Subject to limitations provided in the United States Internal Revenue Code, a United States Holder may generally deduct from its United States federal taxable income, or credit against its United States federal income tax liability, the amount of qualified Dutch withholding taxes. However, Dutch withholding tax may be credited only if the United States Holder does not claim a deduction for any Dutch or other non-United States taxes paid or accrued in that year. In addition, Dutch dividend withholding taxes will likely not be creditable against the United States Holder’s United States tax liability to the extent ASML is not required to pay over the amount withheld to the Dutch Tax Administration. Currently, a Dutch corporation that receives dividends from qualifying non-Dutch subsidiaries may credit source country tax withheld from those dividends against Dutch withholding tax imposed on a dividend paid by a Dutch corporation, up to a maximum of 3.0 percent of the dividend paid by the Dutch corporation. The credit reduces the amount of dividend withholding that ASML is required to pay to the Dutch Tax Administration but does not reduce the amount of tax ASML is required to withhold from dividends.

For U.S. foreign tax credit purposes, dividends paid by ASML generally will be treated as foreign-source income and as ‘passive category income’ (or in the case of certain holders, as ‘general category income’). Gains or losses realized by a United States Holder on the sale or exchange of Ordinary Shares generally will be treated as U.S.-source gain or loss. The rules governing the foreign tax credit are complex and ASML suggests that each United States Holder consult his or her own tax advisor to determine whether, and to what extent, a foreign tax credit will be available.

Dividends received by a United States Holder will generally be taxed at ordinary income tax rates. However, the Jobs and Growth Tax Reconciliation Act of 2003, as amended by the Tax Increase and Prevention Act of 2005 and the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 reduce to 15.0 percent the maximum tax rate for certain dividends received by individuals through taxable years beginning on or before December 31, 2012, so long as certain exclusions do not apply and the stock has been held for at least 60 days during the 121-day period beginning 60 days before the ex-dividend date. Dividends received from ‘qualified foreign corporations’ generally qualify for the reduced rate. A non-United States corporation (other than a passive foreign investment company) generally will be considered to be a qualified foreign corporation if: (i) the shares of the non-United States corporation are readily tradable on an established securities market in the United States or (ii) the non-United States corporation is eligible for the benefits of a comprehensive income tax treaty with the United States that has been identified as a qualifying treaty and contains an exchange of information program. Individual United States Holders should consult their tax advisors regarding the impact of this provision on their particular situations.

Dividends paid by ASML generally will constitute ‘portfolio income’ for purposes of the limitations on the use of passive activity losses (and, therefore, generally may not be offset by passive activity losses) and as ‘investment income’ for purposes of the limitation on the deduction of investment interest expense.

Taxation on Sale or Other Disposition of Ordinary Shares

Upon a sale or other disposition of Ordinary Shares, a United States Holder will generally recognize capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount realized, if paid in U.S. dollars, or the U.S. dollar value of the amount realized (determined at the spot rate on the settlement date of the sale) if proceeds are paid in currency other than the U.S. dollar, as the case may be, and the United States Holder’s U.S. tax basis (determined in U.S. dollars) in such Ordinary Shares. Generally, the capital gain or loss will be long-term capital gain or loss if the holding period of the United States Holder in the Ordinary Shares exceeds one year at the time of the sale or other disposition. The deductibility of capital losses is subject to limitations for United States federal income tax purposes. Gain or loss from the sale or other disposition of Ordinary Shares generally will be treated as United States source income or loss for United States foreign tax credit purposes. Generally, any gain or loss resulting from currency fluctuations during the period between the date of the sale of the Ordinary Shares and the date the sale proceeds are converted into U.S. dollars will be treated as ordinary income or loss from sources within the United States. Each United States Holder should consult his or her tax advisor with regard to the translation rules applicable when computing its adjusted U.S. tax basis and the amount realized upon a sale or other disposition of its Ordinary Shares if purchased in, or sold or disposed of for, a currency other than U.S. dollar.

Information Reporting and Backup Withholding

Information returns may be filed with the IRS in connection with payments on the Ordinary Shares or proceeds from a sale, redemption or other disposition of the Ordinary Shares. A ‘backup withholding’ tax may be applied to, and withheld from, these payments if the beneficial owner fails to provide a correct taxpayer identification number to the paying agent and to comply with certain certification procedures or otherwise establish an exemption from backup withholding. Any

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amounts withheld under the backup withholding rules might be refunded (or credited against the beneficial owner’s United States federal income tax liability, if any) depending on the facts and provided that the required information is furnished to the IRS.

The discussion set out above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of shares including the tax consequences under state, local and other tax laws and the possible 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 US 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 and sales of shares. In addition, we are not required to file reports and financial statements with the Commission as frequently or 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, within four months after the end of each fiscal year, an annual report on Form 20-F containing financial statements audited by an independent accounting firm and interactive data comprising financial statements in extensible business reporting language. We publish unaudited interim financial information after the end of each quarter. We furnish this quarterly financial information to the Commission under cover of a Form 6-K.

Documents we file with the Commission are publicly available at its public reference room at 100 F Street, N.E., Washington, DC 20549. The Commission also maintains a website that 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 on the operation of the public reference facilities.

I. Subsidiary Information

See Item 4.C. “Organizational Structure”.

Item 11 Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain financial risks such as market risk (including foreign currency exchange risk and interest rate risk), credit risk, liquidity risk and capital risk. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potentially adverse effects on our financial performance. We use derivative financial instruments to hedge certain risk exposures. None of our transactions are entered into for trading or speculative purposes. We believe that market information is the most reliable and transparent measure for our derivative financial instruments that are measured at fair value. To mitigate the risk that any of our counterparties in hedging transactions is unable to meets its obligations, we only enter into transactions with a limited number of major financial institutions that have high credit ratings and closely monitor the creditworthiness of our counterparties. Concentration risk is mitigated by limiting the exposure to a single counterparty. Our risk management program focuses appropriately on the current environment of uncertainty in the financial markets, especially in the euro-zone.

Foreign currency risk management

Our sales are predominately denominated in euros. Exceptions may occur on a customer by customer basis. Our cost of sales and other expenses are mainly denominated in euros, to a certain extent in U.S. dollars and Japanese yen and to a limited extent in other currencies. Therefore, we are exposed to foreign currency exchange risk.

It is our policy to hedge material transaction exposures, such as forecasted sales and purchase transactions, and material net remeasurement exposures, such as accounts receivable and payable. We hedge these exposures through

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the use of foreign exchange contracts. It is our policy not to hedge currency translation exposures resulting from net equity investments in foreign subsidiaries.

Details of the forward foreign exchange contracts and hedging activities are included in Note 3 of our consolidated financial statements.

Interest rate risk management

We have interest-bearing assets and liabilities that expose us to fluctuations in market interest rates. We use interest rate swaps to align the interest-typical terms of interest-bearing liabilities with the interest-typical terms of interest-bearing assets. There may be residual interest rate risk to the extent the asset and liability positions do not fully offset.

As part of our hedging policy, we use interest rate swaps to hedge changes in fair value of our Eurobond due to changes in market interest rates, thereby offsetting the variability of future interest receipts on part of our cash and cash equivalents.

Furthermore, as part of our hedging policy, we use interest rate swaps to hedge the variability of future interest cash flows relating to certain of our operating lease obligations.

Details of the interest rate swaps and hedging activities are included in Note 3 of the consolidated financial statements.

Financial instruments

We use foreign exchange contracts to manage our currency risk and interest rate swaps to manage our interest rate risk. The following table summarizes the notional amounts and estimated fair values of our financial instruments:

	2012				2011
As of December 31 (in thousands)	Notional amount EUR		Fair Value EUR		Notional amount EUR		Fair Value EUR
Forward foreign exchange contracts1		262,146		16,805		389,579		(23,999)
Interest rate swaps2		624,900		124,050		641,500		109,991

1 Relates to forward contracts assigned as a hedge to forecasted sales and purchase transactions and to monetary assets and liabilities, mainly in U.S. dollar and Japanese Yen.

2 Relates to interest rate swaps assigned as a hedge to interest bearing assets and liabilities, mainly related to the Eurobond; the fair value of the interest rate swaps includes accrued interest.

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 terminate the forward foreign exchange contracts at the reporting date, taking into account current interest rates and current exchange rates.

The valuation technique used to determine the fair value of interest rate swaps (used for hedging purposes) is the Net Present Value technique, which is the estimated amount that a bank would receive or pay to terminate the swap agreements at the reporting date, taking into account current interest rates.

Sensitivity analysis financial instruments

Foreign currency sensitivity

We are mainly exposed to fluctuations in exchange rates between the euro and the U.S. dollar and the euro and the Japanese yen. The following table details our sensitivity to a 10.0 percent strengthening of foreign currencies against the euro. The sensitivity analysis includes foreign currency denominated monetary items outstanding and adjusts their translation at the period end for a 10.0 percent strengthening in foreign currency rates. A positive amount indicates an increase in income before income taxes or other comprehensive income, as shown.

	2012				2011
(in thousands)	Impact on income before income taxes EUR		Impact on other comprehensive income EUR		Impact on income before income taxes EUR		Impact on other comprehensive income EUR
U.S. dollar		(5,646)		13,669		(2,317)		17,293
Japanese yen		465		(3,218)		(902)		(6,255)
Other currencies		(7,674)		-		(3,628)		-
Total		(12,855)		10,451		(6,847)		11,038

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It is our policy to limit the effects of currency exchange rate fluctuations on our consolidated statements of operations. The increased effect on income before income taxes in 2012 compared with 2011 reflects our higher net exposure at year end. The negative effect on income before income taxes as presented in the table above for 2012 is mainly attributable to timing differences between the arising and hedging of exposures.

The effects of the fair value movements of cash flow hedges, entered into for U.S. dollar and Japanese yen transactions are recognized in other comprehensive income. The decreased U.S. dollar and Japanese yen effect on other comprehensive income in 2012 compared with 2011 is the result of a decrease in outstanding sales and purchase hedges.

For a 10.0 percent weakening of the foreign currencies against the euro, there would be approximately an equal but opposite effect on the income before income taxes and other comprehensive income.

Interest rate sensitivity

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative financial and non-derivative financial instruments at the balance sheet date with the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. The table below shows the effect of a 1.0 percentage point increase in interest rates on our income before income taxes and other comprehensive income. A positive amount indicates an increase in income before income taxes and other comprehensive income.

	2012				2011
(in thousands)	Impact on income before income taxes EUR		Impact on other comprehensive income EUR		Impact on income before income taxes EUR		Impact on other comprehensive income EUR
Effect of a 1.0 percent point increase in interest rates		20,706		1,488		21,020		1,691

The positive effect on income before income taxes mainly relates to our cash and cash equivalents and short-term investments. The positive effect on other comprehensive income, is mainly attributable to the fair value movements of the interest rate swaps designated as cash flow hedges.

For a 1.0 percentage point decrease in interest rates there would be a lower opposite effect on income before income taxes and other comprehensive income due to the current interest rates.

See Note 3 to our consolidated financial statements for more information on our financial risk management.

Item 12 Description of Securities Other Than Equity Securities

Not applicable.

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Part II

Item 13 Defaults, Dividend Arrearages and Delinquencies

None.

Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15 Controls and Procedures

Disclosure Controls and Procedures

As of December 31, 2012, the management of ASML conducted an evaluation, under the supervision and with the participation of ASML’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ASML’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, ASML’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2012, ASML’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by ASML in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by ASML is accumulated and communicated to ASML’s management, including ASML’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

ASML’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, for ASML. Under the supervision and with the participation of ASML’s Chief Executive Officer and Chief Financial Officer, ASML’s management conducted an evaluation of the effectiveness of ASML’s internal control over financial reporting as of December 31, 2012 based upon the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management has concluded that ASML’s internal control over financial reporting was effective as of December 31, 2012 at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in conformity with US GAAP.

Deloitte Accountants B.V., an independent registered public accounting firm, has audited the consolidated financial statements included in Item 18 “Financial Statements” and, as part of the audit, has issued a report, included herein, on the effectiveness of ASML’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2012 there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures in Internal Control over Financial Reporting

It should be noted that any system of controls, however well-designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Item  16

A. Audit Committee Financial Expert

Our Supervisory Board has determined that effective March 18, 2004, Mr. Fritz Fröhlich, an independent member of the Supervisory Board, qualifies as the Audit Committee Financial Expert. See also Item 6A.

ASML ANNUAL REPORT 2012 67

B. Code of Ethics

Within ASML, we use a code of ethics and conduct (“Code of Conduct”), that focuses on the following five key areas:

1. show respect for people and planet;

2. operate with integrity;

3. preserve intellectual property and other assets;

4. manage exposure by following processes; and

5. adhere to the ASML business principles and applicable laws, and speak up.

The five key areas of the Code of Conduct are translated into a set of Business Principles, an internal set of practical rules and procedures that support the ASML employees in their the day-to-day activities and decision making process. The Code of Conduct is available on our website (www.asml.com).

Furthermore, in order to enhance adherence to and enforcement of the Code of Conduct and internal Business Principles, we use a reporting procedure that provides for whistleblower protection when reporting fraud and other breaches of the Code of Conduct and Business Principles. The reporting procedure is also posted on our website (www.asml.com).

C. Principal Accountant Fees and Services

Deloitte Accountants B.V. has served as our independent registered public accounting firm for each of the three financial years up to December 31, 2012. The following table sets out the aggregate fees for professional audit services and other services rendered by Deloitte Accountants B.V. and its member firms and/or affiliates in 2012 and 2011:

Year ended December 31 (in thousands)	2012 Deloitte  Accountants B.V. EUR		Deloitte  Network EUR		Total EUR		2011 Deloitte  Accountants B.V. EUR		Deloitte  Network EUR		Total EUR
Audit fees in relation to annual reports		1,002		-		1,002		1,022		-		1,022
Other audit fees		-		352		352		40		382		422
Audit-related fees		149		-		149		49		-		49
Tax fees		-		353		353		-		322		322
Other		-		247		247		-		-		-
Principal accountant fees and services		1,151		952		2,103		1,111		704		1,815

Audit fees and other audit fees

Audit fees primarily relate to the audit of our annual consolidated financial statements set out in our Annual Report on Form 20-F, our Statutory Annual Report, agreed upon procedures on our quarterly financial results and services related to statutory and regulatory filings of ASML Holding N.V. and its subsidiaries.

Audit-related fees

Audit-related fees mainly related to various audit services not related to the ASML’s consolidated financial statements.

Tax fees

Tax fees can be detailed as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Corporate Income Tax compliance services		123		73
Tax assistance for expatriate employees		79		179
Other tax advisory and compliance		151		70
Tax fees		353		322

The Audit Committee has approved the external audit plan and related audit fees for the year 2012. The Audit Committee has adopted a policy regarding audit and non-audit services, in consultation with Deloitte Accountants B.V. This policy ensures the independence of our auditors by expressly setting forth all services that the auditors may not perform and reinforcing the principle of independence regardless of the type of work performed. Certain non-audit services, such as certain tax-related services and acquisition advisory services, are permitted. The Audit Committee pre-

ASML ANNUAL REPORT 2012 68

approves all audit and non-audit services not specifically prohibited under this policy and reviews the annual external audit plan and any subsequent engagements.

The Audit Committee will monitor compliance with the new Dutch rules on non-audit services provided by our auditor, which outlines strict separation of audit and advisory services for Dutch public interest entities. Furthermore, we will evaluate the implication of the mandatory firm rotation (not applicable to financial years before January 1, 2016) which applies to all Dutch public interest entities.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

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

In addition to dividend payments, we intend to return cash to our shareholders on a regular basis through share buybacks or capital repayment, subject to our actual and anticipated level of liquidity requirements, our current share price, other market conditions and other relevant factors.

On April 25, 2012, the General Meeting of Shareholders authorized the repurchase of up to a maximum of two times 10.0 percent of our issued share capital as of the date of authorization through October 25, 2013.

On January 19, 2011, we announced our intention to repurchase up to EUR 1.0 billion of our own shares within the next two years. On January 18, 2012, we announced to increase the size of the program to a maximum amount of EUR 1,130 million. During the period from January 20, 2011 up to and including November 22, 2012, when the program was completed, we had purchased 36,952,634 of our shares at an average price of EUR 30.58 per share. Of the shares purchased, 24,627,581 have been cancelled with the remaining shares intended to be cancelled in 2013.

Furthermore, on January 18, 2012, we announced our intention to purchase up to 2.2 million of additional shares during 2012 for the purpose of covering outstanding employee stock and stock option plans. During the period from November 22, 2012 up to and including December 14, 2012, when the program was completed, a total number of 2.2 million shares was purchased for a total amount of EUR 105.2 million at an average price of EUR 47.81 per share. These shares will be held as treasury shares pending delivery pursuant to such plans.

Both programs had been suspended between July 10, 2012 and October 18, 2012 following the announcement of the Customer Co-Investment Program on July 9, 2012.

The following table provides a summary of shares repurchased by ASML in 2012 (excluding the effect of the Synthetic Share Buyback):

Period	Total number of shares purchased		Average price paid per Share (EUR)		Total number of shares purchased as part of publicly announced plans or programs		Maximum value of shares that may yet be purchased under the program1 (EUR)		Maximum number of shares that may yet be purchased under the program2
January 20 - 31, 2012		2,132,366		32.65		2,132,366		360,369,363		2,200,000
February 1 - 28, 2012		1,025,407		34.71		3,157,773		324,780,615		2,200,000
March 1 - 31, 2012		949,726		35.76		4,107,499		290,820,741		2,200,000
April 1 - 30, 2012		654,169		37.18		4,761,668		266,501,698		2,200,000
May 2 - 31, 2012		1,219,480		36.88		5,981,148		221,530,029		2,200,000
June 1 - 30, 2012		1,133,550		38.61		7,114,698		177,764,616		2,200,000
July 1 - 29, 2012		428,000		40.65		7,542,698		160,366,940		2,200,000
August 1 - 31, 2012		-		-		7,542,698		160,366,940		2,200,000
September 1 - 30, 2012		-		-		7,542,698		160,366,940		2,200,000
October 3 - 31, 2012		1,153,112		41.86		8,695,810		112,099,413		2,200,000
November 1 - 30, 2012		3,240,099		44.10		11,935,909		-		1,542,149
December 1 - 31, 2012		1,542,149		48.24		13,478,058		-		-
Total		13,478,058		39.71

1 Program to purchase shares up to a maximum amount of EUR 1,130 million. We have or will cancel these shares.

2 Program to purchase up to 2.2 million shares for the purpose of covering outstanding employee stock and stock option plans.

At the EGM held on September 7, 2012, a resolution was passed to amend the Articles of Association in connection with the Synthetic Share Buyback to be effected in connection with the Customer Co-Investment Program. We refer to Item 10 B. “Memorandum and Articles of Association” for a summary description of these amendments. On November 24,

ASML ANNUAL REPORT 2012 69

2012, we effectuated the amendments consisting of a repayment to shareholders (excluding participating customers) of EUR 9.18 per ordinary share and the exchange of each 100 ASML ordinary shares for 77 ASML ordinary shares.

As a result of these amendments, which in substance constitute a Synthetic Share Buyback, we effectively repurchased 93,411,216 shares at an average price of EUR 39.91 for a total amount of EUR 3,728.3 million.

Period	Year		Total amount paid    (in EUR millions)		Total Number of Shares    Purchased		Average    Price Paid per Share (EUR)		Reduction of Shares Outstanding    vs Beginning of Year (Percentage)
Share Buybacks		2006		677.2		40,385,139		16.77		8.3
Synthetic Share Buyback		2007		1,011.9		55,093,409		18.37		11.5
Share Buybacks		2007		359.8		17,000,000		21.16		3.6
Share Buybacks		2008		87.6		5,000,000		17.52		1.1
Share Buybacks		2011		700.0		25,674,576		27.26		5.9
Synthetic Share Buyback		2012		3,728.3		93,411,216		39.91		22.6
Share Buybacks		2012		535.2		13,478,058		39.71		3.3
Total / Average1				3,371.7		156,631,182		21.53		32.3

1 Totals, average and percentage are excluding the synthetic share buyback executed in 2012 as part of our Customer Co-Investment Program. The percentage represents the reduction of shares outstanding compared to January 1, 2006.

F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate Governance

NASDAQ rules provide that foreign private issuers may follow home country practice in lieu of the NASDAQ corporate governance standards subject to certain exceptions and except to the extent that such exemptions would be contrary to US federal securities laws. The practices followed by ASML in lieu of NASDAQ rules are described below:

• ASML does not follow NASDAQ’s quorum requirements applicable to meetings of ordinary shareholders. In accordance with Dutch law and Dutch generally accepted business practice, ASML’s Articles of Association provide that there are no quorum requirements generally applicable to General Meetings of Shareholders.

• ASML does not follow NASDAQ’s requirements regarding the provision of proxy statements for General Meetings of Shareholders. Dutch law does not have a regulatory regime for the solicitation of proxies: the solicitation of proxies is not a generally accepted business practice in the Netherlands. ASML does provide shareholders with an agenda and other relevant documents for the General Meeting of Shareholders.

• Dutch law requires that ASML’s external auditors be appointed by the AGM and not by the Audit Committee as contemplated by NASDAQ rules.

• ASML does not follow NASDAQ’s requirement regarding distribution to shareholders of copies of an Annual Report containing audited financial statements prior to our AGM. The distribution of Annual Reports to shareholders is not required under Dutch corporate law or Dutch securities laws, or by NYSE Euronext Amsterdam. Furthermore, it is generally accepted business practice for Dutch companies not to distribute annual reports. In part, this is because the Dutch system of bearer shares has made it impractical to keep a current list of holders of the bearer shares in order to distribute the Annual Reports. Instead, we make our annual report available at our corporate head office in the Netherlands (and at the offices of our Dutch listing agent as stated in the convening notice for the meeting) approximately two weeks prior to convocation of the AGM. In addition, we post a copy of our annual report on our website prior to the Annual General Meeting of Shareholders.

• ASML does not follow NASDAQ’s requirement to obtain shareholder approval of stock option or purchase plans or other equity compensation arrangements available to officers, directors or employees. It is not required under Dutch law or generally accepted practice for Dutch companies to obtain shareholder approval of equity compensation arrangements available to officers, directors or employees. The AGM adopts the remuneration policy for the Board of Management, approves equity compensation arrangements for the Board of Management and approves the remuneration for the Supervisory Board. The actual total remuneration (including equity compensation) for individual members of the Board of Management is determined by the Supervisory Board. Equity compensation arrangements for employees are adopted by the Board of Management within limits approved by the AGM.

ASML ANNUAL REPORT 2012 70

H. Mine Safety Disclosure

Not applicable.

ASML ANNUAL REPORT 2012 71

ASML ANNUAL REPORT 2012 72

Part III

Item 17 Financial Statements

Not applicable.

Item 18 Financial Statements

In response to this item, ASML incorporates herein by reference the consolidated financial statements of ASML set out on pages F-2 through F-55 hereto.

Item 19 Exhibits

Exhibit No.	Description
1	Articles of Association of ASML Holding N.V. (English translation) (Incorporated by reference to Amendment No. 13 to the Registrant’s, Registration Statement on Form 8-A/A, filed with the Commission on February 8, 2013)
2.1	Fiscal Agency Agreement between ASML Holding N.V., Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. relating to the Registrant’s 5.75 percent Notes due 2017 (Incorporated by reference to the Registrant’s Annual Report for the year ended December 31, 2008)
4.1	Agreement between ASM Lithography B.V. and Carl Zeiss, dated March 17, 2000 (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2000)1
4.2	Agreement between ASML Holding N.V. and Carl Zeiss, dated October 24, 2003 (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003)1
4.3	Form of Indemnity Agreement between ASML Holding N.V. and members of its Board of Management (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003)
4.4	Form of Indemnity Agreement between ASML Holding N.V. and members of its Supervisory Board (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003)
4.5	Form of Employment Agreement for members of the Board of Management (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2003)
4.6	Nikon-ASML Patent Cross-License Agreement, dated December 10, 2004, between ASML Holding N.V. and Nikon Corporation (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004)1
4.7	ASML/Zeiss Sublicense Agreement, 2004, dated December 10, 2004, between Carl Zeiss SMT AG and ASML Holding N.V. (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004)1
4.8	ASML New Hires and Incentive Stock Option Plan For Management (Version 2003) (Incorporated by reference to the Registrant’s Statement on Form S-8, filed with the Commission on September 2, 2003 (File No. 333-109154))
4.9	ASML Incentive and New Hire Option Plan for Board of Management (Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed with the Commission on June 9, 2004 (File No. 333-116337))
4.10	ASML Option Plan for Management of ASML Holding Group Companies (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 30, 2005 (file No. 333-126340))
4.11	ASML Stock Option Plan for New Hire Options granted to Members of the Board of Management (Version April 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
4.12	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
4.13	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
4.14	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
4.15	ASML Restricted Stock Plan (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 7, 2007 (file No. 333-141125))
4.16	Brion Technologies, Inc., 2002 Stock Option Plan (as amended on March 25, 2005; March 24, 2006; and November 17, 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on April 20, 2007 (file No. 333-142254))
4.17	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
4.18	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
4.19	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
4.20	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
4.21	ASML Performance Stock Plan for Members of the Board of Management (Version 1) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
4.22	ASML Performance Stock Option Plan for Members of the Board of Management (Version 2) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))

ASML ANNUAL REPORT 2012 73

Exhibit No.	Description
4.23	ASML Stock Option Plan from Base Salary for Senior & Executive Management (Version October 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 2, 2007 (file No. 333-147128))
4.24	ASML Performance Stock Option Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s. Registration Statement on Form S-8 filed with the Commission on August 29, 2008 (file No. 333-153277))
4.25	ASML Performance Share Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008 (file No. 333-153277))
4.26	ASML Restricted Stock Plan (version 2) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008 (file No. 333-153277))
4.27	ASML Performance Stock Plan for Members of the Board of Management (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 13, 2009 (file No. 333-162439))
4.28	ASML Performance Stock Option Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s. Registration Statement on Form S-8 filed with the Commission on October 13, 2009 (file No. 333-162439))
4.29	ASML Performance Share Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 13, 2009 (file No. 333-162439))
4.30	ASML Share and Option Purchase Plan for Employees (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 20, 2010 (file No. 333-170034))
4.31	Investment Agreement between ASML Holding N.V. and Intel Corporation, dated July 9, 20122
4.32	450mm NRE Funding Agreement between ASML Holding N.V., and Intel Corporation, dated July 9, 20121, 2
4.33	EUV NRE Funding Agreement between ASML Holding N.V., and Intel Corporation, dated July 9, 20121, 2
4.34	Shareholder Agreement between ASML Holding N.V. and Intel Holdings B.V., Intel Corporation and Stichting Administratiekantoor MAKTSJAB dated September 12, 20122
4.35	Agreement and Plan of Merger by and among ASML Holding N.V., Kona Acquisition Company, Inc. Cymer, Inc. and certain other parties set forth therein, date October 16, 2012 (incorporated by reference to Annex A to the Registrant’s Registration Statement on Form F-4 filed with the Commission on November 21, 2012 (file No. 333-185120))
8.1	List of Main Subsidiaries2
12.1	Certification of CEO and CFO Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19342
13.1	Certification of CEO and CFO Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022
15.1	Consent of Deloitte Accountants B.V.2
101.INS	XBRL Instance Document2
101.SCH	XBRL Taxonomy Extension Schema Document2
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document2
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document2
101.LAB	XBRL Taxonomy Extension Label Linkbase Document2
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document2

1 Certain information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

2 Filed at the Commission herewith.

ASML Holding N.V. hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

ASML Holding N.V. (Registrant)

/s/ Eric Meurice

Eric Meurice

President, Chief Executive Officer and Chairman of the Board of Management

Dated: February 12, 2013

/s/ Peter T.F.M. Wennink

Peter T.F.M. Wennink

Executive Vice President, Chief Financial Officer and Member of the Board of Management

Dated: February 12, 2013

ASML ANNUAL REPORT 2011 74

Financial Statements

Index to Financial Statements

F-2	Consolidated Statements of Operations
F-2	Consolidated Statements of Comprehensive Income
F-3	Consolidated Balance Sheets
F-4	Consolidated Statements of Shareholders’ Equity
F-5	Consolidated Statements of Cash Flows
F-6	Notes to the Consolidated Financial Statements
F-55	Report of Independent Registered Public Accounting Firm

ASML ANNUAL REPORT 2012 F-1

Consolidated Statements of Operations

Notes	Year ended December 31 (in thousands, except per share data)	2012 EUR		2011 2 EUR		2010 EUR
20	Net system sales		3,801,632		4,883,913		3,894,742
	Net service and field option sales		929,923		767,122		613,196
20	Total net sales		4,731,555		5,651,035		4,507,938
	Cost of system sales		2,198,921		2,793,931		2,222,965
	Cost of service and field option sales		527,377		407,714		329,803
22	Total cost of sales		2,726,298		3,201,645		2,552,768
	Gross profit on sales		2,005,257		2,449,390		1,955,170
22, 23	Research and development costs		589,182		590,270		523,426
22	Selling, general and administrative costs		259,301		217,904		181,045
	Income from operations		1,156,774		1,641,216		1,250,699
24	Interest income		16,585		41,156		15,125
24	Interest expense		(22,781)		(33,737)		(23,301)
	Income before income taxes		1,150,578		1,648,635		1,242,523
19	Provision for income taxes		(4,262)		(181,675)		(220,703)
	Net income		1,146,316		1,466,960		1,021,820
	Basic net income per ordinary share		2.70		3.45		2.35
	Diluted net income per ordinary share1		2.68		3.42		2.33
	Number of ordinary shares used in computing per share amounts (in thousands)
	Basic		424,096		425,618		435,146
	Diluted1		426,986		429,053		438,974

1 The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

2 As of January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

Consolidated Statements of Comprehensive Income

Notes	Year ended December 31 (in thousands)	2012 EUR		2011   EUR		2010 EUR
	Net income		1,146,316		1,466,960		1,021,820
	Foreign currency translation:
3	Gain (loss) on foreign currency translation		8,063		(17,473)		22,286
	Financial instruments, net of taxes:
3	Gain (loss) on derivative financial instruments		214		(4,610)		(49,175)
3	Transfers to net income		(7,761)		51,963		47,954
	Comprehensive income		1,146,832		1,496,840		1,042,885

ASML ANNUAL REPORT 2012 F-2

Consolidated Balance Sheets

Notes	As of December 31 (in thousands, except share and per share data)	2012 EUR		2011 EUR
	Assets
4	Cash and cash equivalents		1,767,596		2,731,782
4	Short-term investments		930,005		-
5	Accounts receivable, net		605,288		880,627
6	Finance receivables, net		265,167		78,853
19	Current tax assets		57,116		32,105
7	Inventories, net		1,856,970		1,624,627
19	Deferred tax assets		103,695		120,720
8	Other assets		246,005		238,095
	Total current assets		5,831,842		5,706,809
6	Finance receivables, net		38,621		-
19	Deferred tax assets		39,443		38,735
8	Other assets		311,538		307,251
9	Goodwill		149,168		146,044
10	Other intangible assets, net		9,943		8,366
11	Property, plant and equipment, net		1,029,923		1,053,610
	Total non-current assets		1,578,636		1,554,006
	Total assets		7,410,478		7,260,815
	Liabilities and shareholders’ equity
	Accounts payable		188,961		444,269
12	Accrued and other liabilities		1,880,370		1,768,647
19	Current tax liabilities		10,791		14,999
14	Current portion of long-term debt		3,610		2,587
13	Provisions		2,280		2,326
19	Deferred and other tax liabilities		271		214
	Total current liabilities		2,086,283		2,233,042
14	Long-term debt		755,880		733,781
19	Deferred and other tax liabilities		88,307		176,727
13	Provisions		7,974		10,012
12	Accrued and other liabilities		405,141		663,099
	Total non-current liabilities		1,257,302		1,583,619
	Total liabilities		3,343,585		3,816,661
16, 18	Commitments and contingencies		-		-
	Cumulative Preference Shares; EUR 0.09 nominal value; 700,000,000 shares authorized at December 31, 2012 and 2011; none issued and outstanding at December 31, 2012 and 2011;		-		-
	Ordinary Shares B; EUR 0.01 nominal value; 9,000 shares authorized at December 31, 2012; none issued and outstanding per December 31, 2012; not applicable per December 31, 2011;		-		-
	Ordinary Shares; EUR 0.09 nominal value; 699,999,000 shares authorized at December 31, 2012; 407,165,221 issued and outstanding at December 31, 2012; 700,000,000 shares authorized at December 31, 2011; 413,669,257 issued and outstanding at December 31, 2011;
	Issued and outstanding shares		37,470		38,354
	Share premium		483,651		473,043
	Treasury shares at cost		(464,574)		(416,417)
	Retained earnings		3,931,359		3,270,703
	Accumulated other comprehensive income		78,987		78,471
26	Total shareholders’ equity		4,066,893		3,444,154
	Total liabilities and shareholders’ equity		7,410,478		7,260,815

ASML ANNUAL REPORT 2012 F-3

Consolidated Statements of Shareholders’ Equity

		Issued and Outstanding Shares						Treasury				Accumulated Other Compre-
Notes	(in thousands)	Number1		Amount EUR		Share Premium EUR		Shares at cost EUR		Retained Earnings EUR		hensive Income EUR			Total EUR
	Balance at January 1, 2010		433,639		39,028		476,261		(218,203)		1,450,156		27,526			1,774,768
	Components of comprehensive income:
	Net income		-		-		-		-		1,021,820		-			1,021,820
3	Foreign Currency Translation, net of taxes		-		-		-		-		-		22,286			22,286
3	Loss on financial instruments, net of taxes		-		-		-		-		-		(1,221)			(1,221)
17, 21, 22	Share-based payments		-		-		12,109		-		-		-			12,109
17, 21	Issuance of shares		2,954		265		(17,223)		66,531		(18,573)		-			31,000
26	Dividend paid		-		-		-		-		(86,960)		-			(86,960)
17, 19	Tax benefit from share-based payments		-		-		106		-		-		-			106
	Balance at December 31, 2010		436,593		39,293		471,253		(151,672)		2,366,443		48,591	2		2,773,908
	Components of comprehensive income:
	Net income		-		-		-		-		1,466,960		-			1,466,960
3	Foreign Currency Translation, net of taxes		-		-		-		-		-		(17,473)			(17,473)
3	Gain on financial instruments, net of taxes		-		-		-		-		-		47,353			47,353
	Purchase of treasury shares		(25,675)		-		-		(700,452)		-		-			(700,452)
	Cancellation of treasury shares		-		(1,187)		-		373,801		(372,614)		-			-
17, 21, 22	Share-based payments		-		-		12,430		-		-		-			12,430
17, 21	Issuance of shares		2,751		248		(10,629)		61,906		(17,441)		-			34,084
26	Dividend paid		-		-		-		-		(172,645)		-			(172,645)
17, 19	Tax deficit from share-based payments		-		-		(11)		-		-		-			(11)
	Balance at December 31, 2011		413,669		38,354		473,043		(416,417)		3,270,703		78,471	2		3,444,154
	Components of comprehensive income:
	Net income		-		-		-		-		1,146,316		-			1,146,316
3	Foreign Currency Translation		-		-		-		-		-		8,063			8,063
3	Loss on financial instruments, net of taxes		-		-		-		-		-		(7,547)			(7,547)
	Customer Co-Investment Program:
26, 28	Issuance of shares		96,566		8,691		3,968,677		-		-		-			3,977,368
26, 28	Fair value differences3		-		-		(123,416)		-		-		-			(123,416)
26, 28	Capital repayment4		(93,411)		(8,691)		(3,845,261)		125,628		-		-			(3,728,324)
26	Purchase of treasury shares		(13,478)		(198)		-		(535,175)		-		-			(535,373)
26	Cancellation of treasury shares		-		(1,030)		-		294,752		(293,722)		-			-
17, 21, 22	Share-based payments		-		-		18,714		-		-		-			18,714
17, 21	Issuance of shares		3,819		344		(10,222)		66,638		(3,046)		-			53,714
26	Dividend paid		-		-		-		-		(188,892)		-			(188,892)
17, 19	Tax benefit from share-based payments		-		-		2,116		-		-		-			2,116
	Balance at December 31, 2012		407,165		37,470		483,651		(464,574)		3,931,359		78,987	2		4,066,893

1 As of December 31, 2012, the number of issued shares was 419,852,467. This includes the number of issued and outstanding shares of 407,165,221 and the number of treasury shares of 12,687,246. As of December 31, 2011, the number of issued shares was 431,294,790. This includes the number of issued and outstanding shares of 413,669,257 and the number of treasury shares of 17,625,533.

2 As of December 31, 2012, accumulated other comprehensive income, net of taxes, consists of EUR 83.5 million relating to foreign currency translation (2011: EUR 75.5 million; 2010: EUR 93.0 million) and EUR 4.5 million relating to unrealized losses on financial instruments (2011: EUR 3.0 million gains; 2010: EUR 44.4 million losses).

3 The difference between the fair value of the shares and the subscription price of the shares issued to the participating customers in the Customer Co-Investment Program.

4 In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders’ equity was returned to our shareholders (excluding Intel Corporation (“Intel”), Taiwan Semiconductor Manufacturing Company Ltd. (“TSMC”) and Samsung Electronics Corporation (“Samsung”) (collectively referred to as “participating customers” in the Customer Co-investment Program)) and the number of shares was reduced by 23 percent. See Note 26.

ASML ANNUAL REPORT 2012 F-4

Consolidated Statements of Cash Flows

Notes	Year ended December 31 (in thousands)	2012 EUR			2011 EUR		2010 EUR
	Cash Flows from Operating Activities
	Net income		1,146,316			1,466,960		1,021,820
	Adjustments to reconcile net income to net cash flows from operating activities:
10, 11	Depreciation and amortization		186,620			165,185		151,444
9, 10, 11	Impairment		3,234			12,272		8,563
11	Loss on disposal of property, plant and equipment1		2,272			3,368		2,913
17, 21	Share-based payments		18,714			12,430		12,109
5	Allowance for doubtful receivables		458			849		(1,256)
7	Allowance for obsolete inventory		130,911			60,300		55,691
19	Deferred income taxes		(72,374)			63,250		28,053
	Changes in assets and liabilities:
5	Accounts receivable		246,982			267,209		(748,898)
6	Finance receivables		(225,103)			(37,301)		(20,000)
7	Inventories1		(352,716)			(276,243)		(706,233)
8	Other assets		19,117			(58,292)		(114,003)
12, 13	Accrued and other liabilities		(147,691)			589,217		862,919
	Accounts payable		(225,083)			(126,234)		350,231
19	Current income taxes		(28,179)			(72,530)		36,695
	Net cash provided by operating activities		703,478			2,070,440		940,048
	Cash Flows from Investing Activities
11	Purchase of property, plant and equipment1		(171,878)			(300,898)		(128,728)
11	Proceeds from sale of property, plant and equipment1		-			-		3,825
10	Purchase of intangible assets		(7,658)			-		-
4	Purchase of available for sale securities		(1,379,997)			-		-
4	Maturity of available for sale securities		449,992			-		-
	Acquisition of subsidiaries (net of cash acquired)		(10,292)			-		-
	Net cash used in investing activities		(1,119,833)			(300,898)		(124,903)
	Cash Flows from Financing Activities
26	Dividend paid		(188,892)			(172,645)		(86,960)
27	Purchase of shares		(535,373)			(700,452)		-
17, 21	Net proceeds from issuance of shares		3,907,666	2		34,084		31,000
26	Capital Repayment		(3,728,324)	3		-		-
	Deposits from customers		-			(150,000)		150,000
14	Repayment of debt		(2,776)			(2,537)		(1,444)
17, 19	Tax benefit (deficit) from share-based payments		2,116			(11)		106
	Net cash provided by (used in) financing activities		(545,583)			(991,561)		92,702
	Net cash flows		(961,938)			777,981		907,847
	Effect of changes in exchange rates on cash		(2,248)			3,967		4,913
	Net increase (decrease) in cash and cash equivalents		(964,186)			781,948		912,760
4	Cash and cash equivalents at beginning of the year		2,731,782			1,949,834		1,037,074
4	Cash and cash equivalents at end of the year		1,767,596			2,731,782		1,949,834
	Supplemental Disclosures of Cash Flow Information:
	Interest paid		(37,906)			(35,919)		(35,559)
	Taxes paid		(109,504)			(202,312)		(148,915)

1 An amount of EUR 204.8 million (2011: EUR 300.5 million, 2010: EUR 214.1 million) of the additions in property, plant and equipment relates to non-cash transfers from inventory, an amount of EUR 9.6 million relates to other non-cash movements (mainly investments not yet paid and inceptions of finance lease arrangements) and an amount of EUR 222.9 million (2011: EUR 145.3 million, 2010: EUR 110.4 million) of the disposal of property, plant and equipment relates to non-cash transfers to inventory. Since the transfers between inventory and property, plant and equipment are non-cash events, these are not reflected in these consolidated statements of cash flows. For further details see Note 11.

2 The net proceeds from issuance of shares includes an amount of EUR 3,853.9 million related to the share issuances in connection to the Customer Co-Investment Program.

3 The difference of EUR 125.6 million between the capital repayment of EUR 3,728.3 million and the net proceeds from issuance of shares of EUR 3,853.9 million relates to the capital repayment on ASML’s treasury shares which was also part of the Synthetic Share Buyback in November 2012.

ASML ANNUAL REPORT 2012 F-5

Notes to the Consolidated Financial Statements

1. General information / Summary of significant accounting policies

ASML Holding N.V. (“ASML”), with its corporate headquarters in Veldhoven, the Netherlands, is engaged in the development, production, marketing, sale and servicing of advanced semiconductor equipment systems exclusively consisting of lithography systems. ASML’s principal operations are in the Netherlands, the United States of America and Asia.

Our shares are listed for trading in the form of registered shares on NASDAQ and on NYSE Euronext Amsterdam. The principal trading market of our ordinary shares is NYSE Euronext Amsterdam.

Basis of preparation

The accompanying consolidated financial statements are stated in thousands of euros (“EUR”) unless indicated otherwise.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

The preparation of ASML’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet dates, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements include the financial statements of ASML Holding N.V. and all of its subsidiaries and the variable interest entities in which ASML is the primary beneficiary (referred to as “ASML”). All intercompany profits, balances and transactions have been eliminated in the consolidation.

Subsidiaries

Subsidiaries are all entities over which ASML has the power to govern financial and operating policies generally accompanying a shareholding of more than half of the voting rights. As from the date that these criteria are met, the financial data of the relevant subsidiaries are included in the consolidation.

Acquisitions of subsidiaries are included on the basis of the acquisition method. The cost of acquisition is measured based on the consideration transferred, the fair value of other assets distributed and the fair value of liabilities incurred or assumed at the acquisition date (i.e., the date at which we obtain control). The excess of the costs of an acquired subsidiary over the net of the amounts assigned to assets acquired and liabilities incurred or assumed, is capitalized as goodwill. Acquisition-related costs are expensed when incurred in the period they arise or the service is received.

Variable Interest Entities

We assess whether we have a controlling financial interest in any Variable Interest Entity (“VIE”) and, thus, whether we are the VIE’s primary beneficiary. ASML shall be deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a.) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b.) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If ASML has a controlling financial interest in a VIE, it is required to consolidate the VIE.

Foreign currency translation

The financial information for subsidiaries outside the euro-zone is generally measured using local currencies as the functional currency. The financial statements of those foreign subsidiaries are translated into euros in the preparation of ASML’s consolidated financial statements. Assets and liabilities are translated into euros at the exchange rate in effect on the respective balance sheet dates. Income and expenses are translated into euros based on the average exchange rate for the corresponding period. The resulting translation adjustments are recorded directly in shareholders’ equity. Currency differences on intercompany loans that have the nature of a long-term investment are also accounted for directly in shareholders’ equity.

Derivative financial instruments

We principally use derivative hedging instruments for the management of foreign currency risks and interest rate risks. We measure all derivative hedging instruments based on fair values derived from market prices of the instruments. We

ASML ANNUAL REPORT 2012 F-6

adopt hedge accounting for hedges that are highly effective in offsetting the identified hedged risks taking into account required effectiveness criteria.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. We designate certain derivatives as either:

• A hedge of the exposure to changes in the fair value of a recognized asset or liability, or of an unrecognized firm commitment, that are attributable to a particular risk (fair value hedge);

• A hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk (cash flow hedge); or

• A hedge of the foreign currency exposure of a net investment in a foreign operation (net investment hedge).

We document at the inception of the transaction the relationship between hedging instruments and hedged items, as well as our risk management objectives and strategy for undertaking various hedging transactions. We also document our assessment, both at hedge inception and on an ongoing basis, of whether derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Fair value hedge

Changes in the fair value of a derivative financial instrument that is designated and qualified as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in the consolidated statements of operations.

Hedge accounting is discontinued when we revoke the hedging relationship, the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. The adjustment to the carrying amount of the hedged item arising from the hedged risk is amortized to the consolidated statement of operations from that date.

Interest rate swaps that are being used to hedge the fair value of fixed loan coupons payable are designated as fair value hedges. The change in fair value is intended to offset the change in the fair value of the underlying fixed loan coupons, which is recorded accordingly. The gain or loss relating to the ineffective portion of interest rate swaps hedging fixed loan coupons payable is recognized in the consolidated statements of operations as “interest income” or “interest expense”.

Cash flow hedge

Changes in the fair value of a derivative that is designated and qualified as a cash flow hedge are recorded in other comprehensive income, net of taxes, until the underlying hedged transaction is recognized in the consolidated statements of operations. In the event that the underlying hedge transaction will not occur within the specified time period, the gain or loss on the related cash flow hedge is released from other comprehensive income and included in the consolidated statements of operations, unless, extenuating circumstances exist that are related to the nature of the forecasted transaction and are outside our control or influence and which cause the forecasted transaction to be probable of occurring on a date that is beyond the specified time period.

Foreign currency hedging instruments that are being used to hedge cash flows related to forecasted sales or purchase transactions in non-functional currencies are designated as cash flow hedges. The gain or loss relating to the ineffective portion of the foreign currency hedging instruments is recognized in the consolidated statements of operations in “sales” or “cost of sales”.

Interest rate swaps that are being used to hedge changes in the variability of future interest cash flows to certain of our operating lease obligations are designated as cash flow hedges. The changes in fair value of the derivatives are intended to offset changes in future interest cash flows of such operating lease obligations. The gain or loss relating to the ineffective portion of interest rate swaps hedging the variability of future interest cash flows is recognized in the consolidated statements of operations as “interest income” or “interest expense”.

Net investment hedge

Foreign currency hedging instruments that are being used to hedge changes in the value of a net investment are designated as net investment hedges. Changes in the fair value of a derivative that is designated and qualifies as a net investment hedge are recorded in other comprehensive income, net of taxes. The gain or loss relating to the ineffective portion is recognized in the consolidated statements of operations as “interest income” or “interest expense”. Gains and losses accumulated in other comprehensive income are recognized in the consolidated statements of operations when the foreign operation is (partially) disposed or sold.

ASML ANNUAL REPORT 2012 F-7

Cash and cash equivalents

Cash and cash equivalents consist primarily of highly liquid investments, such as bank deposits, money market funds and interest-bearing bank accounts with insignificant interest rate risk and remaining maturities of three months or less at the date of acquisition.

Short-term investments

Investments with remaining maturities longer than three months and less than one year at the date of acquisition are presented as short-term investments. The short-term investments are classified as available-for-sale securities and are stated at fair value. Gains and losses, other than impairments, interest income and foreign exchange results, are recognized in comprehensive income until the short-term investments are derecognized. Upon derecognition, the cumulative gain or loss recognized in comprehensive income, is recognized in the consolidated statement of operations.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Cost includes net prices paid for materials purchased, charges for freight and customs duties, production labor cost and factory overhead. Allowances are made for slow-moving, obsolete or unsellable inventory.

Allowances for inventory are determined based on the expected demand which is derived from sales forecasts as well as the expected market value of the inventory.

Intangible assets

Goodwill

Goodwill represents the excess of the costs of an acquisition over the fair value of the amounts assigned to assets acquired and liabilities incurred or assumed of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries is allocated to reporting units for the purpose of impairment testing. The allocation is made to those reporting units that are expected to benefit from the business combination in which the goodwill arose. Goodwill is tested for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. Goodwill is stated at cost less accumulated impairment losses.

Other intangible assets

Other intangible assets include acquired intellectual property rights, developed technology, customer relationships and other intangible assets. Other intangible assets are stated at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method based on the estimated useful lives of the assets. The following table presents the estimated useful lives of ASML’s other intangible assets:

Category	Estimated useful life
Intellectual property	3 - 10 years
Developed technology	6 years
Customer relationships	8 years
Other	2 - 6 years

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. Costs of assets manufactured by ASML include direct manufacturing costs, production overhead and interest costs incurred for qualifying assets during the construction period. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets. In the case of leasehold improvements, the estimated useful lives of the related assets do not exceed the remaining term of the corresponding lease.

The following table presents the estimated useful lives of ASML’s property, plant and equipment:

Category	Estimated useful life
Buildings and constructions	5 - 40 years
Machinery and equipment	2 - 5 years
Leasehold improvements	5 - 10 years
Furniture, fixtures and other equipment	3 - 5 years

Land is not depreciated.

Certain internal and external costs associated with the purchase and/or development of internally used software are capitalized when both the preliminary project stage is completed and management has authorized further funding for

ASML ANNUAL REPORT 2012 F-8

the project, which it has deemed probable to be completed and to be usable for the intended function. These costs are depreciated on a straight-line basis over the period of related benefit, which ranges primarily from three to five years.

Evaluation of long-lived assets for impairment

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

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (September 30) and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The test is based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the reporting unit (including goodwill allocated to such unit) with the fair value of that reporting unit. If the carrying amount of the reporting unit is higher than the fair value of the reporting unit, the second step should be performed. In the second step the goodwill impairment is measured as the excess of the carrying amount of the goodwill over its implied fair value. The implied fair value of goodwill is determined by calculating the fair value of the various assets and liabilities included in the reporting unit in the same manner as goodwill is determined in a business combination.

Other intangible assets and property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Other intangible assets and property, plant and equipment are tested for impairment based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the other intangible assets and property, plant and equipment with the fair value being the sum of the related undiscounted future cash flows. Second, if the carrying amount of the other intangible assets and property, plant and equipment is higher than the fair value the assets are considered to be impaired. An impairment expense is recognized as the difference between the carrying amount and the fair value of the other intangible assets and property, plant and equipment.

Provisions

Provisions for lease contract termination costs are recognized when costs will continue to be incurred under a contract for its remaining term without economic benefit to us and we cease using the rights conveyed by the contract. The provisions are measured at fair value which for an operating lease contract is determined based on the remaining lease payments reduced by the estimated sublease payments that could be reasonably obtained.

Revenue recognition

ASML recognizes revenue when all four revenue recognition criteria are met: 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 is reasonably assured. At ASML this policy generally results in revenue recognition from the sale of a system upon shipment. The revenue from the installation of a system is generally recognized upon completion of that installation at the customer site. Each system undergoes, prior to shipment, a “Factory Acceptance Test” in ASML’s clean room facilities, effectively replicating the operating conditions that will be present on the customer’s site, in order to verify whether the system will meet its standard specifications and any additional technical and performance criteria agreed with the customer, if any. A system is shipped, and revenue is recognized, only after all specifications are met and customer sign-off is received or waived. In case not all specifications are met and the remaining performance obligation is not essential to the functionality of the system but is substantive rather than inconsequential or perfunctory, a portion of the sales price is deferred. Although each system’s performance is re-tested upon installation at the customer’s site, ASML has never failed to successfully complete installation of a system at a customer’s premises.

In connection with the introduction of new technology, such as our second-generation EUV systems (NXE:3100), we initially defer revenue recognition until completion of installation and acceptance of the new technology based system at customer premises. As our systems are based largely on two product platforms that permit incremental, modular upgrades, the introduction of genuinely “new” technology occurs infrequently, and in the past 12 years, has occurred on only two occasions: 2010 (EUV) and 1999 (TWINSCAN).

In 2012, we recognized system sales revenue for one NXE:3100 system (2011: three NXE:3100 systems; 2010: no NXE:3100 systems) that was installed at the customer location and was accepted by our customer, for an amount of EUR 43.7 million (2011: EUR 119.3 million and 2010: EUR nil). As of December 31, 2012, no amounts were deferred in relation to NXE:3100 systems (2011: EUR 48.6 million and 2010: EUR 38.5 million).

ASML has no significant repurchase commitments in its general sales terms and conditions. From time to time we repurchase systems that we have manufactured and sold and, following refurbishment, resell those systems to other customers. This repurchase decision is driven by market demand expressed by other customers and not by explicit or implicit contractual arrangements relating to the initial sale. We consider reasonable offers from any vendor, including customers, to repurchase used systems so that we can refurbish, resell, and install these systems as part of our

ASML ANNUAL REPORT 2012 F-9

normal business operations. Once repurchased, the repurchase price of the used system is recorded in work-in-process inventory during the period it is being refurbished, following which the refurbished system is reflected in finished products inventory until it is sold to the customer. As of December 31, 2012 and 2011 ASML had no repurchase commitments.

We offer customers discounts in the normal course of sales negotiations. These discounts are directly deducted from the gross sales price at the moment of revenue recognition. From time to time, we offer volume discounts to certain customers. In some instances these volume discounts can be used to purchase field options (system enhancements). The related amount is recorded as a reduction in revenue at time of shipment. From time to time, we offer free or discounted products or services (award credits) to our customers as part of a volume purchase agreement. The sales transaction that gives rise to these award credits is accounted for as a multiple element revenue transaction as the agreements involve the delivery of multiple products. The consideration received from the sales transaction is allocated between the award credits and the other elements of the sales transaction. The consideration allocated to the award credits is recognized as deferred revenue until award credits are delivered to the customer. The amount allocable to a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the non-contingent amount).

Revenues are recognized excluding the taxes levied on revenues (net basis).

In the event that an arrangement with a customer becomes onerous, we recognize a liability for the amount that the cost of settling the arrangement exceeds the amount of the contract price. When we satisfy the onerous arrangement, we derecognize the related liability.

Multiple element arrangements

The main portion of ASML’s revenue is derived from contractual arrangements with our customers that have multiple deliverables, which mainly include the sale of our systems, installation and training services and prepaid extended and enhanced (optic) warranty contracts. As of January 1, 2011, ASML adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended the guidance on arrangements with multiple deliverables in ASC 605-25. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. We apply this accounting guidance prospectively to arrangements originating or materially modified on or after January 1, 2011. The implementation resulted in additional qualitative disclosures that are included below, but did not result in additional units of accounting and only had an insignificant impact on timing and allocation of revenues.

Each element in the arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by us. We consider a deliverable to have stand-alone value if the product or service is sold separately by us or another vendor or could be resold by the customer. Further, our revenue arrangements do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.

The hierarchy of evidence to determine a selling price in ASC 605-25 is as follows:

• Vendor-Specific Objective Evidence (“VSOE”) – the price at which we sell the element in a separate standalone transaction;

• Third-Party Evidence (“TPE”) – evidence from us or other companies of the value of a largely interchangeable element in a transaction;

• Best Estimate of Selling Price (“BESP”) – our best estimate of the selling price of an element in the transaction.

To determine the selling price in multiple elements arrangements, we establish VSOE of the selling price for installation and training services and prepaid extended and enhanced (optic) warranty contracts. VSOE is determined based on the prices that ASML charges for installation and comparable services (such as relocating a system to another customer site) and prepaid extended and enhanced (optic) warranty contracts on a stand-alone basis, which are subject to normal price negotiations. Revenue from installation and training services is recognized when the services are completed. Revenue from prepaid extended and enhanced (optic) warranty contracts is recognized over the term of the contract. When we are unable to establish the selling price using VSOE or TPE, we use BESP. The objective of using estimated selling price-based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine BESP considering several internal and external factors

ASML ANNUAL REPORT 2012 F-10

including, but not limited to, pricing practices, gross margin objectives, market conditions, competitive environment, internal costs and geographies. We review selling prices every reporting period and maintain internal controls over the establishment and updates of these estimates.

For arrangements entered into through December 31, 2010, we primarily recognize revenue based on the previous guidance of ASC 605-25. The revenue relating to the installation and training services and prepaid extended and enhanced (optic) warranty contracts is deferred at their fair value until delivery of these elements. As we are not able to determine the fair value for the system, but we are able to determine the fair value for all other elements in the arrangement, revenue is allocated as the difference between the total arrangement consideration less the aggregate fair value of all other elements in the arrangement, and no revenue is recognized until all elements without fair value have been delivered.

Lease arrangements

A lease is classified as a sales-type lease if any of the following lease classification criteria are met at its inception:

1. The lease transfers ownership of the property to the lessee by the end of the lease term;

2. The lease contains a bargain purchase option;

3. The lease term is equal to 75 percent or more of the estimated economic life of the leased property; and

4. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor.

In addition revenue is recognized at commencement of the lease term. The present value of the lease payments is recognized as a finance receivable. The difference between the gross receivable and the present value of the receivable is recognized as unearned interest in the consolidated statements of operations.

A lease is classified as an operating lease if the lease classification criteria (as described above) are not met. If ASML has offered its customers an operating lease arrangement, the contract consideration is recognized in the consolidated statements of operations on a straight-line basis over the period of the lease.

Warranty

We provide standard warranty coverage on our systems for 12 months and on certain optic parts for 60 months, providing labor and parts necessary to repair systems and optic parts during the warranty period. The estimated warranty costs are accounted for by accruing these costs for each system upon recognition of the system sale. The estimated warranty costs are based on historical product performance and field expenses. Based upon historical service records, we calculate the charge of average service hours and parts per system to determine the estimated warranty costs. On a semi-annual basis, we assess, and update if necessary, our accounting estimates used to calculate the standard warranty reserve based on the latest actual historical warranty costs and expected future warranty costs.

The extended and enhanced (optic) warranty on our system is accounted for as a separate element of multiple element revenue recognition transactions.

Accounting for shipping and handling fees and costs

ASML bills the customer for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales.

Cost of sales

Cost of system sales comprise direct product costs such as materials, labor, cost of warranty, depreciation, shipping and handling costs and related overhead costs. ASML accrues for the estimated cost of the warranty on its systems, which includes the cost of labor and parts necessary to repair systems during the warranty period. The amounts recorded in the accrued warranty reserve are estimated based on actual historical expenses incurred and on estimated probable future expenses related to current sales. Actual warranty costs are charged against the accrued warranty reserve.

Costs of service sales comprise direct service costs such as materials, labor, depreciation and overhead costs.

Cost of field option sales comprise direct product costs such as materials, labor, cost of warranty, depreciation, shipping and handling costs and related overhead costs.

ASML ANNUAL REPORT 2012 F-11

Research and development costs and credits

Costs relating to research and development (“R&D”) are charged to operating expenses as incurred. ASML receives subsidies and other credits from several Dutch and international (inter-)governmental institutes. These subsidies and other governmental credits that cover R&D costs relating to approved projects are recorded as R&D credits in the R&D line in the consolidated statements of operations in the period in which such costs occur.

Share-based payments

The cost of employee services received (compensation expenses) in exchange for awards of equity instruments are recognized based upon the grant-date fair value of stock options and shares. The grant-date fair value of stock options is estimated using a Black-Scholes option valuation model. This Black-Scholes model requires the use of assumptions, 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 an index populated with euro-denominated European government agency bond with AAA ratings, and with a life equal to the expected life of the equity-settled share-based payments. The grant-date fair value of shares is determined based on the closing price of our ordinary shares on NYSE Euronext Amsterdam on the grant-date.

The grant-date fair value of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on our estimate of equity instruments that will eventually vest. At each balance sheet date, we revise our estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the consolidated statements of operations in the period in which the revision is determined, with a corresponding adjustment to shareholders’ equity.

Our current share-based payment plans do not provide for cash settlement of options and stock.

Income taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effect of incurred net operating losses and for tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. If it is more likely than not that the carrying amounts of deferred tax assets will not be realized, a valuation allowance is recorded to reduce the carrying amounts of those assets.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

On January 1, 2007 we adopted the provisions of FIN 48 “Accounting for Uncertainty in Income Taxes” after codification included in ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Contingencies and litigation

We are party to various legal proceedings generally incidental to our business, as disclosed in Note 18. In connection with these proceedings and claims, our management evaluated, based on the relevant facts and legal principles, the likelihood of an unfavorable outcome and whether the amount of the loss could be reasonably estimated. In most cases, management determined that either a loss was not probable or was not reasonably estimable. Significant subjective judgments were required in these evaluations, including judgments regarding the validity of asserted claims and the likely outcome of legal and administrative proceedings. The outcome of these proceedings, however, is subject to a number of factors beyond our control, most notably the uncertainty associated with predicting decisions by courts and administrative agencies. In addition, estimates of the potential costs associated with legal and administrative proceedings frequently cannot be subjected to any sensitivity analysis, as damage estimates or settlement offers by claimants may bear little or no relation to the eventual outcome. Finally, in any particular proceeding, we may agree to settle or to terminate a claim or proceeding in which we believe that it would ultimately prevail where we believe that doing so, when taken together with other relevant commercial considerations, is more cost-effective than engaging in an expensive and protracted litigation, the outcome of which is uncertain.

We accrue for legal costs related to litigation in our consolidated statements of operations at the time when the related legal services are actually provided.

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Net income per ordinary share

Basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding for that period. The dilutive effect is calculated using the treasury stock method. Excluded from the diluted weighted average number of shares outstanding calculation are cumulative preference shares contingently issuable to the preference share foundation, since they represent a different class of stock than the ordinary shares. See Note 26 for further discussion.

The basic and diluted net income per ordinary share has been calculated in accordance with the following schedule:

Year ended December 31 (in thousands, except per share data)	2012 EUR	2011 EUR	2010 EUR
Net income	1,146,316	1,466,960	1,021,820
Weighted average number of shares outstanding during the year (after deduction of treasury stock)	424,096	425,618	435,146
Basic net income per ordinary share	2.70	3.45	2.35
Weighted average number of shares:	424,096	425,618	435,146
Plus shares applicable to:
Options and conditional shares1	2,890	3,435	3,828
Dilutive potential ordinary shares	2,890	3,435	3,828
Adjusted weighted average number of shares	426,986	429,053	438,974
Diluted net income per ordinary share1	2.68	3.42	2.33

1 The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

Comprehensive income

Comprehensive income consists of net income (loss) and other comprehensive income.

Other comprehensive income refers to revenues, expenses, gains and losses that are not included in net income (loss), but recorded directly in shareholders’ equity. For the year ending December 31, 2012, comprehensive income consists of net income, unrealized gains and losses on financial instruments, being available-for-sale securities and derivative financial instruments designated for hedge accounting, net of taxes, and unrealized gains and losses on foreign currency translation, net of taxes. For the years ended December 31, 2011 and 2010 comprehensive income consists of net income, unrealized gains and losses on financial instruments, being derivative financial instruments designated for hedge accounting, net of taxes, and unrealized gains and losses on foreign currency translation, net of taxes.

New U.S. GAAP Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220)”. Under the ASU, an entity has the option to present comprehensive income in either one continuous statement or two consecutive financial statements. Under both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income (“OCI”) along with a total for OCI and a total amount for comprehensive income. The option under current guidance which permits the presentation of components of OCI as part of the statement of changes in shareholders’ equity has been eliminated. In December 2011, the FASB issued ASU 2011-12 which indefinitely defers certain provisions of ASU 2011-05, the main deferred provision relating to a requirement for entities to present reclassification adjustments out of accumulated OCI by component in both the statements in which net income is presented and the statement in which OCI in any period is presented. The ASU is effective for annual and interim periods beginning after December 15, 2011. We have early adopted this standard; adoption had no impact on our consolidated financial statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Under the new guidance, the entities must disclose both gross information and net information about both instruments and transactions eligible for offset on the balance sheet 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 netting arrangement. The new guidance will be effective for us beginning January 1, 2013. Other than

ASML ANNUAL REPORT 2012 F-13

requiring some additional disclosures, we do not anticipate material impacts on our consolidated financial statements upon adoption.

In July 2012, the FASB issued ASU No. 2012-02 “Testing Indefinite-Lived Intangible Assets for Impairment”. This ASU amends the guidance in ASC 350-30 on testing indefinite-lived intangible assets, other than goodwill, for impairment. The FASB issued the ASU in response to feedback on ASU 2011-08, which amended the goodwill impairment testing requirements by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step impairment test. The new guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The ASU 2012-02 will not have any effect on our consolidated financial statements.

In October 2012, the FASB issued ASU No. 2014-04 “Technical Corrections and Improvements”. This ASU makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments” to the FASB Accounting Standards Codification (the “Codification”). The new guidance will be effective for fiscal years beginning after December 15, 2012. We do not anticipate material impacts on our consolidated financial statements upon adoption.

2. Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement hierarchy prioritizes the inputs to valuation techniques used to measure fair value as follows:

• Level 1: Valuations based on inputs such as quoted prices for identical assets or liabilities in active markets that the entity has the ability to access.

• Level 2: Valuations based on inputs other than level 1 inputs such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

• Level 3: Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s fair value classification is based on the lowest level of any input that is significant in the fair value measurement hierarchy.

Financial assets and financial liabilities measured at fair value on a recurring basis

Investments in money market funds (as part of our cash and cash equivalents) have fair value measurements which are all based on quoted prices for identical assets or liabilities.

Our available-for sale financial instruments consist of Dutch Treasury Certificates and deposits with the Dutch government. Dutch Treasury Certificates are traded in an active market and the fair value is determined based on quoted market prices for identical assets or liabilities. The fair value of deposits is determined with reference to quoted market prices for similar assets or discounted cash flow analysis.

The principal market in which we execute our derivative contracts is the institutional market in an over-the-counter environment with a high level of price transparency. The market participants usually are large commercial banks. The valuation inputs for our derivative contracts are based on quoted prices and quoting pricing intervals from public data sources; they do not involve management judgement.

The valuation technique used to determine the fair value of forward foreign exchange contracts (used for hedging purposes) approximates the Net Present Value technique (“NPV”) which is the estimated amount that a bank would receive or pay to terminate the forward foreign exchange contracts at the reporting date, taking into account current interest rates and current exchange rates.

The valuation technique used to determine the fair value of interest rate swaps (used for hedging purposes) is the Net Present Value technique, which is the estimated amount that a bank would receive or pay to terminate the swap agreements at the reporting date, taking into account current interest rates.

Our 5.75 percent senior notes due 2017 (“Eurobond”) serve as a hedged item in a fair value hedge relationship in which we hedge the variability of changes in the fair value of our Eurobond due to changes in market interest rates with interest rate swaps. The fair value changes of these interest rate swaps are recorded on the balance sheet under derivative financial instruments (within other current assets and other non-current assets) and the carrying amount of the

ASML ANNUAL REPORT 2012 F-14

Eurobond is adjusted for these fair value changes only. For the actual fair value, including credit risk considerations, see Note 14.

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis:

As of December 31, 2012 (in thousands)	Level 1 EUR	Level 2 EUR	Level 3 EUR	Total EUR
Assets
Derivative financial instruments 1	-	151,748	-		151,748
Money market funds 2	385,420	-	-		385,420
Short-term investments 3	279,988	650,017	-		930,005
Total	665,408	801,765	-		1,467,173
Liabilities
Long-term debt 4	-	759,490	-		759,490
Derivative financial instruments 1	-	10,893	-		10,893
Total	-	770,383	-		770,383
As of December 31, 2011 (in thousands)	Level 1 EUR	Level 2 EUR	Level 3 EUR	Total EUR
Assets
Derivative financial instruments 1	-	126,351	-		126,351
Money market funds 2	369,238	-	-		369,238
Total	369,238	126,351	-		495,589
Liabilities
Long-term debt 4	-	736,368	-		736,368
Derivative financial instruments 1	-	40,359	-		40,359
Total	-	776,727	-		776,727

1 Derivative financial instruments consist of forward foreign exchange contracts and interest rate swaps. See Note 3.

2 Money market funds are part of our cash and cash equivalents.

3 Short-term investments consist of Dutch Treasury Certificates and deposits with the Dutch government.

4 Long-term debt mainly relates to our EUR 600.0 million Eurobond (fair value as at December 31, 2012: EUR 710.1 million (2011: EUR 695.6 million)) and excludes accrued interest. For further details see Note 14.

There were no transfers between levels during the years ended December 31, 2012 and December 31, 2011.

Assets and liabilities measured at fair value on a nonrecurring basis

In 2012, we recognized impairment charges of EUR 3.2 million (2011: EUR 12.3 million; 2010: EUR 8.6 million) on our property, plant and equipment, mainly relating to furniture, fixture and other equipment. Valuation of these assets is classified as Level 3 in the fair value hierarchy since their fair values were determined based on unobservable inputs. The impairment charge is determined based on the difference between the assets’ estimated fair value (being EUR 0.1 million) and their carrying amount. For further information, see Note 11.

We did not recognize any impairment charges for goodwill and other intangible assets during 2012. See Notes 9 and 10 for more information.

3. Financial risk management

We are exposed to certain financial risks such as market risk (including foreign currency exchange risk and interest rate risk), credit risk, liquidity risk and capital risk. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potentially adverse effects on our financial performance. We use derivative financial instruments to hedge certain risk exposures. None of our transactions are entered into for trading or speculative purposes. We believe that market information is the most reliable and transparent measure for our derivative financial instruments that are measured at fair value.

Foreign currency risk management

Our sales are predominately denominated in euros. Exceptions may occur on a customer by customer basis. Our cost of sales and other expenses are mainly denominated in euros, to a certain extent in U.S. dollar and Japanese yen and to a limited extent in other currencies. Therefore, we are exposed to foreign currency exchange risk.

ASML ANNUAL REPORT 2012 F-15

It is our policy to hedge material transaction exposures, such as forecasted sales and purchase transactions, and material net remeasurement exposures, such as accounts receivable and payable. We hedge these exposures through the use of foreign exchange contracts.

As of December 31, 2012, accumulated other comprehensive income includes EUR 4.9 million gain (net of taxes: EUR 4.3 million gain; 2011: EUR 4.4 million loss) representing the total anticipated gain to be released to sales, and EUR 6.0 million loss (net of taxes: EUR 5.3 million loss; 2011: EUR 10.3 million gain) to be charged to cost of sales, which will offset the EUR equivalent of foreign currency denominated forecasted sales and purchase transactions. All amounts are expected to be released over the next 12 months. The effectiveness of all contracts for which we apply hedge accounting is monitored on a quarterly basis throughout the life of the hedges. During 2012, no ineffective hedge relationships were recognized (2011: loss of EUR 0.2 million related to sales transactions).

Interest rate risk management

We have interest-bearing assets and liabilities that expose us to fluctuations in market interest rates. We use interest rate swaps to align the interest-typical terms of interest-bearing liabilities with the interest-typical terms of interest-bearing assets. There may be residual interest rate risk to the extent the asset and liability positions do not fully offset.

As part of our hedging policy, we use interest rate swaps to hedge changes in fair value of our Eurobond due to changes in market interest rates, thereby offsetting the variability of future interest receipts on part of our cash and cash equivalents. During 2012, the hedge was 100 percent effective in hedging the fair value exposure to interest rate movements. The changes in fair value of the Eurobond were included at the same time in the consolidated statement of operations as the changes in the fair value of the interest rate swaps.

Furthermore, as part of our hedging policy, we use interest rate swaps to hedge the variability of future interest cash flows relating to certain of our operating lease obligations. During 2012, these hedges were 100 percent effective in hedging the cash flow exposure to interest rate movements.

Financial instruments

We use foreign exchange contracts to manage our currency risk and interest rate swaps to manage our interest rate risk. The following table summarizes the notional amounts and estimated fair values of our financial instruments:

As of December 31 (in thousands)	2012 Notional amount EUR		Fair Value EUR		2011 Notional amount EUR		Fair Value EUR
Forward foreign exchange contracts1		262,146		16,805		389,579		(23,999)
Interest rate swaps2		624,900		124,050		641,500		109,991

1 Relates to forward contracts assigned as a hedge to forecasted sales and purchase transactions and to monetary assets and liabilities, mainly in U.S. dollar and Japanese Yen.

2 Relates to interest rate swaps assigned as a hedge to interest bearing assets and liabilities, mainly related to the Eurobond; the fair value of the interest rate swaps includes accrued interest.

The following table summarizes our derivative financial instruments per category:

	2012				2011
As of December 31 (in thousands)	Assets EUR		Liabilities EUR		Assets EUR		Liabilities EUR
Interest rate swaps - cash flow hedges		-		4,780		-		3,933
Interest rate swaps - fair value hedges		128,830		-		113,924		-
Forward foreign exchange contracts - cash flow hedges		5,975		5,688		11,332		3,019
Forward foreign exchange contracts - other hedges (no hedge accounting)		16,943		425		1,095		33,407
Total		151,748		10,893		126,351		40,359
Less non-current portion:
Interest rate swaps - cash flow hedges		-		4,032		-		3,210
Interest rate swaps - fair value hedges		101,651		-		92,534		-
Total non-current portion		101,651		4,032		92,534		3,210
Total current portion		50,097		6,861		33,817		37,149

The fair value part of a hedging derivative that has a remaining term of 12 months or less after balance sheet date is classified as current asset or liability. When the fair value part of a hedging derivative has a term of more than 12 months after balance sheet date, it is classified as non-current. The current portion of derivative financial instruments is included

ASML ANNUAL REPORT 2012 F-16

in respectively other current assets and current accrued and other liabilities in the balance sheet. The non-current portion of derivative financial instruments is included in, respectively, other non-current assets and non-current accrued and other liabilities in the balance sheet.

For further information regarding our derivative financial instruments, see Notes 1, 2, 8 and 12.

Foreign exchange contracts

The notional principal amounts of the outstanding forward foreign exchange contracts in the main currencies U.S. dollar and Japanese yen at December 31, 2012 are U.S. dollar 159.8 million and Japanese yen 8.4 billion (2011: U.S. dollar 48.9 million and Japanese yen 37.2 billion).

The hedged highly probable forecasted transactions denominated in foreign currency are expected to occur at various dates during the coming 12 months. Gains and losses recognized in other comprehensive income on forward foreign exchange contracts as of December 31, 2012 will be recognized in the consolidated statements of operations in the period or periods during which the hedged forecasted transactions affect the consolidated statements of operations.

In 2012, we recognized a net amount of EUR 8.7 million gain (2011: EUR 58.1 million loss; 2010: EUR 43.5 million loss) in the consolidated statements of operations resulting from effective cash flow hedges for forecasted sales and purchase transactions that occurred in the year. Furthermore, we recognized an amount of EUR 3.0 million gain in the consolidated statements of operations resulting from derivative financial instruments measured at fair value through profit or loss (2011: EUR 38.3 million loss; 2010: EUR 32.9 million loss).

Interest rate swaps

The notional principal amounts of the outstanding interest rate swap contracts as of December 31, 2012 were EUR 624.9 million (2011: EUR 641.5 million).

Credit risk management

Financial instruments that potentially subject us to significant concentration of credit risk consist principally of cash and cash equivalents, short-term investments, derivative financial instruments used for hedging activities, accounts receivable and finance receivables.

Cash and cash equivalents, short-term investments and derivative financial instruments contain an element of risk of the counterparties being unable to meet their obligations. Our risk management program focuses appropriately on the current environment of uncertainty in the financial markets, especially in the euro-zone. We invest our cash and cash equivalents and short-term investments in short-term deposits with high-rated financial institutions and the Dutch government, in Dutch Treasury Certificates and in AAAm-rated money market funds that invest in high-rated short-term debt securities of financial institutions and governments. To mitigate the risk that any of our counterparties in hedging transactions is unable to meet its obligations, We only enter into transactions with a limited number of major financial institutions that have high credit ratings and closely monitor the creditworthiness of our counterparties. Concentration risk is mitigated by limiting the exposure to a single counterparty.

Our customers consist of Integrated Circuit (“IC”) manufacturers located throughout the world. We perform ongoing credit evaluations of our customers’ financial condition. We take additional measures to mitigate credit risk when considered appropriate by means of e.g. down payments, letters of credit, and retention of ownership provisions in contracts. Retention of ownership enables us to recover the systems in the event a customer defaults on payment.

Liquidity risk management

Our liquidity needs are affected by many factors, some of which are based on the normal on-going operations of the business, and others that relate to the uncertainties of the global economy and the semiconductor industry. Although our cash requirements fluctuate based on the timing and extent of these factors, we believe that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents and short-term investments and our borrowing capability are sufficient to satisfy our current requirements, including our 2013 capital expenditures. We intend to return cash to our shareholders on a regular basis in the form of dividend payments and, subject to our actual and anticipated liquidity requirements and other relevant factors, share buybacks or capital repayment.

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4. Cash and cash equivalents and short-term investments

Cash and cash equivalents at December 31, 2012 include deposits with high-rated financial institutions and the Dutch government of EUR 775.6 million (2011: EUR 1,818.6 million), investments in AAAm-rated money market funds that invest in high-rated debt securities of financial institutions and governments of EUR 385.4 million (2011: EUR 369.2 million) and interest-bearing bank accounts of EUR 606.6 million (2011: EUR 544.0 million). Our cash and cash equivalents are predominantly denominated in euros and partly in US dollars.

Cash and cash equivalents have insignificant interest rate risk and remaining maturities of three months or less at the date of acquisition. No restrictions on usage of cash and cash equivalents exist. The carrying amount of these assets approximates their fair value.

Short-term investments have insignificant interest rate risk and remaining maturities longer than three months but less than one year at the date of acquisition.

Short-term investments (classified as available for sale securities) consist of the following:

As of December 31, 2012 (in thousands)	Cost basis		Unrealized Gains		Unrealized Losses		Recorded Basis
Dutch Treasury Certificates		279,988		-		-		279,988
Deposits		650,017		-		-		650,017
Total		930,005		-		-		930,005

We had no short-term investments as of December 31, 2011.

5. Accounts receivable

Accounts receivable consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Accounts receivable, gross		607,359		883,209
Allowance for doubtful receivables		(2,071)		(2,582)
Accounts receivable, net		605,288		880,627

The carrying amount of the accounts receivable approximates the fair value. ASML performs ongoing credit evaluations on its customers’ financial condition. ASML periodically reviews whether an allowance for credit losses is needed by considering factors such as historical payment experience, credit quality, aging accounts receivables balances, and current economic conditions that may affect a customer’s ability to pay.

Movements of the allowance for doubtful receivables are as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Balance at beginning of year		(2,582)		(1,945)
Addition for the year1		(458)		(849)
Utilization of the provision		969		212
Allowance for doubtful receivables		(2,071)		(2,582)

1 Addition for the year is recorded in cost of sales.

ASML ANNUAL REPORT 2012 F-18

6. Finance receivables

Finance receivables consist of the net investment in sales-type leases. The following table lists the components of the finance receivables as of December 31, 2012 and 2011:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Finance receivables, gross		309,616		78,853
Unearned interest		(5,828)		-
Finance receivables, net		303,788		78,853
Current portion of finance receivables, gross		268,617		78,853
Current portion of unearned interest		(3,450)		-
Non-current portion of finance receivables, net		38,621		-

The increase in finance receivables as of December 31, 2012 compared to December 31, 2011 is caused by an increased number of sales-type leases. At December 31, 2012, the finance receivables due for payment in each of the next five years and thereafter are as follows:

(in thousands)	EUR
2013		268,617
2014		7,501
2015		7,516
2016		13,681
2017		12,301
Thereafter		-
Finance receivables, gross		309,616

ASML performs ongoing credit evaluations on its customers’ financial condition. ASML periodically reviews whether an allowance for credit losses is needed by considering factors such as historical payment experience, credit quality, aging finance receivable balances, and current economic conditions that may affect a customer’s ability to pay. In 2012 and 2011, we did not record any expected credit losses from finance receivables. As of December 31, 2012 the finance receivables were neither past due nor impaired.

7. Inventories

Inventories consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Raw materials		307,315		258,712
Work-in-process		1,074,042		1,026,872
Finished products		742,979		532,556
Inventories, gross		2,124,336		1,818,140
Allowance for obsolescence and/or lower market value		(267,366)		(193,513)
Inventories, net		1,856,970		1,624,627

A summary of activity in the allowance for obsolescence and/or lower market value is as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Balance at beginning of year		(193,513)		(189,235)
Addition for the year		(130,911)		(60,300)
Effect of changes in exchange rates		1,009		(883)
Utilization of the provision		56,049		56,905
Allowance for obsolescence and/or lower market value		(267,366)		(193,513)

In 2012, the addition for the year is recorded in cost of sales for an amount of EUR 125.2 million and R&D costs for an amount of EUR 5.7 million (2011: cost of sales EUR 60.0 million and R&D costs for an amount of EUR 0.3 million). Addition for the year mainly relates to write downs as result of technological developments and inventory parts which became obsolete and includes EUR 43.5 million (2011: EUR 17.0 million) with respect to lower of cost or market adjustments.

ASML ANNUAL REPORT 2012 F-19

Utilization of the provision mainly relates to sale and scrap of obsolete inventories. In 2012 ASML made EUR 2.3 million profit on the sale of inventories that had been previously written down (2011: EUR 4.5 million).

8. Other assets

Other current assets consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Advance payments to Zeiss		70,257		66,203
Prepaid expenses		64,708		56,300
Derivative financial instruments		50,097		33,817
VAT		25,215		47,543
Other receivables		35,728		34,232
Other current assets		246,005		238,095

Zeiss is our sole supplier of main optical systems (including lenses) and, from time to time, receives non-interest bearing advance payments from us that assist in financing Zeiss’ work-in-process and thereby secure lens and optical module deliveries to us. Amounts owed under these advance payments are repaid or settled through lens or EUV optical module deliveries over the following 12 months.

Prepaid expenses include a tax prepayment on intercompany profit, not realized by the ASML group of EUR 29.8 million as of December 31, 2012 (2011: EUR 27.5 million).

Derivative financial instruments consist of forward foreign exchange contracts and the current part of the aggregate fair value of interest rate swaps which includes accrued interest.

Other non-current assets consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Advance payments to Zeiss		183,025		187,950
Derivative financial instruments		101,651		92,534
Compensation plan assets1		12,080		10,577
Prepaid expenses		4,462		5,749
Subordinated loan granted to lessor in respect of Veldhoven headquarters2		5,445		5,445
Other		4,875		4,996
Other non-current assets		311,538		307,251

1 For further details on compensation plan assets see Note 17.

2 For further details on the loan granted to lessor in respect of Veldhoven headquarters see Note 11.

The non-current part of advance payments to Zeiss mainly relates to payments made to support the Zeiss’ investments in ASML’s EUV program, which are expected to be repaid or settled through EUV optical module deliveries.

Derivative financial instruments consist of the non-current part of the fair value of interest rate swaps.

ASML ANNUAL REPORT 2012 F-20

9. Goodwill

Changes in goodwill are summarized as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Cost
Balance, January 1		146,044		141,286
Acquisition subsidiary		6,038		-
Effect of changes in exchange rates		(2,914)		4,758
Goodwill		149,168		146,044

Goodwill is tested for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable.

Due to changes in our reporting structure, we have re-evaluated our reporting units during 2012. As result, all goodwill recognized in relation to the acquisition of Brion in 2007 is allocated to the operating segment ASML (in 2011 and 2010 assigned to the reporting unit Brion).

Due to the re-evaluation of our reporting units, resulting in the recognized goodwill being allocated to the operating segment ASML, we also changed the recoverability testing of the annual impairment test. As a result, the fair value of the operating segment ASML is based on ASML’s market capitalization, while the sum of discounted future cash flows relating to the reporting units was used in prior years.

We believe that, as per September 30, 2012, ASML’s market capitalization, determined on basis of the quoted share price of ASML’s publicly traded outstanding shares, is the best evidence of the fair value of the operating segment ASML.

Based on the recoverability testing during the annual goodwill impairment test, management believes that the fair value of the reporting unit substantially exceeded its carrying value, therefore goodwill was not impaired as of December 31, 2012 and December 31, 2011.

Acquisition subsidiary relates to Wijdeven Motion Holding B.V. and its wholly-owned subsidiary Wijdeven Motion B.V. (hereafter jointly referred to as “Wijdeven Motion”) acquired in the fourth quarter of 2012. Wijdeven Motion builds a portion of the complex linear motors used in ASML’s wafer and reticle stages. Assets acquired and liabilities incurred, or assumed, following the acquisition have been assigned to the operating segment ASML.

ASML ANNUAL REPORT 2012 F-21

10. Other intangible assets

Other intangible assets consist of the following:

(in thousands)	Intellectual property EUR		Developed technology EUR		Customer relationships EUR		In-process R&D EUR		Other EUR		Total EUR
Cost
Balance, January 1, 2011		47,250		25,883		8,733		23,148		2,231		107,245
Balance, December 31, 2011		47,250		25,883		8,733		23,148		2,231		107,245
Additions		7,658		-		-		-		-		7,658
Balance, December 31, 2012		54,908		25,883		8,733		23,148		2,231		114,903
Accumulated amortization
Balance, January 1, 2011		47,224		17,043		4,185		23,148		1,994		93,594
Amortization		4		4,080		1,092		-		109		5,285
Balance, December 31, 2011		47,228		21,123		5,277		23,148		2,103		98,879
Amortization		800		4,080		1,092		-		109		6,081
Balance, December 31, 2012		48,028		25,203		6,369		23,148		2,212		104,960
Carrying amount
December 31, 2011		22		4,760		3,456		-		128		8,366
December 31, 2012		6,880		680		2,364		-		19		9,943

Intellectual property relates to licenses and patents purchased from third parties. During 2012, we acquired intellectual property from third parties for an amount of EUR 7.7 million. Developed technology, customer relationships, in-process R&D and other were obtained in the acquisition of Brion.

During 2012, we recorded amortization charges of EUR 6.1 million (2011: EUR 5.3 million; 2010: EUR 5.5 million) which were recorded in cost of sales for EUR 6.0 million (2011: EUR 5.3 million; 2010: EUR 5.5 million) and in R&D costs for EUR 0.1 million (2011 and 2010: nil).

During 2012, 2011 and 2010, we did not record any impairment charges for other intangible assets.

As at December 31, 2012, estimated amortization expenses relating to other intangible assets for the next five years and thereafter are as follows:

(in thousands)	EUR
2013		3,322
2014		2,624
2015		1,714
2016		1,533
2017		750
Thereafter		-
Amortization expenses		9,943

ASML ANNUAL REPORT 2012 F-22

11. Property, plant and equipment

Property, plant and equipment consist of the following:

(in thousands)	Land,   buildings and   constructions EUR		Machinery and     equipment EUR		Leasehold   improvements EUR		Furniture, fixtures and other   equipment EUR		Total EUR
Cost
Balance, January 1, 2011		526,855		609,253		185,635		316,244		1,637,987
Additions		213,513		355,358		20,918		29,314		619,103
Disposals		-		(212,286)		(216)		(1,619)		(214,121)
Effect of changes in exchange rates		1,773		11,698		323		1,040		14,834
Balance, December 31, 2011		742,141		764,023		206,660		344,979		2,057,803
Additions		106,234		248,429		8,883		22,749		386,295
Disposals		(347)		(317,022)		(300)		(30,894)		(348,563)
Effect of changes in exchange rates		(995)		(4,671)		(391)		(59)		(6,116)
Balance, December 31, 2012		847,033		690,759		214,852		336,775		2,089,419
Accumulated depreciation and impairment
Balance, January 1, 2011		127,509		358,026		129,741		277,380		892,656
Depreciation		27,362		99,968		13,128		17,575		158,033
Impairment charges		-		3,508		2,789		5,975		12,272
Disposals		-		(64,417)		(41)		(988)		(65,446)
Effect of changes in exchange rates		1,006		4,715		158		799		6,678
Balance, December 31, 2011		155,877		401,800		145,775		300,741		1,004,193
Depreciation		31,598		110,571		13,416		23,668		179,253
Impairment charges		649		906		-		1,679		3,234
Disposals		(347)		(92,205)		(248)		(30,575)		(123,375)
Effect of changes in exchange rates		(505)		(3,090)		(165)		(49)		(3,809)
Balance, December 31, 2012		187,272		417,982		158,778		295,464		1,059,496
Carrying amount
December 31, 2011		586,264		362,223		60,885		44,238		1,053,610
December 31, 2012		659,761		272,777		56,074		41,311		1,029,923

As of December 31, 2012, the carrying amount includes assets under construction for land, buildings and constructions of EUR 5.5 million (2011: EUR 165.0 million), machinery and equipment of EUR 21.8 million (2011: EUR 16.6 million), leasehold improvements of EUR 1.0 million (2011: EUR 1.3 million) and furniture, fixtures and other equipment of EUR 9.3 million (2011: EUR 8.0 million). As of December 31, 2012, the carrying amount of land amounts to EUR 60.7 million (2011: EUR 51.1 million).

The majority of the additions and disposals in 2012 and 2011 relate to machinery and equipment (including operating leases to customers, prototypes, evaluation and training systems). These systems are similar to those that ASML sells in its ordinary course of business. The systems are capitalized under property, plant and equipment because they are held for own use, for rental and for evaluation purposes. These systems are recorded at cost and depreciated over their expected useful life. From the time that these assets are no longer held by use but intended for sale in the ordinary course of business, they are reclassified from property, plant and equipment to inventory at the lower of their carrying value or fair market value. Since the transfers between inventory and property, plant and equipment are non-cash events, these are not reflected in the consolidated statements of cash flows. An amount of EUR 204.8 million (2011: EUR 300.5 million) of the additions relates to non-cash transfers from inventory and an amount of EUR 9.6 million (2011: EUR 17.7 million) relates to other non-cash movements (mainly investments not yet paid). An amount of EUR 222.9 million (2011: EUR 145.3 million) of the disposals relates to non-cash transfers to inventory. When sold, the proceeds and cost of these systems are recorded as net sales and cost of sales, respectively, identical to the treatment of other sales transactions. The cost of sales for these systems includes the inventory value and the additional costs of refurbishing (materials and labor).

The impairment charges recorded in 2012 mainly related to furniture, fixture and other equipment (EUR 1.7 million). We recorded impairment charges with respect to software which are ceased to be used. The impairment charges were determined based on the difference between the assets’ estimated fair value (being EUR 0.1 million) and their carrying amount.

The impairment charges recorded in 2011 mainly related to machinery and equipment and furniture, fixture and other equipment (EUR 9.5 million). We recorded impairment charges with respect to technical equipment and software which

ASML ANNUAL REPORT 2012 F-23

are ceased to be used. The impairment charges were determined based on the difference between the assets’ estimated fair value (being EUR 1.9 million) and their carrying amount.

The impairment charges recorded in 2010 mainly related to buildings and constructions (EUR 6.7 million). We recorded impairment charges with respect to several technical infrastructure items which are ceased to be used due to technical changes relating to NXE (EUV) development. The impairment charges were determined based on the difference between the assets’ estimated fair value (being EUR 0.4 million) and their carrying amount.

In determining the fair value of an asset, we make estimates about future cash flows. These estimates are based on our financial plan, updated with the latest available projections of the semiconductor market conditions and our sales and cost expectations, which is consistent with what ASML uses to manage its business.

As of December 31, 2012, the carrying amount of machinery and equipment includes an amount of EUR 82.2 million with respect to evaluation and operating lease systems (2011: EUR 201.4 million).

During 2012, we recorded impairment charges of EUR 3.2 million (2011: EUR 12.3 million; 2010: EUR 8.6 million) of which we recorded EUR 1.0 million (2011: EUR 6.2 million; 2010: EUR 7.3 million) in cost of sales, EUR 0.5 million (2011: EUR 3.5 million; 2010: EUR 0.7 million) in R&D costs and EUR 1.7 million (2011: EUR 2.6 million; 2010: EUR 0.6 million) in SG&A costs.

During 2012, we recorded depreciation charges of EUR 179.3 million (2011: EUR 158.0 million; 2010: EUR 144.6 million) of which we recorded EUR 147.7 million (2011: EUR 117.7 million; 2010: EUR 108.7 million) in cost of sales, EUR 15.3 million (2011 EUR 24.9 million; 2010: EUR 16.7 million) in R&D costs and EUR 16.3 million (2011: EUR 15.4 million; 2010: EUR 19.2 million) in SG&A costs.

Variable Interest Entity

The carrying amount of land, buildings and constructions includes an amount of EUR 32.4 million (2011: EUR 33.8 million) relating to our headquarters in Veldhoven, the Netherlands, which is owned by Koppelenweg II B.V., a “VIE”.

As of 2003, we are leasing the Veldhoven headquarters for a period of 15 years (from 2003) from an entity (“lessor”) that was incorporated by a syndicate of three banks (“VIE shareholders”) solely for the purpose of leasing this building. The lessor’s shareholders’ equity amounts to EUR 1.9 million and has not changed since 2003.

The VIE shareholders each granted a loan of EUR 11.6 million and a fourth bank granted a loan of EUR 12.3 million (EUR 47.1 million in total) to the parent of the lessor. ASML provided the parent of the lessor with a subordinated loan of EUR 5.4 million and has a purchase option that is exercisable either at the end of the lease in 2018, at a price of EUR 24.5 million, or during the lease at a price equal to the book value of the assets. The total assets of the lessor entity amounted to EUR 54.5 million at inception of the lease. The entity is determined to be a VIE because the equity investors do not have sufficient equity at risk for the legal entity to finance its activities without sufficient additional subordinated support.

The primary purpose for which the VIE was created was to provide ASML with use of the building for 15 years, where ASML does not retain substantially all the risks and rewards from changes in value of the building. The main activities of the entity are to rent, re-market and ultimately sell the building that is owned by the VIE. The economic performance of the VIE is most significantly impacted by the ability of the lessee (ASML) to exercise the purchase option at any time during the lease term, and thus we could potentially benefit from increases in the fair value of the building.

While the debt holders have a variable interest, and may absorb losses, and the equity holders have a variable interest and may receive benefits, they do not have the power to direct activities that most significantly impact the entity’s economic performance and therefore, cannot be the primary beneficiary. Through the pre-determined price of the call option ASML has the power over the VIE, therefore only ASML meets both the power and losses/benefit criterion and consolidates the VIE.

ASML ANNUAL REPORT 2012 F-24

12. Accrued and other liabilities

Accrued and other liabilities consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Deferred revenue		739,136		816,045
Costs to be paid		278,066		260,651
Down payments from customers		1,033,768		1,057,046
Personnel related items		200,670		212,059
Derivative financial instruments		10,893		40,359
Standard warranty reserve		21,626		43,273
Other		1,352		2,313
Accrued and other liabilities		2,285,511		2,431,746
Less: non-current portion of accrued and other liabilities1		405,141		663,099
Current portion of accrued and other liabilities		1,880,370		1,768,647

1 The main part of the non-current portion of accrued and other liabilities relates to down payments received from customers regarding future shipments of EUV systems.

The decrease in accrued and other liabilities mainly relates to the decrease in deferred revenue, standard warranty reserve and derivative financial instruments.

Deferred revenue mainly consists of prepaid extended and enhanced (optic) warranty contracts and award credits regarding free or discounted products or services. The decrease in deferred revenue is mainly caused by product deliveries in 2012 that were deferred as of December 31, 2011 including one NXE:3100 system of which revenues were deferred for an amount of EUR 48.6 million as of December 31, 2011.

The deferred revenue balance from extended and enhanced (optic) warranty contracts as of December 31, 2012, amounted to EUR 242.2 million (2011: EUR 280.1 million).

The deferred revenue balance from installation and training services as of December 31, 2012 amounted to EUR 4.0 million (2011: EUR 1.8 million) and EUR 12.4 million (2011: EUR 11.9 million), respectively.

Costs to be paid mainly relate to accrued cost for unbilled services provided by suppliers including contracted labor, outsourced services and consultancy.

We receive advances from customers prior to shipment for systems included in ASML’s current product portfolio or systems currently under development in the form of down payments.

Personnel related items mainly consist of accrued management bonuses, accrued profit sharing, accrued vacation days, accrued vacation allowance, accrued wage tax, social securities and accrued pension premiums.

Derivative financial instruments consist of foreign currency contracts and the aggregate fair value of interest rate swaps which includes accrued interest.

Changes in standard warranty reserve for the years 2012 and 2011 are as follows:

(in thousands)	2012 EUR		2011 EUR
Balance, January 1		43,273		37,965
Additions of the year		35,735		61,279
Utilization of the reserve		(33,746)		(26,968)
Release of the reserve		(22,733)		(29,415)
Effect of exchange rates		(903)		412
Standard warranty reserve		21,626		43,273

The release of the reserve is due to a change in accounting estimate based on lower than expected historical warranty expenses as a result of an improved learning-curve concerning ASML’s systems. The release has been included in cost of sales.

ASML ANNUAL REPORT 2012 F-25

13. Provisions

The movement in the provision for lease contract termination costs is as follows:

(in thousands)	2012 EUR		2011 EUR
Balance, January 1		12,338		14,061
Utilization of the provision		(2,545)		(2,452)
Unwinding of discount		628		421
Effect of exchange rates		(167)		308
Provision for lease contract termination costs		10,254		12,338
Less: current portion of provision for lease contract termination costs		2,280		2,326
Non-current portion of provision for lease contract termination costs		7,974		10,012

The provision for lease contract termination costs relates to an operating lease contract for a building for which no economic benefits are expected. The provision for lease contract termination costs is expected to be utilized by 2017.

14. Long-term debt

The long-term debt consists of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Eurobond, carrying amount		710,095		695,618
Loan headquarter building1		32,366		33,795
Other		17,029		6,955
Long-term debt		759,490		736,368
Less: current portion of long-term debt		3,610		2,587
Non-current portion of long-term debt		755,880		733,781

1 This loan relates to our Variable Interest Entity, see Note 11.

Our obligations to make principal repayments under the Eurobond and other borrowing arrangements excluding interest expense as of December 31, 2012, for the next five years and thereafter, are as follows:

(in thousands)	EUR
2013		3,610
2014		3,535
2015		3,535
2016		3,535
2017		603,535
Thereafter		31,644
Long-term debt		649,394
Less: current portion of long-term debt		3,610
Non-current portion of long-term debt		645,784

Eurobond

The following table summarizes the carrying amount of our outstanding Eurobond, including the fair value of interest rate swaps used to hedge the change in the fair value of the Eurobond:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Principal amount		600,000		600,000
Fair value interest rate swaps1		110,095		95,618
Carrying amount		710,095		695,618

1 The fair value of the interest rate swaps excludes accrued interest.

In June 2007, we completed an offering of EUR 600.0 million principal amount of our 5.75 percent notes due 2017, with interest payable annually on June 13. The notes are redeemable at the option of ASML, in whole or in part, at any time by paying a make whole premium, and unless previously redeemed, will be redeemed at 100 percent of their principal amount on June 13, 2017.

ASML ANNUAL REPORT 2012 F-26

The Eurobond serves as a hedged item in a fair value hedge relationship in which we hedge the variability of changes in the fair value of our Eurobond due to changes in market interest rates with interest rate swaps. The fair value changes of these interest rate swaps are recorded on the consolidated balance sheets under derivative financial instruments (within other current assets and other non-current assets) and the carrying amount of the Eurobond is adjusted for these fair value changes only. The following table summarizes amongst others the estimated fair value of the Eurobond:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Principal amount		600,000		600,000
Carrying amount		710,095		695,618
Fair value1		700,644		640,500

1 Source: Bloomberg Finance LP

The fair value of our Eurobond is estimated based on quoted market prices as of December 31, 2012. The fair value of the Eurobond is higher than the principal amount as a result of lower market interest rates compared to the fixed 5.75% coupon rate of the Eurobond.

15. Lines of credit

Our available credit facilities amount to EUR 500.0 million as of December 31, 2012 and as of December 31, 2011. The amount at December 31, 2012 consists of one EUR 500.0 million committed revolving credit facility from a group of banks that will mature in 2015. The credit facility contains a restrictive covenant that requires us to maintain a minimum committed capital to net total assets ratio of 40.0 percent calculated in accordance with contractually agreed definitions. As of December 31, 2012 and December 31, 2011, this ratio was 85.8 percent and 87.7 percent, respectively. Therefore, we are in compliance with the covenant at the end of 2012 and 2011. Outstanding amounts under this credit facility will bear interest at EURIBOR or LIBOR plus a margin that depends on our liquidity position. No amounts were outstanding under this credit facility at the end of 2012 and 2011.

ASML ANNUAL REPORT 2012 F-27

16. Commitments, contingencies and guarantees

We have various contractual obligations, some of which are required to be recorded as liabilities in our consolidated financial statements, including long- and short-term debt. Other contractual obligations, namely operating lease commitments, purchase obligations and guarantees, are generally not required to be recognized as liabilities on our balance sheet but are required to be disclosed.

Our contractual obligations as of December 31, 2012 can be summarized as follows:

Payments due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Long-Term Debt Obligations, including interest expense1		831,194		39,801		39,726		39,726		39,726		639,726		32,489
Operating Lease Obligations		98,827		32,195		22,267		17,192		13,465		5,265		8,443
Purchase Obligations		1,643,955		1,557,021		84,012		2,876		32		14		-
Unrecognized Tax Benefits, including interest expense		59,967		2,964		4,209		-		-		16,957		35,837
Total Contractual Obligations		2,633,943		1,631,981		150,214		59,794		53,223		661,962		76,769

1 See Note 14 for the amounts excluding interest expenses.

Long-term debt obligations mainly relate to interest payments and the principal amount of the Eurobond. See Note 14.

Operating lease obligations include leases of equipment and facilities. Lease payments recognized as an expense were EUR 41.6 million, EUR 40.6 million and EUR 37.9 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Several operating leases for our buildings contain purchase options, exercisable at the end of the lease, and in some cases, during the term of the lease. The amounts to be paid if ASML would exercise these purchase options at the end of the lease as of December 31, 2012 can be summarized as follows:

Purchase options due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Purchase options		22,982		-		8,999		-		13,983		-		-

Purchase obligations include purchase commitments with suppliers in the ordinary course of business. ASML expects that it will honor these purchase obligations to fulfill future sales, in line with the timing of those future sales. The general terms and conditions of the agreements relating to the major part of our purchase commitments as of December 31, 2012 contain clauses that enables us to delay or cancel delivery of ordered goods and services up to the dates specified in the corresponding purchase contracts. These terms and conditions that we have agreed with our supply chain partners gives us additional flexibility to adapt our purchase obligations to our requirements in light of the inherent cyclicality of the semiconductor equipment industry in which we operate. We establish a provision for cancellation fees when it is probable that the liability has been incurred and the amount of cancellation fees is reasonably estimable.

17. Employee benefits

Bonus plan

Our bonus expenses for all participants of all bonus plans were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Bonus expenses		16,474		15,557		12,489

Bonus expenses include an amount of EUR 1.8 million (2011: EUR 1.7 million; 2010: EUR 1.6 million) in relation to the short-term incentive (“STI”) cash bonus for the Board of Management (we refer to Note 21) and EUR 0.1 million (2011: EUR 0.7 million; 2010: EUR 1.2 million) in relation to the Brion retention bonus plan.

ASML ANNUAL REPORT 2012 F-28

ASML has a performance related bonus plan for senior management, who are not members of the Board of Management. Under this plan, the bonus amount is dependent on actual performance against corporate, departmental and personal targets. The bonus for members of senior management can range between 0.0 percent and 40.0 percent, or 0.0 percent and 70.0 percent, of their annual salaries, depending upon their seniority. The performance targets are set for each half year. The bonus of the first half of 2012 was paid in the second half of 2012. The bonus of the second half is accrued for in the consolidated balance sheet as of December 31, 2012 and is expected to be paid in the first quarter of 2013. Our bonus expenses under this plan were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Bonus expenses		14,588		13,131		9,694

Profit-sharing plan

ASML has a profit-sharing plan covering all European and US non-sales employees who are not members of the Board of Management or senior management. Under the plan, eligible employees receive an annual profit-sharing, based on a percentage of net income relative to sales ranging from 0.0 to 20.0 percent of annual salary. The profit sharing for the years 2012, 2011 and 2010 was 18.0 percent or EUR 64.5 million, 20.0 percent or EUR 64.0 million and 18.0 percent or EUR 52.2 million, respectively. Our profit is also one of the criteria for the individual variable pay programs for employees in Asia and employees eligible to the sales reward plan which amount to EUR 24.4 million for 2012 (including EUR 2.6 million for the sales reward plan), EUR 23.2 million for 2011 and EUR 23.1 million for 2010.

Share-based compensation

We have adopted various share (option) plans for our employees. Each year, the Board of Management determines, by category of ASML personnel, the total available number of stock options and maximum number of shares that can be granted in that year. The determination is subject to the approval of our Supervisory Board. For members of the Board of Management ASML has separate share-based payment plans, for details on service and vesting conditions see below and for additional information see note 21. Our current share-based payment plans do not provide cash settlement of options and shares.

The total gross amount of recognized compensation expenses associated with share-based payments (including share – based payments to the Board of Management) was EUR 18.7 million in 2012, EUR 12.4 million in 2011 and EUR 12.1 million in 2010. The tax benefit recognized related to the recognized expenses amounts to EUR 0.9 million in 2012, EUR 0.5 million in 2011 and EUR 1.0 million in 2010.

Total compensation expenses related to non-vested awards to be recognized in future periods amount to EUR 30.4 million as per December 31, 2012 (2011: EUR 23.3 million; 2010: EUR 16.7 million). The weighted average period over which these costs are expected to be recognized is calculated at 2.0 years (2011: 1.9 years; 2010: 2.0 years).

Option plans

Options granted under ASML’s stock option plans have fixed exercise prices equal to the closing price of our ordinary shares on NYSE Euronext Amsterdam or NASDAQ on the applicable grant-dates. Granted stock options generally vest over a three-year period with any unexercised stock options expiring ten years after the grant-date.

ASML has five different stock option plans:

• Employee plan

• Option purchase plan

• Brion stock option plan

• Senior management plan

• Stock option extension plan

The Option purchase plan and Stock option extension plan have no service and vesting conditions. The other plans typically have a three to four year service condition. Furthermore senior management and Board of Management plans have vesting conditions based on performance. The fair value of the stock options is determined using a Black-Scholes option valuation model.

ASML ANNUAL REPORT 2012 F-29

The Black-Scholes option valuation of our stock options is based on the following assumptions:

Year ended December 31	2012		2011		2010
Weighted average share price (in EUR)		40.3		28.0		24.1
Volatility (in percentage)		25.6		37.8		36.4
Expected life (in years)		5.0		4.8		4.6
Risk free interest rate		2.1		2.9		2.5
Expected dividend yield (in EUR)		1.45		1.25		1.06
Forfeiture rate1		-		-		-

1 As of year end for each of the three years ended December 31, forfeitures are estimated to be nil.

When establishing the expected life assumption we annually take into account the contractual terms of the stock options as well as historical employee exercise behavior.

Other details with respect to stock options are set out in the following table:

	EUR-denominated						USD-denominated
Year ended December 31	2012		2011		2010		2012		2011		2010
Weighted average fair value of stock options granted		8.97		8.28		8.22		11.87		10.42		11.10
Weighted average share price at the exercise date of stock options		40.45		29.39		25.77		50.88		41.94		33.79
Aggregate intrinsic value of stock options exercised (in thousands)		71,331		30,204		22,720		12,684		11,323		13,669
Aggregate remaining contractual term of currently exercisable options (years)		3.59		2.08		2.86		3.17		1.80		2.59
Aggregate intrinsic value of exercisable stock options (in thousands)		34,438		39,384		54,109		21,882		20,492		25,780
Aggregate intrinsic value of outstanding stock options (in thousands)		35,671		45,141		65,240		22,433		20,791		28,024

The number and weighted average exercise prices of stock options as of December 31, 2012, and changes during the year then ended are presented below:

	EUR-denominated				USD-denominated
	Number of options		Weighted average exercise price per ordinary share (EUR)		Number of options		Weighted average exercise price per ordinary share (USD)
Outstanding, January 1, 2012		5,133,659		24.48		1,792,305		34.01
Granted		32,240		39.52		11,041		51.79
Exercised		(2,928,641)		16.07		(362,071)		15.87
Forfeited		(5,530)		18.22		(350)		33.75
Expired		(1,103,566)		55.45		(946,089)		48.98
Outstanding, December 31, 2012		1,128,162		16.38		494,836		19.06
Exercisable, December 31, 2012		1,060,262		15.52		472,586		18.09

Details with respect to the stock options outstanding are set out in the following table:

EUR-denominated						USD-denominated
Range of exercise prices (EUR)		Number of outstanding options at December 31, 2012		Weighted average remaining contractual life of outstanding options (years)		Range of exercise prices (USD)		Number of outstanding options at December 31, 2012		Weighted average remaining contractual life of outstanding options (years)
	0 - 10		-		-		0 - 10		55,260		2.75
	10 - 15		602,473		3.00		10 - 15		230,215		1.64
	15 - 20		292,093		3.91		15 - 20		5,424		5.80
	20 - 25		176,120		5.18		20 - 25		101,697		4.49
	25 - 40		30,422		8.77		25 - 40		90,116		6.16
	40 - 50		27,054		9.79		40 - 50		2,077		8.66
	50 - 60		-		-		50 - 60		10,047		9.70
	Total		1,128,162		3.89		Total		494,836		3.41

ASML ANNUAL REPORT 2012 F-30

In 2012, 2011 and 2010 only repurchased shares were used to satisfy the option rights upon exercise. For more information with respect to repurchased shares we refer to Note 27.

Share plans

Shares granted under ASML’s share plans include a three to four year service period and for some plans performance conditions. The fair value of shares is determined based on the closing trading price of our shares on NYSE Euronext Amsterdam or NASDAQ on the grant date.

ASML has six different share plans:

• Employee plan

• Share purchase plan

• New hire performance share plan

• Brion performance share plan

• Senior management plan

• Board of management performance share plan (we refer to Note 21)

The Share purchase plan has no service and vesting conditions. The employee plan has only service conditions. The other plans have service conditions which are similar and have vesting conditions which are based on performance.

Details with respect to shares are set out in the following table:

	EUR-denominated						USD-denominated
Year ended December 31	2012		2011		2010		2012		2011		2010
Total fair value at vesting date of shares vested during the year (in thousands)		16,179		9,155		6,165		5,392		1,956		8,856
Weighted average fair value of shares granted		36.15		28.09		23.51		47.71		39.00		31.66

A summary of the status of conditionally outstanding shares as of December 31, 2012, and changes during the year ended December 31, 2012, is presented below:

	EUR- denominated Number of shares			Weighted average fair value at grant date (EUR)		USD- denominated Number of shares			Weighted average fair value at grant date (USD)
Conditional shares outstanding at January 1, 2012		1,479,297			24.19		264,891			32.35
Granted		678,505			36.15		110,465			47.71
Vested/Issued		(421,902	)		20.88		(106,500	)		31.05
Forfeited		(42,290	)		19.91		(19,762	)		37.55
Conditional shares outstanding at December 31, 2012		1,693,610			29.92		249,094			40.71

Other plans

Stock Option Extension Plans and Financing

In 2002, employees were offered an extension of the option period for options granted in 2000. As a result the option period was extended until 2012. Employees who accepted the extension became subject to additional exercise periods in respect of their options. At the modification date, there was no intrinsic value of the modified award because the exercise price under each plan still exceeded ASML’s stock price on the modification date. As a result, these stock option extensions did not result in recognition of any additional compensation expense in accordance with ASC 718.

Stock option plans that were issued before 2001 were constructed with a virtual financing arrangement in compliance with the applicable laws and after obtaining the necessary corporate approvals, whereby ASML loaned the tax value of the options granted to employees subject to the Dutch tax-regime. The interest-free loans issued under this arrangement were repayable to ASML on the exercise date of the respective option, provided that the option was actually exercised. If the options expired unexercised, the loans were forgiven. ASML’s Supervisory Board approved the Stock Option Plans 2000 at the time, including the interest-free loans, as these were part of the Stock Option Plan.

In 2006, we launched a stock option plan for Dutch employees holding stock options granted in 2000 (option “A”), which expired in 2012. In this plan we granted options (option “B”) which only became effective after option “A” expired unexercised in 2012. During 2012 option type “A” expired and option type “B” has been fully exercised and all amounts due to ASML under the virtual financing arrangement were repaid upon exercise of the option. No amounts are outstanding under this virtual financing arrangement as of December 31, 2012. No compensation expenses in relation to

ASML ANNUAL REPORT 2012 F-31

these specific Stock Option Extension Plans are recognized in the consolidated statements of operations for the years 2012, 2011 and 2010.

Employee Purchase Plan

Every quarter, ASML offers its worldwide payroll employees the opportunity to buy ASML shares or ASML stock options against fair value out of their net salary. The fair value for shares is determined based on the closing price of the ordinary shares on NYSE Euronext Amsterdam on the grant-date. The fair value of the stock options is determined using a Black-Scholes option valuation model. For the assumptions on which the Black-Scholes option valuation model is used, see the disclosure above under the caption “Option Plans”. The maximum net amount for which employees can participate in the plan amounts to 10.0 percent of gross base salary. When employees retain the shares and/or stock options for a minimum of 12 months, ASML will pay out a 20.0 percent cash bonus on the net invested amount.

Deferred compensation plans

In July 2002, ASML adopted a non-qualified deferred compensation plan for its United States employees that allows a select group of management or highly compensated employees to defer a portion of their salary, bonus, and commissions. The plan allows ASML to credit additional amounts to the participants’ account balances. The participants divide their funds among the investments available in the plan. Participants elect to receive their funds in future periods after the earlier of their employment termination or their withdrawal election, at least three years after deferral. There were minor expenses relating to this plan in 2012, 2011 and 2010. As of December 31, 2012, and 2011, our liability under the deferred compensation plan was EUR 11.8 million and EUR 10.2 million, respectively.

Pension plans

ASML maintains various pension plans covering substantially all of its employees. Our employees in the Netherlands, 4,778 in full-time equivalents (“FTEs”), participate in a multi-employer union plan (“Bedrijfstakpensioenfonds Metalektro” “PME”) determined in accordance with the collective bargaining agreements effective for the industry in which ASML operates. This collective bargaining agreement has no expiration date. This multi-employer union plan covers approximately 1,220 companies and approximately 150,000 contributing members. ASML’s contribution to the multi-employer union plan is less than 5.0% of the total contribution to the plan as per the annual report for the year ended December 31, 2011. 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 plan must be monitored against specific criteria, including the coverage ratio of the plan’s assets to its obligations. This coverage ratio must exceed 104.25 percent for the total plan. Every company participating in a Dutch multi-employer union plan contributes a premium calculated as a percentage of its total pensionable salaries, with each company subject to the same percentage contribution rate. The premium can fluctuate yearly based on the coverage ratio of the multi-employer union plan. The pension rights of each employee are based upon the employee’s average salary during employment.

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

The coverage ratio of the multi-employer union plan increased to 93.9 percent as of December 31, 2012 (December 31, 2011: 90.0 percent). Because of the low coverage ratio, PME prepared and executed a so-called “Recovery Plan” which was approved by 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 to the obligation of the “Recovery Plan” the pension premium percentage is 24.0 in both 2013 and 2012. The coverage ratio is calculated by dividing the fund’s capital by the total sum of pension liabilities and is based on actual market interest.

ASML ANNUAL REPORT 2012 F-32

ASML also participates in several defined contribution pension plans, with ASML’s expenses for these plans equaling the contributions made in the relevant period.

Our pension and retirement expenses for all employees for the three years ended December 31, 2012, 2011 and 2010 were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Pension plan based on multi-employer union plan		34,525		31,819		29,643
Pension plans based on defined contribution		15,773		14,128		10,950
Pension and retirement expenses		50,298		45,947		40,593

18. Legal contingencies

ASML is party to various legal proceedings generally incidental to our business. ASML also faces exposures from other actual or potential claims and legal proceedings. In addition, ASML customers may be subject to claims of infringement from third parties alleging that the ASML equipment used by those customers in the manufacture of semiconductor products, and/or the methods relating to use of the ASML equipment, infringes one or more patents issued to those third parties. If these claims were successful, ASML could be required to indemnify such customers for some or all of any losses incurred or damages assessed against them as a result of that infringement.

We accrue for legal costs related to litigation in our statement of operations at the time when the related legal services are actually provided to ASML. In 2012, no estimated losses were recorded as a charge to our consolidated statements of operations (2011: no estimated losses were recorded and 2010: EUR 1.5 million losses were recorded).

From late 2001 through 2004, we were party to a series of civil litigations and administrative proceedings in which Nikon alleged ASML’s infringement of Nikon patents relating to lithography. ASML in turn filed claims against Nikon. Pursuant to agreements executed on December 10, 2004, ASML, Zeiss and Nikon agreed to settle all pending worldwide patent litigation between the companies. The settlement included an exchange of releases, a patent Cross-License agreement related to lithography equipment used to manufacture semiconductor devices (the “Nikon Cross-License Agreement”) and payments to Nikon by ASML and Zeiss. In connection with the settlement, ASML and Zeiss made settlement payments to Nikon from 2004 to 2007. The license period for certain patents subject to the Nikon Cross-License Agreement, which were not perpetually licensed, ended on December 31, 2009. Pursuant to the terms of the Nikon Cross-License Agreement, the parties have agreed, from January 1, 2010 to December 31, 2014 (the “Cross-License Transition Period”), not to bring suit for claims related to infringement of those patents or for claims related to infringement of patents issued during the Cross-License Transition Period. However, beginning on January 1, 2015, the parties may bring suit for infringement of patents subject to the Nikon Cross-License Agreement, including any infringement that occurred during the Cross-License Transition Period. Damages related to claims for patent infringement occurring during the Cross-License Transition Period are limited to three percent of the net sales price of products utilizing patents that are valid and enforceable.

19. Income taxes

The components of the provision for income taxes are as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Current tax		(79,255)		(129,127)		(180,613)
Deferred tax		74,993		(52,548)		(40,090)
Provision for income taxes		(4,262)		(181,675)		(220,703)

The Dutch statutory tax rate was 25.0 percent in 2012 and 2011 and 25.5 percent in 2010. Tax amounts in other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions.

ASML ANNUAL REPORT 2012 F-33

The reconciliation of the provision for income taxes shown in the consolidated statements of operations, based on the effective tax rate, with the Dutch statutory tax rate, is as follows:

Year ended December 31 (in thousands)	2012 EUR		%		2011 EUR		%		2010 EUR		%
Income before income taxes		1,150,578		100.0		1,648,635		100.0		1,242,523		100.0
Income tax provision based on ASML’s domestic rate		(287,644)		25.0		(412,159)		25.0		(316,843)		25.5
Effects of tax rates in foreign jurisdictions		9,786		(0.9)		20,663		(1.3)		15,878		(1.3)
Adjustments in respect of tax exempt income		23,532		(2.0)		19,134		(1.2)		19,987		(1.6)
Adjustments in respect of changes in the applicable tax rate1		-		-		-		-		(569)		0.1
Adjustments in respect of tax incentives		143,160		(12.4)		180,096		(10.9)		66,881		(5.4)
Adjustments in respect of prior years’ current taxes		18,275		(1.6)		9,097		(0.6)		25,648		(2.1)
Movements in the liability for unrecognized tax benefits		95,465		(8.3)		6,634		(0.4)		(28,796)		2.3
Other credits and non-taxable items		(6,836)		0.6		(5,140)		0.4		(2,889)		0.3
Provision for income taxes		(4,262)		0.4		(181,675)		11.0		(220,703)		17.8

1 At the end of 2010, the Dutch government enacted a tax rate reduction from 25.5 percent in 2010 to 25.0 percent in 2011.

Income tax provision based on ASML’s domestic rate

The provision for income taxes based on ASML’s domestic rate is based on the Dutch statutory income tax rate and reflects the provision for income taxes that would have been applicable if all of our income was derived from our Dutch operations and there were no permanent book tax differences and no other tax facilities.

Effects of tax rates in foreign jurisdictions

A portion of ASML’s results are realized in countries other than the Netherlands where different tax rates are applicable.

Adjustments in respect of tax exempt income

In certain jurisdictions part of the income generated is tax exempted.

Adjustments in respect of tax incentives

Adjustments in respect of tax incentives relate to reduced tax rates in several jurisdictions, mainly consisting of the agreement with the Dutch fiscal authorities of December 2010 regarding the application of the “Innovation Box”, and the research and development deduction (“RDA”). The Innovation box is a facility under Dutch corporate tax law pursuant to which income associated with R&D is partially exempted from taxation. This tax ruling has retroactive effect to January 1, 2007 and is valid through December 31, 2016. Thereafter the validity of this ruling may be extended or this ruling may be adapted depending on a possible change in law or change of circumstances.

Adjustments in respect of prior years’ current taxes

In 2012, we recognized a tax benefit of EUR 18.3 million or 1.6 percent of income before taxes mainly attributable to the application of tax exemptions for prior years, which had a favorable effect on the effective tax rate for 2012.

In 2010, we recognized a tax benefit of EUR 25.6 million or 2.1 percent of income before income taxes mainly attributable to the application of the Innovation Box for prior years, which had a favorable effect on the effective tax rate for 2010 (EUR 37.5 million including interest or 3.0 percent).

Movements in the liability for unrecognized tax benefits

In 2012, ASML recognized a tax benefit of EUR 95.5 million or 8.3 percent of income before income taxes mainly as a result of the successful conclusion of tax audits in different jurisdictions (EUR 92.5 million).

Other credits and non-taxable items

Other credits and non-taxable items reflect the impact on statutory rates of permanent non-taxable items such as non-deductible taxes, non-deductible interest expense, and non-deductible meals and entertainment, as well as the impact of (the reversal of) various tax credits on our provision for income taxes.

ASML ANNUAL REPORT 2012 F-34

Income taxes recognized directly in shareholders’ equity

Income taxes recognized directly in shareholders’ equity (including other comprehensive income) are as follows:

Income tax recognized in shareholders’ equity (in thousands)	2012 EUR		2011 EUR		2010 EUR
Current tax
Derivative financial instruments1		(1,066)		6,257		8,262
Tax (benefit) deficit from share-based payments		(2,116)		11		(106)
Total income tax recognized in shareholders’ equity		(3,182)		6,268		8,156

1 Recognized directly in Other Comprehensive Income.

Liability for unrecognized tax benefits and deferred taxes

The deferred tax position and liability for unrecognized tax benefits recorded on the consolidated balance sheets are as follows:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Liability for unrecognized tax benefits		(59,967)		(155,432)
Deferred tax position		114,527		137,946
Total		54,560		(17,486)

Liability for unrecognized tax benefits

The calculation of our liability for unrecognized tax benefits involves uncertainties in the application of complex tax laws. Our estimate for the potential outcome of any uncertain tax issue is highly judgmental. We believe that we have adequately provided for uncertain tax positions. However, settlement of these uncertain tax positions in a manner inconsistent with our expectations could have a material impact on our consolidated financial statements.

Consistent with the provisions of ASC 740, as of December 31, 2012, ASML has a liability for unrecognized tax benefits of EUR 60.0 million (2011: EUR 155.4 million) which is classified as non-current deferred and other tax liabilities. The total liability for unrecognized tax benefits, if reversed, would have a favorable effect on our effective tax rate.

Expected interest and penalties related to income tax liabilities have been accrued for and are included in the liability for unrecognized tax benefits and in the provision for income taxes. The balance of accrued interest and penalties recorded in the consolidated balance sheets as per December 31, 2012 amounted to EUR 21.4 million (2011: EUR 24.5 million). Accrued interest and penalties recorded in the consolidated statement of operations of 2012 amounted to a tax benefit of EUR 3.1 million (2011: tax benefit of EUR 9.3 million; 2010: tax charge of EUR 5.3 million).

A reconciliation of the beginning and ending balance of the liability for unrecognized tax benefits is as follows:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Balance, January 1		155,432		162,066
Gross increases – tax positions in prior period		4,297		11,121
Gross decreases – tax positions in prior period		(92,521)		(24,566)
Gross increases – tax positions in current period		3,255		21,258
Settlements		-		(10,403)
Lapse of statute of limitations		(10,496)		(4,044)
Total liability for unrecognized tax benefits		59,967		155,432

For 2012 the gross decreases in tax positions in prior period mainly relates to the release of tax positions after successful conclusion of tax audits in different jurisdictions.

We estimate that the total liability for unrecognized tax benefits will decrease by EUR 3.0 million within the next 12 months. The estimated changes to the liability for unrecognized tax benefits within the next 12 months are mainly due to expected settlements with tax authorities.

We are subject to tax audits in our major tax jurisdictions for years from and including 2007 onwards in the Netherlands, for years from and including 2006 onwards in Hong Kong, and for years from and including 2001 onwards in the United

ASML ANNUAL REPORT 2012 F-35

States. In the course of such audits, local tax authorities may challenge the positions taken by us. For the years 2006 through 2010, the partial exemption of taxable profits is subject to tax audits in certain tax jurisdictions.

Deferred tax position

The changes in deferred income tax assets and liabilities consist of the following elements:

Changes in deferred tax assets and liabilities (in thousands)	2012 EUR		2011 EUR
Balance, January 1		137,946		193,587
Consolidated statements of operations		(20,242)		(59,539)
Effect of changes in exchange rates		(3,177)		3,898
Balance, December 31		114,527		137,946

The deferred tax position is classified in the consolidated balance sheets as follows:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Deferred tax assets – current		103,695		120,720
Deferred tax assets – non-current		39,443		38,735
Total deferred tax assets		143,138		159,455
Deferred tax liabilities – current		(271)		(214)
Deferred tax liabilities – non-current		(28,340)		(21,295)
Total deferred tax liabilities		(28,611)		(21,509)
Total		114,527		137,946

The composition of total deferred tax assets and liabilities in the consolidated financial statements is as follows:

Deferred tax assets composition of temporary differences (in thousands)	January 1, 2012 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2012 EUR
Capitalized research and development expenditures		34,374		(6,465)		(506)		27,403
Inventories		35,820		(7,351)		(302)		28,167
Deferred revenue		23,892		(3,083)		(237)		20,572
Provisions		14,515		7,296		(283)		21,528
Installation and warranty reserve		8,772		(1,508)		(113)		7,151
Tax effect carry-forward losses		7,735		(2,219)		41		5,557
Fixed assets		6,495		1,454		(151)		7,798
Restructuring and impairment		5,146		(733)		(77)		4,336
Alternative minimum tax credits1		5,028		229		(30)		5,227
Bilateral advance pricing agreement 2		1,426		(1,278)		-		148
Share-based payments		950		516		(33)		1,433
Other temporary differences		15,302		140		(1,624)		13,818
Total		159,455		(13,002)		(3,315)		143,138

1 Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

2 The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

Deferred tax liabilities composition of temporary differences (in thousands)	January 1, 2012 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2012 EUR
Fixed assets		(19,108)		(6,965)		183		(25,890)
Borrowing costs		(1,554)		(404)		-		(1,958)
Other temporary differences		(847)		129		(45)		(763)
Total		(21,509)		(7,240)		138		(28,611)

ASML ANNUAL REPORT 2012 F-36

Deferred tax assets composition of temporary differences (in thousands)	January 1, 2011 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2011 EUR
Capitalized research and development expenditures		27,239		5,501		1,634		34,374
Inventories		71,124		(35,813)		509		35,820
Deferred revenue		10,890		11,746		1,256		23,892
Provisions		21,828		(7,463)		150		14,515
Installation and warranty reserve		8,092		98		582		8,772
Tax effect carry-forward losses		27,756		(18,695)		(1,326)		7,735
Fixed assets		4,386		1,872		237		6,495
Restructuring and impairment		6,074		(1,063)		135		5,146
Alternative minimum tax credits1		4,658		112		258		5,028
Bilateral advance pricing agreement2		7,993		(6,583)		16		1,426
Share-based payments		1,678		(808)		80		950
Other temporary differences		13,719		936		647		15,302
Total		205,437		(50,160)		4,178		159,455

1 Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

2 The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

Deferred tax liabilities composition of temporary differences (in thousands)	January 1, 2011 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2011 EUR
Fixed assets		(9,661)		(9,175)		(272)		(19,108)
Borrowing costs		(1,231)		(323)		-		(1,554)
Other temporary differences		(958)		119		(8)		(847)
Total		(11,850)		(9,379)		(280)		(21,509)

Tax effect carry-forward losses

Deferred tax assets from carry-forward losses result predominantly from net operating loss carry-forwards incurred in the United States prior to 2011.

Net operating losses qualified as tax losses under United States federal tax laws were fully utilized to offset taxable income during 2012. Net operating losses qualified as tax losses under United States state tax laws incurred by United States group companies can in general be offset against future profits realized in the 5 to 20 years following the year in which the losses are incurred. The period of net operating loss carry forward for United States state tax purposes depends on the state in which the tax loss arose. Our ability to use United States state tax loss carry forwards in existence at December 31, 2012, is subject to varying state statutes (providing for periods of between 5 and 20 years) and valuation allowances have been set up for state carry forward losses that are not expected to be realized before they expire. The total amount of losses carried forward under United States state tax laws as of December 31, 2012, is EUR 503.7 million tax basis or EUR 5.6 million tax effect.

ASML ANNUAL REPORT 2012 F-37

20. Segment disclosure

Segment information has been prepared in accordance with ASC 280, “Segment Reporting”.

ASML operates in one reportable segment for the development, production, marketing, sale and servicing of advanced semiconductor equipment systems exclusively consisting of lithography systems. In accordance with ASC 280, ASML’s Chief Executive Officer has been identified as the chief operating decision-maker, who reviews operating results to make decisions about allocating resources and assessing performance for ASML.

Management reporting includes net system sales figures of new and used systems. Net system sales for new and used systems were as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
New systems		3,620,260		4,780,720		3,704,290
Used systems		181,372		103,193		190,452
Net system sales		3,801,632		4,883,913		3,894,742

Net system sales decreased by EUR 1,082.3 million, or 22.2 percent to EUR 3,801.6 million in 2012 from EUR 4,883.9 million in 2011 (2010: EUR 3,894.7 million). The decrease in net system sales was mainly caused by decreased demand in Memory. During 2012, the majority of the system sales were generated from Logic.

For geographical reporting, net sales are attributed to the geographic location in which the customers’ facilities are located. Identifiable assets are attributed to the geographic location in which these assets are located. Net sales and identifiable assets (total assets excluding goodwill and other intangible assets) by geographic region were as follows:

Year ended December 31 (in thousands)	Net sales EUR		Identifiable assets EUR
2012
Japan		292,309		128,750
Korea		1,276,304		85,022
Singapore		98,554		15,696
Taiwan		1,479,768		138,010
Rest of Asia		197,262		999,392
Europe		256,192		5,412,758
United States		1,131,166		471,739
Total		4,731,555		7,251,367
2011
Japan		405,595		414,264
Korea		1,318,777		56,765
Singapore		436,308		14,179
Taiwan		1,146,601		87,833
Rest of Asia		450,796		817,496
Europe		505,129		5,207,509
United States		1,387,829		508,359
Total		5,651,035		7,106,405
2010
Japan		396,748		345,160
Korea		1,396,028		31,859
Singapore		215,357		17,189
Taiwan		1,380,400		77,125
Rest of Asia		239,914		1,749,879
Europe		203,548		3,382,117
United States		675,943		422,092
Total		4,507,938		6,025,421

In 2012, sales to the largest customer accounted for EUR 1,236.1 million or 26.1 percent of net sales (2011: EUR 1,311.7 million or 23.2 percent of net sales; 2010: EUR 1,270.8 million or 28.2 percent of net sales). ASML’s three largest customers (based on net sales) accounted for 58.9 percent of accounts receivable and finance receivables at December 31, 2012, 35.5 percent of accounts receivable and finance receivables at December 31, 2011, and 36.9 percent of accounts receivable and finance receivables at December 31, 2010.

ASML ANNUAL REPORT 2012 F-38

Substantially all of ASML’s sales were export sales in 2012, 2011 and 2010.

21. Board of Management and Supervisory Board remuneration

The remuneration of the members of the Board of Management is determined by the Supervisory Board on the advice of the Remuneration Committee. The 2010 Remuneration Policy, as adopted by the General Meeting of Shareholders on March 24, 2010, was not changed in 2012.

The 2010 Remuneration Policy enables ASML to continue to attract, reward and retain qualified and experienced industry professionals in an international labor market. The remuneration structure and levels are assessed against a reference market by benchmarking. The total remuneration in 2012 consists of base salary, short-term performance incentives (in cash), long-term performance incentives (in shares) and other benefits.

Total direct compensation, pension and other benefits

The remuneration of the members of the Board of Management in 2012, 2011 and 2010 was as follows:

		Fixed	Short-term (variable)		Long-term (variable)		Total Remuneration	Other
	Year	Base salary EUR	STI (Cash)1 EUR	Option awards2 EUR	LTI (share awards)3 EUR		Total7 EUR	Pension8 EUR	Compensation Pension Premium9 EUR	Other benefits and expense reimbursement10 EUR
E. Meurice	2012	818,000	613,500	-	2,079,601	4	3,511,101	167,427	-	127,116
	2011	787,000	586,709	-	1,413,218	5	2,786,927	140,113	88,050	136,765
	2010	757,000	566,236	42,648	935,617	6	2,301,501	136,697	-	132,630
P.T.F.M.	2012	508,000	304,800	-	1,289,415	4	2,102,215	79,190	-	46,275
Wennink	2011	488,000	291,043	-	875,493	5	1,654,536	85,994	94,455	44,669
	2010	469,000	280,650	26,401	579,321	6	1,355,372	84,229	-	43,627
M.A. van den	2012	538,000	322,800	-	1,366,039	4	2,226,839	83,990	-	47,540
Brink	2011	517,000	308,339	-	927,912	5	1,753,251	91,243	181,826	45,502
	2010	497,000	297,405	28,025	617,004	6	1,439,434	90,388	-	44,817
F.J. van Hout	2012	445,000	267,000	-	1,131,676	4	1,843,676	69,110	-	37,313
	2011	428,000	255,259	-	832,201		1,515,460	75,134	9,735	35,190
	2010	412,000	246,541	23,209	471,700		1,153,450	65,300	-	34,549
F.J.M.	2012	433,000	259,800	-	1,144,137		1,836,937	67,190	-	28,889
Schneider-	2011	416,000	248,102	-	676,945		1,341,047	56,475	4,290	28,313
Maunoury	2010	400,000	239,360	-	326,947		966,307	55,011	-	34,788

1 Actual short-term incentives (“STI”) (cash) chargeable to us in the financial year (i.e. STI relating to performance in the current year but paid out in the next financial year).

2 The remuneration reported as part of the option awards is based on costs incurred under U.S. GAAP. The costs of the option awards are based on the actual vested number of option awards multiplied by the fair value of the option awards at grant date and are recorded in the consolidated statements of operations on a straight line basis over the vesting period. The use of performance stock options in the short term incentive plan was withdrawn as of 2010. The last performance option awards were granted in 2009 and became unconditional in 2010.

3 The remuneration reported as part of the long-term incentives (“LTI”) (share awards) is based on costs incurred under U.S. GAAP. The costs of share awards are charged to the consolidated statements of operations over the 3 year vesting period based on the maximum achievable number of share awards. Therefore the costs for e.g. the financial year 2012 include costs of the Board of Management’s performance share plan 2012, 2011 and 2010. Furthermore, the difference between the amount based on the maximum achievable number of share awards and the amount based on the actual number of share awards that vest, is released to the consolidated statements of operations in the financial year in which the share awards vest.

4 The remuneration reported as part of the LTI (share awards) for the year 2012 includes an adjustment for the Board of Management performance share plan 2009 based on the actual number of share awards vested in 2012. The adjustment for Mr. Meurice, Mr. Wennink, Mr. van den Brink and Mr. van Hout amounts to EUR -106,266, EUR -65,785, EUR -69,831 and EUR -57,838, respectively.

5 The remuneration reported as part of the LTI (share awards) for the year 2011 includes an adjustment for the Board of Management performance share plan 2008 based on the actual number of share awards vested in 2011. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to
EUR -148,040, EUR -91,645 and EUR -97,281, respectively.

6 The remuneration reported as part of the LTI (share awards) for the year 2010 includes an adjustment for the Board of Management performance share plan 2007 based on the actual number of share awards vested in 2010. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to
EUR -296,287, EUR -183,612 and EUR -191,972, respectively.

7 This total reflects base salary, STI (cash), option awards and LTI (share awards).

8 The pension arrangement has been adjusted upwards to match common market practice as from 2010. Furthermore, since the pension arrangement for members of the Board of Management is a defined contribution plan, we do not have additional pension obligations beyond the annual premium contribution. As per 2010, the employee contribution to the pension plan is 4.0 percent of the pension base.

9 In 2011, compensation was paid to the Board of Management regarding the risk premium for spouse/orphan pensions, to align the Board of Management pension arrangement with senior management. This concerned a reimbursement for risk premiums that were erroneously paid by the participants in the past.

10 Other benefits and expense reimbursement are gross amounts and may include housing costs, company car costs, travel expenses, social security costs, health and disability insurance costs and representation allowances.

ASML ANNUAL REPORT 2012 F-39

Short-term incentive

The annual performance-related cash incentive will have an on-target level of 75.0 percent of base salary for the Chief Executive Officer (“CEO”) and 60.0 percent for the other members of the Board of Management. The payouts are pro-rated, on a linear basis to the level of achievement of six performance criteria. Of the five quantitative performance criteria, three are based on the achievement of measurable financial targets, one on Technology Leadership Index (which also included qualitative elements) and one on achievements in the market position. Additionally, the qualitative target is based on the achievement of agreed key objectives.

In principle, the weighting of each of the five quantitative criteria is equal (weighted 80.0 percent in total). The sixth target is based on qualitative objectives (weighted 20.0 percent). The setting and measuring period of the financial and technology based targets is semiannual, and for the market related and qualitative targets it is annual. The overall payout is annual and the cash incentive is accrued during the performance period.

The Remuneration Committee evaluated the Board of Managements’ performance on above six criteria. Based on the 2012 evaluation, 6 out of 6 performance criteria were achieved on target or above target result, resulting in a cash payout of EUR 1.8 million representing 75.0 percent of Mr. Meurice’s base salary, 60.0 percent of Messrs. Wennink’s, Van den Brink’s, van Hout’s and Schneider-Maunoury’s base salary.

Performance Stock Options

In order to shift the focus from the short-term to the long-term, performance stock options are not a part of the 2010 Remuneration Policy. The value of this part of the remuneration has been moved into the long-term incentive plan which is paid in shares. 2009 was the last year in which performance stock options were granted to the members of the Board of Management, which means the actual number of performance stock options for 2009 achievement were awarded for the last time in 2010. Once the options are unconditionally awarded after fulfillment of the performance conditions, the options will be retained (lock-up period) by the Board of Management member for at least two years after the date of unconditional award or until the termination of employment, whichever period is shorter. The fair value of the options granted is determined based on the Black-Scholes option valuation model. Details of vested options held by members of the Board of Management to purchase ordinary shares of ASML Holding N.V. are set out below:

	Jan. 1, 2012		Exercised during 2012		Share price on exercise date (EUR)		Vested during 2012		Expired during 2012		Dec. 31, 2012		Exercise price (EUR)		Expiration date
E. Meurice		23,270		23,270		35.12		-		-		-		11.53		1/19/2015
		88,371		88,371		36.70		-		-		-		17.90		1/18/2016
		95,146		95,146		43.89		-		-		-		20.39		1/17/2017
		42,448		42,448		36.67		-		-		-		17.20		2/4/2018
		84,895		84,895		34.93		-		-		-		12.39		2/2/2019
P.T.F.M. Wennink		31,500		-		-		-		31,500		-		58.00		1/20/2012
		52,554		52,554		33.60		-		-		-		12.39		2/2/2019
M.A. van den Brink		31,500		-		-		-		31,500		-		58.00		1/20/2012
		27,894		27,894		34.38		-		-		-		17.20		2/4/2018
		55,788		55,788		33.60		-		-		-		12.39		2/2/2019
F.J. van Hout		46,201		46,201		33.60		-		-		-		12.39		2/2/2019
F.J.M. Schneider-		-		-		-		-		-		-		-		-
Maunoury

Long-term incentive

The members of the Board of Management are eligible to receive performance shares, which will be awarded annually under the condition of fulfillment of predetermined performance targets. These targets are measured over a period of three calendar years. The performance measures for obtaining performance targets will be ASML’s relative Return On Average Invested Capital (“ROAIC”) position compared with the peer group (weighted 80.0 percent) and a qualitative target related to ASML’s long-term ability to keep performing at high standards (weighted 20.0 percent).

The maximum number of performance shares to be conditionally awarded will equal 146.25 percent of base salary divided by the value of one performance share (i.e. reflecting maximum achievement). ASML defines stretching targets, whereas for on target achievement, the value of performance shares will be 80.0 percent of base salary.

For the determination of the number of performance shares that will be conditionally awarded, ASML applies a fixed number approach. Under this approach, the number of shares is fixed for two consecutive years. Every two years, the fixed number is calculated using the maximum achievable value of 146.25 percent of base salary divided by the value of the performance share at the moment of grant in the respective year. In 2012, the fixed number calculation has been conducted.

ASML ANNUAL REPORT 2012 F-40

Once the shares are unconditionally awarded after fulfillment of the performance conditions, the shares will be retained (for a lock-up period) by the Board of Management member for at least two years after the date of unconditional award or until the termination of employment, whichever period is shorter. ASML accounts for this share award performance plan as a variable plan.

Details of performance shares granted to members of the Board of Management are as follows:

Board of management

Grant date

Status

Full control

Number of shares at grant date

Fair value at grant date EUR

Vesting date

Number of shares at vesting date

End of lock- up date

E. Meurice

4/18/2012

Conditional

No

73,570

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

88,732

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

88,732

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

57,002

13.05

2/2/2012

48,859

1

2/2/2014

2/4/2008

Unconditional

No

57,002

18.18

2/4/2011

48,859

1

2/4/2013

1/17/2007

Unconditional

Yes

66,338

20.39

1/17/2010

51,807

1/17/2012

P.T.F.M. Wennink

4/18/2012

Conditional

No

45,689

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

54,974

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

54,974

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

35,287

13.05

2/2/2012

30,246

1

2/2/2014

2/4/2008

Unconditional

No

35,287

18.18

2/4/2011

30,246

1

2/4/2013

1/17/2007

Unconditional

Yes

41,111

20.39

1/17/2010

32,106

1/17/2012

M.A. van den Brink

4/18/2012

Conditional

No

48,387

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

58,256

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

58,256

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

37,458

13.05

2/2/2012

32,107

1

2/2/2014

2/4/2008

Unconditional

No

37,458

18.18

2/4/2011

32,107

1

2/4/2013

1/17/2007

Unconditional

Yes

42,980

20.39

1/17/2010

33,565

1/17/2012

F.J. van Hout

4/18/2012

Conditional

No

40,023

37.33

4/18/2015

4/18/2017

4/13/2011

Conditional

No

48,293

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

48,293

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

31,021

13.05

2/2/2012

26,589

1

2/2/2014

F.J.M. Schneider-

4/18/2012

Conditional

No

38,944

37.33

4/18/2015

4/18/2017

Maunoury

4/13/2011

Conditional

No

46,886

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

46,886

22.93

2/1/2013

-

2/1/2015

1 The number of shares included in the lock-up period is reduced as a result of the synthetic share buyback due to an exchange for each 100 ordinary shares for 77 ordinary shares. The number of shares vested in 2012 after the synthetic share buyback for Mr. Meurice, Mr. Wennink, Mr. van den Brink and for Mr. van Hout are 37,621 shares, 23,289 shares, 24,722 shares and 20,474 shares, respectively. The number of shares vested in 2011 after the synthetic share buyback for Mr. Meurice, Mr. Wennink and for Mr. van den Brink are 37,621 shares, 23,289 shares and 24,722 share, respectively.

Pension Benefits

Members of the Board of Management are offered a pension plan based on defined contribution. The total defined contribution is a percentage of the pensionable salary and is dependent on the participant’s age at the beginning of the year. In 2011, compensation was paid to the Board of Management regarding the spouse/orphan risk premium to align the Board of Management pension arrangement with senior management. This concerned a reimbursement for risk premiums that were erroneously paid by the participants in the past.

Benefits upon termination of employment

Term of appointment/employment

Members of the Board of Management appointed after the 2004 amendment of the Articles of Association, are appointed for a period of four years, after which reappointment is possible for consecutive four-year terms. Messrs. P. Wennink and M. van den Brink’s appointment to the Board of Management is for an indefinite period of time, as their initial appointment was before 2004. The existing employment contracts, including all rights and obligations under these contracts, will be honored.

Severance agreement

Employment agreements with the Board of Management members concluded prior to March 31, 2004 (i.e. Messrs. Wennink and Van den Brink) do not contain specific provisions regarding benefits upon termination of those agreements. Potential severance payments in such case will be according to applicable law (e.g. cantonal formula in the Netherlands).

ASML ANNUAL REPORT 2012 F-41

Employment agreements for members of the Board of Management appointed after March 31, 2004 (i.e. Messrs. Meurice, Van Hout and Schneider-Maunoury) do contain specific provisions regarding benefits upon termination of those agreements.

If we give notice of termination of the employment agreement for reasons which are exclusively or mainly found in acts or omissions on the side of the Board of Management member, no severance amount will be granted. If this is not the case, a severance amount equal to one year base salary or a severance consistent with the Dutch Labor laws will be made available upon the effective date of termination.

This severance payment will also be made available in case the Board of Management member gives notice of termination of the employment agreement due to a significant difference of opinion between the respective executives and the Supervisory Board regarding his employment agreement, his function or our strategy.

Change of control

Board of Management members with an employment agreement dated after March 31, 2004 (i.e. Messrs. Meurice, Van Hout and Schneider-Maunoury) shall also be entitled to the aforementioned severance amount in the event ASML or its legal successor gives notice of termination due to a Change of Control (as defined in the employment agreement) or if the Board of Management member gives notice of termination, which is directly related to such Change of Control and such notice is given within twelve months from the date on which the Change of Control occurs.

In order to comply with the highest standards of corporate governance, the Supervisory Board decided to mitigate the potential benefit of a Change of Control under the long-term incentive arrangements. This arrangement entails that the share price will be fixed on the average of i) the average closing share price over a period of 15 trading days prior to first public announcement of Change of Control negotiations, and ii) the average closing share price over a period of 30 trading days prior to closing of the transaction.

ASML ANNUAL REPORT 2012 F-42

Supervisory Board

The annual remuneration for Supervisory Board members covers the period from one Annual General Meeting of Shareholders (“AGM”) to the next one. The annual remuneration is paid in quarterly installments starting after the AGM. In 2011 the Supervisory Board proposed and the General Meeting of Shareholders approved an adjustment of the remuneration of the Supervisory Board, effective as per April 1, 2011. Furthermore the General Meeting of Shareholders approved a further increase of the annual (fixed) fee with a maximum amount of EUR 5,000 depending on circumstances, which the Supervisory Board implemented per April 1, 2012.

The following table sets forth an overview of the remuneration awarded to Supervisory Board Members in 2012 and 2011:

Year ended December 31, 2012	Total		Supervisory board		Audit committee		Remuneration committee			Selection and nomination committee		Technology and strategy committee		Other1,2
Arthur P.M. van der Poel		94,750		68,750		10,000		-			8,000		8,000		-
Jos W.B. Westerburgen		96,116		48,750		-		12,000			12,000		-		23,366	3
OB Bilous		104,750		78,750		-		-			8,000		8,000		10,000
Fritz W. Fröhlich		68,750		48,750		15,000		-			-		-		5,000
Hendrika (Ieke) C.J. van den Burg		56,750		48,750		-		8,000			-		-		-
William T. Siegle		90,750		78,750		-		-			-		12,000		-
Pauline F.M. van der Meer Mohr		56,750		48,750		-		8,000			-		-		-
Wolfgang H. Ziebart		72,750		48,750		10,000		6,000	4		-		8,000		-
Total		641,366		470,000		35,000		34,000			28,000		36,000		38,366
Year ended December 31, 2011	Total		Supervisory board		Audit committee		Remuneration committee			Selection and nomination committee		Technology and strategy committee		Other1,2
Arthur P.M. van der Poel		88,250		62,500		10,000		-			7,875		7,875		-
Jos W.B. Westerburgen		66,750		43,750		-		11,500			11,500		-		-
OB Bilous		99,500		73,750		-		-			7,875		7,875		10,000
Fritz W. Fröhlich		62,500		43,750		15,000		-			-		-		3,750
Hendrika (Ieke) C.J. van den Burg		51,625		43,750		-		7,875			-		-		-
William T. Siegle		85,250		73,750		-		-			-		11,500		-
Pauline F.M. van der Meer Mohr		51,625		43,750		-		7,875			-		-		-
Wolfgang H. Ziebart		61,625		43,750		10,000		-			-		7,875		-
Total		567,125		428,750		35,000		27,250			27,250		35,125		13,750

1 To compensate for certain obligations ASML has towards the U.S. government as a result of the acquisition of Silicon Valley Group in 2001, one U.S. member receives an additional EUR 10,000 to fulfill these obligations.

2 In addition to the annual fixed fee, the Vice-Chairman of the Supervisory Board receives EUR 5,000 per year to fulfill this role. As the adjustment of the Supervisory Board’s remuneration became effective as per April 1, 2011, the Vice-Chairman fee paid over the financial year 2011 amounted to EUR 3,750.

3 In 2012 Jos Westerburgen received a provisional payment related to the supervisory board remuneration for the period January to April 2013. As legislation regarding VAT registration for Supervisory Board members will change as from 2013 and Jos Westerburgen will resign in 2013 it was discussed and agreed with the Dutch tax authorities to pay the remuneration fee in advance.

4 During 2012 Wolfgang H. Ziebart was appointed as member of the Remuneration Committee and therefore received a partial fee.

In addition, a net cost allowance was paid to each Supervisory Board member in 2012, amounting to EUR 1,800 per year, and EUR 2,400 per year for the Chairman of the Supervisory Board.

Members of the Board of Management and/or Supervisory Board are free to acquire or dispose ASML shares or options for their own account, provided they comply with the applicable ASML Insider Trading Rules. Those securities are not part of members’ remuneration and are therefore not included. None of the members of the Supervisory Board currently owns shares or options on ASML shares.

ASML ANNUAL REPORT 2012 F-43

22. Selected operating expenses and additional information

Personnel expenses for all payroll employees were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Wages and salaries		711,039		648,869		551,683
Social security expenses		58,180		52,550		42,468
Pension and retirement expenses		50,298		45,947		40,593
Share-based payments		18,714		12,430		12,109
Personnel expenses		838,231		759,796		646,853

The average number of payroll employees in FTEs employed during 2012, 2011 and 2010 was 8,140, 7,627 and 6,785 respectively. The total number of payroll and temporary personnel employed in FTEs per sector was:

As of December 31	2012		2011		2010
Customer Support		2,538		2,478		2,236
SG&A		869		723		727
Industrial Engineering		637		420		398
Manufacturing & Logistics		2,856		2,852		2,659
R&D		3,736		3,417		3,225
Total employees (in FTEs)		10,636		9,890		9,245
Less: Temporary employees (in FTEs)		2,139		1,935		2,061
Payroll employees (in FTEs)		8,497		7,955		7,184

The average number of payroll employees in FTEs in our operations in the Netherlands during 2012, 2011 and 2010 was 4,620, 4,313 and 3,805 respectively.

23. Research and development costs

R&D costs include credits for an amount of EUR 17.9 million, EUR 25.1 million, EUR 29.5 million during 2012, 2011 and 2010 respectively. R&D credits relate to world-wide (inter-)governmental funding for certain strategic development programs.

24. Interest income and expense

Interest income of EUR 16.6 million (2011: EUR 41.2 million and 2010: EUR 15.1 million) mainly relates to interest income on deposits, short-term investments, money market funds and on bank accounts. Interest expense of EUR 22.8 million (2011: EUR 33.8 million and 2010: EUR 23.3 million) mainly consists of net interest expense of our Eurobond and related interest rate swaps.

Interest on cash pools is reported on a gross basis in the consolidated statements of operations under both interest income and interest expense. From an economic and legal perspective the interest on cash pools of EUR 4.2 million (2011: EUR 6.8 million and 2010: EUR 3.6 million) recorded in interest income nets off against the same amount recorded in interest expense.

25. Vulnerability due to certain concentrations

ASML relies on outside vendors to manufacture the components and subassemblies used in its systems, each of which is obtained from a sole supplier or a limited number of suppliers. ASML’s reliance on a limited group of suppliers involves several risks, including a potential inability to obtain an adequate supply of required components and reduced control over pricing and timely delivery of these subassemblies and components. In particular, from time to time, the number of systems ASML has been able to produce has been limited by the production capacity of Zeiss. Zeiss is currently ASML’s sole external supplier of lenses and other critical optical components and is capable of producing these lenses only in limited numbers and only through the use of its manufacturing and testing facility in Oberkochen and Wetzlar, Germany. During 2012, ASML’s production was not limited by the deliveries from Zeiss.

For our light source technology used in our EUV systems we also depend on a limited number of suppliers. Our main supplier for light source technology is Cymer. We have agreed to acquire Cymer, subject to certain closing conditions. We believe that the acquisition of Cymer, if completed, will help us achieving our strategic objective of delivering an economically viable EUV scanner to semiconductor manufacturers as soon as reasonably possible. We believe that combining Cymer’s expertise in EUV light sources with our expertise in lithography systems design and integration will reduce the risks related to the successful development of and accelerate the introduction of EUV technology. Without

ASML ANNUAL REPORT 2012 F-44

the acquisition, we do not believe that Cymer would have sufficient resources to complete the development of the EUV source and as a result, the only way to make the EUV source development successful without additional delay is through the acquisition of Cymer. In addition we believe that the acquisition will allow us to more effectively partition responsibilities between Cymer, its suppliers and us with respect to EUV light source development, reducing risk and increasing development speed.

Completion of the acquisition is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, there is no assurance that the transaction will be completed within the expected time period or at all.

Business failure or insolvency of one of our main customers may have an adverse effect on our business, financial condition and results of operations. See Note 20.

26. Shareholders’ equity

Share capital

ASML’s authorized share capital amounts to EUR 126,000,000 and is divided into:

• 700,000,000 cumulative preference shares with a nominal value of EUR 0.09 each;

• 699,999,000 ordinary shares with a nominal value of EUR 0.09 each; and

• 9,000 ordinary shares B with a nominal value of EUR 0.01 each.

Per December 31, 2012, 419,852,467 ordinary shares with a nominal value of EUR 0.09 each were issued and fully paid in, of which 12,687,246 ordinary shares are held by us in treasury. No ordinary shares B and no cumulative preference shares are issued. 96,566,077 depositary receipts for ordinary shares are issued with our cooperation.

Our Board of Management has the power to issue ordinary shares and cumulative preference shares insofar as the Board of Management has been authorized to do so by the General Meeting of Shareholders (either by means of a resolution or by an amendment to our Articles of Association). The Board of Management requires approval of the Supervisory Board for such an issue. The authorization by the General Meeting can only be granted for a certain period not exceeding five years and may be extended for no longer than five years on each occasion. In case the General Meeting of Shareholders has not authorized the Board of Management to issue shares, the General Meeting of Shareholders shall have the power to issue shares upon the proposal of the Board of Management, provided that the Supervisory Board has approved such proposal.

Shares issued in Customer Co-Investment Program

On September 12, 2012, we issued 62,977,877 ordinary shares to Stichting Administratiekantoor MAKTSJAB (“Intel Stichting”) and 12,595,575 ordinary shares to Stichting Administratiekantoor Samsung and on October 31, 2012, ASML issued 20,992,625 ordinary shares to Stichting Administratiekantoor TSMC with respect to the Customer Co-Investment Program. We received an amount of EUR 3,853.9 million in relation to the shares issued under the Customer Co-Investment Program. For further details on our Customer Co-Investment Program see Note 28.

Synthetic Share Buyback

At the Extraordinary General Meeting of Shareholders (“EGM”) held on September 7, 2012, several changes in the Articles of Association of ASML were adopted, in connection with the Synthetic Share Buyback effectuated in connection with the Customer Co-Investment Program. Consequently, on November 24, 2012 the Articles of Association were amended as follows. Upon the first amendment the ordinary shares to be held for the benefit of the participants to the Customer Co-Investment Program were converted into ordinary shares M and all other ordinary shares were converted into ordinary shares A. Upon the second amendment the par value per ordinary share A was increased from EUR 0.09 to EUR 9.24 at the expense of the share premium reserve. Upon the third amendment, the nominal value per ordinary share A was reduced to an amount of EUR 0.06, by decreasing the nominal value per ordinary share A by an amount of EUR 9.18, which resulted in a repayment of the same amount per share to holders of ordinary shares into which the ordinary shares A were converted. The fourth amendment provided for the consolidation of the ordinary shares A through the exchange of each 100 ordinary shares for 77 ordinary shares, resulting in an increase of the nominal value per ordinary share from EUR 0.06 to EUR 0.09, whereby the aggregate difference is booked at the expense of the share premium reserve. The fifth and last amendment provided for the deletion of the share class M for participants to the

ASML ANNUAL REPORT 2012 F-45

Customer Co-Investment Program and the share class A for the other shareholders. The ordinary shares M and A were converted thereafter into ordinary shares without a specific letter mark attached to it.

These amendments in substance constitute a Synthetic Share Buyback in which we effectively repurchased 93,411,216 shares at an average price of EUR 39.91 for a total amount of EUR 3,728.3 million. The difference of EUR 125.6 million between the capital repayment of EUR 3,728.3 million and the net proceeds from issuance of shares of EUR 3,853.9 million relates to the capital repayment on ASML’s treasury shares which was also part of the Synthetic Share Buyback.

Ordinary shares

Each ordinary share consists of 900 fractional shares. Fractional shares entitle the holder thereof to a fractional dividend but do not entitle the holder thereof to voting rights. Only those persons who hold shares directly in the share register in the Netherlands, held by us at our address at 5504 DR Veldhoven, de Run 6501, the Netherlands, or in the New York share register, held by JP Morgan Chase Bank, N.A., P.O. Box 64506, St. Paul, MN 55164-0506, United States, can hold fractional shares. Persons who hold ordinary shares through the deposit system under the Dutch Securities Bank Giro Transactions Act (Wet giraal effectenverkeer; the “Giro Act”) maintained by the Dutch central securities depository (Nederlands Centraal Insituut voor Giraal Effectenverkeer B.V., “Euroclear Nederland”) or through the Depositary Trust Company (“DTC”) cannot hold fractional shares. An ordinary share entitles the holder thereof to cast nine votes in the General Meeting of Shareholders. At our EGM held on September 7, 2012, the Board of Management was authorized from September 7, 2012 through October 25, 2013, subject to the approval of the Supervisory Board, to issue shares and/or rights thereto representing up to a maximum of 5.0 percent of our issued share capital at April 25, 2012, plus an additional 5.0 percent of our issued share capital at April 25, 2012 that may be issued in connection with mergers, acquisitions and/or (strategic) alliances.

Holders of ASML’s ordinary shares have a preemptive right of subscription, in proportion to the aggregate nominal amount of the ordinary shares held by them, to any issuance of ordinary shares for cash, which right may be restricted or excluded. Ordinary shareholders have no pro rata preemptive right of subscription to any ordinary shares issued for consideration other than cash or ordinary shares issued to employees. If authorized for this purpose by the General Meeting of Shareholders (either by means of a resolution or by an amendment to our Articles of Association), the Board of Management has the power subject to approval of the Supervisory Board, to restrict or exclude the preemptive rights of holders of ordinary shares. At our EGM held on September 7, 2012, the Board of Management was authorized from September 7, 2012 through October 25, 2013, subject to approval of the Supervisory Board, to restrict or exclude preemptive rights of holders of ordinary shares up to a maximum of 10.0 percent of our issued share capital at April 25, 2012. With this authorization, the corresponding authorization granted at the AGM held on April 25, 2012, ceased to apply to the extent not already used.

We may repurchase our issued ordinary shares at any time, subject to compliance with the requirements of Dutch law and our Articles of Association. Any such repurchases are and remain subject to the approval of the Supervisory Board and the authorization of shareholders at ASML’s AGM, which authorization may not be for more than 18 months. At the AGM held on April 25, 2012, the Board of Management has been authorized, subject to Supervisory Board approval, to repurchase through October 25, 2013, up to a maximum of two times 10.0 percent of our issued share capital at April 25, 2012, at a price between the nominal value of the ordinary shares purchased and 110.0 percent of the market price of these securities on NYSE Euronext Amsterdam or NASDAQ. At our AGM to be held on April 24, 2013, we shall request the authorization for the Board of Management to repurchase and cancel shares for a period of 18 months as of the 2013 AGM, i.e. until October 24, 2014, all in conformity with the provisions of the law and our Articles of Association.

Ordinary shares B

As part of the most recent changes in our Articles of Association, adopted at the EGM held on September 7, 2012, the 9,000 ordinary shares B with a nominal value of EUR 0.01 were introduced. A person who holds (a multiple of) 100 fractional shares, may exchange those fractional shares for an ordinary share B. Every holder of an ordinary share B is entitled to one-ninth (1/9) of a dividend. Each ordinary share B entitles the holder thereof to cast one vote at the General Meeting.

Cumulative preference shares

In 1998, we granted to the preference share foundation, “Stichting Preferente Aandelen ASML” (the “Foundation”) an option to acquire cumulative preference shares in our capital (the “Preference Share Option”). This option was amended and extended in 2003 and 2007. A third amendment to the option agreement between the Foundation and ASML became effective on January 1, 2009, to clarify the procedure for the repurchase and cancellation of the preference shares when issued.

ASML ANNUAL REPORT 2012 F-46

Per the amendment of our Articles of Association of May 6, 2011, the nominal value of the cumulative preference shares was increased to EUR 0.09. The number of cumulative preference shares included in the authorized share capital was decreased to 700,000,000. This was done to simplify the Articles of Association, and to give each share the right to cast one vote in the General Meeting of Shareholders.

The Foundation may exercise the preference share option in situations where, in the opinion of the Board of Directors of the Foundation, our interests, our business or the interests of our stakeholders are at stake. This may be the case if a public bid for our shares has been announced or has been made, or the justified expectation exists that such a bid will be made without any agreement having been reached in relation to such a bid with us. The same may apply if one shareholder, or more shareholders acting in concert, hold a substantial percentage of our issued ordinary shares without making an offer or if, in the opinion of the Board of Directors of the Foundation, the (attempted) exercise of the voting rights by one shareholder or more shareholders, acting in concert, is materially in conflict with our interests, our business or our stakeholders.

The objectives of the Foundation are to look after the interests of ASML and of the enterprises maintained by ASML and of the companies which are affiliated in a group with ASML, in such a way that the interests of ASML, of those enterprises and of all parties concerned are safeguarded in the best possible way, and influences in conflict with these interests which might affect the independence or the identity of ASML and those companies are deterred to the best of the Foundation’s ability, and everything related to the above or possibly conducive thereto. The Foundation seeks to realize its objects by the acquiring and holding of cumulative preference shares in the capital of ASML and by exercising the rights attached to these shares, particularly the voting rights attached to these shares.

The preference share option gives the Foundation the right to acquire a number of cumulative preference shares as the Foundation will require, provided that the aggregate nominal value of such number of cumulative preference shares shall not exceed the aggregate nominal value of the ordinary shares that have been issued at the time of exercise of the Preference Share Option for a subscription price equal to their nominal value. Only one-fourth of the subscription price is payable at the time of initial issuance of the cumulative preference shares, with the other three-fourths of the nominal value only being payable when we call up this amount. Exercise of the preference share option could effectively dilute the voting power of the outstanding ordinary shares by one-half.

Cancellation and repayment of the issued cumulative preference shares by us requires the authorization by the General Meeting of Shareholders of a proposal to do so by the Board of Management approved by the Supervisory Board. If the preference share option is exercised and as a result cumulative preference shares are issued, we, at the request of the Foundation, will initiate the repurchase or cancellation of all cumulative preference shares held by the Foundation. In that case we are obliged to effect the repurchase and cancellation respectively as soon as possible. A cancellation will have as a result a repayment of the amount paid and exemption from the obligation to pay up on the cumulative preference shares. A repurchase of the cumulative preference shares can only take place when such shares are fully paid up.

If the Foundation will not request us to repurchase or cancel all cumulative preference shares held by the Foundation within 20 months after issuance of these shares, we will be obliged to convene a General Meeting of Shareholders in order to decide on a repurchase or cancellation of these shares.

The Foundation is independent of ASML. The Board of Directors of the Foundation comprises four independent voting members from the Dutch business and academic communities. As of January 1, 2012, the members of the Board of Directors of the Foundation are: Mr. A. Baan, Mr. M.W. den Boogert, Mr. J.M. de Jong and Mr. A.H. Lundqvist.

Dividend proposal

As part of our financing policy, we aim to pay an annual dividend that will be stable or growing over time. Annually, the Board of Management will, upon prior approval from the Supervisory Board, submit a proposal to the AGM with respect to the amount of dividend to be declared with respect to the prior year. The dividend proposal in any given year will be subject to the availability of distributable profits or retained earnings and may be affected by, among other factors, the Board of Management’s views on our potential future liquidity requirements, including for investments in production capacity, the funding of our research and development programs and for acquisition opportunities that may arise from time to time; and by future changes in applicable income tax and corporate laws. Accordingly, it may be decided to propose not to pay a dividend or to pay a lower dividend with respect to any particular year in the future.

For 2012, a proposal to declare a dividend of EUR 0.53 per ordinary share of EUR 0.09 nominal value will be submitted to the AGM to be held on April 24, 2013.

ASML ANNUAL REPORT 2012 F-47

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

In addition to dividend payments, we intend to return cash to our shareholders on a regular basis through share buybacks or capital repayment, subject to our actual and anticipated level of liquidity requirements, our current share price, other market conditions and other relevant factors.

On April 25, 2012, the General Meeting of Shareholders authorized the repurchase of up to a maximum of two times 10.0 percent of our issued share capital as of the date of authorization through October 25, 2013.

On January 19, 2011, we announced our intention to repurchase up to EUR 1.0 billion of our own shares within the next two years. On January 18, 2012, we announced to increase the size of the program to a maximum amount of EUR 1,130 million. During the period from January 1, 2012 up to and including November 22, 2012, when the program was completed, we had purchased 11,278,058 of our shares for a total amount of EUR 430.0 million at an average price of EUR 38.13 per share. These shares are intended to be cancelled in 2013.

Furthermore, on January 18, 2012, we announced our intention to purchase up to 2.2 million of additional shares during 2012 for the purpose of covering outstanding employee stock and stock option plans. During the period from November 22, 2012 up to and including December 14, 2012, when the program was completed, a total number of 2.2 million shares was purchased for a total amount of EUR 105.2 million at an average price of EUR 47.81 per share. These shares will be held as treasury shares pending delivery pursuant to such plans.

Both programs had been suspended between July 10, 2012 and October 18, 2012 following the announcement of the Customer Co-Investment Program on July 9, 2012.

The following table provides a summary of our repurchased shares in 2012 (excluding the Synthetic Share Buyback effectuated in November 2012):

Period	Total number of shares purchased		Average price paid per Share (EUR)		Total number of shares purchased as part of publicly announced plans or programs		Maximum value of shares that may yet be purchased under the program1 (EUR)		Maximum number of shares that may yet be purchased under the program2
January 20 - 31, 2012		2,132,366		32.65		2,132,366		360,369,363		2,200,000
February 1 - 28, 2012		1,025,407		34.71		3,157,773		324,780,615		2,200,000
March 1 - 31, 2012		949,726		35.76		4,107,499		290,820,741		2,200,000
April 1 - 30, 2012		654,169		37.18		4,761,668		266,501,698		2,200,000
May 2 - 31, 2012		1,219,480		36.88		5,981,148		221,530,029		2,200,000
June 1 - 30, 2012		1,133,550		38.61		7,114,698		177,764,616		2,200,000
July 1 - 29, 2012		428,000		40.65		7,542,698		160,366,940		2,200,000
August 1 - 31, 2012		-		-		7,542,698		160,366,940		2,200,000
September 1 -30, 2012		-		-		7,542,698		160,366,940		2,200,000
October 3 - 31, 2012		1,153,112		41.86		8,695,810		112,099,413		2,200,000
November 1 - 30, 2012		3,240,099		44.10		11,935,909		-		1,542,149
December 1 - 31, 2012		1,542,149		48.24		13,478,058		-		-
Total		13,478,058		39.71

1 Program to purchase shares up to a maximum amount of EUR 1,130 million. We have or will cancel these shares.

2 Program to purchase up to 2.2 million shares for the purpose of covering outstanding employee stock and stock option plans

At the EGM held on September 7, 2012, a resolution was passed to amend the Articles of Association in connection with the Synthetic Share Buyback to be effected in connection with the Customer Co-Investment Program. We refer to Note 26 for a summary description of these amendments. On November 24, 2012, we effectuated the amendments consisting of a repayment to shareholders (excluding participating customers) of EUR 9.18 per ordinary share and the exchange of each 100 ASML ordinary shares for 77 ASML ordinary shares.

As a result of these amendments, which in substance constitute a Synthetic Share Buyback, we effectively repurchased 93,411,216 shares at an average price of EUR 39.91 for a total amount of EUR 3,728.3 million.

ASML ANNUAL REPORT 2012 F-48

28. Customer Co-Investment Program

Overview

On July 9, 2012, we announced our Customer Co-Investment Program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. The participating customers agreed to fund EUR 1.38 billion of our research and development projects from 2013 through 2017. This program creates risk sharing with some of our largest customers while the results of ASML’s development programs will be available to every semiconductor manufacturer with no restrictions. The R&D funding program in the Customer Co-Investment Program consists of two funding projects: a 450mm technology development project and a next-generation EUV development project. ASML has entered into Non Recurring Engineering (“NRE”) funding agreements with the participating customers.

In addition to the funding commitments described above, the participating customers have invested in ordinary shares equal, in aggregate, to 23 percent of ASML’s issued share capital (calculated giving effect to our Synthetic Share Buyback in November 2012). The proceeds of the share issuance, EUR 3.85 billion, were returned to the holders of ordinary shares (excluding the participating customers) through a Synthetic Share Buyback executed in November 2012. For further information regarding the Synthetic Share Buyback, see Note 26 to our consolidated financial statements.

Description of Investment Agreements, Shareholder Agreements and NRE Funding Agreements

In connection with the Customer Co-Investment Program, ASML entered into an investment agreement, a shareholder agreement and NRE funding agreements with each of the participating customers. Intel is the largest participant in the program, with an aggregate funding commitment of EUR 829 million and an investment in 15 percent of our ordinary shares (calculated giving effect to our Synthetic Share Buyback in November 2012). A description of the investment agreement, shareholders agreement and NRE funding agreements between ASML and Intel is set out below. The agreements between ASML and the other program participants – TSMC (which acquired 5 percent of our shares and made an EUR 277 million funding commitment) and Samsung (which acquired 3 percent of our shares and made an EUR 276 million funding commitment) are on substantially the same terms as those agreed with Intel. Shares were acquired by Dutch foundations (“Stichtingen”) established for each participant.

Investment Agreements

Pursuant to the investment agreement between ASML and Intel, dated July 9, 2012 (“the Intel Investment Agreement”), ASML has issued and delivered to Intel Stichting ordinary shares equal to 15 percent of the issued ordinary shares with simultaneous issuance by the Intel Stichting to Intel of the corresponding depositary receipts.

Pursuant to the investment agreement between ASML and TSMC, dated August 5, 2012 (the “TSMC Investment Agreement”) ASML has issued and delivered to Stichting Administratiekantoor TSMC (“TSMC Stichting”) ordinary shares equal to 5 percent of the issued ordinary shares with simultaneous issuance by the TSMC Stichting to TSMC of the corresponding depositary receipts.

Pursuant to the investment agreement between ASML and Samsung, dated August 27, 2012 (the “Samsung Investment Agreement” and together with the Intel Investment Agreement and TSMC Investment Agreement, the “Investment Agreements”), ASML has issued and delivered to the Samsung Stichting ordinary shares equal to 3 percent of the issued ordinary shares with simultaneous issuance by the Samsung Stichting to Samsung of the corresponding depositary receipts.

The subscription price for the ordinary shares under the Investment Agreements was EUR 39.91 per ordinary share, which is the average of the volume weighted average price of the ordinary shares on NYSE Euronext Amsterdam for the twenty trading days up to and including July 6, 2012.

Based upon the subscription price (EUR 39.91) included in the Investment Agreements, the equity participation of Intel (15 percent), TSMC (5 percent) and Samsung (3 percent) amount to EUR 2,513 million, EUR 838 million and EUR 503 million, respectively.

Under the Intel Investment Agreements, ASML has agreed to indemnify the participating customers and their affiliates for certain losses and expenses related to breaches of representations, warranties, covenants and agreements in the Investment Agreements and with respect to certain legal proceedings related thereto, subject to certain limitations.

ASML ANNUAL REPORT 2012 F-49

Shareholder Agreements

In connection with the issuance of shares pursuant to the Intel Investment Agreement, on September 12, 2012 ASML, Intel and the Intel Stichting entered into a shareholder agreement (the “Shareholder Agreement”) which governs certain matters relating to the holding of and further investment by Intel in ordinary shares of ASML, directly and indirectly through the Intel Stichting, including the matters described below.

The shareholder agreements between ASML and the other program participants (TSMC and Samsung) are on substantially the same terms as those agreed with Intel.

Voting Restrictions

Pursuant to the Intel Shareholder Agreement, Intel (and the Intel Stichting) will not be entitled to vote the ordinary shares that were acquired by the Intel Stichting as part of the Customer Co-Investment Program or any other ordinary shares otherwise transferred to the Intel Stichting (under the circumstances described under “Standstill; Additional Purchases” below) prior to a Shareholder Agreement Termination Event (as defined below), except when a Suspension Event (as described below) occurs and is continuing or where the following matters are proposed at any General Meeting (the “Voting Restrictions”): (i) an issuance of ASML shares or grant of rights to subscribe for ASML shares representing 25 percent or more of the issued and outstanding share capital of ASML or the restriction or exclusion of pre-emption rights relating thereto (in each case, on an aggregate basis during the preceding 12 months) or the designation of the Board of Management as the authorized body to resolve on these matters; (ii) an authorization to repurchase 25 percent or more of ASML’s issued and outstanding share capital on an aggregate basis during the preceding 12 months; (iii) the approval of a significant change in the identity or nature of ASML or our business, including a transfer of all or substantially all business or assets of ASML and our subsidiaries to a third party, the establishment or cancellation of a long-lasting cooperation of essential importance with a third party and an acquisition or disposition of an interest in the capital or assets of a person with a value of at least one third of the assets of ASML (on a consolidated basis); (iv) an amendment to ASML’s Articles of Association that would materially affect the specific voting rights of Intel, would materially affect the identity or nature of ASML or our business, or would disproportionately (or uniquely) and adversely affect the rights or benefits attached to or derived from the ordinary shares held by Intel through the Intel Stichting as compared to the shareholders; (v) the dissolution of ASML; and (vi) any merger or demerger which would result in a material change in the identity or nature of ASML or its business.

Standstill, Lock-up and Orderly Market Arrangements

Standstill; Additional Purchases

Subject to certain exceptions, pursuant to the Shareholder Agreement, Intel (or its affiliates) may not, prior to the six-year anniversary of the date of the Intel Shareholder Agreement (the “Standstill Period”), acquire more than 19.9 percent of the outstanding share capital of ASML without ASML’s prior approval (the “Standstill Restriction”). There is an exception from the Standstill Restriction in the case of a ‘suspension event’, which includes certain circumstances where a third party has acquired or made an offer to acquire at least 20 percent of ASML’s outstanding shares, and the Standstill Restriction will terminate upon the occurrence of a Shareholder Agreement Termination Event.

The Shareholder Agreement permits Intel (and its affiliates) to acquire up to 4.99 percent of ASML’s outstanding shares (other than shares acquired through the Customer Co-Investment Program) that may be held outside the Intel Stichting. For any additional ASML shares that Intel (or its affiliates) acquires in excess of 4.99 percent of the outstanding shares of ASML, Intel is required to deposit such shares with the Intel Stichting in exchange for Depositary Receipts. Shares held directly by Intel or its affiliates (and which not required to be deposited with the Intel Stichting) are not subject to the Voting Restrictions, or Lock-Up Restrictions (as defined below), but are subject to the Standstill Restriction.

The Intel Stichting will continue to hold ASML shares owned by Intel (notwithstanding termination of the Standstill Period) until the earlier of (i) such time as Intel owns (directly or through the Intel Stichting) less than 2 percent of ASML’s outstanding shares (the relevant percentage is 1 percent for the other participating customers) (ii) the date of notification to ASML by participating customers that the aggregate amount of ASML’s outstanding shares owned by Intel and the other participating customers represents less than 5 percent of ASML’s outstanding shares and (iii) a Shareholder Agreement Termination Event (as defined below), following which time Depositary Receipts will be exchanged for the underlying ASML shares. In case Intel would acquire ASML shares within 18 months after an event described under (i) or (ii) above, any ASML shares held by Intel in excess of 4.99 percent of the outstanding shares of ASML must be transferred to (and held by) the Intel Stichting.

ASML ANNUAL REPORT 2012 F-50

Lock-up; Orderly Sell Down

Intel may not, without prior written consent of ASML, transfer any ordinary shares or Depositary Receipts until the earliest of (i) two years and six months after the date of the Intel Shareholder Agreement, (ii) termination of the NRE funding agreements, and (iii) the occurrence of a Shareholder Agreement Termination Event ((i), (ii) and (iii) together, the “Lock-Up Restriction”). The Lock-Up Restriction does not apply in certain circumstances where a third party offers to acquire at least 20 percent of ASML’s shares. Intel is not permitted to transfer the ASML ordinary shares it acquired in the program in connection with an offer (before the end of the offer), or make any public statement in support of such offer, that is not recommended by the ASML Supervisory Board or Management Board, except in limited circumstances.

In addition, Intel may not (even after the Lock-Up Period has ended), without written consent of ASML, transfer on NYSE Euronext Amsterdam, NASDAQ or another securities exchange more than (i) in respect of Intel, 4 percent of the outstanding shares of ASML (the relevant percentage is 1.5 percent for Samsung and 2.5 percent for TSMC). There are also restrictions on Intel’s ability to transfer ASML shares to certain competitors or customers of ASML.

Termination

The Intel Shareholder Agreement will terminate upon the occurrence of the following events (each a “Shareholder Agreement Termination Event”) (i) certain change of control transactions were the shareholders of ASML prior to such a transaction are no longer entitled to exercise at least 50 percent of the votes in the General Meeting following such transaction, (ii) in the event of a delisting of the Ordinary Shares from NYSE Euronext Amsterdam or delisting from NASDAQ (except for certain voluntary delistings from NASDAQ), (iii) the winding up or liquidation of ASML, or (vi) in the event that all Depositary Receipts are exchanged for ASML shares and Intel does not acquire ASML shares in excess of 4.99 percent of the outstanding ASML shares within 18 months of such exchange (see “Standstill; Additional Purchases” above).

NRE Funding Agreements

On July 9, 2012, ASML and Intel entered into two NRE funding agreements pursuant to which Intel will support ASML’s R&D costs and project expenditures. One agreement relates to the development of 450mm lithography equipment (the “Intel 450mm NRE Funding Agreement”) and the other relates to the development of EUV lithography equipment (the “Intel EUV NRE Funding Agreement” and together with the Intel 450mm NRE Funding Agreement, the “Intel NRE Funding Agreements”). Intel has committed to provide EUR 553 million in funding under the Intel 450mm NRE Funding Agreement and EUR 276 million in funding under the Intel EUV NRE Funding Agreement, payable over the respective terms (2013-2017) of the Intel NRE Funding Agreements.

On August 5, 2012, ASML and TSMC entered into the TSMC NRE funding agreement (the “TSMC NRE Funding Agreement”) pursuant to which TSMC will support ASML’s R&D costs and project expenditures relating to the development of 450mm lithography equipment and EUV platforms. TSMC has committed to provide EUR 277 million in funding payable over the term (2013-2017) of the TSMC NRE Funding Agreement.

On August 27, 2012, ASML and Samsung entered into the Samsung NRE funding agreement (the “Samsung NRE Funding Agreement”) pursuant to which Samsung will support ASML’s R&D costs and project expenditures relating to the development of 300mm/450mm EUV platforms. Samsung has committed to provide EUR 276 million in funding payable over the term (2013-2017) of the Samsung NRE Funding Agreement.

Under the Intel NRE Funding Agreements, the TSMC NRE Funding Agreement, and the Samsung NRE Funding Agreement (together the “NRE Funding Agreements”), ASML will retain sole control over the development of 450mm photo lithography equipment and EUV platforms and will own all intellectual property created by ASML in connection therewith. The NRE Funding Agreements provide that if ASML, in its reasonable discretion, determines to abandon either the 450mm or EUV development project, as a result of technical infeasibility or lack of sufficient industry demand, or if the then remaining funding exceeds the expenditure estimate for the development project (450mm or EUV) then the parties may agree on an alternative development project, and if no alternative is agreed, ASML may invoice the participating customers for the remaining due portion of committed funding during each year of the remaining funding period in which ASML’s actual gross R&D expenditures exceed a minimum threshold specified in the NRE Funding Agreements. The NRE Funding Agreements will terminate on December 31, 2017 or upon pre-payment by the participating customer of the aggregate amount of funding owed under its respective NRE Funding Agreement.

ASML ANNUAL REPORT 2012 F-51

Commercial Agreement

On July 9, 2012, ASML and Intel entered into a Commercial Agreement, pursuant to which ASML and Intel established a contractual framework for Intel to purchase equipment related to the 450mm and EUV next-generation lithography equipment. Under this agreement, Intel has committed to purchase specified numbers of 450mm and EUV tools. The agreement sets forth pricing terms for the tools as well as milestones related to product deliveries, and provides for certain commercial discounts in the form of credits in exchange for Intel’s early purchase commitments and volume purchase commitments and for specified additional credits in the event that certain schedules are not met. In addition, subject to certain conditions, ASML has agreed to install sufficient capacity to meet Intel’s forecasted 450mm lithography equipment needs through 2022.

Accounting Policies

The Investment Agreements, Shareholder Agreements, NRE Funding Agreements and Commercial Agreement are accounted for as a multiple-element arrangement with each of the participating customers. Based upon ASC 605-25 “Multiple-Element Arrangements” guidance, the following two separate elements are identified for each arrangement: (1) the share issuance (governed by the Investment Agreement and the Shareholder Agreement) and (2) the NRE funding and commercial discounts and credits (governed by the NRE Funding Agreement(s) and the Commercial Agreement).

The shares issued to the participating customers are recorded at fair value based on quoted share prices (EUR 3,968.7 million) with the remaining aggregate arrangement consideration allocated to the NRE funding and commercial discounts and credits. The difference between the fair value of the shares and the subscription price of the shares (EUR 39.91) is recorded as a deduction from shareholders’ equity upon issuance of the shares (EUR 123.4 million). Shareholders’ equity is increased to the fair value of the shares as the portion of the NRE funding allocable to the shares is received over the NRE funding period (2013-2017). The amounts are deemed receivables from the participating customers in their capacity as shareholders of ASML.

A significant related party relationship exists between ASML and Intel as a result of the equity investment made by Intel as part of the Customer Co-Investment Program. Based on the commercial discounts and credits (governed by the Commercial Agreement) and the significant related party relationship, all NRE funding will be deferred and recognized in the consolidated income statement only when the commercial discounts and credits are earned. The portion of the NRE funding from TSMC and Samsung, not allocable to the shares, will be recognized in the consolidated income statement when the R&D costs relating to the development of 450mm lithography equipment and EUV platforms are recognized over the NRE funding period.

For further details regarding the share issuances to the participating customers and the Synthetic Share Buyback effectuated in connection with our Customer Co-Investment Program, see Note 26.

ASML ANNUAL REPORT 2012 F-52

29. Related Party Transactions

Consistent with our corporate responsibilities to our surrounding community and together with several other companies in the region, in prior year ASML entered into a loan agreement with a local sports club PSV N.V.; pursuant to which ASML provided PSV N.V., as of August 1, 2011, a 14 year, interest free, subordinated loan of EUR 5.0 million. As of June 30, 2012 the chairman of the Supervisory Board of ASML, Mr. Arthur van der Poel and Chief Financial Officer of ASML, Mr. Peter Wennink resigned as members of the Supervisory Board of PSV N.V., therefore the loan agreement with PSV N.V. is concluded to no longer classify as a related party transaction from that date onwards.

On July 9, 2012, we announced our Customer Co-Investment Program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. One of the participating customers, Intel, agreed to fund EUR 829 million for our R&D projects. In addition Intel also agreed to invest in ordinary shares equal to 15 percent of our issued share capital. Due to the equity investment, Intel is considered a related party of ASML as of July 9, 2012.

We have entered into various agreements with Intel and have recognized sales and incurred costs of systems, services and field options provided by ASML since the date that Intel became a related party. We believe that all such transactions have been entered into in the ordinary course of business, with the exception of certain terms included in the agreements entered into as part of the Customer Co-Investment Program:

• Investment Agreement: Pursuant to the Intel Investment Agreement, ASML agreed to issue to Intel Stichting ordinary shares equal to 15 percent of the issued ordinary shares which the Intel Stichting then issued to Intel a corresponding number of depositary receipts representing these shares. The subscription price for the ordinary shares under the investment agreement was EUR 39.91 per ordinary share, which is the average of the volume weighted average price of the ordinary shares on Euronext for the twenty trading days up to and including July 6, 2012. Under the investment agreement, ASML has agreed to indemnify Intel and its affiliates for certain losses and expenses related to breaches of representations, warranties, covenants and agreements in the investment agreement and with respect to certain legal proceedings related thereto, subject to certain limitations.

• Shareholder Agreement: In connection with the issuance of the ordinary shares to the Intel Stichting, Intel and its relevant subsidiaries, the Intel Stichting and ASML have entered into the shareholder agreement, which governs certain matters relating to the holding and disposing of and further investments in ordinary shares by Intel, directly and indirectly through the Intel Stichting.

• NRE Funding Agreement: On July 9, 2012, ASML and Intel entered into the Intel NRE Funding Agreement pursuant to which Intel has agreed to provide funding for certain of ASML’s R&D costs and project expenditures. One agreement relates to the development of 450mm lithography equipment (the “Intel 450mm NRE Funding Agreement”) and the other relates to the development of EUV lithography equipment (the “Intel EUV NRE Funding Agreement”). Intel has committed to provide funding in an aggregate amount of EUR 553 million under the Intel 450mm NRE Funding Agreement and funding in an aggregate amount of EUR 276 million under the Intel EUV NRE Funding Agreement, payable over the term of the relevant agreement (2013-2017). ASML will retain sole control over the development of 450mm photo lithography equipment and EUV platforms and will own all intellectual property created by ASML in connection therewith. The Intel NRE Funding Agreements provide that if ASML, in its reasonable discretion, determines to abandon either the 450mm or EUV development project, as a result of technical infeasibility or lack of sufficient industry demand, or if the then remaining funding exceeds the expenditure estimate for the development project (450mm or EUV) then the parties may agree on an alternative development project if no alternative is agreed, ASML may invoice Intel for the remaining due portion of committed funding during each year of the remaining funding period in which ASML’s actual gross R&D expenditures exceed a minimum threshold specified in the relevant agreement. The NRE funding agreements will terminate on December 31, 2017 or upon pre-payment by Intel of the aggregate amount of funding owed under the relevant funding agreement.

• Commercial Agreement: On July 9, 2012, ASML and Intel entered into the Commercial Agreement, pursuant to which ASML and Intel established a contractual framework for Intel to purchase equipment related to the 450mm and next-generation EUV lithography equipment. Under this agreement, Intel has committed to purchase specified numbers of 450mm and EUV tools. The agreement sets forth pricing terms for the tools as well as milestones related to product deliveries, and provides for certain commercial discounts in the form of credits in exchange for Intel’s early purchase commitments and volume purchase commitments and for specified additional credits in the event that certain schedules are not met. In addition, subject to certain conditions, ASML has agreed to install sufficient capacity to meet Intel’s forecasted 450mm lithography equipment needs through 2022.

The total net sales to Intel (and its affiliates) for the period from July 9, 2012 to December 31, 2012 amounted to EUR 301.7 million whereas the outstanding balances as of December 31, 2012 amount to EUR 65.0 million.

Except for the above, there have been no transactions during our most recent fiscal year, and there are currently no transactions, between ASML or any of its subsidiaries, and any other significant shareholder and any director or officer

ASML ANNUAL REPORT 2012 F-53

or any relative or spouse thereof other than ordinary course compensation arrangements. During our most recent fiscal year, there has been no, and at present there is no, outstanding indebtedness to ASML owed or owing by any director or officer of ASML or any associate thereof, other than the virtual financing arrangement with respect to shares and stock options as described under Note 17. All amounts due to ASML under the virtual financing arrangement were repaid during 2012.

30. Subsequent Events

On february 5, 2013, the Cymer Stockholders approved the previously announced merger agreement, dated October 16, 2012 at the special meeting of Cymer Stockholders. See Note 25 for additional information.

Veldhoven, the Netherlands

February 12, 2013

/s/ Eric Meurice,

Eric Meurice, Chief Executive Officer

/s/ Peter T.F.M. Wennink,

Peter T.F.M. Wennink, Chief Financial Officer

ASML ANNUAL REPORT 2012 F-54

Report of Independent Registered Public Accounting Firm

To the Supervisory Board and Shareholders of ASML Holding N.V.:

We have audited the accompanying consolidated balance sheets of ASML Holding N.V. and subsidiaries (collectively, the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012 (all expressed in euros). We also have audited the Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASML Holding N.V. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte Accountants B.V.

Eindhoven, The Netherlands

February 12, 2013

ASML ANNUAL REPORT 2012 F-55

Exhibits

Exhibit Index

Exhibit No.		Description
	1	Articles of Association of ASML Holding N.V. (English translation) (Incorporated by reference to Amendment No. 13 to the Registrant’s, Registration Statement on Form 8-A/A, filed with the Commission on February 8, 2013)
	2.1	Fiscal Agency Agreement between ASML Holding N.V., Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. relating to the Registrant’s 5.75 percent Notes due 2017 (Incorporated by reference to the Registrant’s Annual Report for the year ended December 31, 2008)
	4.1	Agreement between ASM Lithography B.V. and Carl Zeiss, dated March 17, 2000 (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2000) 1
	4.2	Agreement between ASML Holding N.V. and Carl Zeiss, dated October 24, 2003 (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003) 1
	4.3	Form of Indemnity Agreement between ASML Holding N.V. and members of its Board of Management (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003)
	4.4	Form of Indemnity Agreement between ASML Holding N.V. and members of its Supervisory Board (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2003)
	4.5	Form of Employment Agreement for members of the Board of Management (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2003)
	4.6	Nikon-ASML Patent Cross-License Agreement, dated December 10, 2004, between ASML Holding N.V. and Nikon Corporation (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004) 1
	4.7	ASML/Zeiss Sublicense Agreement, 2004, dated December 10, 2004, between Carl Zeiss SMT AG and ASML Holding N.V. (Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004) 1
	4.8	ASML New Hires and Incentive Stock Option Plan For Management (Version 2003) (Incorporated by reference to the Registrant’s Statement on Form S-8, filed with the Commission on September 2, 2003 (File No. 333-109154))
	4.9	ASML Incentive and New Hire Option Plan for Board of Management (Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed with the Commission on June 9, 2004 (File No. 333-116337))
	4.10	ASML Option Plan for Management of ASML Holding Group Companies (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 30, 2005 (file No. 333-126340))
	4.11	ASML Stock Option Plan for New Hire Options granted to Members of the Board of Management (Version April 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
	4.12	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
	4.13	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
	4.14	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 7, 2006 (file No. 333-136362))
	4.15	ASML Restricted Stock Plan (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 7, 2007 (file No. 333-141125))
	4.16	Brion Technologies, Inc., 2002 Stock Option Plan (as amended on March 25, 2005; March 24, 2006; and November 17, 2006) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on April 20, 2007 (file No. 333-142254))
	4.17	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version January 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
	4.18	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version April 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
	4.19	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version July 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
	4.20	ASML Stock Option Plan for Incentive or New Hire Options granted to Senior and Executive Management (Version October 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
	4.21	ASML Performance Stock Plan for Members of the Board of Management (Version 1) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
	4.22	ASML Performance Stock Option Plan for Members of the Board of Management (Version 2) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 5, 2007 (file No. 333-144356))
	4.23	ASML Stock Option Plan from Base Salary for Senior & Executive Management (Version October 2007) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 2, 2007 (file No. 333-147128))
	4.24	ASML Performance Stock Option Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s. Registration Statement on Form S-8 filed with the Commission on August 29, 2008 (file No. 333-153277))
	4.25	ASML Performance Share Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008 (file No. 333-153277))
	4.26	ASML Restricted Stock Plan (version 2) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 29, 2008 (file No. 333-153277))
	4.27	ASML Performance Stock Plan for Members of the Board of Management (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 13, 2009 (file No. 333-162439))
	4.28	ASML Performance Stock Option Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s. Registration Statement on Form S-8 filed with the Commission on October 13, 2009 (file No. 333-162439))

Exhibit No.	Description
4.29	ASML Performance Share Plan for Senior and Executive Management (version 1) (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 13, 2009 (file No. 333-162439))
4.30	ASML Share and Option Purchase Plan for Employees (Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 20, 2010 (file No. 333-170034))
4.31	Investment Agreement between ASML Holding N.V. and Intel Corporation, dated July 9, 2012 2
4.32	450mm NRE Funding Agreement between ASML Holding N.V., and Intel Corporation, dated July 9, 2012 1, 2
4.33	EUV NRE Funding Agreement between ASML Holding N.V., and Intel Corporation, dated July 9, 2012 1, 2
4.34	Shareholder Agreement between ASML Holding N.V. and Intel Holdings B.V., Intel Corporation and Stichting Administratiekantoor MAKTSJAB dated September 12, 2012 2
4.35	Agreement and Plan of Merger by and among ASML Holding N.V., Kona Acquisition Company, Inc. Cymer, Inc. and certain other parties set forth therein, date October 16, 2012 (incorporated by reference to Annex A to the Registrant’s Registration Statement on Form F-4 filed with the Commission on November 21, 2012 (file No. 333-185120))
8.1	List of Main Subsidiaries 2
12.1	Certification of CEO and CFO Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 2
13.1	Certification of CEO and CFO Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 2
15.1	Consent of Deloitte Accountants B.V. 2
101.INS	XBRL Instance Document 2
101.SCH	XBRL Taxonomy Extension Schema Document 2
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document 2
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document 2
101.LAB	XBRL Taxonomy Extension Label Linkbase Document 2
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document 2

1 Certain information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

2 Filed at the Commission herewith.

EX-4.31

Exhibit 4.31

INVESTMENT AGREEMENT

by and between

ASML HOLDING N.V.

and

INTEL CORPORATION

Dated as of July 9, 2012

TABLE OF CONTENTS

		Page
ARTICLE I	AGREEMENT TO PURCHASE AND SELL SHARES		1
Section 1.1	Agreement to Purchase and Sell Shares		1
Section 1.2	The Closings		1
ARTICLE II	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		3
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF INVESTOR		3
ARTICLE IV	COVENANTS		3
Section 4.1	Other Investor Offers		3
Section 4.2	Use of Proceeds		4
Section 4.3	Admission to Listing and Trading; Prospectus		5
Section 4.4	[Reserved]		5
Section 4.5	Shareholder Approval; Synthetic Buyback		5
Section 4.6	Stichting		7
Section 4.7	Changes; Encumbrances; Capital		7
Section 4.8	Reasonable Efforts		10
Section 4.9	Confidentiality; Public Disclosure		12
Section 4.10	Notice of Certain Events.		12
Section 4.11	Further Actions		13
ARTICLE V	CONDITIONS TO THE COMPANY’S AND INVESTOR’S OBLIGATIONS AT THE INITIAL CLOSING		14
Section 5.1	Conditions to Investor’s Obligations at the Initial Closing		14
Section 5.2	Conditions to the Company’s Obligations at the Initial Closing		16
ARTICLE VI	CONDITIONS TO THE COMPANY’S AND INVESTOR’S OBLIGATIONS AT THE ADDITIONAL CLOSING		17
Section 6.1	Conditions to Investor’s Obligations at the Additional Closing		17
Section 6.2	Conditions to the Company’s Obligations at the Additional Closing		19
ARTICLE VII	INDEMNIFICATION		20
Section 7.1	Survival of Representations		20
Section 7.2	Indemnification		21
Section 7.3	Limitations		21
Section 7.4	No Effect		22
ARTICLE VIII	TERMINATION		22
Section 8.1	Termination Prior to Initial Closing		22
Section 8.2	Termination Prior to Additional Closing		23
Section 8.3	Effect of Termination; Survival		24
ARTICLE IX	MISCELLANEOUS		25
Section 9.1	Notices		25
Section 9.2	No Third-Party Beneficiaries		27

TABLE OF CONTENTS

(continued)

		Page
Section 9.3	Entire Agreement		27
Section 9.4	Assignment; Successors		27
Section 9.5	Severability		27
Section 9.6	Amendments and Modifications		27
Section 9.7	Interpretation; References		27
Section 9.8	No Presumption Against Drafting Party		28
Section 9.9	Civil Law Notary		28
Section 9.10	No Rescission		28
Section 9.11	Specific Performance		28
Section 9.12	Remedies Cumulative		29
Section 9.13	Waivers		29
Section 9.14	Governing Law		29
Section 9.15	Dispute Resolution; Jurisdiction; Jury Trial Waiver		29
Section 9.16	Fees and Expenses		30
Section 9.17	Attorneys’ Fees		30
Section 9.18	Language		30
Section 9.19	Further Assurances		30
Section 9.20	Counterparts; Electronic Signature		30

iii

TABLE OF ANNEXES

Annex A	Definitions
TABLE OF SCHEDULES
Schedule I	Representations and Warranties of the Company
Schedule II	Representations and Warranties of Investor
Schedule III	Other Knowledge Employees
TABLE OF EXHIBITS
Exhibit A	Form of Deed of Issue
Exhibit B	Form of Investor Rights Agreement
Exhibit C	Form of Shareholder Agreement
Exhibit D	Resolutions
Exhibit E	Articles Amendment

iv

INVESTMENT AGREEMENT

This Investment Agreement (this “Agreement”) is entered into as of July 9, 2012, by and between ASML Holding N.V., a public limited liability company organized under the laws of The Netherlands, with its corporate seat at Veldhoven, the Netherlands (the “Company”), and Intel Corporation, a Delaware corporation (“Investor”).

RECITALS

A. The Company desires to sell and issue to Investor, and Investor desires to purchase from the Company, Ordinary Shares and securities convertible into Ordinary Shares of the Company.

B. Concurrently with the execution of this Agreement, the Company and Investor are entering into the Signing Agreements.

AGREEMENT

In consideration of the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

AGREEMENT TO PURCHASE AND SELL SHARES

Section 1.1 Agreement to Purchase and Sell Shares. Subject to the terms and conditions hereof, the Company agrees to issue and deliver to the Stichting, and Investor agrees to purchase for issuance and delivery to the Stichting by way of administration (ten titel van beheer) with simultaneous issuance and delivery by the Stichting to Investor (or its Investor Designee) of corresponding Depositary Receipts:

(a) on the Initial Closing Date, 41,985,250 validly issued Ordinary Shares (the “Initial Shares”) at a price of €39.91 per Share, less any reduction provided under Section 4.7(b) (the “Issue Price”), for an aggregate purchase price equal to the product of the number of Initial Shares times the Issue Price (the “Initial Shares Price”); and

(b) on the Additional Closing Date, validly issued Additional Shares at a price per Ordinary Share equal to the Issue Price, for an aggregate purchase price equal to the product of the number of Additional Shares times the Issue Price (the “Additional Shares Price”).

Section 1.2 The Closings.

(a) The Initial Closing. The issue, purchase and sale of the Initial Shares (the “Initial Closing”) will take place at the offices of De Brauw Blackstone Westbroek N.V., Claude Debussylaan 80, 1082 MD Amsterdam, The Netherlands, as soon as practicable and no later than the date that is three (3) Business Days after satisfaction or waiver of the Specified Initial Closing Conditions (or if the EGM has not occurred by such date, the date designated by Investor in writing that is not later than three (3) Business Days after the EGM), or at such other

place or on such other date or in such other manner as the Parties may agree in writing (the “Initial Closing Date”). The Initial Closing may occur on the same date and simultaneously with the Additional Closing. At the Initial Closing:

(i) Investor will (A) execute and deliver to the Company all Initial Transaction Documents requiring Investor’s signature (other than the Signing Agreements), (B) deliver the Initial Shares Price to an escrow account (the “Escrow Account”), at the London office of Citibank International plc or such other financial institution as the Parties may mutually designate (the “Escrow Holder”), which Escrow Holder shall hold the Initial Shares Price for the account of the Investor until the execution by the Civil Law Notary of the Deeds of Issue, upon which execution the Escrow Holder shall hold the Initial Shares Price for the account of the Company and shall transfer the Initial Shares Price from the Escrow Account to an account designated by the Company in written instructions delivered to Escrow Holder with a copy to Investor at least three (3) Business Days prior to the Initial Closing all in accordance with an escrow agreement to be entered into by the Parties and the Escrow Holder (the “Escrow Agreement”) and (C) deliver to the Company and the Civil Law Notary an executed and, to the extent required by the Civil Law Notary, apostilled Power of Attorney;

(ii) the Company will (A) execute and deliver to Investor all Initial Transaction Documents requiring the Company’s signature (other than the Signing Agreements), (B) deliver to Investor the certificates contemplated by Section 5.1(f) and Section 5.1(g) for the Initial Closing and (C) deliver to Investor and the Civil Law Notary an executed and, to the extent required by the Civil Law Notary, apostilled Power of Attorney; and

(iii) following completion of the actions set forth in clauses (i) and (ii), the Company and Investor will cause the Civil Law Notary to execute the Deeds of Issue, pursuant to which deed the Company will issue the Initial Shares to the Stichting, and the Company will register the issuance of the Initial Shares to the Stichting in the Company’s shareholders register and deliver confirmation of such registration to Investor and the Parties shall cause the Stichting to deliver to Investor (or its Investor Designee) Depositary Receipts in respect of the Initial Shares pursuant to the Stichting Documentation.

(b) The Additional Closing. The issue, purchase and sale of the Additional Shares, if any (the “Additional Closing”), will take place at the offices of De Brauw Blackstone Westbroek N.V., Claude Debussylaan 80, 1082 MD Amsterdam, The Netherlands, as soon as practicable and no later than the date that is three (3) Business Days after satisfaction or waiver of the Specified Additional Closing Conditions or at such other place or on such other date or in such other manner as the Parties may agree in writing (the “Additional Closing Date”). At the Additional Closing:

(i) Investor will (A) execute and deliver to the Company all Additional Transaction Documents requiring Investor’s signature, (B) deliver the Additional Shares Price to the Escrow Account, at which Escrow Account the Escrow Holder shall hold the

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Additional Purchase Price for the account of the Investor until the execution by the Civil Law Notary of the Deed(s) of Issue, upon which execution the Escrow Holder shall hold the Additional Shares Price for the account of the Company and shall transfer the Additional Shares Price from the Escrow Account to an account designated by the Company in written instructions delivered to Escrow Holder with a copy to Investor at least three (3) Business Days prior to the Additional Closing all in accordance with the Escrow Agreement (C) deliver to the Company and the Civil Law Notary an executed and, to the extent required by the Civil Law Notary, apostilled Power of Attorney;

(ii) the Company will (A) execute and deliver to Investor all Additional Transaction Documents requiring the Company’s signature, (B) deliver to Investor the certificates contemplated by Section 6.1(f) and Section 6.1(g) for the Additional Closing and (C) deliver to Investor and the Civil Law Notary an executed and, to the extent required by the Civil Law Notary, apostilled Power of Attorney; and

(iii) following completion of the actions set forth in clauses (i) and (ii), the Company and Investor will cause the Civil Law Notary to execute the Deed(s) of Issue, pursuant to which deed(s) the Company will issue the Additional Shares to the Stichting, and the Company will register the issuance of the Additional Shares in the Company’s shareholders register and deliver confirmation of such registration to Investor (or its Investor Designee) and the Parties shall cause the Stichting to deliver to Investor (or its Investor Designee) Depositary Receipts in respect of the Additional Shares pursuant to the Stichting Documentation.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby, upon the date of this Agreement and at each of the Initial Closing and the Additional Closing, represents and warrants to Investor as set forth in Schedule I.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor hereby, upon the date of this Agreement and at each of the Initial Closing and the Additional Closing, represents and warrants to the Company as set forth in Schedule II.

ARTICLE IV

COVENANTS

Section 4.1 Other Investor Offers. Notwithstanding the covenants of the Company set forth in Section 4.7, the Parties acknowledge that, from the date hereof until the earlier of the termination of this Agreement in accordance with Article VIII (Termination) and the third (3^rd) Business Day prior to the Synthetic Buyback, the Company will make offers to Persons that are customers of the Company to (i) purchase Ordinary Shares that will be issued and delivered to a stichting administratiekantoor by way of administration (ten titel van beheer) with simultaneous issuance and delivery by such stichting to the Other Investors of corresponding depositary receipts and (ii) make a corresponding NRE Commitment in connection therewith (each, an

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“Other Investor Offer”) as provided in this Section 4.1. From the date hereof until the earlier of the termination of this Agreement in accordance with Article VIII (Termination) and the third (3^rd) Business Day prior to the Synthetic Buyback, the Company will enter into agreements in respect of and issue or transfer and sell Ordinary Shares to Persons who are customers solely in accordance with the following (and each customer who enters into any such agreement will be an “Other Investor”):

(a) The aggregate number of Ordinary Shares issuable to Other Investors pursuant to the Other Investor Offers will not exceed the Maximum Offer Amount.

(b) The ratio of Ordinary Shares to the amount of NRE Commitment of any Other Investor may vary from that of Investor; provided, that the ratio of Ordinary Shares issuable to each Other Investor to the amount of the NRE Commitment to be made by each such Other Investor will not exceed the ratio of Ordinary Shares issuable to Investor pursuant to this Agreement and the Transaction Documents to the amount of Investor’s NRE Commitment.

(c) The rights provided by the Company to, and the contractual restrictions imposed by the Company on, any Other Investor, in the aggregate, with respect to an Other Investor Offer shall be no more favorable to such Other Investor than those applicable to Investor.

(d) The price per Other Investor Share shall not be less than the Issue Price for any Other Investor that accepts an Other Investor Offer.

(e) The Company will require that the consummation of the Additional Closing and the consummation of the issuance and sale of any Other Investor Shares to any Other Investors pursuant hereto be completed by the third (3^rd) Business Day prior to the Synthetic Buyback and in compliance with Applicable Law. The Ordinary Shares issued to the Other Investors will be issued and delivered to a stichting administratiekantoor by way of administration (ten titel van beheer) with simultaneous issuance and delivery by such stichting to the Other Investors of corresponding depositary receipts and treated in the manner reflected in the Articles Amendment implementing Resolution (2(a) through (e) in respect of the Class M Shares on the same terms as the Additional Shares.

(f) The Company will deliver to Investor, three (3) Business Days before each of (i) the Additional Closing and (ii) the Synthetic Buyback, a statement by an authorized officer of the Company certifying (A) the total number of Ordinary Shares subscribed by each of the Other Investors as of such date and (B) the Company’s compliance with all terms applicable to the offer and issuance to the Other Investors set forth in this Agreement.

Section 4.2 Use of Proceeds. If the shareholders of the Company approve the Resolutions at the EGM, the Company will use the proceeds from the sale of the Shares to Investor and the sale of the Other Investor Shares to the Other Investors to fund a Synthetic Buyback. If the shareholders of the Company do not approve the Resolutions at the EGM, the Company will use the proceeds from the sale of the Initial Shares to Investor for the funding of 450mm tool development and roadmap acceleration (including with respect to 450mm EUV tools) and, with respect to any remainder, for general corporate purposes.

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Section 4.3 Admission to Listing and Trading; Prospectus.

(a) Subject to approval of the Resolutions by the shareholders of the Company at the EGM, the Company will prepare and file for approval with the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”) and make publicly available a prospectus in accordance with the Act on Financial Supervision (Wet op het financieel toezicht, the “Prospectus”). The Company will file a draft Prospectus with the AFM as soon as practicable following the Additional Closing Date. The Company will thereafter use all commercially reasonable efforts to obtain prompt approval of the Prospectus.

(b) The Company will cause the Prospectus, on the date it is published to comply with all Applicable Laws of the Netherlands (including the Act on Financial Supervision), the Prospectus Directive and the Prospectus Regulation. The Company will also take all necessary action such that all requirements of the AFM in connection with the approval of the Prospectus and all conditions to such approval and any derogations or variations from the requirements or policies of the AFM or of the Prospectus Directive and the Prospectus Regulation granted by the AFM in connection with such approval, will be satisfied or complied with.

(c) The Company will apply for admission to trading of the Shares on Euronext Amsterdam as soon as reasonably practicable, and in any case within ninety (90) days after (i) the Initial Closing Date, with respect to the Initial Shares and (ii) the Additional Closing Date, with respect to the Additional Shares, in each case in accordance with Rule 61002/1 sub (ii) of Euronext Rule Book I: Harmonised Rules.

(d) Investor acknowledges that until the Shares are admitted to listing and trading on Euronext Amsterdam, such Shares will not be tradable via Euronext Amsterdam. As soon as reasonably practicable (and no later than eight (8) Business Days) following the Synthetic Buyback (or as soon as reasonably practicable (and no later than eight (8) Business Days following the EGM), in the event that the shareholders of the Company do not approve the Resolutions at the EGM, for the Initial Shares), the Parties shall cause the Shares to be included in the giro deposit and cause the Stichting to obtain a co-ownership interest in a joint deposit, both as referred to in the Dutch Securities Book Entry Transfer Act (Wet giraal effectenverkeer). Investor and the Company shall cause the Stichting to provide on a timely basis the information required for such inclusion (including details of one or more Dutch securities accounts of the Stichting at one or more affiliated institutions (aangesloten instellingen), designated for that purpose by Investor.

Section 4.4 [Reserved].

Section 4.5 Shareholder Approval; Synthetic Buyback.

(a) As soon as reasonably practicable after the date of this Agreement, and no later than the date that is fifteen (15) days after the date of this Agreement, the Company will issue and deliver a notice of convocation and agenda, together with explanatory notes to the agenda describing the material terms of the matters for which approval is sought (the “EGM Materials”) for an extraordinary general meeting of its shareholders (the “EGM”) to be held as

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soon as reasonably practicable after the date of this Agreement, in order that the Company’s shareholders may adopt the Resolutions. Unless otherwise agreed between the Company and Investor, the matters proposed for approval by the shareholders of the Company at the EGM shall consist solely of the Resolutions. The EGM Materials will comply with all requirements under Applicable Law and the Company Organizational Documents. Within a reasonable period of time prior to the issuance and delivery by the Company of the notice of convocation, agenda and explanatory notes for the EGM, and any additional materials published by the Company in connection with the EGM, the Company will furnish the draft of such materials to Investor and its counsel for their review and comment and incorporate such comments as are reasonably requested by Investor and its counsel to such documents. One or more Representatives of Investor will be entitled to attend the EGM to observe the EGM proceedings.

(b) The Supervisory Board and Board of Management will unanimously recommend the adoption by the shareholders of the Resolutions. The Company will use its best efforts to (i) solicit from its shareholders proxies in favor of adoption of the Resolutions and (ii) obtain the adoption of the Resolutions by the Shareholders.

(c) If the shareholders of the Company approve the Resolutions 1(a) and (b) and 2(a) through (e) at the EGM, the Company will

(i) promptly, and in any event within five (5) Business Days after the EGM, deliver such notices and make such notices as necessary and appropriate to commence any creditor objection period as may be required by Applicable Law in connection with the Synthetic Buyback and use all commercially reasonable efforts to resolve any objection arising during such creditor objection period; and

(ii) on or before the date that is the later of (x) in the absence of any objection being validly lodged during such objection period, the tenth (10th) Business Day following expiration of such objection period, (y) in the event of any objection being validly lodged during such objection period, the tenth (10th) Business Day following the withdrawal or dismissal of any such objection and (z) the seventh (7th) Business Day following the Additional Closing Date, cause the Civil Law Notary to execute deeds of amendment of the Articles of Association implementing Resolutions 2(a) through (e) in accordance with this Section 4.5(c); and

(iii) determine the amount of the increase of the nominal value of each Ordinary Share (other than the Class M Shares) as contemplated by Resolution 2(b) and the amount of the decrease of the nominal value of each Ordinary Share (other than the Class M Shares) as contemplated by Resolution 2(c) so that the aggregate amount of the capital distribution as contemplated by Resolution 2(c) shall be as close as commercially reasonably practicable to the aggregate amount of the Initial Shares Price, the Additional Shares Price and the aggregate price of the Other Investor Shares, but not more than an amount equal to the number of Ordinary Shares to be reduced pursuant to the share consolidation as contemplated by clause (iv) below multiplied by the weighted average of the Initial Shares Price, the Additional Shares Price and the prices paid for the Other Investor Shares; and

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(iv) determine the ratio for the share consolidation as contemplated by Resolution 2(d) so that either

(A) the number of Ordinary Shares in Issuance immediately prior to the Synthetic Buyback is reduced by a number of Ordinary Shares equal to or more than the aggregate number of Initial Shares, Additional Shares and Other Investor Shares; or

(B) the number of Ordinary Shares in Issuance immediately prior to the Synthetic Buyback is reduced by a number of Ordinary Shares as close as commercially reasonably practicable to, but less than, the aggregate number of Initial Shares, Additional Shares and Other Investor Shares.

(v) In the event that (B) applies, the Company shall either (i) transfer such number of Shares held by it or (b) issue such number of Ordinary Shares to the Stichting by way of administration (ten titel van beheer) with simultaneous issuance and delivery by the Stichting to Investor of a corresponding number of Depositary Receipts, prior to or immediately after the Synthetic Buyback free of payment and in compliance with Applicable Law and the Company’s stated intent in respect of the use of Shares held by it, so that the Stichting would hold immediately thereafter no less than both (x) the proportion of outstanding Ordinary Shares and (y) the proportion of Issued Ordinary Shares, that it would have held after giving effect to the provisions of Clause (A).

In clarification of the foregoing, the Parties intend that Investor will own Depositary Receipts in respect of not less than fifteen percent (15%) of the Issued Ordinary Shares following the Synthetic Buyback (except in the event, and adjusted to the extent, that Investor has not made use of its rights pursuant to Section 4.7(a)(ii)(D) or that Ordinary Shares are issued after the Additional Closing).

Section 4.6 Stichting. A reasonable time prior to the Initial Closing, the Company will establish a Stichting that will be governed by the Stichting Documentation and upon each applicable Closing, issue to Investor all Depositary Receipts in respect of the Ordinary Shares issued and delivered to such Stichting by way of administration (ten titel van beheer). The initial board of the Stichting will be selected from professional, reputable trust companies with Netherlands experience and will be mutually agreed upon by the Company and Investor in good faith.

Section 4.7 Changes; Encumbrances; Capital. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Additional Closing, except to the extent permitted in Section 4.1 or consented to in writing by Investor, the Company will not, directly or indirectly, and will not permit any of its Subsidiaries to:

(a) issue, transfer, sell or grant rights to subscribe for share capital (including treasury shares) or other equity securities of any kind, including any securities exercisable for, convertible into or exchangeable for, share capital of the Company or any Subsidiary (other than transactions involving the issue, transfer, sale or grant of rights with respect to share capital of a

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Subsidiary to the Company or another Subsidiary of the Company) or authorize or enter into any agreements to do any of the foregoing, other than:

(i) during the period from the date of this Agreement through the Initial Closing: (A) Ordinary Shares, first using the Company’s treasury shares until such treasury shares no longer remain available for such use, pursuant to options granted to employees of the Company or its Subsidiaries prior to the date of this Agreement under existing share-based incentive plans identified in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement or pursuant to any renewal or customary extensions or replacements thereof in the ordinary course consistent with past practice (“Company Plans”); (B) Ordinary Shares, first using the Company’s treasury shares until such treasury shares no longer remain available for such use, issued or transferred to employees of the Company or its Subsidiaries after the date of this Agreement under any Company Plans in the ordinary course of business consistent in timing and amount with the Company’s past practice and not exceeding 1,500,000 Ordinary Shares in the aggregate; (C) Cumulative Preference Shares issuable to Stichting Preferente Aandelen ASML (SPAA);

(ii) during the period from the Initial Closing through the Additional Closing: (A) Ordinary Shares issued or transferred pursuant to Company Plans; (B) Ordinary Shares, first using the Company’s treasury shares until such treasury shares no longer remain available for such use, issued or transferred to employees of the Company or its Subsidiaries after the date of this Agreement under any Company Plans in the ordinary course of business consistent in timing and amount with the Company’s past practice and not exceeding 1,500,000 Ordinary Shares in the aggregate; (C) Cumulative Preference Shares issuable to Stichting Preferente Aandelen ASML (SPAA); (D) issuances of Ordinary Shares or transfers of the Company’s treasury shares in connection with one or more Permitted Acquisitions constituting no more than Twenty-Five Percent (25%) of the outstanding share capital of the Company as of the date of this Agreement, or (E) other issuances of Ordinary Shares constituting no more than five percent (5%) of the outstanding share capital of the Company as of the date of this Agreement, provided that the Company notifies Investor of such issuance (or transfer, as the case may be) within five (5) days after the date thereof; provided further, however, that in the event of any issuance or transfer permitted under the foregoing clause (D), Investor shall have the right at the Initial Closing (or if the Initial Closing has theretofore occurred, at the Additional Closing) to acquire from the Company, and if Investor exercises such right, the Company shall issue at such Closing to the Stichting, a number of Ordinary Shares equal to the product of the number of Ordinary Shares issued in such issuance or transfer (and any securities issued or issuable in exchange for or with respect to the ordinary shares of the Company by way of a share dividend, share split or combination of shares, subdivision, consolidation, capitalization issue, recapitalization, merger, consolidation, scheme of arrangement, reorganization, reclassification or similar transaction after the date of such issuance) times 0.176470588, at a price per share (rounded to two significant digits) equal to the average of the VWAP per Ordinary Share for the twenty (20) trading days on the Euronext Amsterdam ending two (2) Business Days prior to the applicable Closing Date (subject to adjustments for any such share dividend, share split or combination of shares, subdivision, consolidation, capitalization issue, recapitalization,

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merger, consolidation, scheme of arrangement, reorganization, reclassification or similar transaction after the date of such issuance);

(b) declare, set aside, make or pay any dividend or other distribution (excluding share repurchases pursuant to the Buyback Program), payable in any form, including cash, shares, property or otherwise, with respect to any of the Company’s share capital, except that the Company may declare and pay a cash dividend or other distribution on the Ordinary Shares (i) in connection with the Synthetic Buyback and (ii) in an amount of up to €0.50 per Ordinary Share for all such dividends or distributions in the aggregate; provided, however, that the Issue Price for any Closing occurring after the record date for such dividend or distribution shall be reduced by the amount per share of such dividend or distribution (subject to appropriate adjustments for any share dividend, share split or combination of shares, subdivision, consolidation, capitalization issue, recapitalization, merger, consolidation, scheme of arrangement, reorganization, reclassification or similar transaction after the date of this Agreement);

(c) implement or set a record date for any reclassification, combination, split, subdivision or similar transaction (other than in connection with the Synthetic Buyback) with respect to any of the Company’s share capital, unless such reclassification, combination, split, subdivision or similar transaction provides to Investor a substantially identical economic benefits (taking into account any Taxes that may be payable by Investor in respect of such transaction or the provision of such benefits) in respect of the Shares that Investor purchases or has purchased at the Initial Closing or Additional Closing, as the case may be;

(d) retire or cancel any of the Company’s treasury shares issued as of the date of this Agreement;

(e) unless the Company and Investor otherwise agree in writing, consummate, agree to consummate or announce or disclose to any Person any intention or proposal to consummate (i) any investment in or acquisition of any of the equity securities or other voting securities (including any convertible or exchangeable securities or rights to acquire any equity securities or other voting securities) of any Person, whether by purchase or by means of a merger, consolidation, acquisition or similar transaction; (ii) any merger, combination with or consolidation with any Person; or (iii) acquisition of any business, division or operating unit or a significant portion of the assets of any Person or of any business, division or operating unit of any Person; provided, however, that the Company may consummate or agree to consummate, and thereafter announce or disclose, (A) any transaction constituting a Change of Control of the Company, provided that the Company has complied with Section 4.7(f)(i), (B) any Permitted Acquisition, provided that the Company has complied with Section 4.7(f)(ii), (C) any receipt of equity securities of any insolvent or bankrupt Person as part of a general settlement (pursuant to any applicable insolvency or bankruptcy Law) of the Company’s claims as a creditor of such Person with respect to debt of such Person to the Company incurred by such Person in the ordinary course of the Company’s business, or (D) after receipt of Investor’s prior written consent (which will not be unreasonably withheld or delayed), any acquisition of the equity or assets of a supplier for cash in an amount less than Twenty Million Euros (€20 million) individually or Fifty Million Euros (€50 million) in the aggregate; or

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(f) directly or indirectly, take any of the following actions or permit any of its Affiliates or Representatives to take any of such actions:

(i) (A) solicit, initiate, induce, knowingly encourage or knowingly facilitate any proposal, offer, inquiry or expression of interest for any Change of Control of any Person, or (B) participate in or continue any negotiations regarding, or agree to, accept, approve, endorse or recommend any such Change of Control of any Person, in each case except in response to a bona fide, unsolicited written proposal, offer, inquiry or expression of interest made after the date hereof, that did not result from or arise out of a breach of this Section 4.7(f) and that the Company Supervisory Board determines in good faith is in the best interests of the Company; or

(ii) (A) solicit, initiate, induce, knowingly encourage or knowingly facilitate any proposal, offer, inquiry or expression of interest for any acquisition of equity securities or other voting securities of or merger, combination or consolidation with, or acquisition of all or a significant portion of the assets of, any Permitted Acquired Company by a Person other than the Company, (B) participate in or continue any discussions regarding, or agree to, accept, approve, endorse or recommend any proposal, offer, inquiry or expression of interest for any acquisition of equity securities or other voting securities of or merger, combination or consolidation with, or acquisition of all or a significant portion of the assets of, any Permitted Acquired Company by the Company or any of its Subsidiaries, other than a Permitted Acquisition but only if such Permitted Acquired Company has theretofore received a bona fide, written proposal for a transaction constituting a Change of Control of such Permitted Acquired Company from a Person other than the Company and its Affiliates and Representatives, which proposal was not submitted by such Person as a result of the actions of the Company or any of its Affiliates and Representatives; provided, however, that notwithstanding the foregoing, the Company may discuss with any Permitted Acquired Company the possibility of any such transaction with the Company or any of its Subsidiaries to be consummated at a future date not earlier than the Additional Closing or (if earlier) the termination of this Agreement in accordance with Article VIII (Termination).

Section 4.8 Reasonable Efforts.

(a) Each of the Parties to this Agreement agrees to use all commercially reasonable efforts, and to cooperate with each other Party, to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the Transactions and the Transaction Documents as promptly as practicable, including, subject to any applicable limitations set forth in this Agreement, causing the satisfaction of the respective conditions set forth in Article V and Article VI and executing and delivering such other instruments and doing and performing such other acts and things as may be necessary or reasonably desirable for effecting the consummation of the Transactions.

(b) Without prejudice to the foregoing, as promptly as possible after the date of this Agreement, if required by any Applicable Law, each of the Parties (i) will file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of

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Justice (the “Antitrust Division”) a notification in accordance with the HSR Act with respect to the Transactions, and (ii) will file any recommended or required antitrust notification or application to obtain approval in any other jurisdiction as determined by the Company and Investor after consultation. The Parties will share equally the cost of any applicable filing fees required in respect of any such filings. Each of the Parties will furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Entity any additional information requested by either of them pursuant to the HSR Act or any other Applicable Law in connection with such filings. Each Party will notify the other promptly upon the receipt of any communication or comments from any officials of any Governmental Entity in connection with any filings made pursuant to this Section 4.8(b). To the extent permitted by Applicable Law and subject to all applicable privileges (including the attorney-client privilege), each of the Parties will consult and cooperate with one another and consider in good faith the views of one another, in connection with any filings, responses, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to the HSR Act or any other applicable Antitrust Law. Each of the Parties will cooperate reasonably with each other in connection with the making of all such filings or responses. Each of the parties will provide the other parties’ outside legal counsel with copies of all correspondence, filings and written communications between them (including any subsidiary, affiliate or representative) and any Governmental Entity with respect to this Agreement, provided that a Party will not be required to exchange Party documents that such Party determines in good faith contains commercially sensitive information. In addition, each of the Parties agrees not to participate in any meeting or have any oral communication with any Governmental Entity unless it has given the other Party’s antitrust counsel (both internal legal counsel, which may include the General Counsel of a Party, and external legal counsel) an opportunity to consult with it in advance and, to the extent permitted by such Governmental Entity, given the other Party’s antitrust counsel (both internal counsel, which may include the General Counsel of a Party, and external counsel) the opportunity to attend and participate therein.

(c) Notwithstanding anything to the contrary herein, other than pursuant to Section 4.7, nothing in this Agreement (including the other provisions of this Section 4.8) will require, in connection with any inquiry, investigation or review pursuant to Antitrust Laws, (i) Investor, the Company, or any of their respective Subsidiaries or Affiliates to refrain from making, or agreeing to make, any investments in or any acquisitions of any assets, business or any Person, whether by merger, consolidation or any other manner or (ii) Investor, the Company or any of their respective Subsidiaries or Affiliates to (and the Company shall not except with the prior written consent of Investor), take any action or allow any of their Subsidiaries to consent or proffer to, execute or carry out any agreement or submit to any order providing for any Party or any of their respective Affiliates to, or otherwise; divest, hold separate, or enter into any license or similar Contract with respect to; agree to restrict the ownership or operation of, any business or assets of Investor, the Company or any of their respective Subsidiaries or Affiliates; or take any other action, if such other action would reasonably be expected to dilute materially the benefits to Investor or the Company of the transactions contemplated by this Agreement or any other Transaction Document or have a material adverse effect on the business of the Company and its Subsidiaries, taken as a whole, or their consolidated results of operations or financial position.

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(d) Notwithstanding anything to the contrary herein (including the other provisions of this Section 4.8), in no event will Investor, the Company or any of their respective Subsidiaries or Affiliates be obligated to litigate or contest or participate in the litigation of any Legal Proceeding, whether judicial or administrative, brought by any Governmental Entity or appeal any decree, judgment, injunction or other order, whether temporary, preliminary or permanent brought by or before an administrative tribunal, court or other similar tribunal or body (i) challenging or seeking to make illegal, delaying materially or otherwise directly or indirectly restraining or prohibiting the consummation of the Transactions or seeking to obtain from Investor, the Company or any of their respective Subsidiaries or Affiliates any damages in connection therewith, (ii) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Investor or any of their respective Subsidiaries or Affiliates of all or any portion of the business or assets of the Company, Investor or any of their respective Subsidiaries or Affiliates or to require any such Person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets of the Company, Investor or any of their respective Subsidiaries or Affiliates, in each case as a result of, or in connection with, the Transactions, (iii) seeking, directly or indirectly, to impose or confirm any limitation or restrictions on the ability of Investor, the Company or any of their respective Subsidiaries or Affiliates to freely conduct their businesses or to acquire or hold, or exercise full rights of ownership of, any shares of capital shares of the Company, (iv) seeking to require divestiture by the Company, Investor or any of their respective Subsidiaries or Affiliates of any capital shares of the Company or any business or assets of the Company or its Subsidiaries or Investor or its Subsidiaries or Affiliates, or (v) that would reasonably be expected to impede, interfere with, prevent or materially delay the Transactions or that would reasonably be expected to dilute materially the benefits to Investor or the Company of the transactions contemplated by this Agreement or any Transaction Document.

Section 4.9 Confidentiality; Public Disclosure. The Parties agree to treat this Agreement as confidential information under the terms and conditions of the Corporate Non-Disclosure Agreements No. 8228275 dated May 14, 2002, and No. 3359858 dated September 19, 2011, and Addendum No. 1 to the Corporate Non-Disclosure Agreement # 8228275, effective June 10, 2012, previously executed by the Parties, as supplemented by any agreement between the Parties dated on or after the date hereof.

Section 4.10 Notice of Certain Events.

(a) If, at any time prior to the Initial Closing or the Additional Closing, the Company determines that, as a result of an event, occurrence or change in circumstances beyond the Company’s control (including any change as a result of claims made or investigations instigated and any change in the relationship of the Company with any of its customers or suppliers, including a modification of the relationship of the Company by one or more of the Company’s customers or suppliers resulting from the announcement of the Transactions, provided that to the Knowledge of the Company at the date of this Agreement, the Company does not reasonably expect such a change or any modification of the relationship by any particular customer or supplier or particular group of customers or suppliers) that occurs after the date of this Agreement, the Company will be unable to provide the certificate required under Section 5.1(f) or Section 6.1(f), respectively, because one or more representations and warranties of the Company set forth in Schedule I, other than any Fundamental Representation,

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will not be true and correct as of the Initial Closing Date or Additional Closing Date, as applicable, the Company will promptly (and in any event, not later than 9:00 p.m. Central Europe Time on the date immediately preceding the date on which the applicable Closing would otherwise occur pursuant to Section 1.2), provide to Investor written notice (each such notice, a “Closing Notice”) specifying the representation and warranty in Schedule I that will not be true and correct at the applicable Closing and, to the extent not described in the Company SEC Documents or AFM Documents filed after the date of this Agreement and prior to the Closing Notice, describing in reasonable detail the event, occurrence or change in circumstances that renders such representation and warranty untrue or incorrect. The Company shall provide to Investor as soon as practicable and to the maximum extent such disclosure is not prohibited by Applicable Law such additional information and documents as Investor may reasonably request for the purpose of evaluating such circumstance, event or occurrence and determining whether to proceed with the applicable Closing.

(b) If and to the extent that (i) the Company provides a Closing Notice in accordance with Section 4.10(a), (ii) the representation and warranty specified in the Closing Notice is not a Fundamental Representation and was true and correct when given at the date of this Agreement, (iii) the event, occurrence or change in circumstances described in the Closing Notice occurred after the date of this Agreement and did not result wholly or in part from any breach by the Company of any of its covenants under this Agreement, then Investor may either: (A) waive the condition precedent in Section 5.1(b) and (f) or Section 6.1(b) and (f), as applicable, with respect to the failure of the applicable representations and warranties to be true and correct on the applicable Closing Date as a result of the event, occurrence or change in circumstances described in the Closing Notice and proceed with the applicable Closing; or (B) terminate this Agreement under Section 8.1(c) or Section 8.2(c). In no event will Investor (or any other Indemnitees) be entitled to indemnification (and Investor agrees that the Company shall have no liability) for any failure of such representation and warranty to be true and accurate as of the applicable Closing to the extent such failure results from such event, occurrence or change of circumstances after the date of this Agreement as specified in the Closing Notice. For the avoidance of doubt, regardless of whether Investor elects to proceed with the Closing or terminate this Agreement, nothing herein shall affect the Investor’s rights, including its right to indemnification, resulting from (1) any failure of any Fundamental Representation to be true and correct at any time, (2) any failure of the representations or warranties to be true and correct at either the date of this Agreement or, if the Closing Notice is provided after the Initial Closing and prior to the Additional Closing, on the Initial Closing Date, (3) any failure of any other representations or warranties brought down to the applicable Closing Date under the certificate required to be delivered under Section 5.1(f) or Section 6.1(f) to be true and correct; or (4) any breach by the Company of any of its covenants or agreements under this Agreement.

Section 4.11 Further Actions. If, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, to vest the Stichting with full right and title of the Shares and to vest Investor with full right and title to the Depositary Receipts in respect of such Shares, each Party authorizes the officers and directors of each of Investor and the Company, in the name of their respective corporation or otherwise, to take all such lawful and necessary action to the extent consistent with the terms of this Agreement and without any further authorization or consent of the Parties to this Agreement being required.

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ARTICLE V

CONDITIONS TO THE COMPANY’S AND INVESTOR’S OBLIGATIONS AT THE INITIAL CLOSING

Section 5.1 Conditions to Investor’s Obligations at the Initial Closing. The obligation of Investor to purchase the Initial Shares at the Initial Closing is subject to the fulfillment, on or prior to the Initial Closing Date, of the following conditions, unless otherwise waived in writing; provided, that in each case, such conditions will not apply to, nor take into account, such matters as are relevant solely to the Additional Transactions:

(a) Representations and Warranties.

(i) The Fundamental Representations made by the Company will be true and correct as of the date of this Agreement and as of the Initial Closing Date with the same force and effect as if made as of such date (except such representations and warranties that are made as of a specified date will be true and correct as of such specified date and except that, for purposes of this Section 5.1 only, all references in the Fundamental Representations to the “Closing” will be deemed to be to the “Initial Closing,” all references therein to the “Transactions” will be deemed to be to the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing, all references therein to the “Shares” will be deemed to be to the “Initial Shares” and all references therein to the “Transaction Documents” will be deemed to be to the “Initial Transaction Documents”).

(ii) The representations and warranties made by the Company in Schedule I that are not Fundamental Representations will be true and correct in all material respects (except for those representations and warranties qualified by “material,” “material adverse effect” or other similar qualifiers, which will be true in all respects) as of the date of this Agreement and as of the Initial Closing Date with the same force and effect as if made as of such date (except that representations and warranties that are made as of a specified date will be true and correct as of such specified date and except that, for purposes of this Section 5.1 only, all references in the such representations and warranties to the “Closing” will be deemed to be to the “Initial Closing,” all references therein to the “Transactions” will be deemed to be to the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing, all references therein to the “Shares” will be deemed to be to the “Initial Shares” and all references therein to the “Transaction Documents” will be deemed to be to the “Initial Transaction Documents”); provided, that for purposes of this Section 5.1(a)(ii) only, the term “in all material respects” shall have the meaning set forth in the definition of “material” or “material adverse effect” as defined in Annex A to this Agreement, provided that clause (i) of such definition shall instead read for such purpose only “(i) be material (as such term is understood without reference to this definition) to the Company and would require disclosure by the Company in an SEC Document or an AFM Document heretofore or hereafter by the Company or….”

(b) Performance of Obligations. The Company will have performed, complied with and satisfied in all material respects all covenants, agreements, obligations and

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conditions under this Agreement that are required to be performed, complied with or satisfied by it on or before the Initial Closing.

(c) Antitrust Matters. Any waiting period (and any extension thereof) under the HSR Act or any other Antitrust Law applicable to the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing will have expired or will have been terminated and no investigation or inquiry under any Antitrust Law of the transactions contemplated by this Agreement or the Transaction Documents shall be pending.

(d) Consents and Waivers. The Company and Investor will have obtained any and all approvals, consents, clearances and waivers of any Governmental Entity necessary or appropriate for consummation of the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing, including any authorizations, approvals, clearances or permits of any Governmental Entity that are required in connection with the lawful issuance and sale of the Initial Shares, and such approvals, consents, clearances and waivers will be in effect, and neither revoked nor expired, as of the Initial Closing.

(e) Third-Party Consents. The Company will have obtained any and all non-Governmental Entity third-party consents necessary or appropriate for consummation of the Transactions.

(f) Compliance Certificate. At the Initial Closing, the Company will deliver to Investor a certificate, dated as of the Initial Closing Date and signed by the Company’s Chief Executive Officer, certifying that the conditions specified in Section 5.1(a) and Section 5.1(b) have been fulfilled; provided, that such certification as to the conditions specified in Section 5.1(a) may be qualified to the extent that the Company has delivered a Closing Notice to Investor prior to the Initial Closing in accordance with Section 4.10 and Investor has elected to proceed with the Initial Closing under Section 4.10(b)(A).

(g) Secretary’s Certificate. At the Initial Closing, the Company will deliver to Investor a certificate, dated as of the Initial Closing Date and signed by the Company’s Secretary, certifying that the resolutions of the Board of Management and Supervisory Board attached to such certificate, which approve this Agreement, the Transaction Documents to be executed and delivered under this Agreement at or prior to the Initial Closing and the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing, including the issuance of the Initial Shares, are true, correct and complete and have not been amended since the date such resolutions were passed.

(h) No Violation or Pending Claim. No Law will have been enacted or exist (that has not been repealed or otherwise rendered ineffective or inapplicable) that would prohibit the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing or the consummation of the Initial Closing. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any Governmental Entity preventing the consummation of the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing will be in effect, nor will any action have been taken by any Governmental Entity seeking any of the foregoing that remains pending. No Legal Proceeding will have been instituted or threatened

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in writing against the Company, Investor or any of its Affiliates by any shareholder of the Company with respect to the Agreement or the Transactions.

(i) No Material Adverse Effect. There will not have been, as of the Initial Closing, any Material Adverse Effect.

(j) Transaction Documents. The Company will have executed and delivered to Investor this Agreement and all other Initial Transaction Documents to which it is a party.

Section 5.2 Conditions to the Company’s Obligations at the Initial Closing. The obligations of the Company under this Agreement are subject to the fulfillment, on or prior to the Initial Closing, of the following conditions, unless otherwise waived in writing; provided, that in each case, such conditions will not apply to, nor take into account, such matters as are relevant solely to the Additional Transactions:

(a) Representations and Warranties. Each of the representations and warranties made by Investor in Schedule II will be true and correct in all material respects (except for those representations and warranties qualified by “material,” “material adverse effect” or other similar qualifiers, which will be true in all respects) as of the date of this Agreement and as of the Initial Closing Date with the same force and effect as if made as of such date (except that representations and warranties that are made as of a specified date will be true and correct as of such specified date and except that, for purposes of this Section 5.2 only, all references in such representations and warranties to the “Closing” will be deemed to be to the “Initial Closing,” all references therein to the “Transactions” will be deemed to be to the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing, all references therein to the “Shares” will be deemed to be to the “Initial Shares” and all references therein to the “Transaction Documents” will be deemed to be to the “Initial Transaction Documents”).

(b) Payment of Purchase Price. Investor will have delivered to the Company the Initial Shares Price.

(c) Performance of Obligations. Investor will have performed, complied with and satisfied all covenants, agreements, obligations and conditions in all material respects under this Agreement that are required to be performed, complied with or satisfied by it on or before the Initial Closing.

(d) Antitrust Matters. Any waiting period (and any extension thereof) under the HSR Act or any other Antitrust Law applicable to the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing will have expired or will have been terminated and no investigation or inquiry under any Antitrust Law of the transactions contemplated by this Agreement or the Transaction Documents shall be pending.

(e) Consents and Waivers. The Company and Investor will have obtained any and all approvals, consents, clearances and waivers of any Governmental Entity necessary or appropriate for consummation of the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing, including any authorizations, approvals, clearances or permits of any Governmental Entity that are required in connection with the lawful

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issuance and sale of the Initial Shares, and such approvals, consents, clearances and waivers will be in effect, and neither revoked nor expired, as of the Initial Closing.

(f) No Violation. No Law will have been enacted or exist (that has not been repealed or otherwise rendered ineffective or inapplicable) that would prohibit the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing or the consummation of the Initial Closing. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any Governmental Entity preventing the consummation of the transactions contemplated by this Agreement to be consummated at or prior to the Initial Closing will be in effect, nor will any action have been taken by any Governmental Entity seeking any of the foregoing that remains pending.

(g) Transaction Documents. Investor will have executed and delivered to the Company this Agreement and all other Transaction Documents to be executed and delivered under this Agreement at or prior to the Initial Closing to which it is a party.

ARTICLE VI

CONDITIONS TO THE COMPANY’S AND INVESTOR’S OBLIGATIONS AT THE ADDITIONAL CLOSING

Section 6.1 Conditions to Investor’s Obligations at the Additional Closing. The obligation of Investor to purchase the Additional Shares at the Additional Closing is subject to the fulfillment, on or prior to the Additional Closing Date, of the following conditions, unless otherwise waived in writing; provided, that in each case, such conditions will not apply to, nor take into account, such matters as are relevant solely to the Initial Transactions:

(a) Representations and Warranties.

(i) The Fundamental Representations made by the Company will be true and correct as of the date of this Agreement and as of the Additional Closing Date with the same force and effect as if made as of such date (except such representations and warranties that are made as of a specified date will be true and correct as of such specified date and except that, for purposes of this Section 6.1 only, all references in the Fundamental Representations to the “Closing” will be deemed to be to the “Additional Closing,” all references therein to the “Transactions” will be deemed to be to the transactions contemplated by this Agreement to be consummated at or prior to the Additional Closing, all references therein to the “Shares” will be deemed to be to the “Additional Shares” and all references therein to the “Transaction Documents” will be deemed to be to the “Additional Transaction Documents”).

(ii) The other representations and warranties made by the Company in Schedule I that are not Fundamental Representations will be true and correct in all material respects (except for those representations and warranties qualified by “material,” “material adverse effect” or other similar qualifiers, which will be true in all respects) as of the date of this Agreement and as of the Additional Closing Date with the same force and effect as if made as of such date (except that representations and warranties that are

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made as of a specified date will be true and correct as of such specified date and except that, for purposes of this Section 6.1 only, all references in such representations and warranties to the “Closing” will be deemed to be to the “Additional Closing.” all references therein to the “Transactions” will be deemed to be to the transactions contemplated by this Agreement to be consummated at or prior to the Additional Closing, all references therein to the “Shares” will be deemed to be to the “Additional Shares” and all references therein to the “Transaction Documents” will be deemed to be to the “Additional Transaction Documents”); provided, that for purposes of this Section 6.1(a)(ii) only, the term “in all material respects” shall have the meaning set forth in the definition of “material” or “material adverse effect” as defined in Annex A to this Agreement, provided that clause (i) of such definition shall instead read for such purpose only “(i) be material (as such term is understood without reference to this definition) to the Company and would require disclosure by the Company in an SEC Document or an AFM Document heretofore or hereafter by the Company or….”

(b) Performance of Obligations. The Company will have performed, complied with and satisfied in all material respects all covenants, agreements, obligations and conditions under this Agreement that are required to be performed, complied with or satisfied by it on or before the Additional Closing.

(c) Antitrust Matters. Any waiting period (and any extension thereof) under the HSR Act or any other Antitrust Law applicable to the transactions contemplated by this Agreement to be consummated at or prior to the Additional Closing will have expired or will have been terminated and no investigation or inquiry under any Antitrust Law of the transactions contemplated by this Agreement or the Transaction Documents shall be pending.

(d) Consents and Waivers. The Company and Investor will have obtained any and all approvals, consents, clearances and waivers of any Governmental Entity necessary or appropriate for consummation of the Transactions, including any authorizations, approvals, clearances or permits of any Governmental Entity that are required in connection with the lawful issuance and sale of the Additional Shares, and such approvals, consents, clearances and waivers will be in effect, and neither revoked nor expired, as of the Additional Closing.

(e) Third-Party Consents. The Company will have obtained any and all third-party consents necessary or appropriate for consummation of the Transactions

(f) Compliance Certificate. At the Additional Closing, the Company will deliver to Investor a certificate, dated as of the Additional Closing Date and signed by the Company’s Chief Executive Officer, certifying that the conditions specified in Section 6.1(a) and Section 6.1(b) have been fulfilled; provided, that such certification as to the conditions specified in Section 6.1(a) may be qualified to the extent that the Company has delivered a Closing Notice to Investor prior to the Additional Closing in accordance with Section 4.10 and Investor has elected to proceed with the Additional Closing under Section 4.10(b)(A).

(g) Secretary’s Certificate. At the Additional Closing, the Company will deliver to Investor a certificate, dated as of the Additional Closing Date and signed by the Company’s Secretary, certifying that the resolutions of the Board of Management and

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Supervisory Board approving this Agreement, the Transaction Documents and the Transactions, including the issuance of the Additional Shares, are true, correct and complete and have not been amended since the date such resolutions were passed.

(h) No Violation. No Law will have been enacted or exist (that has not been repealed or otherwise rendered ineffective or inapplicable) that would prohibit the Transactions or the consummation of the Additional Closing. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any Governmental Entity preventing the consummation of the Transactions will be in effect, nor will any action have been taken by any Governmental Entity seeking any of the foregoing that remains pending.

(i) No Material Adverse Effect. There will not have been, as of the Additional Closing, any Material Adverse Effect.

(j) Transaction Documents. The Company will have executed and delivered to Investor this Agreement and all other Transaction Documents to which it is a party.

(k) Shareholder Approval. The Resolutions will have been adopted in the EGM.

Section 6.2 Conditions to the Company’s Obligations at the Additional Closing. The obligations of the Company under this Agreement are subject to the fulfillment, to the satisfaction of the Company on or prior to the Additional Closing, of the following conditions, unless otherwise waived in writing; provided, that in each case, such conditions will not apply to, nor take into account, such matters as are relevant solely to the Initial Transactions:

(a) Representations and Warranties. Each of the other representations and warranties made by Investor in Schedule II will be true and correct in all material respects (except for those representations and warranties qualified by “material,” “material adverse effect” or other similar qualifiers, which will be true in all respects) as of the date of this Agreement and as of the Additional Closing Date with the same force and effect as if made as of such date (except that representations and warranties that are made as of a specified date will be true and correct as of such specified date and except that, for purposes of this Section 6.2 only, all references in the such representations and warranties to the “Closing” will be deemed to be to the “Additional Closing,” all references therein to the “Transactions” will be deemed to be to the transactions contemplated by this Agreement to be consummated at or prior to the Additional Closing, all references therein to the “Shares” will be deemed to be to the “Additional Shares” and all references therein to the “Transaction Documents” will be deemed to be to the “Additional Transaction Documents”).

(b) Payment of Purchase Price. Investor will have delivered to the Company the Additional Shares Price.

(c) Performance of Obligations. Investor will have performed, complied with and satisfied all covenants, agreements, obligations and conditions in all material respects under this Agreement that are required to be performed, complied with or satisfied by it on or before the Additional Closing.

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(d) Antitrust Matters. Any waiting period (and any extension thereof) under the HSR Act or any other Antitrust Law applicable to the Transactions will have expired or will have been terminated and no investigation or inquiry under any Antitrust Law of the transactions contemplated by this Agreement or the Transaction Documents shall be pending.

(e) Consents and Waivers. The Company and Investor will have obtained any and all approvals, consents, clearances and waivers of any Governmental Entity necessary or appropriate for consummation of the Transactions, including any authorizations, approvals, clearances or permits of any Governmental Entity that are required in connection with the lawful issuance and sale of the Additional Shares, and such approvals, consents, clearances and waivers will be in effect, and neither revoked nor expired, as of the Additional Closing.

(f) No Violation. No Law will have been enacted or exist that would prohibit the Transactions or the consummation of the Additional Closing. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any Governmental Entity preventing the consummation of the Transactions will be in effect, nor will any action have been taken by any Governmental Entity seeking any of the foregoing that remains pending.

(g) Transaction Documents. Investor will have executed and delivered to the Company this Agreement and all other Transaction Documents to be executed and delivered under this Agreement at or prior to the Additional Closing to which it is a party.

(h) Shareholder Approval. The Resolutions (1)(a) and (b) and (2)(a) through (e) will have been adopted in the EGM.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Survival of Representations. The Post-Closing Covenants will survive the Closing Dates in accordance with their terms. The representations and warranties of the Company contained in this Agreement will survive and continue until the date that is the later of (a) twelve (12) months after the Additional Closing Date (or if this Agreement is terminated prior to the Additional Closing pursuant to Section 8.2, twelve (12) months after the Initial Closing) and (b) sixty (60) days following the date upon which the Company files its Annual Report on Form 20-F, including audited consolidated financial statements, for its year ended December 31, 2013 with the SEC (the “General Expiration Date”), except that (i) IP Representations will survive and continue until the date that is thirty-six (36) months from the Additional Closing Date (or if this Agreement is terminated prior to the Additional Closing pursuant to Section 8.2, the Initial Closing Date) (the “IP Expiration Date”), (ii) Fundamental Representations and any claim of fraud or intentional misrepresentation with respect to this Agreement will survive indefinitely and (iii) if, in accordance with this Article VII, (A) any claims for indemnification under this Article VII (each such claim, an “Indemnification Claim”) arising from any failure of the representations and warranties to be true and correct or any breach of any representations and warranties other than IP Representations or Fundamental Representations are asserted prior to the General Expiration Date, (B) any Indemnification Claims arising from any failure of the representations and warranties to be true and correct or

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any breach of any IP Representations are asserted prior to the IP Expiration Date or (C) any Indemnification Claims arising from any failure of the representations and warranties to be true and correct or any breach of any Fundamental Representations or from any breach of any Post-Closing Covenant or any claims of fraud or intentional misrepresentation are asserted at any time after the date hereof (but in the case of any Post-Closing Covenant, prior to the expiration, if any, of such Post-Closing Covenant in accordance with its terms), such Indemnification Claims will continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding on the Company and Investor in accordance with this Article VII.

Section 7.2 Indemnification.

(a) Subject to the provisions of this Article VII, and subject to Section 4.10(b), the Company will indemnify and hold harmless Investor and each of its Affiliates and Representatives (collectively, the “Indemnitees”) from any and all Losses that any Indemnitee may suffer or incur as a result of or relating to (i) any failure of the representations and warranties made by the Company in this Agreement to be true and correct, (ii) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, (iii) any failure of any certificate delivered pursuant to Section 5.1(f) or Section 6.1(f) of this Agreement to be true and correct or (iv) any Legal Proceeding, claim or allegation (including by any shareholder or shareholders of the Company) alleging any facts which, if proven to be true, would constitute a failure of any Fundamental Representation to be true and correct or any breach of any Fundamental Representation.

(b) If Investor becomes aware of a third-party Legal Proceeding against any Indemnitee that Investor believes, in good faith, may result in an Indemnification Claim, Investor will promptly notify the Company of such Legal Proceeding, provided that any failure to provide such notice shall not relieve the Company from its obligations under this Article VII except to the extent that the Company is materially prejudiced thereby. Investor will conduct the defense of such Legal Proceeding and will, to the extent reasonably requested by the Company from time to time, give updates as to the status of such Legal Proceeding, and the Company will be entitled to participate in any such defense at its sole cost and expense and will provide reasonable assistance to the Indemnitee in the defense of the Legal Proceeding. Investor may agree to any settlement or compromise of any such Legal Proceeding in its sole discretion, so long as such settlement or compromise (i) does not obligate the Company to take or refrain from taking any action and (ii) provides for a complete release of the Company by such third party. In all other events, Investor will seek the consent of the Company in connection with Investor’s agreement to any settlement or compromise of any such Legal Proceeding, which consent will not be unreasonably withheld or delayed by the Company.

Section 7.3 Limitations.

(a) Notwithstanding anything to the contrary in this Agreement, the Company’s liability for any Indemnification Claim based on any failure of any representations or warranties to be true and correct or any breach of any representations or warranties of the Company (other than Fundamental Representations) will not exceed thirty percent (30%) of the sum of the Aggregate Investor Commitment. The Company’s liability for any Indemnification

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Claim based on the Fundamental Representations (including any indemnity under Section 7.2(a)(iii)), fraud or intentional misrepresentation or any breach of the Company’s covenants or agreements in this Agreement is not limited.

(b) Except as otherwise provided herein or in the case of fraud or willful misconduct, Investor acknowledges and agrees that, in the event that the Initial Closing and/or the Additional Closing occurs, the remedies provided for in this Article VII shall be Investor’s sole and exclusive remedies for monetary damages for any failure of the representations and warranties to be true and correct or any breach of the representations and warranties contained in this Agreement.

Section 7.4 No Effect.

(a) Except as provided in Section 4.10(b), an Indemnitee’s right to indemnification under this Article VII based on any failure of the representations and warranties to be true and correct or any breach of any representation or warranty, including any Fundamental Representation, will not be diminished or otherwise affected in any way as a result of such Indemnitee’s knowledge of such breach or such failure to be true and correct, regardless of whether such knowledge exists as a result of the Indemnitee’s investigation or as a result of disclosure by the Company or any of its Subsidiaries.

(b) Except as provided in Section 4.10(b)(A), the waiver of any condition to a Closing based upon the truth and correctness of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representations and warranties (including Fundamental Representations), covenants and agreements.

ARTICLE VIII

TERMINATION

Section 8.1 Termination Prior to Initial Closing. At any time prior to the Initial Closing, this Agreement may be terminated by written notice:

(a) by either Investor or the Company, if the Initial Closing has not occurred by April 15, 2013 or such other date that Investor and the Company may agree upon in writing (the “Termination Date”); provided, however, that (i) the right to terminate this Agreement under this Section 8.1(a) will not be available to the Company if a breach of this Agreement by the Company has resulted in the failure of the Initial Closing to occur on or before the Termination Date and (ii) the right to terminate this Agreement under this Section 8.1(a) will not be available to Investor if a breach of this Agreement by Investor has resulted in the failure of the Initial Closing to occur on or before the Termination Date;

(b) by either Investor or the Company, if any court of competent jurisdiction or other Governmental Entity will have issued a final order, decree, or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Initial Closing and such order, decree, ruling or other action is or will have become final and nonappealable;

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(c) by Investor, if (i) the Company will have breached any representation, warranty, covenant or agreement contained herein such that the conditions to the Initial Closing in Section 5.1 would not be then met and such breach will not have been cured within ten (10) days after receipt by the Company of written notice of such breach (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and if not cured within such ten (10)-day period and at or prior to the Initial Closing, such breach would result in the failure of any of the conditions set forth in Section 5.1 to be satisfied, or (ii) any representation and warranty of the Company under this Agreement would not be true and correct, such that the conditions to the Initial Closing set forth in Section 5.1 would not be met on the date that the Specified Initial Closing Conditions are met and failure will not have been cured within ten (10) days after receipt by the Company of written notice of such failure (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and if not cured within such ten (10)-day period and at or prior to the Initial Closing, such breach would result in the failure of any of the conditions set forth in Section 5.1 to be satisfied; or (iii) the Company has delivered a Closing Notice;

(d) by the Company, if Investor will have breached any representation, warranty, covenant or agreement contained herein such that the conditions to the Initial Closing set forth in Section 5.2 would not be met and such breach will not have been cured within ten (10) days after receipt by Investor of written notice of such breach (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and if not cured within such ten (10)-day period and at or prior to the Initial Closing, such breach would result in the failure of any of the conditions set forth in Section 5.2 to be satisfied;

(e) by Investor, if between the date of this Agreement and the Initial Closing, there will have occurred or exist any Material Adverse Effect; or

(f) by Investor, if between the date of this Agreement and the Initial Closing, there will have occurred or exist any Extraordinary Corporate Event.

Section 8.2 Termination Prior to Additional Closing. At any time following the Initial Closing and prior to the Additional Closing, this Agreement may be terminated by written notice:

(a) by either Investor or the Company, if the Additional Closing has not occurred by the Termination Date; provided, however, that (i) the right to terminate this Agreement under this Section 8.2(a) will not be available to the Company if a breach of this Agreement by the Company has resulted in the failure of the Additional Closing to occur on or before the Termination Date and (ii) the right to terminate this Agreement under this Section 8.2(a) will not be available to Investor if a breach of this Agreement by Investor has resulted in the failure of the Additional Closing to occur on or before the Termination Date;

(b) by either Investor or the Company, if (i) any court of competent jurisdiction or other Governmental Entity will have issued a final order, decree, or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Additional Closing and such order, decree, ruling or other action is or will have become final and nonappealable or (ii) the Resolutions are not approved at the EGM; provided, however, that the

23

right to terminate this Agreement under clause (ii) will not be available to the Company if such failure of the Resolutions to be approved at the EGM results from a violation of the Company’s covenants and agreements in this Agreement;

(c) by Investor, if (i) the Company will have breached any representation, warranty, covenant or agreement contained herein such that the conditions to Additional Closing in Section 6.1 would not be then met and such breach will not have been cured within ten (10) days after receipt by the Company of written notice of such breach (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and if not cured within such ten (10)-day period and at or prior to the Additional Closing, such breach would result in the failure of any of the conditions set forth in Section 6.1 to be satisfied, or (ii) any representation and warranty of the Company under this Agreement would not be true and correct, such that the conditions to the Additional Closing set forth in Section 6.1 would not be met on the date that the Specified Additional Closing Conditions are met and failure will not have been cured within ten (10) days after receipt by the Company of written notice of such failure (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and if not cured within such ten (10)-day period and at or prior to the Additional Closing, such breach would result in the failure of any of the conditions set forth in Section 6.1 to be satisfied; or (iii) the Company has delivered a Closing Notice (other than a Closing Notice provided prior to the Initial Closing (if the Initial Closing has at that time already occurred) and which was the subject of an election by Investor to consummate the Initial Closing pursuant to Section 4.10(b)(A));

(d) by the Company, if Investor will have breached any representation, warranty, covenant or agreement contained herein such that the conditions to the Additional Closing set forth in Section 6.2 would not be met and such breach will not have been cured within ten (10) days after receipt by Investor of written notice of such breach (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and if not cured within such ten (10)-day period and at or prior to the Additional Closing, such breach would result in the failure of any of the conditions set forth in Section 6.2 to be satisfied; or

(e) by Investor, if between the Initial Closing and the Additional Closing, there will have occurred or exist any Material Adverse Effect; or

(f) by Investor, if between the Initial Closing and the Additional Closing, there will have occurred or exist any Extraordinary Corporate Event.

Section 8.3 Effect of Termination; Survival.

(a) Except as provided in this Section 8.3, this Agreement will forthwith become void and there will be no liability or obligation on the part of Investor, the Company or their respective officers, directors, shareholders, Affiliates or Representatives in the event of termination of this Agreement as provided in Section 8.1 or Section 8.2; provided, however, that (a) in the event of termination of this Agreement under Section 8.1, the provisions of this Section 8.3, Section 4.9 (Confidentiality), Section 4.10 (Notice of Certain Events), Article VII (Indemnification) and Article IX (Miscellaneous) will remain in full force and effect and survive

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any termination of this Agreement and (b) in the event of termination of this Agreement under Section 8.2, the provisions of this Section 8.3, Article II (Representations and Warranties of the Company) (other than the representations and warranties regarding the Additional Closing and the Additional Shares), Article III (Representations and Warranties of Investor), Section 4.1 (Other Investor Offers), Section 4.2 (Use of Proceeds), Section 4.3 (Admission to Listing and Trading; Prospectus), Section 4.8 (Reasonable Efforts), Section 4.9 (Confidentiality), Section 4.10 (Notice of Certain Events), and Section 4.11( Further Actions), Article VII (Indemnification) and Article IX (Miscellaneous) will remain in full force and effect and survive any termination of this Agreement and (b) nothing herein will relieve any Party from liability in connection with any breach of such Party’s representations, warranties, covenants or agreements contained herein. For the avoidance of doubt, if Investor terminates this Agreement pursuant to Section 8.1(c)(iii) or Section 8.2(c)(iii), Investor’s right to indemnification shall be subject to Section 4.10(b).

(b) In the event Investor terminates this Agreement pursuant to Section 8.1(e) prior to the Initial Closing or Section 8.2(e) prior to the Additional Closing, Investor will pay to the Company the Termination Expense Payment within ten (10) Business Days of such notice of termination by Investor.

(c) In the event Investor terminates this Agreement pursuant to Section 8.1(f) prior to the Initial Closing or Section 8.2(f) prior to the Additional Closing, the Company will pay Investor the Termination Fee within ten (10) Business Days of such notice of termination by Investor.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Notices. All notices and other communications hereunder will be in writing and will be deemed duly given or delivered (a) on the date of delivery if delivered personally, (b) upon electronic confirmation of receipt by facsimile if by facsimile, but if not transmitted on a Business Day, the first Business Day following transmission; provided, that a copy of such notice or other communication is promptly mailed by registered or certified mail, return receipt requested, postage prepaid, following the transmission of such facsimile, (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a nationally recognized next-day courier (or in the case of any recipients sending or receiving notices outside of the United States, then on the second Business Day following the date of dispatch), (d) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid or (e) on the date of transmission if by e-mail, but if not transmitted on a Business Day, the first Business Day following transmission; provided, that a copy of such notice or other communication is promptly confirmed following the transmission of such e-mail. All notices hereunder will be delivered to the addresses set forth below (or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner described herein):

(a) If to Investor:

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Intel Corporation

2200 Mission College Boulevard

Santa Clara, California 95054

USA

Attn: Intel Capital, General Counsel

Fax: +1 (408) 653-9098

Email: marty.m.linne@intel.com

with a copy to

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road

Palo Alto, California 94304

USA

Attn: Russell C. Hansen

Fax: +1 650-849-5083

Email: RHansen@gibsondunn.com

and

NautaDutilh N.V.

Strawinskylaan 1999

1077 XV Amsterdam

The Netherlands

Attn: Gaike Dalenoord

Fax: +31 20 71 71 327

Email: Gaike.Dalenoord@nautadutilh.com

(b) If to the Company:

ASML Netherlands B.V.

De Run 6501, 5504 DR Veldhoven

PO Box 324, 5500 AH Veldhoven

The Netherlands

Attn: General Counsel

Fax: + 31 40 268 4888

Email: robert.roelofs@asml.com

with a copy to

De Brauw Blackstone Westbroek N.V.

Claude Debussylaan 80

1070 AB Amsterdam

The Netherlands

Attn: Martin van Olffen

Fax: +31 20 577 1775

Email: martin.vanolffen@debrauw.com

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Section 9.2 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the Parties and their successors and assigns, any rights or remedies under or by reason of this Agreement.

Section 9.3 Entire Agreement. This Agreement and the other Transaction Documents constitute the entire understanding and agreement between the Parties with regard to the subjects hereof and thereof, and supersede any and all prior understandings and agreements, whether oral or written, between or among the Parties with respect to the specific subject matter hereof; provided, however, that nothing in this Agreement will be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the Company and Investor prior to or on the date hereof, which agreements will continue in full force and effect until terminated in accordance with their respective terms. Without limiting the foregoing, the Parties agree that any “standstill” agreement (other than as provided in the Shareholder Agreement) between the Parties will terminate upon the Initial Closing Date if not previously terminated or expired by its terms.

Section 9.4 Assignment; Successors. This Agreement may not be assigned by operation of Law or otherwise; provided, however, that Investor may assign any or all of its rights and obligations under this Agreement to any direct or indirect wholly-owned Subsidiary of Investor (an “Investor Designee”), and references to Investor herein shall refer to such Investor Designee, but no such assignment will relieve Investor of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment of this Agreement in contravention of this Section 9.4 will be null and void and of no force or effect. Subject to the preceding sentences of this Section 9.4, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Section 9.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transaction contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually acceptable manner, in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

Section 9.6 Amendments and Modifications. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by a duly authorized officer of each of the Parties.

Section 9.7 Interpretation; References.Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in Annex A to this Agreement. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. All references in this Agreement to Sections, Annexes, Exhibits and Schedules are references to Sections, Annexes, Exhibits and Schedules, respectively, in and to this Agreement, unless otherwise specified. All

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words used in this Agreement will be construed to be of such gender or number as the circumstances require. The words “hereby”, “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” will, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular section, clause or paragraph hereof. Reference to writing or similar expressions includes transmission by facsimile or electronic means. Unless otherwise expressly stated, all amounts and payments under this Agreement will mean and be made in Euro (€). The words “include” or “including” mean “include, without limitation” or “including, without limitation,” as the case may be, and the language following “include” or “including” will not be deemed to set forth an exhaustive list. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein will have the meaning as defined in this Agreement. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein.

Section 9.8 No Presumption Against Drafting Party. The Parties agree that they have been represented by counsel during the negotiation, drafting and execution of this Agreement. Therefore, the Parties hereby waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document, and if any issue arises at any time as to the meaning, intent or interpretation of any provision of this Agreement, no presumption or burden of proof will arise in favor of or against any Party solely as a result of the authorship of any provision of this Agreement.

Section 9.9 Civil Law Notary. With reference to the Rules of Professional Conduct (Verordening beroeps en gedragsregels) of the Royal Dutch Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie), all Parties expressly agree that (a) De Brauw Blackstone Westbroek N.V. acts as counsel to the Company in connection with, or acts as counsel for or on behalf of the Company in the event of any dispute relating to, this Agreement and any of the other Transaction Documents and (b) the Civil Law Notary executes any of the Transaction Documents or associated deeds even though he works at De Brauw Blackstone Westbroek N.V. as civil law notary.

Section 9.10 No Rescission. The Parties waive their rights, if any, to in whole or in part annul, rescind or dissolve this Agreement, except any such right that may exist as a result of a breach of a Fundamental Representation; provided, however, that nothing in this Section 9.10 will affect any right of Investor to indemnification for any breach of a Fundamental Representation pursuant to Article VII.

Section 9.11 Specific Performance. The Parties agree (a) that the Shares are a unique asset, that any breach of this Agreement by a Party or any of its Affiliates would cause substantial and irreparable injury to the other Party and that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement, (b) that, in addition to all other remedies available at Law or equity, such other Party will be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threatened breach, without proof of actual damages, and (c) to waive any requirement for the securing or posting of any bond in connection with such remedy.

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Section 9.12 Remedies Cumulative. In the event of a breach of this Agreement by any of the Parties, the other Party will be entitled to claim for damages (subject to Section 7.3) and/or specific performance. Except as otherwise limited by this Agreement, the rights and remedies of the Parties hereunder are independent, cumulative and in addition, and without prejudice, to any rights or remedies which they would otherwise have hereunder.

Section 9.13 Waivers.

(a) No failure or delay of a Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Any waiver on the part of any Party will be valid only if set forth in a written instrument executed and delivered by such Party.

(b) Notwithstanding anything to the contrary in this Agreement, no Party shall, in any event, be liable to any other Party for any punitive damages of such other Party other than those sought or recovered by a third party from such other Party.

Section 9.14 Governing Law. This Agreement will be interpreted, construed and governed by and any disputes, claims, controversies or other Legal Proceedings arising out of, in connection with or relating to this Agreement, including any question regarding its formation, existence, validity, enforceability, performance, interpretation or termination, shall be resolved in accordance with the laws of the state of New York without regard to its conflicts of laws rules (other than Section 5-1401 of the General Obligations Law of the State of New York).

Section 9.15 Dispute Resolution; Jurisdiction; Jury Trial Waiver.

(a) Any disputes, claims, controversies or other Legal Proceedings arising out of, in connection with or relating to this Agreement, including any question regarding its formation, existence, validity, enforceability, performance, interpretation or the transactions contemplated by this Agreement shall be brought in any state or federal court sitting in the State of New York, County of New York, including the federal district court for the Southern District of New York. Each of the Parties (a) consents to submit itself to the exclusive personal jurisdiction of any state or federal court sitting in the State of New York, County of New York, including the federal district court for the Southern District of New York, in any Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such Legal Proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) agrees not to bring any Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any Legal Proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.1. Nothing in this Section 9.15, however, shall affect the right of any Party to serve legal

29

process in any other manner permitted by Law. Each of the Parties irrevocably waives any and all right to trial by jury in any Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement. The Parties acknowledge that they have consulted with legal counsel regarding this Section 9.15 and that they have freely and voluntarily entered into it.

(b) For the avoidance of doubt, nothing in this Section 9.15 will limit the ability of either Party to intervene or participate in any way in any Legal Proceeding initiated by third parties relating to this Agreement or the transactions contemplated hereby that may be brought in a court or other legal forum. Any such intervention or participation shall not constitute a waiver of the Party’s rights under this Section 9.15.

Section 9.16 Fees and Expenses. Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement, the other Transaction Documents and the Transactions will be paid by the Party incurring such fees or expenses, whether or not such Transactions are consummated. In the event of termination of this Agreement, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by any other Party.

Section 9.17 Attorneys’ Fees. Notwithstanding the foregoing, in the event that any Legal Proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing Party will recover all of such Party’s costs and attorneys’ fees incurred in each such Legal Proceeding, including any and all appeals or petitions therefrom.

Section 9.18 Language. The language of this Agreement is English, which is to be the official language of this Agreement’s text and interpretation, and all notices to be given in connection with this Agreement must be in English. All demands, requests, statements, certificates or other documents or communications to be provided in connection with this Agreement must be in English or accompanied by a certified English translation, in which case the English translation prevails unless the document or communication is a statutory or other official document or communication.

Section 9.19 Further Assurances. Each party shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as any other party hereto may from time to time reasonably require, whether at or after the Initial Closing or the Additional Closing or otherwise, for the purpose of giving to such other party the full benefit of all of the provisions of this Agreement.

Section 9.20 Counterparts; Electronic Signature. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original but all of which will constitute one and the same agreement. Delivery of a counterpart of this Agreement by e-mail attachment or fax shall be an effective mode of delivery.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year herein above first written:

Intel Corporation	ASML Holding N.V.
/s/ Brian M. Krzanich	/s/ Eric Meurice
Brian M. Krzanich	Eric Meurice
Senior Vice President, Chief Operating Officer	Chief Executive Officer, Chairman of Management Board
	/s/ Peter Wennink
	Peter Wennink
	Chief Financial Officer, Member of the Management Board

ANNEX A

CERTAIN DEFINITIONS

For the purposes of this Agreement, the following capitalized terms will have the meanings set forth below (which will apply equally to both the singular and plural forms of such terms):

“Additional Closing” has the meaning set forth in Section 1.2(b).

“Additional Closing Date” has the meaning set forth in Section 1.2(b).

“Additional Shares” means that number of Ordinary Shares equal to (a) fifteen percent (15%) of the Pre-Closing Reference Shares minus (b) the Initial Shares validly issued to the Stichting by way of administration (ten titel van beheer)

“Additional Shares Price” has the meaning set forth in Section 1.1(b).

“Additional Transaction Documents” means the Deeds of Issue for the issuance of the Additional Shares, and each of the other agreements, certificates, documents and instruments contemplated hereby for the Additional Closing and thereby, including all Annexes, Exhibits and Schedules thereto.

“Additional Transactions” means the issuance of the Additional Shares, the payment therefore, all other transactions contemplated by the Transaction Documents to be consummated in connection with the sale and issuance of the Additional Shares at or prior to the Additional Closing, and the Synthetic Buyback.

“Affiliate” means, with respect to any Person, any corporation, partnership, or other business or legal entity that, directly or indirectly, controls, is controlled by, or is under common control with such Person. The term “control” means, for purposes of this definition, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or by Contract. Control will be presumed if one entity owns, either of record or beneficially, fifty percent (50%) or more of the capital stock or share capital entitled to vote for the election of directors of the entity or fifty percent (50%) or more of equity or voting interest of the entity.

“AFM” has the meaning set forth in Section 4.3(a).

“AFM Documents” mean all reports, schedules, forms, notifications, filings, prospectuses and other documents (all of the foregoing and all exhibits included therein and any financial statements, financial information and documents included or incorporated by reference therein) filed with or furnished to (as applicable) the AFM by the Company, or otherwise publicly disclosed by the Company, under Applicable Laws of the Netherlands.

“Aggregate Investor Commitment” means the sum of (i) the total amount of Partner Funding (as such term is defined in the NRE Funding Agreements) paid by Investor or which

A-1

Investor is obligated to pay under the NRE Funding Agreement, (ii) the Initial Shares Price and (iii) if the Additional Closing has occurred, the Additional Shares Price.

“Agreement” has the meaning set forth in the Preamble.

“Amsterdam Shares” means the registered Ordinary Shares of the Company issued through the Amsterdam register.

“Antitrust Division” has the meaning set forth in Section 4.8(b).

“Antitrust Laws” means any antitrust, competition, trade regulation or merger control Law.

“Applicable Law” means, with respect to any Person, any Law existing as of the date hereof or as of the Closing applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents.

“Applicable Lookback Period” means (i) with respect to the Initial Closing, the five (5) consecutive trading days immediately preceding the date upon which all of the Specified Initial Closing Conditions have been satisfied or (ii) with respect to an Additional Closing, the period of five (5) consecutive trading days immediately preceding the date upon which all of the Specified Additional Closing Conditions have been satisfied.

“Articles of Association” means the Articles of Association of the Company.

“Articles Amendment” means the Amendment to the articles of association in the form attached as Exhibit E to this Agreement.

“Audited Financial Statements” has the meaning set forth in Section 1.6(a) of Schedule I.

“Board of Management” means the Board of Management of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York or Amsterdam, The Netherlands.

“Buyback Program” means the Company’s repurchase of Ordinary Shares, the grant of authority for which was announced by the Company in its press release, dated April 25, 2012 and as further disclosed in its SEC Documents.

“Change of Control” means any transaction or series of transactions (whether structured as a stock purchase, merger, consolidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, sale of equity interests or other similar transaction or otherwise) that results directly or indirectly, in the shareholders of the Person immediately prior to such transaction or transactions ceasing to be entitled to exercise at least fifty per cent (50%) of the voting power of the shareholders of the Person as of result of such transaction or series of transactions.

A-2

“Civil Law Notary” means any civil law notary (notaris) of De Brauw Blackstone Westbroek N.V.

“Class M Shares” means the Class M ordinary shares of the Company issuable on the terms set forth in the Articles Amendment.

“Closing” means each of the Initial Closing and the Additional Closing, as applicable.

“Closing Notice” has the meaning set forth in Section 4.10(a).

“Commercial Agreement” means the Commercial Agreement entered into by the Parties or their Affiliates simultaneously herewith, to be effective upon the Initial Closing.

“Company” has the meaning set forth in the Preamble.

“Company Contract” means a Contract to which the Company or any of its Subsidiaries is a party or to which it or its respective assets are bound.

“Company Organizational Documents” means the currently effective articles of association, board rules, governance policies and codes of conduct of the Company.

“Company Plans” has the meaning set forth in Section 4.7(a)(i).

“Contract” means any contract, agreement, instrument, option, lease, license, sales and purchase order, warranty, note, bond, mortgage, indenture, obligation, commitment, binding application, arrangement or understanding, whether written or oral, express or implied, in each case as amended and supplemented from time to time.

“Damages” means any losses, liabilities, obligations, claims, contingencies, diminution in value of Indemnitee’s rights or property (including the Shares), impairment of rights to enjoy or realize appreciation in value of Indemnitee’s rights or property (including the Shares), direct or indirect damages, consequential or incidental damages, costs and expenses (including Taxes), including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation and defense thereof.

“Deeds of Issue” means the deeds of issue for the Initial Shares and the Additional Shares, substantially in the form attached hereto as Exhibit A.

“Depositary Receipts” means the depositary receipts issued by the Stichting to Investor (or its Investor Designee) corresponding with any Ordinary Shares held by the Stichting by way of administration (ten titel van beheer)

“EGM” has the meaning set forth in Section 4.5(a).

“EGM Materials” has the meaning set forth in Section 4.5(a).

“Encumbrance” means any charge, claim, limitation, condition, equitable interest, attachment, usufruct, mortgage, lien, option (including any right to acquire, right of preemption

A-3

or conversion), pledge, hypothecation, security interest, title retention, easement, encroachment, right of first refusal or negotiation, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership, or any agreement to create any of the foregoing; provided, however, that the term “Encumbrance” will not include (i) statutory liens for Taxes that are not yet delinquent and (ii) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies.

“Environmental Laws” mean any and all Laws, whether civil, criminal or administrative, applicable to the Company and/or conduct of the Company’s business and which have as a purpose or effect the protection or the provision of remedies in respect of the environment including: European Community or European Union regulations, directives, decisions and recommendations; statutes and subordinate legislation; regulations, orders and ordinances; permits; codes or practice, circulars, guidance notes and the like having a binding legal effect; and judgments, notices, orders, directions, instructions or awards of any competent authority, in each case having a binding legal effect.

“Escrow Account” has the meaning set forth in Section 1.2(b).

“Escrow Agreement” has the meaning set forth in Section 1.2(b).

“Escrow Holder” has the meaning set forth in Section 1.2(b).

“Euro” means the lawful single European currency introduced on January 1, 1999 at the third stage of the European economic and monetary union.

“Euronext Amsterdam” means the stock exchange of Euronext Amsterdam by NYSE Euronext, the regulated market of Euronext Amsterdam N.V.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extraordinary Corporate Event” means any announcement or occurrence of and/or entry into a definitive agreement relating to, or any recommendation of the Supervisory Board and Board of Management for acceptance of an offer for or adoption of a resolution for any of the following (or any adverse change or withdrawal of the recommendation of the Supervisory Board and/or Board of Management to the shareholders of the Company to adopt the Resolutions in connection with any of the following), except with the prior written consent of Investor:

(i) any Change of Control of the Company;

(ii) the transfer, divestment or disposal (including by license or lease) of any business, assets or rights of the Company or its Subsidiaries representing in value at least 25% of the assets of the Company and its Subsidiaries taken as a whole or assets that generate 25% or more of the consolidated revenues of the Company and its Subsidiaries, each as determined in accordance with the most recent consolidated financial statements of the Company included in the SEC Reports filed with the SEC);

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(iii) any of the matters set out in Section 2.3.3 of the Shareholder Agreement; or

(iv) the assignment or exclusive license of a significant portion of the Company’s Intellectual Property to any Person other than a Subsidiary.

“FTC” has the meaning set forth in Section 4.8(b).

“Fundamental Representations” means the representations and warranties set forth in Section 1.1 of Schedule I (Organization and Qualification), Section 1.2 of Schedule I (Capitalization; Shares), Section 1.3 of Schedule I (Authority), Section 1.4 of Schedule I (No Conflict; Required Consents and Approvals), Section 1.5 (Valid Issuance of the Shares), and Section 1.19 of Schedule I (Brokers).

“furnished to” means, with respect to the Company’s submissions to the SEC, as applicable, furnished pursuant to applicable securities Laws and publicly available on the EDGAR link at www.sec.gov, and with respect to the Company’s submissions to the AFM, provided and publicly available at the “professionals/registers” section on the AFM website at www.afm.nl.

“General Expiration Date” has the meaning set forth in Section 7.1.

“Governmental Entity” means any federal, national, supranational, state, provincial, local or similar government, governmental, regulatory, administrative or quasi-governmental authority, branch, office agency, commission or other body, or any court, tribunal, or arbitral or judicial body (including any grand jury) in any jurisdiction.

“Hazardous Material” means any natural or artificial substance (whether solid, liquid or gas and whether alone or in combination with any other substance or radiation), capable of causing harm to any human or other living organism or the environment including any flammable explosives, petroleum products, petroleum by-products, radioactive materials, biological agents, hazardous wastes, hazardous substances and toxic substances.

“Health and Safety Laws” means any and all Laws, whether civil, criminal or administrative, applicable to the Company and/or the Company’s business concerning health and safety matters and all and any regulations or orders made or issued under any such legislation and any relevant codes of practice, guidance notes and the like issued by government agencies, in each case having a binding legal effect.

“HSR Act” has the meaning set forth in Section 1.4(b) of Schedule I.

“IFRS” has the meaning set forth in Section 1.6(a) of Schedule I.

“Indemnification Claims” has the meaning set forth in Section 7.1.

“Indemnitees” has the meaning set forth in Section 7.2(a).

“Initial Closing” has the meaning set forth in Section 1.2(a).

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“Initial Closing Date” has the meaning set forth in Section 1.2(a).

“Initial Shares” has the meaning set forth in Section 1.1(a).

“Initial Shares Price” has the meaning set forth in Section 1.1(a).

“Initial Transaction Documents” means this Agreement, Deed(s) of Issue for the issuance of the Initial Shares, the Stichting Documentation, the Investor Rights Agreement, the Shareholder Agreement, the Commercial Agreement, the NRE Funding Agreements and each of the other agreements, certificates, documents and instruments contemplated hereby for the Initial Closing and thereby, including all Annexes, Exhibits and Schedules hereto and thereto.

“Initial Transactions” means the issuance of the Initial Shares, the payment therefore and all other transactions contemplated by the Transaction Documents to be consummated in connection with the sale and issuance of the Initial Shares at or prior to the Initial Closing.

“Intellectual Property” means all intellectual property rights arising from or associated with the following, whether protected, created or arising under the Laws of the United States or any other jurisdiction: (i) trade names, trademarks and service marks (registered and unregistered), domain names and other Internet addresses or identifiers, trade dress and similar rights, and applications (including intent-to-use applications) to register any of the foregoing (collectively, “Marks”); (ii) patents and utility models and applications with respect to the foregoing (collectively, “Patents”); (iii) copyrights (registered and unregistered) and applications for registration of copyrights (collectively, “Copyrights”); (iv) know-how, inventions, methods, processes, technical data, specifications, research and development information, technology, product roadmaps, customer lists and any other information, in each case to the extent any of the foregoing derives economic value (actual or potential) from not being generally known to other Persons who can obtain economic value from its disclosure or use, excluding any Copyrights or Patents that may cover or protect any of the foregoing (collectively, “Trade Secrets”); and (v) moral rights, publicity rights, data base rights and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights or Trade Secrets, including all software, documentation and other tangible embodiments of any of the foregoing.

“Investor” has the meaning set forth in the Preamble.

“Investor Designee” has the meaning set forth in Section 9.4.

“Investor Rights Agreement” means the Investor Rights Agreement, substantially in the form attached hereto as Exhibit B.

“IP Expiration Date” has the meaning set forth in Section 7.1.

“IP Representations” means the representations and warranties set forth in Section 1.8 (Intellectual Property) of Schedule I.

“Issued” or “in Issuance”, when used with reference to the Ordinary Shares, means all Ordinary Shares issued including all shares held by the Company (treasury shares).

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“Issue Price” has the meaning set forth in Section 1.1(a).

“Knowledge of the Company” or any similar phrase means, with respect to any fact or matter, the knowledge, after due and diligent inquiry, of (i) the members of the Supervisory Board and Board of Management and (ii) the employees of the Company set forth on Schedule III.

“Law” means any statute, law, treaty, ordinance, regulation, directive, rule, code, executive or other order, injunction, judgment, decree, writ or other requirement, including any successor provisions thereof, of any Governmental Entity.

“Legal Proceeding” means any claim, action, cause of action, suit, demand, inquiry, proceeding, litigation, prosecution, audit or investigation by or before any Governmental Entity, or arbitration, mediation or similar proceeding.

“Losses” means the amount of Damages (the “Basic Amount”) plus (i) the amount (the “Tax Amount”) of Taxes, if any, incurred by Indemnitee as determined by Indemnitee in good faith by reason of the receipt of or right to receive the Basic Amount, the Tax Amount and any Ownership Amount, net of benefits, if any, actually realized in the form of a refund or reduction in Tax otherwise actually payable by Indemnitee during the Inclusion Period (after reducing such benefits by Taxes resulting from such refund or reduction, whether or not incurred during the Inclusion Period) and resulting from the accrual or payment of damages giving rise to such Basic Amount or the payment of such Taxes and (ii) if in connection with any Indemnification Claim involving a Fundamental Representation (and without limitation of any right of Indemnitee, in any Indemnification Claim that does not involve a Fundamental Representation, to any additional increment to its Damages by the effect of any indemnity payment on the value of its ownership interest in the Company) an amount equal to the product of (A) a fraction equal to the number of outstanding Ordinary Shares of the Company at the time the Indemnification Claim is made, divided by the number of such shares owned by Persons other than Investor and its Affiliates at such time, multiplied by such Basic Amount and Tax Amount (the “Ownership Amount”). For purposes of this definition, the “Inclusion Period” with respect to any Basic Amount is the taxable year of Indemnitee during which the related Tax Amount is paid or any prior taxable year.

“material” or “material adverse effect” means, for purposes of the representations and warranties in Schedule I and Schedule II of the Investment Agreement and Section 5.1(a) subject to the proviso therein, 5.2(a), 6.1(a) subject to the proviso therein, and 6.2(a) only (except for the purposes of Sections 1.1(b), 1.1(c), 1.2(a), 1.2(d), 1.4(a) (as to the Company’s ability to consummate the Transactions), 1.6(a), 1.6(c), 1.7, 1.9(f), 1.16, 1.17(a) and 1.17(b) of Schedule I for which this definition will not apply) a condition or effect (which, in the case of a material adverse effect, is adverse) on the Company and its Subsidiaries taken as a whole that does or would reasonably be expected to (i) require disclosure by the Company in an SEC Document or an AFM Document heretofore or hereafter by the Company or (ii) have an adverse impact of greater than (x) One Hundred Million Euro (€100,000,000) on the Company’s consolidated net income in the aggregate in any twelve (12) month period or (y) Four Hundred Million Euro (€400,000,000) on the Company’s consolidated net income in the aggregate in all periods, in

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each case as determined in accordance with US GAAP, consistently applied. For the avoidance of doubt, a “material adverse effect” does not mean a “Material Adverse Effect.”

“Material Adverse Effect” means:

(i) any event, condition, circumstance, development, occurrence, change, effect or fact that, individually or in the aggregate, has, results in or would reasonably be expected to have or result in, a material adverse effect on (A) the business, condition (financial or otherwise), results of operations, or prospects of the Company and its Subsidiaries, taken as a whole, or (B) the Company’s ability to timely consummate the Transactions in accordance with the terms of this Agreement or to perform any of its obligations under this Agreement or any of the Transaction Documents; provided, however, that with respect to clause (A) above only, no event, condition, circumstance, development, occurrence, change, effect or fact to the extent arising out of or resulting from any of the following will be taken into account in determining whether a “Material Adverse Effect” has occurred or may or would occur after the date of this Agreement: (1) any change, event, circumstance, development or effect generally affecting the industry in which the business of the Company and its Subsidiaries operates (it being acknowledged by Investor that the Company has in past years experienced disproportionate effects on its business and results of operation as a result of general industry declines and may experience such disproportionate effects in the future in the event of such a decline hereafter, and the Company and Investor agree that any such disproportionate effect experienced by the Company as a result of a general industry decline hereafter shall not constitute a Material Adverse Effect under this clause (A)); (2) acts of war, sabotage or terrorism, unless the Company is disproportionately affected thereby; and (3) the announcement of the Transactions; or

(ii) any event, condition, circumstance, development, occurrence, change, effect or fact that, individually or in the aggregate, has resulted, results in or would reasonably be expected to have or result in, a material adverse effect on conditions in the securities markets, credit markets, currency markets or other financial markets of the economies in which the Company and its Subsidiaries operate that would make it reasonably likely that the Company would be unable to, or would not reasonably be expected to, participate meaningfully in the future development of photolithography equipment for the semiconductor industry in the manner and substantially in the timeframe contemplated by the parties pursuant to the Transaction Documents, including in relation to both 450 millimeter and extreme ultraviolet technologies; or

(iii) the Euro ceases to be the lawful currency of one or more of the member states of the European Union that as of the date of this Agreement have adopted the Euro as their lawful currency; or

(iv) the average closing price of the Euro STOXX 50 Index, as reported on Bloomberg, shall have been below €1600 during the Applicable Lookback Period.

“Maximum Offer Amount” means a number of Ordinary Shares equal to ten percent (10%) of the Pre-Closing Reference Shares.

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“NASDAQ” means The NASDAQ Stock Market, LLC.

“New York Shares” means the registered Ordinary Shares of the Company listed for trading on NASDAQ and issued through the New York Transfer Agent.

“New York Transfer Agent” means J.P. Morgan Chase Bank, N.A. or any successor thereto that the Company may appoint from time to time.

“NRE Commitment” means the agreements to provide funding for the Company’s research and development program as provided, in the case of Investor, in the NRE Funding Agreements, and as to any Other Investor, pursuant to agreements and on such other terms that will be determined by the Company and such Other Investor subject to Section 4.1.

“NRE Funding Agreements” means the NRE Funding Agreements entered into by the Parties simultaneously herewith to be effective upon the Initial Closing or the Additional Closing, as applicable as provided therein, or such earlier date as the Parties may agree.

“Ordinary Shares” means the ordinary shares of the Company, and any securities issued or issuable in exchange for or with respect to the ordinary shares of the Company by way of a share dividend, share split or combination of shares, subdivision, consolidation, capitalization issue, recapitalization, merger, consolidation, scheme of arrangement, reorganization, reclassification or similar transaction. For purposes of this Agreement, references to Ordinary Shares include both New York Shares and Amsterdam Shares.

“Other Investor” has the meaning set forth in Section 4.1.

“Other Investor Offer” has the meaning set forth in Section 4.1.

“Other Investor Shares” means the Ordinary Shares of the Company to be issued to the Other Investors as contemplated by, and in accordance with, Section 4.1.

“Party” means a party to this Agreement or any assignee of a Party as permitted pursuant to Section 9.4 (Assignment; Successors) upon and after such assignment.

“Permitted Acquired Company” means a Person identified by the Company in writing prior to the date of this Agreement and accepted by Investor in writing concurrently with the execution and delivery of this Agreement.

“Permitted Acquisition” means an acquisition of any of the shares or other equity or voting securities of, or any merger, consolidation or combination with, or any acquisition of a significant portion of the assets of, any Permitted Acquired Company, but only if (a) such Permitted Acquired Company has received a bona fide, written proposal for a transaction constituting a Change of Control of such Permitted Acquired Company from a Person other than the Company and its Affiliates and Representatives, which proposal was not submitted by such Person as a result of the actions of the Company or any of its Affiliates and Representatives, and (b) the Company has not violated any of the provisions of Section 4.7(f) with respect to such Permitted Acquired Company.

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“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity including any Governmental Entity.

“Post-Closing Covenants” means covenants and agreements set forth in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing Date.

“Pre-Closing Reference Shares” means the number of Ordinary Shares in issuance immediately prior to the Additional Closing minus (a) the Initial Shares, (b) any Other Investor Shares issued prior to the Additional Closing and (c) any Ordinary Shares issued prior to the Additional Closing pursuant to a Permitted Acquisition in accordance with Section 4.7.

“Power of Attorney” means a power of attorney authorizing the execution of any Deed of Issue, any Initial Transaction Document or any Additional Transaction Document, as applicable.

“Prospectus” has the meaning set forth in Section 4.3(a).

“Prospectus Directive” means the Prospectus Directive (Directive 2003/71/EC).

“Prospectus Regulation” means Prospectus Regulation (EU No. 809/2004), as amended from time to time.

“Representatives” means, with respect to any Person, such Person’s officers, directors, principals, employees, bankers, attorneys, advisors, auditors, and agents.

“Resolutions” means the shareholder resolutions set out in Exhibit E.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Documents” mean all reports, schedules, forms, registration statements and other documents (all of the foregoing and all exhibits included therein and any financial statements, financial information and documents included or incorporated by reference therein (exclusive of any redaction therefrom pursuant to any Freedom of Information Act confidentiality treatment request) filed with or furnished to (as applicable) the SEC by the Company under the Exchange Act or the Securities Act.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Agreement” means the Shareholder Agreement, substantially in the form attached hereto as Exhibit C.

“Shares” means the Initial Shares and the Additional Shares.

“Signing Agreements” means this Agreement, the NRE Funding Agreements, and the Commercial Agreement.

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“Specified Additional Closing Conditions” means the conditions set forth in Article VI (other than such conditions that would, by their terms, only be satisfied at the Additional Closing or on the date of the Additional Closing).

“Specified Initial Closing Conditions” means the conditions set forth in Article V (other than such conditions that would, by their terms, only be satisfied at the Initial Closing or on the date of the Initial Closing).

“Statutory Annual Report” has the meaning set forth in Section 1.6(c) of Schedule I.

“Stichting” means the Stichting Administratiekantoor established pursuant to the Stichting Documentation to hold the Shares purchased by Investor pursuant to this Agreement.

“Stichting Documentation” means the Conditions of Administration (including the Schedules thereto) and related documentation substantially in the form attached to the Shareholder Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which such Person (either alone or through or together with any other Subsidiary) (i) owns, directly or indirectly, 50% or more of the capital shares or other equity interests that are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity, or (ii) has the contractual or other power to designate a majority of the board of directors or other governing body (and, where the context permits, includes any predecessor of such an entity).

“Supervisory Board” means the Supervisory Board of the Company.

“Synthetic Buyback” means the conversion of Ordinary Shares held by the Stichting into Class M Shares, the cash distribution by the Company to holders of Ordinary Shares (other than the Class M Shares), the share consolidation of Ordinary Shares (other than the Class M Shares) and the conversion of all Class M Shares into Ordinary Shares, in each case in accordance with Resolutions 2(a) through (e), the Articles Amendment and Section 4.5(c).

“Tax” (including “Taxes”) means (i) all direct and indirect statutory, governmental, federal, state, local, municipal, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, VAT, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, unclaimed property, escheat, windfall profits, customs, duties or other taxes, contributions, rates, levies (including social security), fees, assessments or charges of any kind whatsoever, whether disputed or not, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (ii) any liability of the Company and its Subsidiaries for payment of amounts described in clause (i) which is primarily the liability of a person other than the Company and its Subsidiaries, whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined, unitary or similar group for any period, or otherwise through operation of Law and (iii) any liability of the Company and its Subsidiaries for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person.

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“Tax Return” means any written or electronic return, certificate, declaration, notice, report, statement, information statement and document filed or required to be filed with respect to Taxes, amendments thereof, and schedules and attachments thereto.

“Taxing Authority” means any Governmental Entity having authority with respect to Taxes.

“Termination Date” has the meaning set forth in Section 8.1(a).

“Termination Expense Payment” means an amount equal to Five Million United States Dollars (US$5,000,000).

“Termination Fee” means an amount equal to (i) until the Initial Closing, fifty million Euro (€50,000,000) and (ii) after the Initial Closing, twenty-five million Euro (€25,000,000).

“Transaction Documents” means the Initial Transaction Documents and the Additional Transaction Documents.

“Transactions” means the transactions contemplated by the Transaction Documents.

“US GAAP” has the meaning set forth in Section 1.6(a) of Schedule I.

“VAT” means (i) within the European Union, such Tax as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC and (ii) outside the European Union, any Tax levied by reference to added value, sales and/or consumption.

“VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page VAP, applying the condition code criteria on an unfiltered basis to ticker “ASML NA Equity”. For the avoidance of doubt, the condition codes selected when determining the VWAP solely include: Normal trade, AUCTION (AU), Intraday Auction (IA), Basket Cross Trade (XB), CROSSED TRADE (XT), Official Close (OC), Warrant Closing Valuation (WC) and Warrant Opening Valuation (WO).

“Works Council” means the works council of the Company’s Netherlands operating Subsidiary.

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SCHEDULE I

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 1.1 Organization and Qualification.

(a) The Company is a corporation duly organized and validly existing under the Laws of the Netherlands as a limited liability company (naamloze vennootschap). The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect. Each of the Company’s Subsidiaries is duly organized, validly existing and qualified or licensed to do business and in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so organized, existing, qualified or licensed, individually or in the aggregate, would not reasonably be expected to have a material adverse effect.

(b) Each of the Company and its Subsidiaries has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business in all material respects as now conducted and as presently proposed to be conducted as disclosed in the SEC Documents and as contemplated by the Transaction Documents.

(c) The Company is in compliance with its Company Organizational Documents. Each of the Company’s Subsidiaries is in compliance with its respective articles of association or equivalent organizational documents, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, and such articles of association or equivalent organizational documents are in full force and effect.

Section 1.2 Capitalization; Shares.

(a) The capitalization of the Company is in all material respects as set forth in the SEC Documents, and as of April 25, 2012 and as of June 30, 2012, the Company had 419,852,514 Issued Ordinary Shares. Since June 30, 2012 to the date of this Agreement, the number of outstanding Ordinary Shares has changed solely as a result of grants by the Company of options under the employee stock and option plans identified in the SEC Documents and as a result of the repurchase of Ordinary Shares by the Company pursuant to the Buyback Program. Except for options granted under existing Company Plans identified in the SEC Documents, the issuance of securities pursuant to this Agreement and agreements with Other Investors in compliance with Section 4.1, the Company has not issued, and, upon execution of this Agreement and consummation of the Transactions, the Company will not have issued or transferred outstanding securities convertible into or exchangeable for, or warrants, rights or options, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or other voting

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securities (including any bonds, debentures, notes or other indebtedness having voting rights at a meeting of the Company’s shareholders or convertible into securities having such voting rights) or agreements to grant or subscribe for any of the foregoing, or any other obligations or commitments of the Company or any of its Subsidiaries to create, issue, transfer, sell or otherwise dispose of, or to effect the registration under the Securities Act or other securities Laws of, any securities of or ownership interests in the Company or any of its Subsidiaries. Other than in connection with the Buyback Program or in this Agreement, the other Transaction Documents and the Contracts between the Company and each of the Other Investors expressly contemplated by Section 4.1, or after the date of this Agreement as and to the extent permitted pursuant to Section 4.7, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Ordinary Shares of the Company or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Person other than the Company or any of its Subsidiaries, except for purposes of funding by the Company to its suppliers in the ordinary course of the business of the Company consistent with past practice or pursuant to the Variable Interest Entity as described in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement.

(b) The preemptive rights of holders of Ordinary Shares existing under the laws of The Netherlands with respect to the issue of (i) the Initial Shares have been validly excluded and (ii) the Additional Shares will in the event of adoption of the Resolutions be validly excluded by the Management Board with the approval of the Supervisory Board. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the Transactions. The consummation of the Transactions will not obligate the Company to issue or transfer Ordinary Shares or other securities to any Person (other than Investor) and, other than in connection with the Synthetic Buyback, will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

(c) Except as set forth in the Articles of Association, as they are in force on the date of this Agreement and filed with the Trade Register of the Chamber of Commerce Brabant and as they will be amended pursuant to the Articles Amendment, and as set forth in the Shareholder Agreement, there are no restrictions generally applicable to the Ordinary Shares or other shares in the share capital of the Company with respect to voting or transfer pursuant to the Company Organizational Documents or pursuant to any Company Contract.

(d) All of the outstanding share capital of the Company is, and all share capital to be issued or transferred upon exercise of outstanding options, upon issuance or transfer on the terms and conditions specified in the instruments pursuant to which they are issuable will be, duly authorized and validly issued, fully paid and non-assessable, and such shares, and all outstanding stock options and other securities of the Company have been issued or transferred by the Company in material compliance with applicable securities Laws.

Section 1.3 Authority.

(a) The Company has the requisite corporate power and authority to authorize, execute and deliver this Agreement and each other Transaction Document to which it

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is or, at the applicable Closing (subject to, in the case of the Additional Transactions, the adoption of the Resolutions for the Additional Closing), will become a party. The Company has the requisite corporate power and authority, (i) to perform its obligations under this Agreement and each other Transaction Document and (ii) to consummate the Transactions, subject to, in the case of the Additional Transactions, the adoption of the Resolutions and the execution of the Articles Amendment. The execution and delivery of this Agreement and each other Transaction Document to which the Company is or, at the applicable Closing, will become a party, and the consummation of the Transactions, have been duly and validly authorized by the unanimous approval of the Board of Management and the Supervisory Board, which will recommend the adoption of the Resolutions.

(b) The Board of Management has validly unanimously resolved (i) to issue the Initial Shares and (ii) subject only to adoption of the Resolutions, to issue the Additional Shares. Other than the adoption of the Resolutions and execution of the Articles Amendment, no other corporate proceedings or actions on the part of the Company or its shareholders, the Board of Management or the Supervisory Board are necessary (i) to authorize, execute or deliver this Agreement or any other Transaction Document, (ii) to perform any of the obligations of the Company under this Agreement or any of the other Transaction Documents, (iii) to otherwise consummate the Transactions, or (iv) to authorize or issue the Shares.

(c) This Agreement and each other Transaction Document to which the Company is or, at the applicable Closing, will become a party have been or, at the applicable Closing, will be, as the case may be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of the other parties hereto and thereto, constitute or, with respect to any Transaction Document to be executed at the applicable Closing, will constitute, the valid, legal and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

Section 1.4 No Conflict; Required Consents and Approvals.

(a) The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the Company Organizational Documents, (ii) conflict with or violate any Applicable Law, (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person (except for adoption of the Resolution for the issuance of the Additional Shares and as provided in clause (b) of this Section) pursuant to, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of the Company pursuant to, or otherwise adversely affect the rights of the Company under, or result in the loss of a benefit under, any Company Contract, (iv) result in the creation or imposition of any Encumbrance of any kind on any assets or securities of the Company (except for Encumbrances on the Shares as provided in the Shareholder Agreement or the Stichting Documentation) or any Subsidiary, or (v) violate any rule or regulation or listing requirement of Euronext Amsterdam, NASDAQ or any other stock exchange on which the Company has listed

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its securities for trading, except, with respect to clauses (iii) and (iv), for such conflicts, violations, breaches or defaults or other occurrences that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company or materially affect the Company’s ability to consummate the Transactions.

(b) The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is or will be a party, and the consummation of the Transactions by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity of competent jurisdiction for such performance or in order to prevent the termination of any right, privilege, license or qualification of the Company, except for (i) the filing for approval of the prospectus and request for admission to trading as set forth in Section 4.3 and any filing contemplated by the Investor Rights Agreement and (ii) any notifications, filings or clearances required to be made or obtained under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or the Antitrust Laws of any other jurisdiction.

Section 1.5 Valid Issuance of the Shares.

(a) Upon execution of the Deeds of Issue and delivery of the Shares when paid for in accordance with this Agreement at the applicable Closing (or in the case of the Class M Shares, when Ordinary Shares are converted into Class M Shares), (i) the Shares, and any Class M Shares into which any Ordinary Shares are converted, will be duly and validly issued and fully paid and non-assessable from and after the applicable Closing, (ii) such Shares will form part of (and in the case of the Class M Shares, upon conversion will be) the same class of Ordinary Shares, and the Shares will have (or in the case of the Class M Shares, upon conversion will have) the same rights, preferences, privileges and restrictions as all other Ordinary Shares, except as provided in the following clause (iii), (iii) the issuance of such Shares and Class M Shares will not be subject to preemptive rights (which will have been validly excluded) and (iv) the Stichting will acquire full ownership of such Shares and Class M Shares, free and clear of any Encumbrance or other limitation (except as provided for in the Shareholder Agreement or by Stichting Documentation), and the Investor will receive Depositary Receipts issued by the Stichting corresponding with such Shares and Class M Shares, free and clear of any Encumbrance or other limitation (except as provided for in the Shareholder Agreement or the Stichting Documentation), other than Encumbrances created by or imposed by Investor.

(b) No Dutch capital Tax, registration Tax, transfer Tax, stamp duty or any other similar Dutch Tax or duty will be due or payable by or on behalf of Investor in the Netherlands in respect of or in connection with the issuance, sale and purchase of the Shares.

Section 1.6 Financial Statements.

(a) The audited consolidated financial statements together with the related notes of the Company as of December 31, 2011 and 2010 and for the three years ended December 31, 2011, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “Audited Financial Statements”) (i) together with the Company’s Form 20-F in which such Audited Financial Statements were included, complied, as of the date of

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filing such Form 20-F with the SEC, in all material respects with applicable accounting requirements and the rules and regulations of the SEC and (ii) fairly present in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries as the dates for the periods to which they relate. Such Audited Financial Statements and the unaudited consolidated financial statements, together with the related notes of the Company, for each quarterly period after December 31, 2011 that have been furnished to the SEC have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) or International Financial Reporting Standards as issued by the European Union (“IFRS”), as applicable, applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto).

(b) Except as set forth in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, since December 31, 2011, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by US GAAP or SEC rule or Applicable Law.

(c) The audited consolidated financial statements for the years ended December 31, 2011 and 2010, together with the related notes, included in the Company’s statutory annual report published in accordance with Applicable Law of The Netherlands for the year ended December 31, 2011 (the “Statutory Annual Report”), (i) complied as of the date of filing the Statutory Annual Report with the relevant Dutch trade register and/or with the AFM, in all material respects with applicable accounting requirements and the published rules and regulations of the AFM and other Applicable Law in The Netherlands with respect thereto and (ii) fairly present in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries as of their respective dates for the periods to which they relate. Such financial statements, together with the related notes, included in the Statutory Annual Report and the Company’s unaudited consolidated financial statements, together with the related notes, for any quarterly period included with any of the Company’s filings with the AFM after December 31, 2011 have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto).

(d) Except as disclosed in the SEC Documents filed with or furnished to the SEC by the Company prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature which were not incurred in the ordinary course of business and consistent in nature and amount with past practice (whether accrued, absolute, contingent, determined, determinable or otherwise) that (i) if any of them had been in existence at the date of the applicable consolidated balance sheet in any such SEC Document filed with or furnished to the SEC by the Company, would have been required to be included on a consolidated balance sheet (or the footnotes thereto) of the Company prepared in accordance with US GAAP or (ii) individually or in the aggregate have had or would reasonably be expected to have a material adverse effect.

Section 1.7 Securities Laws and Listing.

(a) The Ordinary Shares currently Issued are listed on Euronext Amsterdam, and the Company is in all material respects in compliance with all applicable rules of Euronext Amsterdam and any other applicable rules or regulations relating to such listing. Any Ordinary

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Shares subsequently issued to Investor or its Affiliates pursuant to this Agreement will be listed for trading, on Euronext Amsterdam upon completion of the actions contemplated in Section 4.3. The Company is, and has no reason to believe that it will not continue to be, in compliance in all material respects with applicable Euronext Amsterdam rules.

(b) The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act. The Company has taken no action that will or, to the Knowledge of the Company, is likely to have the effect of terminating the registration of the Ordinary Shares under the Exchange Act, and the Company has not received any notification that the SEC is contemplating terminating such registration. The Ordinary Shares currently outstanding are listed for trading, and subject to the filing of a notification of issuance on the form prescribed by NASDAQ, any Ordinary Shares subsequently issued to Investor or its Affiliates will be listed for trading, in each case in the form of New York Shares, on NASDAQ. The Company is, and has no reason to believe that it will not continue to be, in compliance in all material respects with applicable NASDAQ rules.

(c) Since December 31, 2009, the Company has filed with or furnished to the AFM or publicly disclosed (as applicable) all AFM Documents required under Applicable Law on a timely basis. As of their respective filing (or website posting, as applicable) dates, to the Knowledge of the Company, the AFM Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) satisfied at least in all material respects the applicable requirements of Applicable Law and the applicable rules and regulations of the AFM.

(d) Since December 31, 2009, the Company has filed or furnished (as applicable) all SEC Documents with the SEC required under the Exchange Act or the Securities Act on a timely basis. As of the dates such SEC Documents were filed with or furnished to the SEC, to the Knowledge of the Company, such SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) conformed in all material respects to the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder.

(e) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC or the AFM with respect to the SEC Documents or the AFM Documents. To the Knowledge of the Company, as of the date of this Agreement, none of the SEC Documents or the AFM Documents are subject to ongoing review or outstanding comment or investigation by the SEC or the AFM.

(f) Only the Company is, and none of its Subsidiaries are or are required to be, a reporting company under Sections 13(a), 13(c) or 15(d) of the Exchange Act.

(g) The Company meets all of the requirements for filing with the SEC a registration statement on Form F-3 with respect to the Shares.

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(h) The Company is a “Well-Known Seasoned Issuer” as defined in Rule 405 under the Securities Act.

(i) The Company has not, and to the Knowledge of the Company no one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares.

Section 1.8 Intellectual Property.

(a) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, the Company and its Subsidiaries own, or possess the right to use, all Intellectual Property currently employed by them in connection with the business now operated by them or as currently contemplated to be operated, except where the failure to so own or possess, individually or in the aggregate, would not reasonably be expected to have a material adverse effect.

(b) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, to the Knowledge of the Company, the development, manufacture, sale, distribution or other exploitation of products, and the provision of any services, by or on behalf of the Company or any of its Subsidiaries, and all of the other activities or operations of the Company or any of its Subsidiaries, have not infringed upon, misappropriated, violated, or constituted the unauthorized use of, and do not infringe upon, misappropriate, violate, or constitute the unauthorized use of, any Intellectual Property of any third party. The Company takes commercially reasonable measures to identify whether any third parties are infringing or otherwise violating any of the Intellectual Property owned by any of the Company or its Subsidiaries and, to the extent any such third parties are identified, the Company takes commercially reasonable steps to address such infringement or other violation. Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, neither the Company nor any Subsidiary has received any written notice of infringement of or conflict with any Intellectual Property of any third party, and neither the Company nor any Subsidiary has received a written offer to license the Intellectual Property of any third party other than with respect to Intellectual Property under which the Company and its Subsidiaries is licensed pursuant to agreements with such third parties.

(c) The Company and its Subsidiaries are in compliance with the terms of all agreements pursuant to which Intellectual Property rights are transferred or licensed to them and have performed all obligations required to be performed by them to date under such agreements, and none of them are (with or without the lapse of time or the giving of notice, or both) in breach or default under such agreements, except for such non-compliance, breach or default as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect.

(d) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any decree, judgment, order, arbitral award or agreement that is reasonably expected to require the Company or its Subsidiaries, Affiliates, or shareholders to grant to any third party any license, covenant not to sue, immunity or other right with respect to any

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Intellectual Property or that affects the terms and conditions under which any such license, covenant, immunity or other right is, may be, or must be granted, except where such decrees, judgments, orders, arbitral awards or agreements would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect.

(e) The Company maintains a policy governing the use of open source software in the software owned or developed by the Company or any of its Subsidiaries. To the Knowledge of the Company, during the four (4) years prior to the Closing Date, the Company and its Subsidiaries have only incorporated, integrated, or, linked to any open source software in software owned or developed by the Company or any of its Subsidiaries in accordance with such policy.

(f) Neither the Company nor any of its Subsidiaries participates, or has participated in the past, in any standards-setting organization or multi-party special interest group where such participation requires the Company or any of its Subsidiaries, Affiliates or shareholders to grant third parties a license to Patents, except where such license grant would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect. To the Knowledge of the Company, it is in compliance with any intellectual property rights obligations of the standards-setting organizations and special interest groups in which the Company or any of its Subsidiaries are participants.

Section 1.9 The Company and Its Subsidiaries.

(a) Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2011 sets forth a correct and complete list of each Subsidiary of the Company required to be disclosed in that exhibit as of the date such report was filed in accordance with the applicable requirements of the Exchange Act. The Company owns beneficially and of record all of the issued equity of (i) each of its Significant Subsidiaries and (ii) except any lack of ownership that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, all of the Company’s other Subsidiaries. Each outstanding capital share of each Subsidiary of the Company is duly authorized, validly issued, fully paid and non-assessable and each capital share of each Subsidiary of the Company owned by the Company or another Subsidiary of the Company is free and clear of all material Encumbrances.

(b) Each of the Company and its Subsidiaries (since the time of formation or acquisition thereof by the Company) has been operated at all times in compliance with all Applicable Laws, other than failures to comply with or violation of such Laws that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect. The Company and its Subsidiaries have not received any notice, order, complaint or other communication that it has any liability under any Applicable Law or that it is not or has at any time not been in compliance with any Applicable Law, except as, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, and to the Knowledge of the Company, there is no basis therefor. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries has occurred since December 31, 2009, is pending or, to the Knowledge of the Company, is threatened, regarding a violation of any Applicable Law and, to the Knowledge of the Company, there is no basis

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therefor. Without limiting the foregoing, the Company and its Subsidiaries are and have operated in compliance with all applicable U.S. and Dutch securities Laws, all Dutch corporate Laws and corporate governance codes, all Environmental Laws and Health and Safety Laws, all Applicable Laws relating to exports where it conducts business, and all Applicable Laws relating to employment and employment practices, terms and conditions of employment, and wages and hours, except as, individually or in the aggregate, would not reasonably be expected to have a material adverse effect.

(c) All certificates, permissions, authorizations, consents, licenses from Governmental Entities, permits and any similar authority for the owning, leasing and operating the properties or the carrying on the businesses of the Company and each of its Subsidiaries have been obtained and are in full force and effect except, individually and in the aggregate, as would not be reasonably expected to have a material adverse effect. There have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such permits and neither the Company nor any of its Subsidiaries has received or reasonably expects to receive any notice of any Legal Proceedings relating to the suspension, revocation or modification of any such certificate, permission, authorization, consent, license, permit or other similar authority, which, individually or in the aggregate, would reasonably be expected to be material.

(d) Except, as would, individually or in the aggregate, not reasonably be expected to have a material adverse effect: (i) the Company or its Subsidiary, as applicable, is not in default under any Company Contract, has not committed or failed to perform any act that, with or without notice, lapse of time, or both, would constitute a default under any such Company Contract, (ii) none of the Company Contracts have been canceled by the other party, and to the Knowledge of the Company, no other party is in material breach or material default under, any such Company Contract, and (iii) since December 31, 2009, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries have received any written claim of default under any Company Contract that has not been cured.

(e) No Company Contract (i) restricts or prohibits the Company or any of its Subsidiaries from engaging in any aspect of the Company’s or such Subsidiary’s business anywhere in the world with any Person or during any period of time, or (b) grants a right of first refusal, first offer or similar right with respect to any aspect of the Company’s or such Subsidiary’s business, except, in each case where such restriction, prohibition or right, individually or in the aggregate, would not reasonably be expected to have a material adverse effect.

(f) Each of the Company and its Subsidiaries has good and marketable title to all real property, and good and marketable title to all personal property, in each case free and clear of all Encumbrances, other than such exceptions to good and marketable title or Encumbrances, individually or in the aggregate, as would not reasonably be expected to materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries.

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(g) The Company and its Subsidiaries are and have operated in compliance with the Memorandum of Understanding and any related Contracts entered into by and between the Company and the Committee on Foreign Investment in the United States.

(h) Since December 31, 2011, there has been no material adverse effect that has not been disclosed in a SEC Document filed with or furnished to the SEC prior to the date of this Agreement.

(i) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, since December 31, 2011, the Company has not (i) except after the date of this Agreement as permitted pursuant to Section 4.7 (Changes; Encumbrances; Capital), declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any share capital, other than pursuant to the Buyback Program or (ii) issued or transferred any equity securities to any member of the Supervisory Board or Board of Management or Affiliate, except pursuant to existing Company Plans.

(j) Since December 31, 2011, (i) except as, individually or in the aggregate, would not be reasonably expected to have a material adverse effect, there has not been any adverse change in the business relationship of the Company or any of its Subsidiaries with any customer or supplier, (ii) neither the Company nor any of its Subsidiaries has received any written notice from any such customer or supplier to the effect that any such customer or supplier (A) has changed, modified, amended or reduced, or is reasonably likely to change, modify, amend or reduce, its business relationship with the Company or any Subsidiary of the Company or (B) will fail to perform, or to the Knowledge of the Company is reasonably likely to fail to perform, its obligations under any of its Contracts with the Company or any Subsidiary of the Company, in each case, which individually or in the aggregate, would have a material adverse effect, and (iii) to the Knowledge of the Company, no such customer or supplier intends to take any of the actions contemplated by clause (ii)(A) or (B) of this Section 1.9(j).

(k) Since December 31, 2011, except as, individually or in the aggregate, would not be reasonably expected to have a material adverse effect, neither Company nor any Subsidiary has entered into any Company Contract or commitment or incurred any liability (including a contingent liability) which is outside the ordinary course of business and inconsistent in nature and amount with past practice. Since December 31, 2011, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with past practice in all material respects, except for (i) the negotiation of the Transaction Documents and the signing of this Agreement and (ii) discussions with Persons, the identity of which have been disclosed to Investor in writing regarding the participation of such Persons in the transactions contemplated by Section 4.1.

Section 1.10 Insurance. Each of the Company and its Subsidiaries is and has been insured by insurers of recognized financial responsibility against such losses and risks, and in such amounts, as the Company believes to be prudent and as are customary in the businesses and locations in which each is engaged. Except as, individually or in the aggregate, would not be reasonably expected to have a material adverse effect: (i) neither the Company nor any Subsidiary is in breach or default or has received any notice of cancellation of any such

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insurance, or, to Knowledge of the Company, will be unable to renew its existing insurance coverage as and when such coverage expires, or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost and (ii) there is no pending claim by the Company or any of its Subsidiaries under any insurance policy.

Section 1.11 Employee Matters.

(a) There is no legal or contractual obligation to inform, consult or obtain advice of, whether in advance or otherwise, any works council, labor union, labor organization, employee representatives or other representative body in order to consummate the Transactions, other than the Company informing the Works Council of the Transactions and requesting advice with respect to intended decisions by the Company that may follow from the Transactions.

(b) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement or as, individually or in the aggregate, would not be reasonably expected to have a material adverse effect, neither the Company nor any of its Subsidiaries has a pension scheme or any obligation to contribute towards the pension arrangements of its Supervisory Board members or employees or former Supervisory Board members or employees.

(c) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement and except as would not be reasonably expected to result in a material liability to the Company, all individuals who are or were performing consulting or other services for the Company and its Subsidiaries have been correctly classified under Applicable Law.

(d) Except as, individually or in the aggregate, would not be reasonably expected to have a material adverse effect, (i) as of the date hereof, there are no claims, disputes, grievances, or controversies pending or, to the Knowledge of the Company, threatened between the Company or any of its Subsidiaries and any of their respective present or former employees, (ii) there is no strike, slowdown, work stoppage or lockout, or other labor dispute or similar activity continuing as of the date hereof or, to the Knowledge of the Company, threatened or pending as of the date hereof, and (iii) to the Knowledge of the Company, there is no pending or threatened dispute or controversy with the Works Council.

Section 1.12 Legal Proceedings. Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement and as, individually or in the aggregate, would not be reasonably expected to have a material adverse effect (a) neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any of their respective officers or Supervisory Board members or directors (in their capacity as such) is, or has since December 31, 2009 been, engaged in any Legal Proceedings and (b) to the Knowledge of the Company, no Legal Proceedings have been threatened by or against the Company or any Subsidiary or any of their respective officers or Supervisory Board members or directors (in their capacity as such). To the Knowledge of the Company, no inquiry, audit or investigation by any Governmental Entity is pending, other than routine Tax, Health and Safety Laws or Environmental Laws or a substantively similar inquiry or audit conducted by applicable Governmental Entities which are in the Company’s ordinary course of business consistent with

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past practice in manner and amount, none of which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect.

Section 1.13 Tax Matters.

(a) Except as disclosed in the Audited Financial Statements or to the extent a breach of the following would not, individually or in the aggregate, be material: (a) the liability of the Company and its Subsidiaries for Taxes (including contingent liabilities for Taxes) that have accrued or arisen as of December 31, 2011 does not exceed the amounts of Taxes payable (excluding any deferred Taxes) included in the provision for Taxes reflected on the face of the balance sheet (as opposed to the footnotes thereto) included in the Audited Financial Statements as of December 31, 2011, (b) since December 31, 2011, all Taxes of the Company and its Subsidiaries that have accrued were incurred in the ordinary course of business, adjusted solely for ordinary course changes in the operations of the Company and its Subsidiaries, (c) all Tax Returns of the Company and its Subsidiaries have been accurately and properly prepared and timely filed or submitted (as applicable) in accordance with all Applicable Law, and (d) each of the Company and its Subsidiaries has within all applicable time periods required by Law withheld (if applicable), paid and accounted for all Tax liabilities required to be withheld (if applicable), paid or accounted for.

(b) The provision for Taxes reflected on the face of the balance sheet (as opposed to the footnotes thereto) included in the Audited Financial Statements as of December 31, 2011 reflects all potential liability of the Company and its Subsidiaries for Taxes that may arise as a result of any claim, assessment or dispute, audit or administrative or judicial proceeding involving the Company or any Subsidiary with respect to Taxes which, individually or in the aggregate, could reasonably be considered material.

(c) Other than such items disclosed in the Audited Financial Statements or as agreed with the Dutch Tax Authorities within the framework of the horizontal supervision (horizontaal toezicht) as applicable to the Company, neither the Company nor any of its Subsidiaries (i) is a party to or bound by any material closing agreement, offer in compromise, gain recognition agreement or any other agreement with any Taxing Authority or any Tax indemnity or Tax sharing agreement with any person, or (ii) has entered into any waivers or extensions of the statute of limitations with respect to material Taxes. The Company and its Subsidiaries are in compliance in all material respects with any Tax holiday, Tax rate reduction or other agreement with a Taxing Authority with respect to Taxes.

Section 1.14 Environmental Matters. Except as disclosed in the SEC documents filed with or furnished to the SEC prior to the date of this Agreement and except as, individually or in the aggregate, has not had or would not reasonably be expected to have a material adverse effect, to the Knowledge of the Company, no property currently or formerly owned or operated by the Company or any Subsidiary has been contaminated with any Hazardous Material, and neither the Company nor any Subsidiary is subject to any liability for Hazardous Material disposal or contamination on any third-party property. Except as, individually or in the aggregate, has not had or could not reasonably be expected to have a material adverse effect, the Company has not received any notice, claim, demand or other communication alleging any actual or potential breach of Environmental Laws or Health and Safety Laws and to the Knowledge of the

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Company there are no circumstances that might reasonably be expected to give rise to the service of any such notice, claim, demand or communication.

Section 1.15 Certain Business Practices. To the Knowledge of the Company, neither the Company nor any Subsidiary nor any Representative or other Person acting on any of their behalf has: (a) directly or indirectly used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to domestic or foreign political activity, (b) directly or indirectly, used or contemplated the use of funds, given, offered, promised, or authorized to unlawfully give, any money or thing of value (except for payments permitted by Applicable Law) to any government official or to any political party or campaign for the purpose of influencing an act or decision of the government official, or inducing the government official to use his or her influence or position to affect any government act or decision to obtain or retain business of the Company or any of its Subsidiaries, (c) failed to disclose in accordance with Applicable Law any contribution made by the Company or any Subsidiary (or by any Person acting on such Company’s or Subsidiary’s behalf of whom the Company is aware) that is in violation of Law, or (d) violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any comparable Applicable Law of any jurisdiction or (e) directly or indirectly, made any other unlawful payment. The Company and its Subsidiaries have implemented procedures reasonably designed to detect and ensure against the matters identified in clauses (a) through (e) of this Section 1.15, and, to the Knowledge of the Company, there are no circumstances in existence that would reasonably be expected to result in such procedures not being effective. The Company has not entered into any transaction with any of its Affiliates that has provided to the Company revenues, earnings or assets that would not have been available to it in an arm’s-length transaction with an unaffiliated Person.

Section 1.16 Books and Records. The statutory books, books of account and other records of the Company and its Subsidiaries are up-to-date and contain materially complete and accurate records as required by Law fairly reflecting all transactions and dispositions of fund or assets. No Governmental Entity of competent jurisdiction has given any notice, or made any allegation, that any such records are incorrect or contain any error that should be rectified. All accounts, documents and returns that are required by Law to be delivered or made to the Dutch Tax authority (Belastingdienst) or any other Governmental Entity in any relevant jurisdiction have been duly and correctly delivered or made. There have never been any intentionally false or fictitious entries made in the books, records or accounts of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund.

Section 1.17 Accounting and Disclosure Controls.

(a) The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP or IFRS, as applicable, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and

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appropriate action is taken with respect to any differences. The Company and its Subsidiaries’ internal control over financial reporting is effective, and to the Knowledge of the Company, there are no “material weaknesses” or “significant deficiencies” in its internal control over financial reporting as used in and based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

(b) (i) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act, (ii) such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities and (iii) such disclosure controls and procedures are effective in all material respects.

(c) Since December 31, 2011, (i) except as, individually or in the aggregate, would not reasonably be expected to have a material adverse effect, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received or otherwise had or became aware of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, which asserts that the Company or any of its Subsidiaries has engaged in improper accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or its Subsidiaries, or any of its officers, Supervisory Board members, directors, employees or agents to the Board of Management or the Supervisory Board or any committee or member thereof.

Section 1.18 Interested Party Transactions.

(a) Except as disclosed in any SEC Document filed with or furnished to the SEC prior to the date of this Agreement: There are no existing contracts, transactions, indebtedness or other arrangements, between the Company or any Company Subsidiary and any of the members of the Supervisory Board, Board of Management, officers, or to the Knowledge of the Company other Affiliates, of the Company or the Company Subsidiaries.

(b) Except as disclosed in the SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, to the Knowledge of the Company, none of the Company’s or any of its Significant Subsidiaries’ directors or Supervisory Board members, Board of Management, officers, or any members of their immediate families, or any Affiliate of any such Person has or has had, either directly or indirectly, an interest required to be disclosed in an SEC Document in: (i) any Company Contract, (ii) any Person that purchases from or sells, licenses or furnishes to the Company any goods, property, technology, intellectual or other property rights or services, (iii) any legal Person with which the Company is affiliated or with which the Company has a business relationship, or (iv) any legal Person which competes with the Company.

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Section 1.19 Brokers. No fees and expenses of any broker, investment banker or financial advisor engaged by the Company or any of its Affiliates (which for the avoidance of doubt, excludes Investor after the date hereof) in connection with the Transaction Documents or the Transactions or the transactions contemplated by the Other Investor Offer as provided in Section 4.1, if any, will be payable by Investor or any of its Affiliates.

Section 1.20 Information. To the Knowledge of the Company, other than as set forth in the Company’s SEC Documents filed with or furnished to the SEC prior to the date hereof or AFM Documents filed with the AFM prior to the date of this Agreement, there is no information regarding the Company which would be required to be disclosed in an SEC Document or AFM Document as of the date of this Agreement for which the Company has failed to make disclosure pursuant to the Exchange Act or the Dutch Act on the Financial Supervision (Wet op het Financieel Toezicht), and other than the existence of the discussions with Investor in respect of the Transactions, as of the date of this Agreement, there is no information as referred to in Section 5:53 sub 1 of the Dutch Act on the Financial Supervision for which the Company had made or continues to make use of the safe harbour provided by Section 5:25i sub 3 of the Dutch Act on the Financial Supervision in delaying the making of inside information generally available instantly, except in respect of the Company’s financial results for the second quarter of 2012. To the Knowledge of the Company, other than as set forth in the Company’s SEC Documents filed with or furnished to the SEC or AFM Documents filed with the AFM prior to the applicable Closing Date, there will be no information regarding the Company which would be required to be disclosed in an SEC Document or AFM Document prior to the applicable Closing Date for which the Company has failed to make disclosure pursuant to the Exchange Act or the Dutch Act on the Financial Supervision (Wet op het Financieel Toezicht), and, except as disclosed by the Company to Investor prior to the applicable Closing Date, there will be no information as referred to in Section 5:53 sub 1 of the Dutch Act on the Financial Supervision for which the Company had made or continues to make use of the safe harbour provided by Section 5:25i sub 3 of the Dutch Act on the Financial Supervision in delaying the making of inside information generally available instantly.

I-15

SCHEDULE II

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Section 2.1 Authority.

(a) Investor is a company duly incorporated and validly existing under the Laws of Delaware.

(b) Investor has the requisite corporate power and authority to (i) authorize, execute and deliver this Agreement and each other Transaction Document to which it is or, at the applicable Closing, will become a party, (ii) perform its obligations under this Agreement and each other Transaction Document and (iii) consummate the Transactions.

(c) The execution and delivery of this Agreement and each other Transaction Document to which Investor is or, at the applicable Closing, will become a party, and the consummation of the Transactions, have been duly and validly authorized by all necessary corporate action of Investor. No other corporate proceedings or actions on the part of Investor, its board of directors or shareholders are necessary (i) to authorize, execute or deliver this Agreement and each other Transaction Document, (ii) to perform all obligations of Investor under this Agreement and the other Transaction Documents or (iii) to otherwise consummate the Transactions. This Agreement and each other Transaction Document to which Investor is or, at the applicable Closing, will become a party have been or, at the applicable Closing, will be, as the case may be, duly and validly executed and delivered by Investor and, assuming the due authorization, execution and delivery of the other parties hereto and thereto, constitute or, with respect to any Transaction Document to be executed at the applicable Closing, will constitute, the valid, legal and binding obligations of Investor, enforceable against Investor in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

Section 2.2 No Conflict; Required Consents and Approvals. The execution, delivery and performance by Investor of this Agreement and each of the Transaction Documents to which Investor is or will be a party, and the consummation of the Transactions by Investor, do not and will not (i) conflict with or violate Investor’s certificate of incorporation or bylaws as currently in effect, (ii) conflict with or violate any Applicable Law except as would not reasonably be expected to be materially adverse to the Company, (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for the notifications and filings to be made under Antitrust Laws and filings pursuant to the Exchange Act in respect of Investor’s ownership of the Shares.

Section 2.3 Securities Laws.

(a) Investor is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and is knowledgeable, sophisticated, and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares.

II-1

(b) Investor is acquiring the Shares for its own account for investment purposes only, and not with a view to the distribution of any part thereof in violation of the Securities Act or any applicable securities Laws.

(c) Investor understands that (i) the Shares have not been registered under the Securities Act or registered or qualified under any state securities Law in reliance on specific exemptions therefrom, (ii) that the Shares may be resold only if registered pursuant to the provisions of the Securities Act pursuant to an exemption from registration under the Securities Act or in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, and (iii) no public offering (openbare aanbieding) has been conducted in the Netherlands or any other jurisdiction with respect to the Shares.

Section 2.4 Brokers. No fees and expenses of any broker, investment banker or financial advisor engaged by Investor or any of its Affiliates (which for the avoidance of doubt, excludes the Company after the date hereof) in connection with the Transaction Documents or the Transactions, if any, will be payable by the Company or any of its Affiliates.

II-2

EX-4.32

Exhibit 4.32

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

450mm NRE FUNDING AGREEMENT

This 450mm NRE Funding Agreement (the “Agreement”) is (i) made on July 9, 2012 by and between ASML Holding N.V. (“ASML”), a Dutch corporation, and Intel Corporation (“Funding Partner”), a Delaware corporation (each, a “Party,” and collectively, the “Parties”) and (ii) effective upon the Initial Closing (as defined in that certain Investment Agreement between Intel Corporation and ASML Holding N.V. dated as of the date hereof) or such earlier date as the Parties may agree or be advised by counsel that such effectiveness is not subject to any approval, consent, clearance or waiver under applicable law that has not been obtained (“Effective Date”).

WHEREAS

• ASML is engaged in research and development activities to develop and advance the technologies described in the road map attached hereto as Appendix 1 (such Appendix, the “Roadmap” and such research and development activities, the “Project”);

• ASML is selling and issuing to Funding Partner, and Funding Partner is purchasing from ASML, an interest in ordinary shares of ASML, pursuant to that certain Investment Agreement, by and between ASML Holding N.V. and Funding Partner (the “Investment Agreement”);

• Subject to the Initial Closing of the Investment Agreement (as defined therein) Funding Partner desires that ASML invests sufficiently in the Project, and desires to assist ASML with the Project by funding certain of ASML’s expenses with respect to the Project.

• For avoidance of doubt, Funding Partner’s intent in entering this Agreement is to reduce the risk of execution of and to enable the Project and ensure that the Project related lithography systems are available to Funding Partner and the whole industry, without limitation or encumbrances.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, it is therefore agreed as follows:

1 Project Assignment.

1.1 Funding Partner agrees to fund a portion of ASML’s research and development expenses, dedicated capital expenditures, non-recurring engineering costs, and third party costs (collectively, “Project Expenditures”) targeted at developing the Project described in the Roadmap. ASML’s good faith estimate, as of the Effective Date, of the total Project Expenditures during the period starting on January 1, 2013 and ending on December 31, 2017 (the “Funding Period”) is attached hereto as Appendix 2 (such Appendix, the “Project Expenditure Estimate”).

1.2 During the Funding Period, ASML will in good faith use its commercially reasonable efforts to execute the Project in a manner that will lead to the

1

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

achievement of the Roadmap under the most recent Project Expenditure Estimate. Funding Partner acknowledges and agrees that (a) ASML shall have sole control of the Project, (b) ASML is not committing to or guaranteeing the results of the Project or the suitability of the technologies described in the Roadmap for Funding Partner’s purposes.

1.3 ASML may change the Project Expenditure Estimate at any time, in its sole discretion. ASML will provide Funding Partner with an updated Project Expenditure Estimate, based on ASML’s then-current good faith evaluation of the state of the Project (a) within thirty (30) days prior to the start of each calendar year during the Funding Period and (b) promptly after ASML makes a significant change to the then-current Project Expenditure Estimate.

2 Project Funding.

2.1 During the Funding Period, Funding Partner will pay to ASML a total of €553,000,000 (the “Partner Funding”). Unless otherwise agreed in writing by the Parties, ASML shall apply the Partner Funding to the Project.

2.2 Within thirty (30) days prior to the start of each calendar year during the Funding Period, ASML will provide Funding Partner with (a) a statement of the portion of the Partner Funding that Funding Partner will pay to ASML at the start of each calendar quarter of the next calendar year (each, a “Quarterly Payment”) and (b) a high-level report specifying in reasonable detail the actual Project Expenditures during the current calendar year; provided, that ASML shall not be required to provide such a report for calendar year 2012.

2.3 Subject to Section 2.4, the amount of each Quarterly Payment will be calculated by (a) dividing the then-remaining Partner Funding (i.e., the initial Partner Funding minus all prior Quarterly Payments actually made by Funding Partner) by ASML’s most recent Project Expenditure Estimate for the remainder of the Funding Period and (b) multiplying the result by the amount set forth in the most recent Project Expenditure Estimate with respect to each calendar quarter during the remainder of the Funding Period.

2.4 Funding Partner acknowledges and agrees that ASML’s actual Project Expenditures for a given calendar year may be less than the last Project Expenditure Estimate issued prior to such calendar year, and that such situation shall not have any consequences, as the total Funding for the Funding Period will remain unchanged. Notwithstanding the foregoing, if ASML’s actual Project Expenditures for any calendar year (other than the last calendar year of the Funding Period) are *** percent (***%) or more lower than the last Project Expenditure Estimate issued prior to such calendar year, then Funding Partner may request a reimbursement of the extra funding paid by Funding partner above what should have been paid on actual costs; the total overall committed funding should however still be paid during the funding period.

2

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

If (a) ASML, in its reasonable discretion, decides to abandon the Project as a result of technical infeasibility or lack of sufficient industry demand required to sustain ASML’s production capacity and supply chain readiness at *** (***) tools per month and cease research and development activities with respect to the technologies described in the Roadmap or (b) if the then-remaining Partner Funding (i.e., the initial Partner Funding minus all prior Quarterly Payments actually made by Funding Partner) is more than *** percent (***%) of such updated Project Expenditure Estimate for the remainder of the Funding Period, then ASML and Funding Partner will in good faith seek to agree to apply the remaining Partner Funding to a different, mutually agreed ASML development project. If the Parties so agree on a replacement project, such replacement project shall be considered the “Project” for all purposes under this Agreement. If the Parties cannot agree on a replacement project, then ASML may invoice Funding Partner per latest funding forecast at the end of each calendar year the remaining due portion during each year of the remaining Funding Period in which ASML’s actual gross research and development expenditures exceed €*** before funding; ASML will further invoice Funding Partner for the balance due on the originally committed funding, if any, in the year following the end of the funding period.

3 Term and Termination.

3.1 The term of this Agreement (the “Term”) shall commence on the Effective Date and continue in full force and effect until December 31, 2017, unless earlier terminated in accordance with the terms of this Agreement.

3.2 Funding Partner may terminate this Agreement upon thirty (30) days’ written notice to ASML and by paying to ASML a lump sum amount equal to the remaining Partner Funding (i.e., the initial Partner Funding minus all prior Quarterly Payments actually made by Funding Partner) as of the date of such termination. The Parties acknowledge and agree that this Section 8.2 sets forth the sole and exclusive right to terminate this Agreement, and that there are no other termination rights, express or implied, under this Agreement.

3.3 In the event of any expiration or termination of this Agreement, each Party shall promptly return to the other Party all Confidential Information and copies thereof belonging to the other Party which are related to the Agreement and are then in the possession, power, or control of such Party or any of its personnel; provided, that such Party shall nevertheless be entitled to retain copies of any of the foregoing (and related documentation) in accordance with its general records retention policy and to satisfy its obligations under applicable law or regulation.

3.4 Expiration or termination of this Agreement for any reason shall not affect any liabilities or obligations of either Party arising before such expiration or termination or out of the events causing such termination, or any damages or other remedies to which a Party may be entitled under this Agreement, at law or in equity, arising from any breaches of such liabilities or obligations.

3

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

3.5 Sections 6,7,8,9, and 10 and any other rights or obligations which by their nature and content are expressly or impliedly intended to survive, shall survive and continue following expiration or termination of this Agreement.

4 Payment Terms.

4.1 Funding Partner shall pay each Quarterly Payment to ASML on the first day of the applicable calendar quarter.

5 Audit.

5.1 ASML shall maintain records in sufficient detail to permit Funding Partner to confirm the actual Project Expenditures for each calendar quarter during the Funding Period. Upon written notice to ASML, Funding Partner shall have the right, no more than one (1) time per calendar year and at its own expense, using an independent auditor selected by Funding Partner and reasonably acceptable to ASML, to review such records (to the extent generated since the last audit conducted by Funding Partner pursuant to this Section 5.1) during normal business hours, solely to verify the applicable actual Project Expenditures. ASML shall reasonably cooperate with such audit, and Funding Partner shall provide ASML with a copy of all reports and other findings prepared in connection with such audit.

5.2 If Funding Partner’s exercise of its rights under Section 5.1 results in audit findings that the actual Project Expenditures reported by ASML for a given calendar year are less than *** percent (***%) of the last Project Expenditure Estimate prior to the start of such calendar year, then the Parties will meet to discuss such findings and, if the findings are confirmed by ASML, ASML will reimburse the extra funding paid by Funding partner above what should have been paid on actual costs and will restate accordingly the Funding due for the remainder of the Funding Period, which will in any event ensure that the total funding committed will be paid.

6 Confidentiality.

6.1 During the Term of the Agreement, either Party may have or may be provided access to the other Party’s confidential information and material. For purposes of this Agreement, “Confidential Information” means all non-public and/or proprietary information of one of the Parties (the “Disclosing Party that is disclosed to the other Party (the “Receiving Party”) in the course of the activity pursuant to this Agreement, whether disclosed in oral, written, graphic, machine recognizable (including computer programs or data bases), model or sample form, or any derivation thereof, and includes product specifications, designs, production plans, bills of materials, development schedules, processes, method. Such information shall be Confidential Information if it would ordinarily be treated as confidential by the Disclosing Party or would ordinarily be considered information of a confidential nature in the industry, whether or not specifically

4

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

marked as such. The Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence, using such measures as the Receiving Party uses to protect the confidentiality of its own Confidential Information of like importance, but in no event using less than reasonable care.

6.2 The Receiving Party shall not make any disclosure of such Confidential Information other than to its employees or agents on a need to know basis. The Receiving Party shall inform each such employee or agent of the Receiving Party’s confidentiality obligations under this Agreement, and shall be jointly and severally liable for any breach of this Agreement by any such employee.

6.3 The provisions of this Article 6 shall not apply to any information that is: (a) in or subsequently enters the public domain, other than by fault, act or omission of the Receiving Party, (b) obtained lawfully from a third person who was under no obligation of confidentiality, (c) independently developed by the Receiving Party without reference to any Confidential Material, or (d) required to be disclosed by law or regulation or in response to a valid court order; provided, however, that the Receiving Party shall, if legally permitted, give the Disclosing Party prior notice as soon as possible of such required disclosure so as to enable the Disclosing Party to seek relief from such disclosure requirement or undertake measures to protect the confidentiality of the disclosure.

6.4 Any and all written reports prepared by and any information provided by ASML in connection herewith shall be maintained in strict confidence and may not be disclosed, in whole or in part, by Funding Partner to any third party without the prior written consent of ASML.

6.5 The Receiving Party shall immediately inform the Disclosing Party if it becomes aware of the possession, use, or knowledge of any of the Confidential Information by any person not authorized to possess, use, or have knowledge of the Confidential Information and shall, at the request of the Disclosing Party, provide such reasonable assistance as is required by the Disclosing Party to mitigate any damage caused thereby.

7 Intellectual Property.

7.1 ASML will own any and all Intellectual Property (whether arising under the laws of the United States or any other state, country or jurisdiction, now or hereinafter existing) created by ASML, and any and all work product developed or created by or on behalf of ASML in connection with this Agreement or the Project. For purposes of this Agreement, “Intellectual Property” means, in any jurisdiction throughout the world: (a) inventions (whether patentable or unpatentable, and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all provisionals, reissuances, continuations, continuations-in-part divisions, revisions, extensions, and reexaminations thereof; (b) marks; (c) copyrightable works, all copyrights, and all website content, and all applications, registrations, and renewals in

5

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

connection therewith; (d) mask works and protectable designs, and all applications, registrations, and renewals in connection therewith; (e) trade secrets and confidential business information (including processes, procedures, research and development, know-how, formulas, algorithms, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, research records, records of inventions, test information, customer and supplier lists, customer data, pricing and cost information, and business and marketing plans and proposals); (f) software, and all electronic data, databases, and data collections; (g) business processes; (h) all other proprietary and intellectual property rights; and (i) copies and tangible embodiments of any of the foregoing (in whatever form or medium).

7.2 Each Party will solely and exclusively own all right, title and interest in and to all Intellectual Property that was owned by or licensed to such Party prior to the Effective Date, or independently of this Agreement.

8 No Representations and Warranties.

8.1 EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS AGREEMENT AND THE PROJECT, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT). EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF THE OTHER PARTY.

9 Limitations of Liability.

9.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY PERSON CLAIMING THROUGH THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

9.2 THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 SHALL NOT APPLY TO DAMAGES ARISING FROM, RELATING TO, OR BASED ON (i) THE GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS PERSONNEL, (ii) PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY A PARTY OR ITS PERSONNEL, (iii) FRAUDULENT OR CRIMINAL ACTS BY A PARTY OR ITS PERSONNEL OR (iv) EITHER PARTY’S BREACH OF ARTICLE 6 HEREUNDER.

6

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

10 General Provisions.

10.1 Construction; Absence of Presumption.

10.1.1 For the purposes of this Agreement, (a) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendices) and not to any particular provision of this Agreement, and Article, Section, paragraph, and Appendix references are to the Articles, Sections, paragraphs, and Appendices to this Agreement, unless otherwise provided, (c) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”, and (d) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise provided.

10.1.2 The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement in good faith and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement (including all Appendices) or any amendments hereto or thereto.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties regarding such subject matter.

10.3 Amendments and Waivers. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each Party. No waiver of any obligation or condition under this Agreement will be effective unless contained in a written document duly executed by the Party granting such waiver. Any such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

10.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions hereof or the application of such provision to persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination, the

7

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.5 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute a partnership, joint venture, or legal entity of any type between Funding Partner and ASML, or to constitute one Party as the agent of the other. Moreover, each Party agrees not to construe this Agreement, or any of the transactions contemplated hereby, as a partnership for any tax purposes. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give any Party the power or authority to act for, bind, or commit the other Party.

10.6 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and without prejudice to any other remedy referred to in this Agreement or otherwise available under law, equity or otherwise.

10.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

10.8 Assignment. This Agreement may not be assigned, in whole or in part, by either Party without the other Party’s prior written consent; provided, that either Party may assign the Agreement without such consent to an affiliate or a successor to all or substantially all of the assets of the business, whether by sale, merger, operation of law or otherwise. A Party who assigns this Agreement to an Affiliate will remain responsible for and ensure the performance of any and all obligations of the Affiliate under this Agreement.

10.9 Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the registered mail or private express mail, postage prepaid, addressed as follows:

If to Funding Partner, to:

Unless otherwise agreed in writing by the Parties, all notices to Funding Partner regarding this Agreement will include a copy to the attention of Funding Partner’s *** and to the Funding Partner *** as follows:

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA 95054

with a copy to:

*** and ***

8

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

If to ASML to:

***

***

***

ASML Netherlands B.V.

De Run 6501, 5504 DR Vehdhoven

PO Box 324, 5500 AH Veldhoven

The Netherlands

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

10.10 Export Control. Neither Party shall export or re-export, directly or indirectly, any technical information disclosed hereunder or direct product thereof to any destination prohibited or restricted by the export control regulations of the Netherlands and the United States, including the U.S. Export Administration Regulations, without prior authorization from the appropriate governmental authorities.

10.11 Dispute Resolution. In the event of any dispute under this Agreement, the senior management of each Party will meet to resolve the dispute. If the dispute is not resolved by senior management within thirty (30) days after escalation, either Party may make a written request for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the Parties will meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either Party may pursue any right or remedies available under law, in equity or under this Agreement. Notwithstanding the foregoing, neither Party shall be precluded at any time from seeking injunction relief against the other Party.

10.12 Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

9

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

10.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

10.14 Headings. Any section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.15 Applicable Law and Forum. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, excluding Delaware’s conflicts of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All disputes and litigation arising out of or relating to this Agreement, including without limitation matters connected with its performance, shall be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal Courts sitting therein. The parties hereby irrevocably submit to the personal jurisdiction of such courts and irrevocably waive all objections to such venue.

[Signature page follows]

10

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, this Agreement has been signed on behalf of the Parties hereto by persons duly authorized in that behalf:

ASML Holding N.V.		Intel Corporation
SIGNATURE:	/s/ Eric Meurice	SIGNATURE:	/s/ Brian M. Krzanich
NAME:	Eric Meurice	NAME:	Brian M. Krzanich
TITLE:	Chief Executive Officer, Chairman of Management Board	TITLE:	Senior Vice President, Chief Operating Officer
DATE:	July 9, 2012	DATE:	July 9, 2012
ASML Holding N.V.
SIGNATURE:	/s/ Peter Wennink
NAME:	Peter Wennink
TITLE:	Chief Financial Officer, Member of the Management Board
DATE:	July 9, 2012

SIGNATURE PAGE TO 450mm NRE FUNDING AGREEMENT

11

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

APPENDIX 1

ROADMAP

Below roadmap is indicative and can be changed in ASML’s discretion, respecting the agreed upon Milestones.

12

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

APPENDIX 2

PROJECT EXPENDITURE ESTIMATE

This Appendix 2 stipulates the process related to the estimation of the Project Expenditures and the limited *** for temporary *** and it supersedes and has precedent over the terms set out in the 450mm NRE Funding Agreement (“Agreement”). Project Expenditures due from Funding Partner are to be used only to fund the projects outlined below for 450mm, with use of Funding Partner funds identified in the Schedule 1 below for use only for 450mm development,.

Availability of any funding from Funding Partner for 450mm development is contingent upon the Initial Closing.

In the event that the Investment Agreement has not closed by 31 December 2012, the Parties will meet to discuss arrangements to continue the activities under the existing 450 mm Funding Agreement signed by the Parties on January 2, 2012, or other arrangements as the parties mutually agree.

1. Estimation:

ASML will update every year of the funding period and communicate before the end of each year, the updated estimate covering until the end of the funding period and an explanation of the changes. ASML’s preliminary estimate is as follows in Schedule 1 below.

ASML agrees to fund the 450mm portion of the Project Expenditures in accordance with the annual amounts set out below in Schedule 1.

SCHEDULE 1

Project 450 MM

2013

2014

2015

2016

2017

Totals 2013 - 2017

450 Immersion

***

***

***

***

***

***

450 Dry

***

***

***

***

***

***

Total 450mm (non-EUV)

***

***

***

***

***

***

Agreed Funding

***

***

***

***

***

***

Resulting % yearly spread

***

***

***

***

***

***

Resulting estimated Yearly Funding

***

***

***

***

***

***

The Parties acknowledge that the numbers in the table in Schedule 1 are illustrative and that Funding Partner agreed to a total of €553,000,000 as set out in article 2.1 of this Agreement.

Within 3 months of signature of the Agreement, ASML and the Funding Partner will agree on a final update of this estimate, which will serve as the “Original Estimate”. ASML will fund at least €*** split as follows €*** for 450 mm Immersion and €*** for 450mm Dry and such amounts are not *** or *** in any way, including upon the terms of any other agreement entered

13

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

into by the Parties, including any agreements entered into contemporaneously with this Agreement.

Concurrently with the confirmation of the Original Estimate, and within 3 months of signature of the Agreement, ASML and the Funding Partner will agree on a set of action milestones, leading to a set of delivery milestones, enabled by the funding estimate. These milestones will constitute the “Original Milestone Plan”. The Original Milestone Plan will be limited to the 450 mm project.

The Project Expenditure estimate and the Milestone Plan will be updated yearly in good faith through mutual discussions with Funding Partner. Annual estimates for ASML’s Project Expenditures in each calendar year for 450mm Immersion, 450mm Dry, and EUV 450mm in the Original Estimate may be adjusted +/-***% from the Original Estimate, and beyond ***% will require mutual agreement between ASML and Funding Partner.

2. Rights of ***:

ASML and Funding Partner will create a Technical Review Board” (TRB) including only technical personnel designated by each Party and responsible for creating and monitoring the Milestone Plan. Unless otherwise agreed in writing between the Parties, ASML agrees to invest in a given year up to a minimum of ***% of the Project Expenditures stipulated in *** for the 450mm Program.

Notwithstanding Section *** in the Agreement, Funding Partner *** are subject to the following additional ***:, if (i) ASML *** to *** the ***% threshold of the *** for 450mm on a given year, and (ii) *** to *** a milestone under the Milestone Plan then Funding Partner may *** its *** until *** by ASML. Prior to *** any *** to ASML, Funding Partner will give ASML a minimum of *** (***) *** prior notice of its *** to ***, during which time ASML will provide Funding Partner with a *** of its *** to *** the requirements under the Milestone Plan. The TRB will review the *** of the *** milestone. If the TRB determines that ASML has made a *** to *** on the Milestone, and the *** is not based on lack of ***, and if the TRB determines the *** were ***, Funding Partner will *** any *** to ASML.

Notwithstanding any delays by ASML, Funding Partner will abide by its commitment as stipulated in the Milestone Plan as determined by the TRB, including but not limited to the stipulated technical support, specification agreement, purchase order issue, etc,.

3. Notwithstanding Sections 6, Confidentiality, and ***, ***, ASML and Funding Partner will *** a *** setting out the *** related to the ***, ***, ***, and *** for *** provided by and *** funded by Funding Partner under this Agreement.

14

EX-4.33

Exhibit 4.33

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

EUV NRE FUNDING AGREEMENT

This EUV NRE Funding Agreement (the “Agreement”) is (i) made on July 9, 2012 by and between ASML Holding N.V. (“ASML”), a Dutch corporation, and Intel Corporation (“Funding Partner”), a Delaware corporation (each, a “Party,” and collectively, the “Parties”) and (ii) effective upon the Additional Closing (as defined in that certain Investment Agreement between Intel Corporation and ASML Holding N.V. dated as of the date hereof) or such earlier date as the Parties may agree or be advised by counsel that such effectiveness is not subject to any approval, consent, clearance or waiver under applicable law that has not been obtained (“Effective Date”).

WHEREAS

• ASML is engaged in research and development activities to develop and advance the technologies described in the road map attached hereto as Appendix 1 (such Appendix, the “Roadmap” and such research and development activities, the “Project”);

• ASML is selling and issuing to Funding Partner, and Funding Partner is purchasing from ASML, an interest in ordinary shares of ASML, pursuant to that certain Investment Agreement, by and between ASML Holding N.V. and Funding Partner (the “Investment Agreement”);

• Subject to the Additional Closing of the Investment Agreement (as defined therein) Funding Partner desires that ASML invests sufficiently in the Project, and desires to assist ASML with the Project by funding certain of ASML’s expenses with respect to the Project.

• For avoidance of doubt, Funding Partner’s intent in entering this Agreement is to reduce the risk of execution of and to enable the Project and ensure that the Project related lithography systems are available to Funding Partner and the whole industry, without limitation or encumbrances.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, it is therefore agreed as follows:

1 Project Assignment.

1.1 Funding Partner agrees to fund a portion of ASML’s research and development expenses, dedicated capital expenditures, non-recurring engineering costs, and third party costs (collectively, “Project Expenditures”) targeted at developing the Project described in the Roadmap. ASML’s good faith estimate, as of the Effective Date, of the total Project Expenditures during the period starting on January 1, 2013 and ending on December 31, 2017 (the “Funding Period”) is attached hereto as Appendix 2 (such Appendix, the “Project Expenditure Estimate”).

1

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

1.2 During the Funding Period, ASML will in good faith use its commercially reasonable efforts to execute the Project in a manner that will lead to the achievement of the Roadmap under the most recent Project Expenditure Estimate. Funding Partner acknowledges and agrees that (a) ASML shall have sole control of the Project, (b) ASML is not committing to or guaranteeing the results of the Project or the suitability of the technologies described in the Roadmap for Funding Partner’s purposes.

1.3 ASML may change the Project Expenditure Estimate at any time, in its sole discretion. ASML will provide Funding Partner with an updated Project Expenditure Estimate, based on ASML’s then-current good faith evaluation of the state of the Project (a) within thirty (30) days prior to the start of each calendar year during the Funding Period and (b) promptly after ASML makes a significant change to the then-current Project Expenditure Estimate.

2 Project Funding.

2.1 During the Funding Period, Funding Partner will pay to ASML a total of €276,000,000 (the “Partner Funding”). Unless otherwise agreed in writing by the Parties, ASML shall apply the Partner Funding to the Project.

2.2 Within thirty (30) days prior to the start of each calendar year during the Funding Period, ASML will provide Funding Partner with (a) a statement of the portion of the Partner Funding that Funding Partner will pay to ASML at the start of each calendar quarter of the next calendar year (each, a “Quarterly Payment”) and (b) a high-level report specifying in reasonable detail the actual Project Expenditures during the current calendar year; provided, that ASML shall not be required to provide such a report for calendar year 2012.

2.3 Subject to Section 2.4, the amount of each Quarterly Payment will be calculated by (a) dividing the then-remaining Partner Funding (i.e., the initial Partner Funding minus all prior Quarterly Payments actually made by Funding Partner) by ASML’s most recent Project Expenditure Estimate for the remainder of the Funding Period and (b) multiplying the result by the amount set forth in the most recent Project Expenditure Estimate with respect to each calendar quarter during the remainder of the Funding Period.

2.4 Funding Partner acknowledges and agrees that ASML’s actual Project Expenditures for a given calendar year may be less than the last Project Expenditure Estimate issued prior to such calendar year, and that such situation shall not have any consequences, as the total Funding for the Funding Period will remain unchanged. Notwithstanding the foregoing, if ASML’s actual Project Expenditures for any calendar year (other than the last calendar year of the Funding Period) are *** percent (***%) or more lower than the last Project Expenditure Estimate issued prior to such calendar year, then Funding Partner may request a reimbursement of the extra funding paid by Funding partner above

2

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

what should have been paid on actual costs; the total overall committed funding should however still be paid during the funding period.

If (a) ASML, in its reasonable discretion, decides to abandon the Project as a result of technical infeasibility or lack of sufficient industry demand required to sustain ASML’s production capacity and supply chain readiness at *** (***) tools per month and cease research and development activities with respect to the technologies described in the Roadmap or (b) if the then-remaining Partner Funding (i.e., the initial Partner Funding minus all prior Quarterly Payments actually made by Funding Partner) is more than *** percent (***%) of such updated Project Expenditure Estimate for the remainder of the Funding Period, then ASML and Funding Partner will in good faith seek to agree to apply the remaining Partner Funding to a different, mutually agreed ASML development project. If the Parties so agree on a replacement project, such replacement project shall be considered the “Project” for all purposes under this Agreement. If the Parties cannot agree on a replacement project, then ASML may invoice Funding Partner per latest funding forecast at the end of each calendar year the remaining due portion during each year of the remaining Funding Period in which ASML’s actual gross research and development expenditures exceed €*** before funding; ASML will further invoice Funding Partner for the balance due on the originally committed funding, if any, in the year following the end of the funding period.

3 Term and Termination.

3.1 The term of this Agreement (the “Term”) shall commence on the Effective Date and continue in full force and effect until December 31, 2017, unless earlier terminated in accordance with the terms of this Agreement.

3.2 Funding Partner may terminate this Agreement upon thirty (30) days’ written notice to ASML and by paying to ASML a lump sum amount equal to the remaining Partner Funding (i.e., the initial Partner Funding minus all prior Quarterly Payments actually made by Funding Partner) as of the date of such termination. The Parties acknowledge and agree that this Section 8.2 sets forth the sole and exclusive right to terminate this Agreement, and that there are no other termination rights, express or implied, under this Agreement.

3.3 In the event of any expiration or termination of this Agreement, each Party shall promptly return to the other Party all Confidential Information and copies thereof belonging to the other Party which are related to the Agreement and are then in the possession, power, or control of such Party or any of its personnel; provided, that such Party shall nevertheless be entitled to retain copies of any of the foregoing (and related documentation) in accordance with its general records retention policy and to satisfy its obligations under applicable law or regulation.

3.4 Expiration or termination of this Agreement for any reason shall not affect any liabilities or obligations of either Party arising before such expiration or termination or out of the events causing such termination, or any damages or other

3

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

remedies to which a Party may be entitled under this Agreement, at law or in equity, arising from any breaches of such liabilities or obligations.

3.5 Sections 6,7,8,9, and 10 and any other rights or obligations which by their nature and content are expressly or impliedly intended to survive, shall survive and continue following expiration or termination of this Agreement.

4 Payment Terms.

4.1 Funding Partner shall pay each Quarterly Payment to ASML on the first day of the applicable calendar quarter.

5 Audit.

5.1 ASML shall maintain records in sufficient detail to permit Funding Partner to confirm the actual Project Expenditures for each calendar quarter during the Funding Period. Upon written notice to ASML, Funding Partner shall have the right, no more than one (1) time per calendar year and at its own expense, using an independent auditor selected by Funding Partner and reasonably acceptable to ASML, to review such records (to the extent generated since the last audit conducted by Funding Partner pursuant to this Section 5.1) during normal business hours, solely to verify the applicable actual Project Expenditures. ASML shall reasonably cooperate with such audit, and Funding Partner shall provide ASML with a copy of all reports and other findings prepared in connection with such audit.

5.2 If Funding Partner’s exercise of its rights under Section 5.1 results in audit findings that the actual Project Expenditures reported by ASML for a given calendar year are less than *** percent (***%) of the last Project Expenditure Estimate prior to the start of such calendar year, then the Parties will meet to discuss such findings and, if the findings are confirmed by ASML, ASML will reimburse the extra funding paid by Funding partner above what should have been paid on actual costs and will restate accordingly the Funding due for the remainder of the Funding Period, which will in any event ensure that the total funding committed will be paid.

6 Confidentiality.

6.1 During the Term of the Agreement, either Party may have or may be provided access to the other Party’s confidential information and material. For purposes of this Agreement, “Confidential Information” means all non-public and/or proprietary information of one of the Parties (the “Disclosing Party that is disclosed to the other Party (the “Receiving Party”) in the course of the activity pursuant to this Agreement, whether disclosed in oral, written, graphic, machine recognizable (including computer programs or data bases), model or sample form, or any derivation thereof, and includes product specifications, designs, production plans, bills of materials, development schedules, processes, method. Such information shall be Confidential Information if it would ordinarily be treated as

4

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

confidential by the Disclosing Party or would ordinarily be considered information of a confidential nature in the industry, whether or not specifically marked as such. The Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence, using such measures as the Receiving Party uses to protect the confidentiality of its own Confidential Information of like importance, but in no event using less than reasonable care.

6.2 The Receiving Party shall not make any disclosure of such Confidential Information other than to its employees or agents on a need to know basis. The Receiving Party shall inform each such employee or agent of the Receiving Party’s confidentiality obligations under this Agreement, and shall be jointly and severally liable for any breach of this Agreement by any such employee.

6.3 The provisions of this Article 6 shall not apply to any information that is: (a) in or subsequently enters the public domain, other than by fault, act or omission of the Receiving Party, (b) obtained lawfully from a third person who was under no obligation of confidentiality, (c) independently developed by the Receiving Party without reference to any Confidential Material, or (d) required to be disclosed by law or regulation or in response to a valid court order; provided, however, that the Receiving Party shall, if legally permitted, give the Disclosing Party prior notice as soon as possible of such required disclosure so as to enable the Disclosing Party to seek relief from such disclosure requirement or undertake measures to protect the confidentiality of the disclosure.

6.4 Any and all written reports prepared by and any information provided by ASML in connection herewith shall be maintained in strict confidence and may not be disclosed, in whole or in part, by Funding Partner to any third party without the prior written consent of ASML.

6.5 The Receiving Party shall immediately inform the Disclosing Party if it becomes aware of the possession, use, or knowledge of any of the Confidential Information by any person not authorized to possess, use, or have knowledge of the Confidential Information and shall, at the request of the Disclosing Party, provide such reasonable assistance as is required by the Disclosing Party to mitigate any damage caused thereby.

7 Intellectual Property.

7.1 ASML will own any and all Intellectual Property (whether arising under the laws of the United States or any other state, country or jurisdiction, now or hereinafter existing) created by ASML, and any and all work product developed or created by or on behalf of ASML in connection with this Agreement or the Project. For purposes of this Agreement, “Intellectual Property” means, in any jurisdiction throughout the world: (a) inventions (whether patentable or unpatentable, and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all provisionals, reissuances, continuations, continuations-in-part divisions, revisions, extensions,

5

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

and reexaminations thereof; (b) marks; (c) copyrightable works, all copyrights, and all website content, and all applications, registrations, and renewals in connection therewith; (d) mask works and protectable designs, and all applications, registrations, and renewals in connection therewith; (e) trade secrets and confidential business information (including processes, procedures, research and development, know-how, formulas, algorithms, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, research records, records of inventions, test information, customer and supplier lists, customer data, pricing and cost information, and business and marketing plans and proposals); (f) software, and all electronic data, databases, and data collections; (g) business processes; (h) all other proprietary and intellectual property rights; and (i) copies and tangible embodiments of any of the foregoing (in whatever form or medium).

7.2 Each Party will solely and exclusively own all right, title and interest in and to all Intellectual Property that was owned by or licensed to such Party prior to the Effective Date, or independently of this Agreement.

8 No Representations and Warranties.

8.1 EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS AGREEMENT AND THE PROJECT, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT). EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF THE OTHER PARTY.

9 Limitations of Liability.

9.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY PERSON CLAIMING THROUGH THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

9.2 THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 SHALL NOT APPLY TO DAMAGES ARISING FROM, RELATING TO, OR BASED ON (i) THE GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS PERSONNEL, (ii) PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY A PARTY OR ITS PERSONNEL, (iii) FRAUDULENT OR CRIMINAL ACTS BY A PARTY OR

6

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

ITS PERSONNEL OR (iv) EITHER PARTY’S BREACH OF ARTICLE 6 HEREUNDER.

10 General Provisions.

10.1 Construction; Absence of Presumption.

10.1.1 For the purposes of this Agreement, (a) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendices) and not to any particular provision of this Agreement, and Article, Section, paragraph, and Appendix references are to the Articles, Sections, paragraphs, and Appendices to this Agreement, unless otherwise provided, (c) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”, and (d) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise provided.

10.1.2 The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement in good faith and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement (including all Appendices) or any amendments hereto or thereto.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties regarding such subject matter.

10.3 Amendments and Waivers. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each Party. No waiver of any obligation or condition under this Agreement will be effective unless contained in a written document duly executed by the Party granting such waiver. Any such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

10.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions hereof or the application of such provision to persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so

7

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.5 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute a partnership, joint venture, or legal entity of any type between Funding Partner and ASML, or to constitute one Party as the agent of the other. Moreover, each Party agrees not to construe this Agreement, or any of the transactions contemplated hereby, as a partnership for any tax purposes. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give any Party the power or authority to act for, bind, or commit the other Party.

10.6 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and without prejudice to any other remedy referred to in this Agreement or otherwise available under law, equity or otherwise.

10.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

10.8 Assignment. This Agreement may not be assigned, in whole or in part, by either Party without the other Party’s prior written consent; provided, that either Party may assign the Agreement without such consent to an affiliate or a successor to all or substantially all of the assets of the business, whether by sale, merger, operation of law or otherwise. A Party who assigns this Agreement to an Affiliate will remain responsible for and ensure the performance of any and all obligations of the Affiliate under this Agreement.

10.9 Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the registered mail or private express mail, postage prepaid, addressed as follows:

If to Funding Partner, to:

Unless otherwise agreed in writing by the Parties, all notices to Funding Partner regarding this Agreement will include a copy to the attention of Funding Partner’s *** and to the Funding Partner *** as follows:

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA 95054

with a copy to:

*** and ***

8

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

If to ASML to:

***

***

***

ASML Netherlands B.V.

De Run 6501, 5504 DR Vehdhoven

PO Box 324, 5500 AH Veldhoven

The Netherlands

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

10.10 Export Control. Neither Party shall export or re-export, directly or indirectly, any technical information disclosed hereunder or direct product thereof to any destination prohibited or restricted by the export control regulations of the Netherlands and the United States, including the U.S. Export Administration Regulations, without prior authorization from the appropriate governmental authorities.

10.11 Dispute Resolution. In the event of any dispute under this Agreement, the senior management of each Party will meet to resolve the dispute. If the dispute is not resolved by senior management within thirty (30) days after escalation, either Party may make a written request for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) days after such written notification, the Parties will meet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either Party may pursue any right or remedies available under law, in equity or under this Agreement. Notwithstanding the foregoing, neither Party shall be precluded at any time from seeking injunction relief against the other Party.

10.12 Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

9

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

10.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

10.14 Headings. Any section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.15 Applicable Law and Forum. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, excluding Delaware’s conflicts of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All disputes and litigation arising out of or relating to this Agreement, including without limitation matters connected with its performance, shall be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal Courts sitting therein. The parties hereby irrevocably submit to the personal jurisdiction of such courts and irrevocably waive all objections to such venue.

[Signature page follows]

10

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, this Agreement has been signed on behalf of the Parties hereto by persons duly authorized in that behalf:

ASML Holding N.V.		Intel Corporation
SIGNATURE:	/s/ Eric Meurice	SIGNATURE:	/s/ Brian M. Krzanich
NAME:	Eric Meurice	NAME:	Brian M. Krzanich
TITLE:	Chief Executive Officer, Chairman of Management Board	TITLE:	Senior Vice President, Chief Operating Officer
DATE:	July 9, 2012	DATE:	July 9, 2012
ASML Holding N.V.
SIGNATURE:	/s/ Peter Wennink
NAME:	Peter Wennink
TITLE:	Chief Financial Officer, Member of the Management Board
DATE:	July 9, 2012

SIGNATURE PAGE TO EUV NRE FUNDING AGREEMENT

11

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

APPENDIX 1

ROADMAP

Below roadmaps are indicative and can be changed in ASML’s discretion, respecting the agreed upon Milestones.

12

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

APPENDIX 2

PROJECT EXPENDITURE ESTIMATE

This Appendix 2 stipulates the process related to the estimation of the Project Expenditures and the limited *** for temporary *** and it supersedes and has precedent over the terms set out in the EUV NRE Funding Agreement (“Agreement”). Project Expenditures due from Funding Partner are to be used only to fund the projects outlined below for EUV, with use of Funding Partner funds and identified in the Schedule 1 below for EUV development.

Availability of any funding from Funding Partner is contingent upon the Additional Closing and Funding Partner is not responsible for any funds absent such Additional Closing.

In the event that the Additional Closing does not occur, the Parties may enter in good faith discussions in order to renegotiate a new EUV NRE Funding Agreement, and the parties will meet to renegotiate those aspects of the Commercial Agreement related to the delivery of EUV tools.

1. Estimation:

ASML will update every year of the funding period and communicate before the end of each year, the updated estimate covering until the end of the funding period and an explanation of the changes. ASML’s preliminary estimate is as follows in Schedule 1 below.

ASML agrees to fund the EUV portion of the Project Expenditures in accordance with the annual amounts set out below in Schedule 1.

SCHEDULE 1

Project EUV

	2013	2014	2015	2016	2017	Totals 2013-2017
EUV High NA	***	***	***	***	***	***
EUV Source	***	***	***	***	***	***
EUV 300mm	***	***	***	***	***	***
EUV 450mm	***	***	***	***	***	***
Totals (EUV 300mm, 450mm, EUV High)	***	***	***	***	***	***
NRE Suppliers	***	***	***	***	***	***
Total EUV incl. NRE Suppliers	***	***	***	***	***	***
Agreed Funding	***	***	***	***	***	***
Resulting % yearly spread	***	***	***	***	***	***
Resulting estimated Yearly Funding	***	***	***	***	***	***

The Parties acknowledge that the numbers in the table in Schedule 1 are illustrative and that Funding Partner agreed to a total of €276,000,000 as set out in article 2.1 of this Agreement.

Within 3 months of signature of the Agreement, ASML and the Funding Partner will agree on a final update of this estimate, which will serve as the “Original Estimate”. ASML will fund at least €*** split as follows €*** for EUV High NA, €*** for EUV source, €*** for EUV 300mm

13

*** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

and *** for EUV 450mm, and such amounts are not *** or *** in any way, including upon the terms of any other agreement entered into by the Parties, including any agreements entered into contemporaneously with this Agreement.

Concurrently with the confirmation of the Original Estimate, and within 3 months of signature of the Agreement, ASML and the Funding Partner will agree on a set of action milestones, leading to a set of delivery milestones, enabled by the funding estimate. These milestones will constitute the “Original Milestone Plan”. The EUV project will be solely monitored through funding milestones through 20*** and EUV milestones will be mutually agreed and amended to the Milestone Plan by December 31, 20*** such that the EUV program will be monitored through delivery milestones beginning January 1, 20***.

The Project Expenditure estimate and the Milestone Plan will be updated yearly in good faith through mutual discussions with Funding Partner. Annual estimates for ASML’s Project Expenditures in each calendar year for EUV High NA, EUV source, and EUV 300mm in the Original Estimate may be adjusted +/-***% from the Original Estimate, and beyond ***% will require mutual agreement between ASML and Funding Partner.

2. Rights of ***:

ASML and Funding Partner will create a Technical Review Board” (TRB) including only technical personnel designated by each Party and responsible for creating and monitoring the Milestone Plan. Unless otherwise agreed in writing between the Parties, ASML agrees to invest in a given year up to a minimum of ***% of the Project Expenditures stipulated in *** for the EUV Program.

Notwithstanding Section *** in the Agreement, Funding Partner *** are subject to the following additional ***:, if (i) ASML *** to *** the ***% threshold of the *** for EUV on a given year, and (ii) *** to *** a milestone under the Milestone Plan then Funding Partner may *** its *** until *** by ASML. Prior to *** any *** to ASML, Funding Partner will give ASML a minimum of *** (***) *** prior notice of its *** to ***, during which time ASML will provide Funding Partner with a *** of its *** to *** the requirements under the Milestone Plan. The TRB will review the *** of the *** milestone. If the TRB determines that ASML has made a *** to *** on the Milestone, and the *** is not based on lack of ***, and if the TRB determines the *** were ***, Funding Partner will *** any *** to ASML.

Notwithstanding any delays by ASML, Funding Partner will abide by its commitment as stipulated in the Milestone Plan as determined by the TRB, including but not limited to the stipulated technical support, specification agreement, purchase order issue, etc,.

3. Notwithstanding Sections 6, Confidentiality, and ***, ***, ASML and Funding Partner will *** a *** setting out the *** related to the ***, ***, ***, and *** for *** provided by and *** funded by Funding Partner under this Agreement.

14

EX-4.34

Exhibit 4.34

Shareholder Agreement

relating to

ASML Holding N.V.

Between

Intel Holdings B.V.

and

Intel Corporation

and

Stichting Administratiekantoor MAKTSJAB

and

ASML Holding N.V.

Dated 12 September 2012

Contents

Section			Page
1	INTERPRETATION			5
2	SHARES HELD BY STICHTING; VOTING MATTERS			5
	2.1	Stichting Shares		5
	2.2	Attendance at General Meeting by Stichting		5
	2.3	Voting with Respect to Stichting Shares		6
	2.4	Voting Procedures		8
3	LIMITATIONS ON SHAREHOLDING			8
	3.1	Acquisition of Shares; Standstill		8
	3.2	Permitted Exceptions to Standstill		9
	3.3	Exchange of Depositary Receipts for Shares		10
	3.4	Notification Ownership		11
	3.5	4.99% outside Stichting		12
4	LOCK-UP			13
	4.1	Lock-Up Period		13
	4.2	Permitted Exceptions to Lock-Up		13
	4.3	Hostile Offer		14
	4.4	In Excess of Maximum Shareholding		14
5	NOTICE AND INFORMATION RIGHTS			15
	5.1	Event Notification		15
	5.2	Financial Information		15
6	TRANSFERS OF SHARES			16
	6.1	Limited Transferability		16
	6.2	Max 4% Market Sales		17
	6.3	Limited Transfer to Certain Competitors or Customers		17
	6.4	Proceeds of Transfer		17
7	DURATION AND TERMINATION			17
	7.1	Term		17
	7.2	Termination		18
	7.3	Survival		18
8	MISCELLANEOUS			18
	8.1	Further assurances; No Inconsistent Agreements		18
	8.2	Entire agreement		19
	8.3	No assignment		19
	8.4	Waiver		19
	8.5	Amendment		19

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	8.6	Third Party Rights	20
	8.7	Rescission; Remedies	20
	8.8	Costs	20
	8.9	Language	20
	8.10	Notices	20
	8.11	Invalidity	23
	8.12	Counterparts	23
	8.13	Dispute resolution	24
	8.14	Governing law	26
9	INVESTOR PARENT GUARANTEE		26

Schedules
Schedule 1	Definitions and Interpretations
Schedule 2	Conditions of Administration (including Stichting Articles)
Schedule 3	Specified Companies [omitted]
Schedule 4	Specified Customers [omitted]

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Shareholder Agreement

THE UNDERSIGNED:

(1) Intel Holdings B.V., a private limited liability company, incorporated in the Netherlands, with corporate seat in Amsterdam, and address at Capronilaan 37, 1119 NG, Schiphol-Rijk, the Netherlands, and trade register number 34361666 (“Investor”);

(2) Intel Corporation, a Delaware corporation, with address at 2200 Mission College Blvd, Santa Clara, 95054 California, United States of America, (“Investor Parent”);

(3) Stichting Administratiekantoor MAKTSJAB, a foundation incorporated in the Netherlands, with corporate seat in Amsterdam, and address at Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands, and trade register number 56002386 (the “Stichting”); and

(4) ASML Holding N.V., a limited liability company incorporated in the Netherlands, with corporate seat in Veldhoven and address at De Run 6501, 5504 DR, Veldhoven, the Netherlands, and trade register number 17085815 (the “Company”);

WHEREAS:

(A) The Company is a leading manufacturer of advanced technology systems for the semiconductor industry. It is continually developing new systems, devoting a significant portion of its financial resources to research and development. To support the continuous development of new technologies, the Company and Investor Parent entered into two NRE Agreements on 9 July, 2012, providing for Investor Parent funding a portion of the Company’s expenditures under its non-recurring engineering program.

(B) On 9 July, 2012, Investor Parent and the Company entered into an investment agreement (the “Investment Agreement”) relating to the issuance of Ordinary Shares (as defined herein) of the Company to the Stichting and the issuance of corresponding Depositary Receipts to Investor Parent or its Investor Designee (as defined in the Investment Agreement), pursuant to which Investor acquired Depositary Receipts in return for the consideration stated in the Investment Agreement. As a condition to the Investment Agreement, Investor and the Company will become a party to this Agreement.

(C) Investor is an indirect wholly-owned subsidiary of Investor Parent. Pursuant to an assignment and assumption agreement dated as of 9 July 2012, Investor

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Parent assigned all of its rights and obligations with respect to the purchase of the subject shares as set forth under the Investment Agreement to Investor.

(D) Parties now wish to enter into this Agreement in order to set out the agreed terms and conditions for Investor’s ownership of Shares (as defined herein).

1 INTERPRETATION

In this Agreement, unless the context otherwise requires, the definitions and provisions of Schedule 1 (Definitions and Interpretations) shall apply throughout.

2 SHARES HELD BY STICHTING; VOTING MATTERS

2.1 Stichting Shares

2.1.1 In exchange for the consideration paid by Investor to the Company, the Company has issued 62,977,877 Ordinary Shares to the Stichting by way of administration (ten titel van beheer), and the Stichting in turn has issued a corresponding number of Depositary Receipts to Investor.

2.1.2 All Stichting Shares shall be held in accordance with the Conditions of Administration and with due observance of the Stichting Articles. The Stichting is not allowed to amend its articles nor the Conditions of Administration nor to dissolve the Stichting without the prior consent of the Parties other than in accordance with this Agreement. In case of a conflict between any other provisions of this Agreement and the Conditions of Administration or the Stichting Articles, (i) the conflicting provisions of this Agreement shall prevail to the extent permitted by Law and (ii) the Parties shall take any action which may be necessary or appropriate in order to amend the Conditions of Administration or the Stichting Articles to be in accordance with such other provisions in this Agreement, any such amendment to be subject to the approval of the Parties.

2.2 Attendance at General Meeting by Stichting

2.2.1 As long as the Stichting holds Stichting Shares, the Stichting shall be authorised:

(a) to attend General Meetings and sign the attendance list; and

(b) to speak at General Meetings about any matters that come up for discussion, to the extent that the Stichting is instructed to do so, or represented, by Investor or its Affiliates Owning Depositary Receipts, in accordance with Section 2.3.

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2.2.2 The Stichting shall not vote on the Stichting Shares in the General Meeting with regard to any proposals made to the General Meeting unless the Stichting is instructed to do so by Investor or its Affiliates Owning Depositary Receipts or will be represented by Investor or its Affiliates Owning Depositary Receipts in accordance with Section 2.3.3.

2.3 Voting with Respect to Stichting Shares

2.3.1 Upon convocation by the Company of a General Meeting, the Company shall promptly notify the Stichting thereof.

2.3.2 The Stichting shall provide to Investor and its Affiliates Owning Depositary Receipts promptly, but in no event later than two (2) Business Days after receipt thereof, a copy of such notice and any other documents received therewith or related thereto.

2.3.3 The Stichting shall provide to Investor and its Affiliates Owning Depositary Receipts promptly upon convocation of any General Meeting, but in any event within two (2) Business Days after receipt of written request by Investor or its Affiliates Owning Depositary Receipts, a proxy with respect to the Stichting Shares and will make the relevant filings with the Company to allow Investor and such Affiliates to vote the Stichting Shares on (1) all matters, in the event that a Suspension Event occurs and is continuing regardless of the items on the agenda for such meeting or (2) in the absence of a continuing Suspension Event, on the following matters, when the agenda for such General Meeting contains one or more of them:

(i) any resolution to issue Shares or to grant rights to subscribe for Shares or to designate the Management Board as the authorized body to issue Shares or grant rights to subscribe for Shares, except if such resolution relates to less than twenty-five per cent (25%) (on an aggregate basis with all other amounts approved by resolution in the twelve (12)-month period preceding such General Meeting) of the issued and outstanding Shares at the date of such resolution;

(ii) any resolution to restrict or exclude, or grant authority to the Management Board or other authorized body to restrict or exclude, pre-emption rights accruing to shareholders of the Company in connection with any issue of Shares as described under subsection (i) above;

(iii) any resolution to authorize the Management Board to repurchase twenty-five per cent (25%) (on an aggregate basis with all other amounts approved by resolution in the twelve

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(12) month period preceding such General Meeting) or more of the issued and outstanding Shares at the date of such resolution;

(iv) any resolution to approve resolutions of the Management Board regarding a significant change in the identity or nature of the Company or its business within the meaning of article 2:107(a) of the Dutch Civil Code, including but not limited to:

1. the transfer (including by way of exclusive license) of all or substantially all of the business or assets of the Company and its subsidiaries to a Third Party;

2. the establishment or cancellation of any long-lasting co-operation by the Company or any of its subsidiaries with any other Person; provided, that such co-operation or the cancellation thereof is of essential importance to the Company; and

3. the acquisition or disposition of an interest in the capital of a Person or the assets thereof having a value of at least one-third (1/3) of the sum of all assets of the Company, as determined in accordance with the most recently adopted consolidated balance sheet of the Company prior to the General Meeting;

(v) any resolution to amend the articles of association of the Company that would (i) materially affect the specific voting rights set forth in 2.3.3 of this Agreement; (ii) materially affect the identity or nature of the Company or its business; or (iii) disproportionately (or uniquely) and adversely affect the rights or benefits attached to or derived from the Shares Owned by Investor and its Affiliates as an investor in the share capital of the Company as compared to the other holders of Shares of the same class as the Stichting Shares.

(vi) any resolution to dissolve the Company; or

(vii) any resolution to merge or demerge the Company resulting in a significant change in identity or nature of the Company or its business.

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2.4 Voting Procedures

2.4.1 Upon receipt of a proxy in accordance with Section 2.3.3, Investor and its Affiliates Owning Depositary Receipts may either (i) use such proxy to vote the Stichting Shares, or (ii) instruct the Stichting in writing with respect to the Stichting Shares, to speak at a General Meeting and to exercise their voting rights, in each case, in favour of or against any applicable proposed resolution at the applicable General Meeting.

2.4.2 Instructions made to the Stichting as referred to under Section 2.4.1 will become irrevocable on the second (2^nd) Business Day prior to the relevant General Meeting. Instructions or amendments to instructions received by the Stichting on or after the Business Day prior to the General Meeting shall not be accepted by the Stichting. Instructions as referred to under Section 2.4.1 must be sent in accordance with Section 8.10.

2.4.3 In the event Investor and its Affiliates Owning Depositary Receipts wish to vote in any General Meeting, or instruct the Stichting to vote at such General Meeting Investor, or each of Investor and its Affiliates Owning Depositary Receipts shall, no later than two (2) weeks before the date of such General Meeting, send written notice to the Company which notice will include the number of Shares Investor and each Affiliate Owning Depositary Receipts believes it has the right to vote or instruct voting on in the General Meeting and each proposed resolution where Investor and its Affiliates Owning Depositary Receipts believe they have such a right together with a reasonably detailed description of the basis therefor (a “Voting Notice”). Within two (2) Business Days after receipt of a Voting Notice, the Company shall send written notice to Investor and its Affiliates Owning Depositary Receipts including either (i) a confirmation that the Company agrees that Investor and its Affiliates Owning Depositary Receipts have the rights to vote and instruct the Stichting, as the case may be, on the Shares as set out in the Voting Notice, or (ii) a statement that the Company believes Investor and its Affiliates Owning Depositary Receipts may not vote or provide instructions with respect to such number of Shares as specified in the statement and/or, with respect to such resolutions as specified in the statement pursuant to this Agreement, in each case together with a reasonably detailed description of the basis therefor.

3 LIMITATIONS ON SHAREHOLDING

3.1 Acquisition of Shares; Standstill

3.1.1 As of the date of this Agreement until the date that is the earlier of (i) the sixth (6th) anniversary of the date of this Agreement and (ii) the occurrence of a Termination Event (until such earlier date, the “Standstill Period”), Investor and its Affiliates shall not, in the aggregate, without the prior written approval of

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the Company, in any manner acquire, agree to acquire, or make any proposal or offer to acquire, directly or indirectly, Ownership in excess of the Maximum Shareholding except as provided in Section 3.2.

3.1.2 Investor and its Affiliates shall transfer all Shares Owned by them to the Stichting in exchange for Depositary Receipts within ten (10) days of acquiring such Shares, except to the extent that Investor and its Affiliates would be permitted to exchange such Depositary Receipts for Shares or that Investor or its Affiliates would be permitted to retain such Shares pursuant to Section 3.3 or 3.5.

3.2 Permitted Exceptions to Standstill

3.2.1 The Standstill Period shall be suspended upon the occurrence and during the continuance of any Suspension Event as provided in this Section 3. The Company and Investor shall notify each other and the Stichting of any Suspension Event or the termination thereof in accordance with Section 5, to the extent they are aware of it.

3.2.2 In the event of a Third Party Acquisition, Investor and its Affiliates shall be permitted to in the aggregate acquire, agree to acquire, or make any proposal or offer to acquire, directly or indirectly, Ownership in excess of the Maximum Shareholding up to the amount Owned by the Third Party that engaged in such Third Party Acquisition (as such amount may be identified in the Company’s notice or the Third Party’s disclosure of its Ownership in a filing with the SEC or the AFM or otherwise) until Investor receives the Company’s notice of the termination of the Suspension Event in accordance with Section 5. Upon receipt by Investor of such notice, the limitations set forth in Section 3.1 shall no longer be suspended and shall apply to Investor and its Affiliates except as provided in Section 3.2.4.

3.2.3 In the event of a Third Party Offer or an announcement by the Company of its intention to enter into a Change of Control Transaction, Investor and its Affiliates shall be permitted to acquire or to make a competing offer to acquire Shares not Owned by Investor or its Affiliates, except that if the percentage of the Disclosed Shares Outstanding that are sought to be acquired in a Third Party Offer is less than thirty per cent (30%), Investor and its Affiliates may in the aggregate not acquire more than the percentage sought to be acquired in such Third Party Offer; provided that such right to acquire or to make an offer shall terminate upon receipt by Investor of notice in accordance with Section 5 that the Third Party Offer has been withdrawn or that the Third Party Offer or announced Change of Control Transaction has terminated, as the case may be, at which time the limitations set forth in Section 3.1 shall no longer be suspended and shall apply to Investor and its Affiliates as if no Third Party Offer or announcement of intention to enter into a Change of Control

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Transaction had occurred; and provided, further, that none of the limitations set forth in Section 3.1 are intended to limit or prohibit Investor and its Affiliates from completing any acquisition or competing offer commenced pursuant to Section 3.2.2 or Section 3.2.3 prior to receipt of the Company’s notice of termination of the Suspension Event.

3.2.4 If, after the termination of such Suspension Event, Investor and its Affiliates in the aggregate Own as a result of any acquisition or any competing offer made pursuant to Section 3.2.2 or Section 3.2.3, Shares in excess of nineteen-and-nine-tenths per cent (19.9%) of the Disclosed Shares Outstanding, Investor and its Affiliates shall be permitted to retain such Ownership. In such case, the “Maximum Shareholding” will be deemed to be the lower of (a) such percentage of the Disclosed Shares Outstanding Owned in the aggregate by Investor and its Affiliates immediately following such acquisition or competing offer and (b) in the case of any subsequent divestment of Shares by Investor or its Affiliates, the percentage Ownership held in the aggregate by Investor and its Affiliates immediately following such divestment, but in no event less than nineteen-and-nine-tenths per cent (19.9%) of the Disclosed Shares Outstanding. For the avoidance of doubt, the “Maximum Shareholding” may be increased again pursuant to Section 3.2.2 or Section 3.2.3, as applicable, in the event of any other Suspension Event.

3.2.5 Any Shares acquired by Investor and its Affiliates as allowed pursuant to the occurrence of a Suspension Event in accordance with Section 3.2 and continued to be Owned by Investor and its Affiliates following termination of a Suspension Event shall be deposited in the Stichting in exchange for Depositary Receipts, in accordance with Section 3.1.2, to the extent such Shares in the aggregate exceed the four-and-ninety-nine-one hundredths per cent (4.99%) holding limitation under Section 3.5.

3.3 Exchange of Depositary Receipts for Shares

3.3.1 Subject to Section 3.3.2 and Section 3.3.3, after the termination of the Lock-Up Period, Investor and its Affiliates may at any time exchange Depositary Receipts for Shares so long as such exchange does not cause the aggregate of Shares held by Investor and its Affiliates outside the Stichting, to exceed two per cent (2%) of the Disclosed Shares Outstanding (whereby any Shares held by Investor and its Affiliates outside the Stichting shall reduce the amount that may be exchanged accordingly). After the Standstill Period, Investor and its Affiliates may acquire Shares so long as the total aggregate number of Shares Owned by Investor and its Affiliates and not deposited with the Stichting is less than 4.99% of the Disclosed Shares Outstanding and all other Shares shall be deposited with the Stichting.

3.3.2 Notwithstanding any other provision in this Section 3.3, Investor and its

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Affiliates may exchange their Depositary Receipts for Shares in order to tender such Shares to the offeror in connection with a Third Party Offer or instruct the Stichting to tender the Stichting Shares as to which Investor holds Depositary Receipts in connection with such Third Party Offer.

3.3.3 All Depositary Receipts will be exchanged for the Shares corresponding to such Depositary Receipts upon the earliest to occur of:

(a) the first date that the aggregate of the Stichting Shares and the aggregate of Shares Owned by Investor and its Affiliates outside of the Stichting no longer represent at least two per cent (2%) of the Disclosed Shares Outstanding; and

(b) the date of notification by the Company of an aggregate Ownership of the Other Investors and their respective Affiliates, or deemed aggregate Ownership of the Other Investors and their respective Affiliates, in each case in accordance with Section 3.4.2, which together with the aggregate Ownership of Investor and its Affiliates at the time of such notification represents less than five per cent (5%) of the Disclosed Shares Outstanding; and

(c) a Termination Event.

3.3.4 Each of the Company and the Stichting shall use commercially reasonable best efforts to permit the prompt and timely exchange of Depositary Receipts for Shares for delivery by Investor and its Affiliates as contemplated in this Section 3.3, including in connection with a sale or Transfer thereof, and in all events, in a manner and in such period of time as to enable Investor and its Affiliates to comply with their obligations to deliver the Shares under applicable Law.

3.3.5 Subject to Section 7.2.2(a), if, at any time subsequent to an exchange of Depositary Receipts for Stichting Shares in accordance with Section 3.3.3(a) or (b) of this Agreement, the aggregate of Shares Owned by Investor and its Affiliates represents more than two per cent (2%) of Disclosed Shares Outstanding, Investor and its Affiliates shall be obligated to transfer all of their Shares in excess of four-and-ninety-nine-one hundredths per cent (4.99%) of the Disclosed Shares Outstanding to the Stichting in exchange for Depositary Receipts.

3.4 Notification Ownership

3.4.1 During any period in which the public registers held by the AFM do not reflect that Investor and its Affiliates together or any Other Investor and its respective Affiliates together own five per cent (5%) or more of the Disclosed Shares Outstanding, (i) Investor or Investor Parent may request the Company an

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aggregate together of no more than ten (10) times in any twelve (12) month period to provide Investor with a certified specification of the aggregate Ownership of the Other Investors and their respective Affiliates provided that with such request Investor shall provide the Company with a certified specification of its and its Affiliates’ Ownership and (ii) the Company may request Investor or Investor Parent an aggregate together of no more than ten (10) times in any twelve (12) month period to provide the Company with a certified specification of the Ownership of Investor and its Affiliates.

3.4.2 The Company shall provide Investor or Investor Parent with the information requested by Investor or Investor Parent pursuant to Section 3.4.1, certified by each of the relevant Other Investors in respect of its and its Affiliates’ Ownership to be true and correct as of the date of such certification, as soon as practicable, but in any event within twenty (20) Business Days from the date of receipt of such request, failing which the Other Investor or Other Investors and their respective Affiliates in respect of which no certified information is provided shall for the purpose of Section 3.3.3(b) be deemed to Own no Shares.

3.4.3 Investor shall provide the Company with the information requested by the Company pursuant to Section 3.4.1, certified by it to be true and correct as of the date of such certification, as soon as practicable, but in any event within ten (10) Business Days from the date of receipt of such request.

3.4.4 In the event of a request for information by Investor, Investor Parent or the Company pursuant to Section 3.4.1, the Company may request the Stichting, and the Stichting shall be obliged, to provide the Company with a specification of the number of Depositary Receipts Owned by Investor and its Affiliates.

3.4.5 The Company shall be permitted to disclose the information provided by Investor to the Company pursuant to Section 3.4.3 to each of the Other Investors.

3.4.6 The Company shall as soon as practicable, but in any event within three (3) Business Days from the date of receipt of the information provided by it to Investor pursuant to Section 3.4.2 and the information provided by Investor to the Company pursuant to Section 3.4.3 publish such information on its website.

3.5 4.99% outside Stichting

For the avoidance of doubt, Parties agree that:

(a) Investor and its Affiliates may acquire Shares from any Third Party without depositing such Shares with the Stichting to the extent that the aggregate of Shares Owned by Investor and its Affiliates not deposited

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with the Stichting, does not exceed 4.99% of the Disclosed Shares Outstanding (the “Outside Shares”);

(b) for the purpose of the standstill provisions of Section 3.1, the Outside Shares shall be included in the calculation of the number of Shares Owned by Investor and its Affiliates;

(c) the Lock-up provisions of Section 4.1 shall not apply to the Outside Shares, except as specified in Section 4.3; and

(d) Investor and its Affiliates shall be permitted to vote any Outside Shares in a General Meeting, except as provided in Section 4.4.1; and

(e) Shares Owned by one or more Non-Controlled Employee Benefit Plans that, in the aggregate, amount to less than one per cent (1%) of the Disclosed Shares Outstanding shall not be deemed Shares Owned by Investor or its Affiliates and shall not be subject to the provisions hereof.

4 LOCK-UP

4.1 Lock-Up Period

4.1.1 Except for any Transfer explicitly permitted or required under this Agreement, as of the date of this Agreement until the earliest of (i) 12 March 2015, (ii) the termination of the NRE Agreements or (iii) a Termination Event (the “Lock-Up Period”), neither Investor nor any of its Affiliates shall, without the prior written approval of the Company, in any manner, directly or indirectly, sell, assign, donate, gift, pledge, hypothecate, dispose of or transfer, in whole or in part to any Person (each such action, a “Transfer”), agree to Transfer, or make any proposal or offer to Transfer, directly or indirectly, or direct the Stichting to Transfer any Shares or Depositary Receipts issued to Investor or the Stichting pursuant to the Investment Agreement.

4.1.2 After termination of the Lock-up Period, Investor and its Affiliates Owning Depositary Receipts may direct the Stichting to Transfer any Stichting Shares to any Person, provided that such Transfer is in compliance with Sections 4.3, 6.2 and 6.3.

4.2 Permitted Exceptions to Lock-Up

Notwithstanding Sections 4.1, 6.2 and 6.3 and subject to Section 4.3, in the event of a Third Party Offer, Investor and its Affiliates shall be permitted to agree to tender and to tender or

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otherwise Transfer any or all of the Shares held by Investor and its Affiliates and to direct the Stichting to tender or otherwise Transfer any or all of the Stichting Shares to the offeror, and the Lock-Up Period shall be deemed not to be in effect so long as the Third Party Offer continues and through the consummation or withdrawal thereof; provided, that after the Third Party Offer is withdrawn or terminates, the limitations set forth in Section 4.1.1 shall again apply.

4.3 Hostile Offer

4.3.1 In the event of a Third Party Offer, or a publicly announced intention to make a Third Party Offer, which offer is not recommended to be accepted by the Supervisory Board or Management Board (a “Hostile Offer”) Investor and its Affiliates shall not until the earlier of (i) completion or withdrawal of such Third Party Offer; (ii) recommendation of such Third Party Offer by the Supervisory Board or Management Board or (iii) unless the Company has notified Investor that the Supervisory Board or the Management does not recommend or intend to recommend the relevant Third Party Offer, the lapse of 15 Business Days from the first public announcement of such Third Party Offer or intention to make such Third Party Offer:

(a) Transfer, agree to Transfer, or make any proposal or offer to Transfer, directly or indirectly, any Shares or Depositary Receipts or direct the Stichting to Transfer any Stichting Shares to any Third Party; or

(b) make any public statement of support of such Hostile Offer,

provided that Investor and its Affiliates shall be permitted to tender Shares, and to direct the Stichting to tender Shares, into such Hostile Offer either (x) at the last day of the acceptance period for such Hostile Offer, if no post-acceptance period for such Hostile Offer has been announced or (y) during the post-acceptance period of such Hostile Offer, if a post-acceptance period for such Hostile Offer has been announced.

4.3.2 Prior to any public announcement of an intention to make a Third Party Offer, Investor and its Affiliates shall not agree to tender or direct the Stichting to tender any Shares under any Third Party Offer, or otherwise Transfer any Shares or Depositary Receipts to any Person known to Investor or such Affiliate to be intending to make a Third Party Offer imminently, other than subject to recommendation of such Third Party Offer by the Supervisory Board or the Management Board.

4.4 In Excess of Maximum Shareholding

4.4.1 If Investor or the Company becomes aware of Investor and its Affiliates, in the aggregate, Owning Shares in excess of the Maximum Shareholding, it shall notify the other Parties. Investor and its Affiliates shall not vote on the Shares

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they Own in excess of the Maximum Shareholding.

4.4.2 In the event Investor and its Affiliates, in the aggregate, Own Shares in excess of the Maximum Shareholding at any time during the Lock-Up Period, Investor and its Affiliates shall dispose such number of Shares by which their Ownership exceeds the Maximum Shareholding within thirty (30) days from the date of the notice pursuant to Section 4.4.1, unless any action of the Company has caused the Investor and its Affiliates, in the aggregate, to Own Shares in excess of the Maximum Shareholding, in which event such disposal may be completed within twelve (12) months from the date of such notice.

5 NOTICE AND INFORMATION RIGHTS

5.1 Event Notification

For so long as Investor or any of its Affiliates holds any Depositary Receipts, the Company shall deliver to Investor and to the Stichting (as to the Stichting, to the extent not received by the Stichting as a shareholder of the Company):

(a) promptly, and no later than one (1) Business Day following the occurrence of any Suspension Event, a notice of such Suspension Event which notice will include the date and the nature of the Suspension Event, the identity of any Third Party involved in such Suspension Event, and such Third Party’s Ownership at the time of such notice to the extent this information is not public and the Company is allowed to do so;

(b) promptly, and no later than one (1) Business Day following the occurrence of any event terminating a Suspension Event, a notice of such termination, which notice will identify, as applicable, (i) the termination or withdrawal of any Third Party Offer, and (ii) to the extent known by the Company, the Ownership by the Third Party that is or includes a Control Investor of less than twenty per cent (20%) of the Disclosed Shares Outstanding as of the date of such notification, or by any other Third Party, less than thirty per cent (30%), of the Disclosed Shares Outstanding as of the date of such notification to the extent this information is not public and the Company is allowed to do so; and

(c) promptly, and no later than one (1) Business Day following the occurrence thereof, notice of any Termination Event.

5.2 Financial Information

For so long as Investor Parent applies the equity method of accounting to Investor Parent’s interest in the Shares under applicable accounting standards,

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the Company will prepare, in accordance with US GAAP, quarterly, semi-annual and annual financial statements having a scope of presentation that is substantially consistent with that of the quarterly, semi-annual and annual financial statements that the Company has published in the 12 months preceding the date of this Agreement and will make public or, in the absence of such publication by the Company, deliver such applicable statements to Investor no later than seventy (70) days after the last day of each fiscal quarter of the Company (the “Available Financial Information”). In the event that applicable standards for the equity method of accounting for SEC reporting by Investor would make it necessary for Investor to use financial information of the Company other than the Available Financial Information, upon Investor Parent’s reasonable request and at Investor Parent’s expense the Company will prepare such additional financial information in accordance with such applicable standards and requirements and deliver such information, to the extent permitted by applicable Law, to Investor Parent promptly but not later than seventy (70) days (or such shorter time period as may be required under applicable requirements at such time) after the last day of each fiscal quarter of the Company.

6 TRANSFERS OF SHARES

6.1 Limited Transferability

Except as otherwise provided herein, Investor and its Affiliates shall not Transfer any Stichting Shares or Depositary Receipts; provided, however, that

(a) Investor and its Affiliates may engage in Hedging with respect to any Stichting Shares or Depositary Receipts at any time, provided that such Hedging would not in any event require that any of the Stichting Shares be released from the Stichting or Depositary Receipts be transferred except as otherwise permitted by the other provisions of this Agreement; and

(b) Investor and its Affiliates Owning Depositary Receipts may transfer, assign or sell any Depositary Receipts to any Affiliate of Investor which is a wholly owned subsidiary of Investor Parent, which subsidiary will then be subject to the rights and obligations set forth in this Agreement with respect to such Depositary Receipts so transferred and any such transfers, assignments or sales shall not be Transfers for purposes of this Agreement; provided, that (i) Investor Parent shall guarantee the performance of all of such subsidiary’s obligations under this Agreement, and (ii) any such subsidiary shall transfer such Depositary Receipts back to Investor or another wholly-owned subsidiary of Investor Parent within five (5) calendar days after ceasing to be a wholly owned subsidiary of Investor Parent.

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(c) Investor shall transfer all Depositary Receipts Owned by it to a wholly-owned subsidiary of Investor Parent within five (5) calendar days after ceasing to be a wholly owned subsidiary of Investor Parent.

6.2 Max 4% Market Sales

In no event shall Investor and its Affiliates, without the prior written consent of the Company, Transfer Shares or direct the Stichting to Transfer Stichting Shares on Euronext Amsterdam, NASDAQ or any other securities exchange on which the Shares are then being traded (a “Market Sale”) during any six (6) month period that in the aggregate would exceed four per cent (4%) of the Disclosed Shares Outstanding immediately prior to such Market Sale. For the avoidance of doubt, no Transfer of Shares effected by way of a Block Trade or underwritten offering shall be deemed to constitute a Market Sale.

6.3 Limited Transfer to Certain Competitors or Customers

6.3.1 In no event shall Investor or its Affiliates, without the prior written consent of the Company, Transfer Shares or direct the Stichting to Transfer Stichting Shares in a Block Trade to a Specified Company.

6.3.2 In no event shall Investor or its Affiliates, without the prior written consent of the Company, Transfer Shares or direct the Stichting to Transfer Stichting Shares in a Block Trade to a Specified Customer unless the Specified Customer (i) agrees in advance to be bound by a shareholder agreement with the Company substantially similar to this Agreement and (ii) enters into such agreement effective as of the date of the Transfer. For the avoidance of doubt, in the event a Specified Customer agrees to be bound by such agreement, Investor or any of its Affiliates may Transfer Depositary Receipts to such Specified Customer, but shall not be permitted to instruct the Stichting to Transfer the Stichting Shares corresponding to such Depositary Receipts to such Specified Customer.

6.4 Proceeds of Transfer

The proceeds of any Transfer in compliance with this Agreement of Stichting Shares corresponding to the Depositary Receipts shall be paid directly to an account established by and in the name of Investor or its relevant Affiliate.

7 DURATION AND TERMINATION

7.1 Term

This Agreement is effective as of the date hereof and shall remain in effect for an indefinite period of time and cannot be terminated during such period, save

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as provided in Section 7.2.2.

7.2 Termination

7.2.1 Save as provided in Section 7.2.2, this Agreement cannot be terminated as long as Investor or any of its Affiliates Owns any Depositary Receipts.

7.2.2 This Agreement shall terminate, and, if applicable, all Depositary Receipts shall be promptly exchanged for the Shares corresponding to such Depositary Receipts, and the Stichting dissolved, upon the earliest to occur of the following dates or events:

(a) the date that is eighteen (18) months after an exchange of Depositary Receipts for Shares in accordance with Section 3.3.3(a) or (b), provided, that Investor was at no time during such eighteen (18) month period required to re-deposit Shares into the Stichting pursuant to this Agreement; and

(b) a Termination Event; and

(c) the winding up or liquidation of the Company, either on a voluntary or non-voluntary basis.

7.2.3 Upon the termination of this Agreement pursuant to Section 7.2.2, the Parties shall, as promptly as practicable, effect the exchange of any Depositary Receipts still outstanding for a corresponding number of Shares.

7.3 Survival

Sections 1 (Interpretation) and 8 (Miscellaneous) shall survive in the event of the termination of this Agreement.

8 MISCELLANEOUS

8.1 Further assurances; No Inconsistent Agreements

8.1.1 Each Party shall from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give such other Party the full benefit of this Agreement.

8.1.2 For the duration of the Lock-Up Period, the Company will not, without the prior written consent of Investor, enter into any agreement that provides for the issuance by the Company of Shares to any of its customers under a customer equity participation plan of a similar nature as contemplated by this Agreement and the NRE Agreements (i) on terms and conditions that are, in the aggregate, materially more favourable to such other customer than the terms

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and conditions contained in this Agreement and the NRE Agreements (including in respect of the ratio of the number of Shares to be subscribed by such customer to the NRE contribution by such customer to fund the Company’s expenditures under its non-recurring engineering program, without restriction on the subscription price per Share to be issued to such customer).

8.2 Entire agreement

This Agreement (including the agreements identified herein) contains the entire agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by Law which may be excluded by contract, and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

8.3 No assignment

Except as otherwise expressly provided in this Agreement, no Party may, unless with the prior written consent of the other Parties, assign, grant any security interest over or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement; provided, that Investor may assign any or all of its rights and obligations under this Agreement to an Affiliate which is a wholly-owned subsidiary of Investor Parent to which Investor or an Affiliate Owning Depositary Receipts transfers any Shares or Depositary Receipts; provided, that (i) Investor Parent shall guarantee the performance of all of such subsidiary’s obligations under this Agreement, and (ii) any such subsidiary shall transfer such Shares or Depositary Receipts back to Investor or another wholly-owned subsidiary of Investor Parent within five (5) calendar days after ceasing to be a wholly-owned subsidiary of Investor Parent. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

8.4 Waiver

No failure or delay of a Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of this Agreement shall be effective unless in writing and signed by or on behalf of the Party entitled to give such waiver.

8.5 Amendment

No amendment of this Agreement shall be effective unless in writing and

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signed by or on behalf of each of the Parties.

8.6 Third Party Rights

Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party (derdenbeding).

8.7 Rescission; Remedies

Each Party waives its right to rescind (ontbinden) this Agreement on the basis of section 6:265 of the Dutch Civil Code. Furthermore, a mistaken Party shall bear the risk of any mistake (dwaling) in making this Agreement. In the event of a breach of this Agreement by any of the parties, the other Party may be entitled to claim for damages (schadevergoeding) and/or specific performance (nakoming). Except as otherwise limited by this Agreement, the rights and remedies of the Parties hereunder are independent, cumulative and in addition, and without prejudice, to any rights or remedies which they would otherwise have hereunder

8.8 Costs

Unless this Agreement provides otherwise, all costs which a Party has incurred or must incur in preparing, concluding or performing this Agreement are for that Party’s own account. Notwithstanding the foregoing, in the event that any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party will recover all of such party’s costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

8.9 Language

The language of this Agreement is English, which is to be the official language of this Agreement’s text and interpretation, and all notices, minutes or meetings in connection with this Agreement shall be in writing in English or conducted in English. All demands, requests, statements, certificates or other documents or communications to be provided in connection with this Agreement must be in English or accompanied by a certified English translation, in which case the English translation prevails unless the document or communication is a statutory or other official document or communication

8.10 Notices

8.10.1 Any notice in connection with this Agreement must be:

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(a) in writing; and

(b) delivered by hand, e-mail, fax, registered post, courier, writ or petition as provided in Section 8.10.7.

8.10.2 Investor nominates the address referred to below as its place of residence at which notices may be served for all matters in connection with this Agreement:

Intel Holdings B.V.

c/o Intel Corporation 2200 Mission College Boulevard

Santa Clara, California 95054

USA

Attention: Intel Capital General Counsel

E-mail: marty.m.linne@intel.com

Fax: +1 (408) 653-9098

8.10.3 The Stichting nominates the address referred to below as its place of residence at which notices may be served for all matters in connection with this Agreement:

Claude Debussylaan 24

1082 MD Amsterdam

Attention: Jeroen van Dijk and Douglas Tessers

E-mail: j.vandijk@ant-trust.nl / d.tessers@ant-trust.nl

Fax: +31 20 - 522 25 00

8.10.4 The Company nominates the address referred to below as its place of residence at which notices may be served for all matters in connection with this Agreement:

De Run 6501

5504 DR, Veldhoven

The Netherlands

Attention: General Counsel

E-mail: robert.roelofs@asml.com

Fax: +31 40 268 4888

8.10.5 A copy of each notice shall be simultaneously sent (which shall not constitute notice):

(a) for Investor to:

Intel Capital Corporation

c/o Intel Corporation

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Attn: Intel Capital Portfolio Manager

2200 Mission College Blvd.

M/S RN6-59

Santa Clara, CA 95054

Email: portfolio.manager@intel.com

And:

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road

Palo Alto, California 94304

USA

Attention: Russell C. Hansen

Email: RHansen@gibsondunn.com

Fax: +1 650-849-5083

And:

NautaDutilh N.V.

Strawinskylaan 1999

1077 XV Amsterdam

The Netherlands

Attention: Gaike Dalenoord

Email: Gaike.Dalenoord@nautadutilh.com

Fax: +31 20-71-71-327

(b) for the Stichting to:

NautaDutilh N.V.

Strawinskylaan 1999

1077 XV Amsterdam

The Netherlands

Attention: Gaike Dalenoord

Email: Gaike.Dalenoord@nautadutilh.com

Fax: +31 20-71-71-327

(c) for the Company to:

De Brauw Blackstone Westbroek N.V.

Attention: Arne Grimme and Martin van Olffen

E-mail: arne.grimme@debrauw.com OR

martin.vanolffen@debrauw.com

Fax: +31 20 577 1775

8.10.6 A Party may from time to time nominate a different place for notice or contact

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person by notifying the other Parties of that new place for notice or contact person.

8.10.7 A notice will be deemed duly given or delivered (a) on the date of delivery if delivered personally, (b) on the date of sending if sent by e-mail, (c) upon electronic confirmation of receipt by facsimile if by facsimile but if not transmitted on a Business Day, the first Business Day following transmission, provided that a copy of such notice or other communication is promptly mailed by registered or certified mail, return receipt requested, postage prepaid, following the transmission of such facsimile, (d) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a nationally recognized next-day courier (or in the case of any recipients sending or receiving notices to Parties internationally, then on the second Business Day following the date of dispatch) or (e) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.

8.11 Invalidity

8.11.1 If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any Law:

(a) such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected and shall remain in full force and effect so long as the economic or legal substance of the transaction contemplated by this Agreement is not affected in any manner materially adverse to any party; and

(b) the Parties shall negotiate in good faith and use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision in a mutually acceptable manner, in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

8.12 Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile or electronic (.pdf) signature and a facsimile or electronic (.pdf) signature will constitute an original for all purposes.

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8.13 Dispute resolution

8.13.1 Subject to Section 8.13.10, all disputes being capable of settlement by arbitration under Dutch law arising out of, in connection with or relating to this Agreement, including any question(s) regarding its formation, existence, validity, enforceability, performance, interpretation or termination, shall be finally resolved by arbitration under the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (“ICC”), subject to the provisions of this Section 8.13.

8.13.2 Prior to arbitration for all matters other than an Injunctive Matter, however, the Party making the original claim shall provide the other Party with a written description of its claim against or dispute with the other Party, and one or more of the senior executives of each Party shall meet in an attempt to resolve such dispute or claim. If the disagreements cannot be resolved by the senior management after thirty (30) days from the date any Party made a written demand for resolution, either Party may submit such dispute(s) to arbitration in accordance with the provisions of this Section 8.13.

8.13.3 There shall be three (3) arbitrators: The claimant shall nominate one (1) co-arbitrator in the request for arbitration; respondent shall nominate one co-arbitrator in the answer to the request; and the two co-arbitrators, once appointed, shall have thirty (30) days to nominate the chair, failing which the third arbitrator shall be appointed by the ICC Court of International Arbitration.

8.13.4 The place of arbitration shall be London, England. Any hearings or meetings in connection with such arbitration shall take place in London, England or such other place as the Parties may agree.

8.13.5 The language of the arbitration shall be English. Documents and written testimony may be submitted in any language; provided that the Party submitting such documents and written testimony shall provide, at its own expense, a translation of the relevant portions of documents and the entirety of the written testimony in the English language.

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8.13.6 In matters relating to evidence and disclosure, the arbitral tribunal shall be guided by the International Bar Association Rules on the Taking of Evidence in International Arbitration (2010).

8.13.7 The arbitration award shall be final and binding. The Parties expressly agree that no application under Section 45 of the English Arbitration Act 1996 and no leave to appeal under Section 69 of the English Arbitration Act of 1996 shall be sought with respect to any question of law arising during the course of the arbitration or with respect to any award made.

8.13.8 The Parties agree to maintain the confidentiality of the arbitral proceedings, including the existence of the same and the status of the hearings, and shall act in accordance with the non-disclosure arrangements agreed between the Parties in connection with the Investment Agreement. In addition, the Parties undertake to maintain the confidentiality of any information and documents produced in the arbitration proceedings by another Party as well as the confidentiality of witness statements, witness testimony, and transcripts, and of any materials created by the arbitral tribunal for the purpose of the arbitration proceedings, including any order(s) and award(s). Notwithstanding the foregoing, if the disclosure of the arbitral proceedings, or of any of the aforementioned information, testimony, transcripts, documents, and materials, including any order(s) and award(s), is required by applicable Law or is compelled by a court or other Governmental Entity, the Parties shall act in accordance with Section 4.9 of the Investment Agreement.

8.13.9 Nothing in this Section 8.13 shall prevent any Party, before an arbitration has commenced under this Section or any time thereafter, from applying for conservatory and interim relief measures (an “Injunctive Matter”), including, but not limited to, temporary restraining orders or preliminary injunctions, or their equivalent, from any court of competent jurisdiction. The Parties hereby agree to opt-out of the Emergency Arbitrator Provisions under Article 29 of the ICC Rules; such Emergency Arbitrator Provisions shall not apply to any disputes arising out of, in connection with or relating to this Agreement.

8.13.10 Each Party hereby irrevocably consents to and agrees to accept and acknowledge service at the address for such process set forth in Section 8.10 of any and all process against such party in any legal proceeding as contemplated in this Section 8.13.

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8.13.11 This Section 8.13 shall survive the termination of this Agreement for any reason.

8.14 Governing law

This Agreement and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, shall be governed by and construed in accordance with the Law of the Netherlands.

9 INVESTOR PARENT GUARANTEE

Investor Parent irrevocably and unconditionally guarantees to the Company and the Stichting the due performance by Investor of its obligations under this Agreement.

[SIGNATURE PAGES FOLLOW]

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AGREED AND SIGNED BY:

Intel Holdings B.V.
/s/ Tiffany Doon Silva		/s/ Shlomo Cohen
Name:	Tiffany Doon Silva	Name:	Shlomo Cohen
Title:	Director A	Title:	Director B
Date:		Date:

[Intel Shareholder Agreement Signature Page]

Intel Corporation
/s/ Cary Klafrer		/s/ Douglas M. Lusk
Name:	Cary Klafrer	Name:	Douglas M. Lusk
Title:	Corporate Secretary	Title:	Assistant Treasurer
Date:		Date:

[Intel Shareholder Agreement Signature Page]

Stichting Administratiekantoor MAKTSJAB
/s/ Hieronymus Maria van Dijk		/s/ Douglas Charles Tessers
Name:	Hieronymus Maria van Dijk	Name:	Douglas Charles Tessers
Title:	Director	Title:	Director
Date:		Date:

[Intel Shareholder Agreement Signature Page]

ASML Holding N.V.
/s/ Peter Wennink		/s/ Eric Meurice
Name:	Peter Wennink	Name:	Eric Meurice
Title:	Chief Financial Officer	Title:	Chief Executive Officer
Date:		Date:

[Intel Shareholder Agreement Signature Page]

Schedule 1 Definitions and Interpretations

1. Definitions

Any capitalised term, including those used in the introduction and preamble of this Agreement, has the meaning as defined below:

“Affiliate” means, with respect to any Person, any corporation, partnership, or other business or legal entity that, directly or indirectly, controls, is controlled by, or is under common control with such Person. The term “control” means, for purposes of this definition, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or by contract. Control will be presumed if one entity owns, either of record or beneficially, fifty per cent (50%) or more of the capital stock or share capital entitled to vote for the election of directors of the entity or fifty per cent (50%) or more of equity or voting interest of the entity. For the avoidance of doubt, for purposes of this Agreement, the officers and directors of Investor and any Person or Persons of which they are Affiliates (other than Investor and its subsidiaries as to which Investor owns, either of record or beneficially, fifty per cent (50%) or more of the capital stock or share capital entitled to vote for the election of directors of the entity or fifty per cent (50%) or more of equity or voting interest) shall not be deemed Affiliates of Investor;

“AFM” means the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten).

“Agreement” means this Shareholder Agreement, including any and all of its Schedules as attached hereto;

“Amsterdam Shares” means the registered Ordinary Shares of the Company listed for trading on NYSE Euronext Amsterdam;

“Available Financial Information” has the meaning set out in Section 5.2;

“Block Trade” means a transaction in which Investor or any of its Affiliates Transfers Shares to a Third Party or Third Parties identified to Investor or its Affiliates in a privately negotiated Transfer;

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are authorized by Law to be closed in The City of New York or Amsterdam, The Netherlands;

“Change of Control Transaction” means any transaction or series of transactions (whether structured as a stock purchase, merger, consolidation, reorganization, change in organizational form, spin-off, split-off, recapitalization, sale of equity interests or other

similar transaction or otherwise) that results directly or indirectly, in the shareholders of the Company immediately prior to such transaction or transactions ceasing to be entitled to exercise at least fifty per cent (50%) of the votes in the General Meeting or in the general meeting of shareholders of the entity resulting from such transaction or series of transactions;

“Company” has the meaning set out in the preamble;

“Conditions of Administration” means the conditions under which the Stichting holds the Stichting Shares and issues the Depositary Receipts in the form attached as Schedule 2, as may be amended;

“Control Investor” means a Third Party other than a financial institution, bank, insurance company, mutual fund, pension fund or other institutional investor which acquires equity securities of operating companies in the ordinary course of its business solely as a “passive” investment without any purpose, nor with the objective, of changing or influencing the control of the operating company, nor in connection with or as a participant in any transaction having such purpose or objective. Without limiting the foregoing, a Control Investor would include (i) any Person whose principal business operates in the semiconductor manufacturing or design or semiconductor manufacturing equipment industry or (ii) any private equity investment firm that raises capital for, and acts as an investment manager in connection with, the making of investments in the equity of operating companies with the purpose of changing or influencing the control of such operating companies or (iii) a Third Party of any kind which states or announces, or discloses in a filing with the SEC (which may include a filing on Schedule 13D) or AFM, any plan or intention, with respect to the Shares acquired or to be acquired by such Third Party, to change or influence the control of the Company;

“Depositary Receipts” means the depositary receipts issued by the Stichting to Investor or any of its Affiliates corresponding with the Stichting Shares;

“Disclosed Shares Outstanding” means, as to any date of determination, the Company’s total number of Shares outstanding as disclosed by the Company in its most recent Form 20-F or Form 6-K filed with the SEC or as certified by an officer of the Company in a notice delivered to Investor subsequent to such filing;

“Employee Benefit Plan” means any plan, agreement or arrangement (including without limitation any “employee benefit plan” as defined in Section 3(3) of ERISA) and any trust or other funding medium relating thereto with respect to which Investor has or may have any liability or whereby Investor and any of its Affiliates provides or is obligated to provide any benefit, to any current or former officer, director, employee or other individual, including, without limitation, any profit sharing, “golden parachute,” deferred compensation, incentive compensation, stock option, stock purchase, Code Section 125

cafeteria plan or flexible benefit arrangement, rabbi trust, severance, retention, supplemental income, change in control, fringe benefit, perquisite, pension, retirement, health or insurance plans, agreements, or arrangements.

“Euronext Amsterdam” means the stock exchange of Euronext Amsterdam by NYSE Euronext, the regulated market of Euronext Amsterdam N.V. or, in the event the Ordinary Shares of the Company are no longer traded on such exchange, the principal exchange on which such Ordinary Shares are then traded;

“General Meeting” means the Company’s general meeting of shareholders;

“Governmental Entity” means any federal, national, supranational, state, provincial, local or similar government, governmental, regulatory, administrative or quasi-governmental authority, branch, office agency, commission or other body, or any court, tribunal, or arbitral or judicial body (including any grand jury) in any jurisdiction;

“Hedging” means any swap, derivative transaction or similar arrangement entered into by Investor or its Affiliates and any other Person to manage investment risk in relation to any Shares or Depositary Receipts;

“Hostile Offer” has the meaning set out in Section 4.3.1;

“ICC” has the meaning set out in Section 8.13.1;

“ICC Rules” has the meaning set out in Section 8.13.1;

“Injunctive Matter” has the meaning set out in Section 8.13.9;

“Investment Agreement” has the meaning set out in Recital (B);

“Investor” means Intel Holdings B.V., a private limited liability company, incorporated in the Netherlands;

“Investor Parent” means Intel Corporation, a Delaware corporation;

“Law” means any applicable statute, law, ordinance, regulation, directive, rule, code, executive or other order, injunction, judgment, decree, writ, order or other requirement, including any successor provisions thereof, of any Governmental Entity;

“Lock-Up Period” means the period referred to in Section 4.1.1;

“Management Board” means the management board of the Company;

“Market Sale” has the meaning set out in Section 6.2;

“Maximum Shareholding” means nineteen-and-nine-tenths per cent (19.9%) of the Disclosed Shares Outstanding, or such higher percentage as provided for in Section 3.2;

“New York Shares” means the registered Shares of the Company, each representing one Ordinary Share, listed for trading on the NASDAQ Stock Market;

“Non-Controlled Employee Benefit Plan” shall mean an Employee Benefit Plan for which neither Investor nor any of its Affiliates exercises discretionary authority or control with respect to management of assets of the Employee Benefit Plan or the disposition of assets held in such Employee Benefit Plan or in relation to which Investor is acting in partnership or concert with in relation to the Shares;

“NRE Agreements” mean the agreements, dated 9 July 2012, entered into by Investor Parent and the Company setting forth the terms of Investor Parent’s contribution to the funding of new technologies;

“Ordinary Shares” means the ordinary shares of the Company. For purposes of this Agreement, references to Ordinary Shares include both New York Shares and Amsterdam Shares;

“Other Investor” has the meaning set out in the Investment Agreement;

“Outside Shares” has the meaning set out in Section 3.5;

“Own” or “Ownership” means legal or beneficial ownership (including but not limited to shares held for the account of the beneficial owner), directly or indirectly, of any Shares;

“Parties” means Investor, the Stichting and the Company, and “Party” means any one of them or the relevant one of them, as the context requires;

“Person” means individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity including any Governmental Entity.

“Schedule” means any Schedule as attached to and forming a part of this Agreement;

“SEC” means the United States Securities and Exchange Commission;

“Shares” means the Ordinary Shares in the authorised share capital of the Company, any Class M Shares in the authorised share capital of the Company and/or any other shares of any category issued, except any category of shares issued to Stichting Preferente Aandelen ASML or issuable upon exercise of an option by Stichting Preferente Aandelen ASML;

“Specified Company” means a company that receives substantial revenues from the sale of products and services that compete with the principal products and services of the

Company and whose name is set out on Schedule 3, as the same may be amended by the Company upon notice to Investor pursuant to Section 8.10 no more than once per year to reflect the Company’s good faith determination that a change has taken place in the identity of its principal competitors; provided, however, that such Schedule shall include no more than five (5) companies at any one time;

“Specified Customer” means a company that is a customer of the Company accounting for at least ten per cent (10%) of the revenues of the Company in the last twelve (12) months and whose name is set out on Schedule 4, as the same may be amended by the Company upon notice to Investor pursuant to Section 12.10 no more than once per year to substitute any other customer that accounted for at least ten per cent (10%) of the Company’s revenues in the last twelve (12) months; provided, however, that such Schedule shall include no more than five (5) companies at any one time;

“Standstill Period” has the meaning set out in Section 3.1.1;

“Stichting” has the meaning set out in the preamble;

“Stichting Articles” means the articles of association of the Stichting, as attached hereto in draft in Schedule 2 (as the same may be amended from time to time);

“Stichting Shares” means the Shares of the Company held by the Stichting by way of administration (ten titel van beheer);

“Supervisory Board” means the supervisory board of the Company;

“Suspension Event” means (a) a Third Party Acquisition, (b) a Third Party Offer or (c) the Company’s announced intention to enter into a Change of Control Transaction; provided, that for purposes of this definition, a “Suspension Event” is deemed to be continuing (i) with respect to clause (a), so long as such Third Party possesses Ownership representing at least thirty per cent (30%), or, in the case of a Control Investor, twenty per cent (20%), of the Disclosed Shares Outstanding; (ii) with respect to clause (b), so long as such Third Party’s offer has not been withdrawn, terminated or completed and (iii) with respect to clause (c), so long as such announced Change of Control Transaction has not been terminated or completed;

“Termination Event” means (i) the completion of the acquisition or series of acquisitions of Shares by a Third Party as a direct or indirect result of which, the shareholders of the Company immediately prior to such transaction or transactions cease to hold at least fifty per cent (50%) of the Company’s outstanding Shares; (ii) the Company’s completion of a Change of Control Transaction; or (iii) the involuntary delisting of the Ordinary Shares from Euronext Amsterdam or the NASDAQ Stock Market; or (iv) the voluntary delisting by the Company of the Ordinary Shares from Euronext Amsterdam or the NASDAQ Stock

Market except where the Company has moved its listing in the United States from the NASDAQ Stock Market to the New York Stock Exchange;

“Third Party” means a Person other than the Company, Investor or an Affiliate of Investor, and includes any two (2) or more of such Persons acting together as a group for the purpose of acquiring, holding or disposing of securities of the Company, and all Shares subject to any offer by, or acquired or Owned by such Third Parties and Affiliates of such Third Parties will be aggregated together for the purposes of this Agreement;

“Third Party Acquisition” means the completion of any transaction or series of transactions as a direct or indirect result of which (i) a Control Investor Owns at least twenty per cent (20%) of the Disclosed Shares Outstanding or (ii) any Third Party Owns at least thirty per cent (30%) of the Disclosed Shares Outstanding, provided, that a Third Party Acquisition will not include a Change of Control Transaction;

“Third Party Offer” means a bona fide public offer by (i) any Control Investor to acquire, directly or indirectly, Ownership of at least twenty per cent (20%) of the Disclosed Shares Outstanding or (ii) any Third Party to acquire, directly or indirectly, Ownership of at least thirty per cent (30%) of the Disclosed Shares Outstanding;

“Transfer” has the meaning set out in Section 4.1.1;

“U.S. GAAP” means United States generally accepted accounting principles as in effect from time to time;

“Voting Notice” has the meaning set out in Section 2.4.3.

2. Headings and references to Sections, Schedules and Paragraphs

(a) Headings have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of this Agreement.

(b) A reference in this Agreement to:

(i) a Section or Schedule is to the relevant Section of or Schedule to this Agreement; and

(ii) a Paragraph is to the relevant Paragraph of the relevant Schedule.

3. Information

References to books, records or other information include books, records or other information stored in any form, including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers.

4. Other references

(a) Whenever used in this Agreement, the words ‘include’, ‘includes’ and ‘including’ are deemed to be followed by the phrase ‘without limitation’, ‘but not limited to’, or other equivalents.

(b) Whenever used in this Agreement, the words ‘as of’ include the day or moment in time specified thereafter.

(c) Any reference in this Agreement to any gender includes all genders, and words importing the singular include the plural and vice versa.

EX-8.1

Exhibit 8.1

List of main subsidiaries

Legal Entity	Country of Incorporation
Main subsidiaries of ASML Holding N.V. 1: ASML Netherlands B.V.	Netherlands (Veldhoven)
ASML MaskTools B.V.	Netherlands (Veldhoven)
ASML Systems B.V.	Netherlands (Veldhoven)
ASML Motion B.V. 2	Netherlands (Oirschot)
ASML Motion Sub B.V. 3	Netherlands (Oirschot)
ASML Germany GmbH	Germany (Dresden)
ASML France S.a.r.l.	France (Montbonnot)
ASML (UK) Ltd.	UK (Paisley (Scotland))
ASML Israel (2001) Ltd.	Israel (Ramat-Gan)
ASML Ireland Ltd.	Ireland (Dublin)
ASML Dublin Ltd.	Ireland (Dublin)
ASML Italy S.r.l.	Italy (Avezzano)
ASML Hong Kong Ltd.	Hong Kong SAR
ASML Singapore Pte. Ltd.	Singapore
ASML Korea Co. Ltd.	Korea (Kyunggi-Do)
ASML Japan Co. Ltd.	Japan (Kawasaki-shi, Kanagawa-Ken)
ASML Lithography Facilities Science and Technology Co. Ltd.	China (Tianjin)
ASML Taiwan Ltd.	Taiwan (Hsinchu)
ASML Equipment Malaysia Sdn. Bhd.	Malaysia (Penang)
ASML Belgium BVBA	Belgium (Essen)
ASML Belgium Finance CV	Belgium (Essen)
Brion Technologies (Shenzhen) Co. Ltd.	China (Shenzhen)
Brion Technologies, Inc.	US (Delaware)
ASML US, Inc.	US (Delaware)
ASML Capital US, Inc	US (Delaware)
ASML MaskTools, Inc.	US (Delaware)
ASML Participations US Inc.	US (Delaware)
Lehrer Pearson, Inc.	US (Delaware)
ASML Ventures 1, Inc.	US (Delaware)
Kona Acquisition Company, Inc.	US (Reno, Nevada)
Kona Technologies, LCC	US (Reno, Nevada)
eLith LLC.	US (Delaware)
ASML Hong Kong Logistic Services Ltd.	Hong Kong SAR

1 All of our subsidiaries are (directly or indirectly) wholly-owned, with exception of Elith LLC, in which we hold an interest of 50%.

2 Wijdeven Motion Holding B.V. was renamed to ASML Motion B.V.

3 Wijdeven Motion B.V. was renamed to ASML Motion Sub B.V.

EX-12.1

Exhibit 12.1

Certification of the Chief Executive Officer

I, Eric Meurice, certify that:

1. I have reviewed this annual report on Form 20-F of ASML Holding N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading 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 present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in 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 designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’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 control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: February 12, 2013

/s/ Eric Meurice

Eric Meurice, Chief Executive Officer

Certification of the Chief Financial Officer

I, Peter T.F.M. Wennink, certify that:

1. I have reviewed this annual report on Form 20-F of ASML Holding N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading 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 present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in 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 designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’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 control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: February 12, 2013

/s/ Peter T.F.M. Wennink

Peter T.F.M. Wennink, Chief Financial Officer

EX-13.1

Exhibit 13.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 20-F of ASML Holding N.V. (the “Company”) for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Eric Meurice, as Chief Executive Officer of the Company, and Peter T.F.M. Wennink, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(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 of operations of the Company.

/s/ Eric Meurice

Name: Eric Meurice

Title: Chief Executive Officer

Date: February 12, 2013

/s/ Peter T.F.M. Wennink

Name: Peter T.F.M. Wennink

Title: Chief Financial Officer

Date: February 12, 2013

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of section 18 of the Securities Exchange Act of 1934.

EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

To the Supervisory Board and Shareholders of ASML Holding N.V.:

We consent to the incorporation by reference in the following Registration Statements on Form S-8 (Nos. 333-109154, 333-105600, 333-116337, 333-126340, 333-136362, 333-141125, 333-142254, 333-144356, 333-147128, 333-153277, 333-162439 and 333-170034) of our report dated February 12, 2013, relating to the financial statements of ASML Holding N.V. and subsidiaries (collectively, the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of the Company for the year ended December 31, 2012.

/s/ Deloitte Accountants B.V.

Deloitte Accountants B.V.

Eindhoven, The Netherlands

February 12, 2013

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

30. Subsequent Events

On february 5, 2013, the Cymer Stockholders approved the previously announced merger agreement, dated October 16, 2012 at the special meeting of Cymer Stockholders. See Note 25 for additional information.

XML

Research and development costs (Details) (EUR €) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Research and development costs (Textual) [Abstract]
Research and Development credits as included in Research and Development costs	€ 17.9	€ 25.1	€ 29.5

XML

Long-term debt (Tables)

12 Months Ended

Dec. 31, 2012

Long-term debt/Lines of credit [Abstract]

Long-term debt

As of December 31 (in thousands)	2012 EUR		2011 EUR
Eurobond, carrying amount		710,095		695,618
Loan headquarter building1		32,366		33,795
Other		17,029		6,955
Long-term debt		759,490		736,368
Less: current portion of long-term debt		3,610		2,587
Non-current portion of long-term debt		755,880		733,781

1 This loan relates to our Variable Interest Entity, see Note 11.

Principal repayments and other borrowing arrangements

(in thousands)	EUR
2013		3,610
2014		3,535
2015		3,535
2016		3,535
2017		603,535
Thereafter		31,644
Long-term debt		649,394
Less: current portion of long-term debt		3,610
Non-current portion of long-term debt		645,784

Summary of carrying amount of outstanding Eurobond and fair value of interest rate swaps

As of December 31 (in thousands)	2012 EUR		2011 EUR
Principal amount		600,000		600,000
Fair value interest rate swaps1		110,095		95,618
Carrying amount		710,095		695,618

1 The fair value of the interest rate swaps excludes accrued interest.

Estimated fair value of Eurobond

As of December 31 (in thousands)	2012 EUR		2011 EUR
Principal amount		600,000		600,000
Carrying amount		710,095		695,618
Fair value 1		700,644		640,500

1 Source: Bloomberg Finance LP

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Other assets (Tables)

12 Months Ended

Dec. 31, 2012

Other assets [Abstract]

Other current assets

As of December 31 (in thousands)	2012 EUR		2011 EUR
Advance payments to Zeiss		70,257		66,203
Prepaid expenses		64,708		56,300
Derivative financial instruments		50,097		33,817
VAT		25,215		47,543
Other receivables		35,728		34,232
Other current assets		246,005		238,095

Other non current assets

As of December 31 (in thousands)	2012 EUR		2011 EUR
Advance payments to Zeiss		183,025		187,950
Derivative financial instruments		101,651		92,534
Compensation plan assets1		12,080		10,577
Prepaid expenses		4,462		5,749
Subordinated loan granted to lessor in respect of Veldhoven headquarters 2		5,445		5,445
Other		4,875		4,996
Other non-current assets		311,538		307,251

1 For further details on compensation plan assets see Note 17.

2 For further details on the loan granted to lessor in respect of Veldhoven headquarters see Note 11.

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Other assets (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011
Other current assets
Advance payments to Zeiss	€ 70,257,000		€ 66,203,000
Prepaid expenses	64,708,000		56,300,000
Derivative financial instruments	50,097,000		33,817,000
VAT	25,215,000		47,543,000
Other receivables	35,728,000		34,232,000
Other current assets	246,005,000		238,095,000
Other non current assets
Advance payments to Zeiss	183,025,000		187,950,000
Derivative financial instruments	101,651,000		92,534,000
Compensation plan assets	12,080,000	[1]	10,577,000	[1]
Prepaid expenses	4,462,000		5,749,000
Subordinated loan granted to lessor in respect of Veldhoven headquarters	5,445,000	[2]	5,445,000	[2]
Other	4,875,000		4,996,000
Other non-current assets	311,538,000		307,251,000
Other assets (Textual) [Abstract]
Tax prepayment on intercompany profit, not realized	€ 29,800,000		€ 27,500,000
Repayment of lens deliveries	12 months

[1] For further details on compensation plan assets see Note 17.

[2] For further details on loan granted to lessor in respect of Veldhoven headquarters see Note 11.

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Commitments, contingencies and guarantees (Tables)

12 Months Ended

Dec. 31, 2012

Commitments, contingencies and guarantees/Legal contingencies [Abstract]

Contractual obligations

Payments due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Long-Term Debt Obligations, including interest expense 1		831,194		39,801		39,726		39,726		39,726		639,726		32,489
Operating Lease Obligations		98,827		32,195		22,267		17,192		13,465		5,265		8,443
Purchase Obligations		1,643,955		1,557,021		84,012		2,876		32		14		-
Unrecognized Tax Benefits, including interest expense		59,967		2,964		4,209		-		-		16,957		35,837
Total Contractual Obligations		2,633,943		1,631,981		150,214		59,794		53,223		661,962		76,769

1 See Note 14 for the amounts excluding interest expenses.

Purchase options

Purchase options due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Purchase options		22,982		-		8,999		-		13,983		-		-

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Long-term debt (Details 1) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Principal repayments and other borrowing arrangements
Long-term debt	€ 759,490	€ 736,368
Less: current portion of long-term debt	3,610	2,587
Non-current portion of long-term debt	755,880	733,781
Long-term Debt [Member]
Principal repayments and other borrowing arrangements
2013	3,610
2014	3,535
2015	3,535
2016	3,535
2017	603,535
Thereafter	31,644
Long-term debt	649,394
Less: current portion of long-term debt	3,610
Non-current portion of long-term debt	€ 645,784

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Segment Disclosure (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011		Dec. 31, 2010
Net Sales for new and used systems
Net system sales	€ 3,801,632	€ 4,883,913	[1]	€ 3,894,742
New Systems [Member]
Net Sales for new and used systems
Net system sales	3,620,260	4,780,720		3,704,290
Used Systems [Member]
Net Sales for new and used systems
Net system sales	€ 181,372	€ 103,193		€ 190,452

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

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Finance receivables (Tables)

12 Months Ended

Dec. 31, 2012

Account/Finance receivables [Abstract]

Components of finance receivables

As of December 31 (in thousands)	2012 EUR		2011 EUR
Finance receivables, gross		309,616		78,853
Unearned interest		(5,828)		-
Finance receivables, net		303,788		78,853
Current portion of finance receivables, gross		268,617		78,853
Current portion of unearned interest		(3,450)		-
Non-current portion of finance receivables, net		38,621		-

Finance receivables due for payment

(in thousands)	EUR
2013		268,617
2014		7,501
2015		7,516
2016		13,681
2017		12,301
Thereafter		-
Finance receivables, gross		309,616

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Interest income and expense

12 Months Ended

Dec. 31, 2012

Interest income and expense [Abstract]

Interest income and expense

24. Interest income and expense

Interest income of EUR 16.6 million (2011: EUR 41.2 million and 2010: EUR 15.1 million) mainly relates to interest income on deposits, short-term investments, money market funds and on bank accounts. Interest expense of EUR 22.8 million (2011: EUR 33.8 million and 2010: EUR 23.3 million) mainly consists of net interest expense of our Eurobond and related interest rate swaps.

Interest on cash pools is reported on a gross basis in the consolidated statements of operations under both interest income and interest expense. From an economic and legal perspective the interest on cash pools of EUR 4.2 million (2011: EUR 6.8 million and 2010: EUR 3.6 million) recorded in interest income nets off against the same amount recorded in interest expense.

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Long-term debt (Details 2) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2007
Summary of carrying amount of outstanding Eurobond and fair value of interest rate swaps
Principal amount	€ 600,000		€ 600,000
Carrying amount	710,095	695,618
5.75 percent Eurobond [Member]
Summary of carrying amount of outstanding Eurobond and fair value of interest rate swaps
Principal amount	600,000	600,000
Fair value interest rate swaps	110,095	95,618
Carrying amount	€ 710,095	€ 695,618

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Related Party Transactions (Details) (EUR €)	12 Months Ended					6 Months Ended		1 Months Ended
	Dec. 31, 2012 Person	Dec. 31, 2011		Dec. 31, 2010	Jul. 06, 2012	Dec. 31, 2012 Intel [Member]	Jul. 09, 2012 Intel [Member]	Jul. 09, 2012 Foundation Administration Office MAKTSJAB [Member]	Jul. 09, 2012 Intel 450 MM NRE Funding Agreement [Member]	Jul. 09, 2012 Intel EUV NRE Funding Agreement [Member]
Related Party Transaction [Line Items]
Fund for R&D project						€ 829,000,000	€ 829,000,000		€ 553,000,000	€ 276,000,000
Investment in ordinary shares as percentage of issued share capital								15.00%
Selling price of shares included in the customer co-investment program	€ 39.91				€ 39.91			€ 39.91
Termination period of NRE funding agreement	Dec. 31, 2017
Net sales	4,731,555,000	5,651,035,000	[1]	4,507,938,000		301,700,000
Outstanding balance						65,000,000
Related Party Transactions (Textual) [Abstract]
Period of subordinated loan		14 years
Subordinated loan		€ 5,000,000
Number of resigned members in supervisory board of related party	2

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

XML

Other intangible assets (Details 1) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other intangible assets (Textual) [Abstract]
Intellectual property acquired from third parties	€ 7,658,000
Impairment charges	0	0	0
Amortization	6,081,000	5,285,000	5,500,000
Future amortization expenses
2013	3,322,000
2014	2,624,000
2015	1,714,000
2016	1,533,000
2017	750,000
Thereafter
Amortization expenses	9,943,000
Intellectual property [Member]
Other intangible assets (Textual) [Abstract]
Intellectual property acquired from third parties	7,658,000
Amortization	800,000	4,000
In-process R&D [Member]
Other intangible assets (Textual) [Abstract]
Intellectual property acquired from third parties
Amortization	100,000
Cost of Sales [Member]
Other intangible assets (Textual) [Abstract]
Amortization	€ 6,000,000	€ 5,300,000	€ 5,500,000

XML

Employee benefits (Details 5)	12 Months Ended
	Dec. 31, 2012 USD [Member]	Dec. 31, 2012 Euro [Member]	Dec. 31, 2012 Price Range One [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range One [Member] Euro [Member] EUR (€)	Dec. 31, 2012 Price Range Two [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range Two [Member] Euro [Member] EUR (€)	Dec. 31, 2012 Price Range Three [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range Three [Member] Euro [Member] EUR (€)	Dec. 31, 2012 Price Range Four [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range Four [Member] Euro [Member] EUR (€)	Dec. 31, 2012 Price Range Five [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range Five [Member] Euro [Member] EUR (€)	Dec. 31, 2012 Price Range Six [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range Six [Member] Euro [Member] EUR (€)	Dec. 31, 2012 Price Range Seven [Member] USD [Member] USD ($)	Dec. 31, 2012 Price Range Seven [Member] Euro [Member] EUR (€)
Outstanding stock options
Range of exercise prices, minimum			$ 0	€ 0	$ 10	€ 10	$ 15	€ 15	$ 20	€ 20	$ 25	€ 25	$ 40	€ 40	$ 50	€ 50
Range of exercise prices, maximum			$ 10	€ 10	$ 15	€ 15	$ 20	€ 20	$ 25	€ 25	$ 40	€ 40	$ 50	€ 50	$ 60	€ 60
Exercise Price Range, Number of Outstanding Options	494,836	1,128,162	55,260		230,215	602,473	5,424	292,093	101,697	176,120	90,116	30,422	2,077	27,054	10,047
Weighted average remaining contractual life (years)	3 years 4 months 28 days	3 years 10 months 21 days	2 years 9 months	0 years	1 year 7 months 21 days	3 years	5 years 9 months 18 days	3 years 10 months 28 days	4 years 5 months 27 days	5 years 2 months 5 days	6 years 1 month 28 days	8 years 9 months 7 days	8 years 7 months 28 days	9 years 9 months 15 days	9 years 8 months 12 days	0 years

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Income taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income taxes [Abstract]

The components of (provision for) benefit from income taxes

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Current tax		(79,255)		(129,127)		(180,613)
Deferred tax		74,993		(52,548)		(40,090)
Provision for income taxes		(4,262)		(181,675)		(220,703)

The reconciliation between the (provision for) benefit from income taxes shown in the consolidated statements of operations, based on the effective tax rate, and expense based on the Dutch tax rate

Year ended December 31 (in thousands)	2012 EUR		%		2011 EUR		%		2010 EUR		%
Income before income taxes		1,150,578		100.0		1,648,635		100.0		1,242,523		100.0
Income tax provision based on ASML’s domestic rate		(287,644)		25.0		(412,159)		25.0		(316,843)		25.5
Effects of tax rates in foreign jurisdictions		9,786		(0.9)		20,663		(1.3)		15,878		(1.3)
Adjustments in respect of tax exempt income		23,532		(2.0)		19,134		(1.2)		19,987		(1.6)
Adjustments in respect of changes in the applicable tax rate 1		-		-		-		-		(569)		0.1
Adjustments in respect of tax incentives		143,160		(12.4)		180,096		(10.9)		66,881		(5.4)
Adjustments in respect of prior years’ current taxes		18,275		(1.6)		9,097		(0.6)		25,648		(2.1)
Movements in the liability for unrecognized tax benefits		95,465		(8.3)		6,634		(0.4)		(28,796)		2.3
Other credits and non-taxable items		(6,836)		0.6		(5,140)		0.4		(2,889)		0.3
Provision for income taxes		(4,262)		0.4		(181,675)		11.0		(220,703)		17.8

1 At the end of 2010, the Dutch government enacted a tax rate reduction from 25.5 percent in 2010 to 25.0 percent in 2011.

Income taxes recognized directly in equity (including other comprehensive income)

Income tax recognized in shareholders’ equity (in thousands)	2012 EUR		2011 EUR		2010 EUR
Current tax
Derivative financial instruments1		(1,066)		6,257		8,262
Tax (benefit) deficit from share-based payments		(2,116)		11		(106)
Total income tax recognized in shareholders’ equity		(3,182)		6,268		8,156

1 Recognized directly in Other Comprehensive Income.

The deferred tax position and liability for unrecognized tax benefits recorded on the consolidated balance sheets

As of December 31 (in thousands)	2012 EUR		2011 EUR
Liability for unrecognized tax benefits		(59,967)		(155,432)
Deferred tax position		114,527		137,946
Total		54,560		(17,486)

Reconciliation of the beginning and ending balance of the liability for unrecognized tax benefits

As of December 31 (in thousands)	2012 EUR		2011 EUR
Balance, January 1		155,432		162,066
Gross increases – tax positions in prior period		4,297		11,121
Gross decreases – tax positions in prior period		(92,521)		(24,566)
Gross increases – tax positions in current period		3,255		21,258
Settlements		-		(10,403)
Lapse of statute of limitations		(10,496)		(4,044)
Total liability for unrecognized tax benefits		59,967		155,432

The changes in deferred income tax assets and liabilities

Changes in deferred tax assets and liabilities (in thousands)	2012 EUR		2011 EUR
Balance, January 1		137,946		193,587
Consolidated statements of operations		(20,242)		(59,539)
Effect of changes in exchange rates		(3,177)		3,898
Balance, December 31		114,527		137,946

Deferred tax position

As of December 31 (in thousands)	2012 EUR		2011 EUR
Deferred tax assets – current		103,695		120,720
Deferred tax assets – non-current		39,443		38,735
Total deferred tax assets		143,138		159,455
Deferred tax liabilities – current		(271)		(214)
Deferred tax liabilities – non-current		(28,340)		(21,295)
Total deferred tax liabilities		(28,611)		(21,509)
Total		114,527		137,946

The composition of deferred tax assets and liabilities in the consolidated financial statements

Deferred tax assets composition of temporary differences (in thousands)	January 1, 2012 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2012 EUR
Capitalized research and development expenditures		34,374		(6,465)		(506)		27,403
Inventories		35,820		(7,351)		(302)		28,167
Deferred revenue		23,892		(3,083)		(237)		20,572
Provisions		14,515		7,296		(283)		21,528
Installation and warranty reserve		8,772		(1,508)		(113)		7,151
Tax effect carry-forward losses		7,735		(2,219)		41		5,557
Fixed assets		6,495		1,454		(151)		7,798
Restructuring and impairment		5,146		(733)		(77)		4,336
Alternative minimum tax credits1		5,028		229		(30)		5,227
Bilateral advance pricing agreement 2		1,426		(1,278)		-		148
Share-based payments		950		516		(33)		1,433
Other temporary differences		15,302		140		(1,624)		13,818
Total		159,455		(13,002)		(3,315)		143,138

1 Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

2 The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

Deferred tax liabilities composition of temporary differences (in thousands)	January 1, 2012 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2012 EUR
Fixed assets		(19,108)		(6,965)		183		(25,890)
Borrowing costs		(1,554)		(404)		-		(1,958)
Other temporary differences		(847)		129		(45)		(763)
Total		(21,509)		(7,240)		138		(28,611)

Deferred tax assets composition of temporary differences (in thousands)	January 1, 2011 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2011 EUR
Capitalized research and development expenditures		27,239		5,501		1,634		34,374
Inventories		71,124		(35,813)		509		35,820
Deferred revenue		10,890		11,746		1,256		23,892
Provisions		21,828		(7,463)		150		14,515
Installation and warranty reserve		8,092		98		582		8,772
Tax effect carry-forward losses		27,756		(18,695)		(1,326)		7,735
Fixed assets		4,386		1,872		237		6,495
Restructuring and impairment		6,074		(1,063)		135		5,146
Alternative minimum tax credits1		4,658		112		258		5,028
Bilateral advance pricing agreement2		7,993		(6,583)		16		1,426
Share-based payments		1,678		(808)		80		950
Other temporary differences		13,719		936		647		15,302
Total		205,437		(50,160)		4,178		159,455

1 Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

2 The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

Deferred tax liabilities composition of temporary differences (in thousands)	January 1, 2011 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2011 EUR
Fixed assets		(9,661)		(9,175)		(272)		(19,108)
Borrowing costs		(1,231)		(323)		-		(1,554)
Other temporary differences		(958)		119		(8)		(847)
Total		(11,850)		(9,379)		(280)		(21,509)

XML

Board of Management and Supervisory Board Remuneration (Details 3) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011
Supervisory Board remuneration
Supervisory Board remuneration	€ 641,366		€ 567,125
Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	470,000		428,750
Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	35,000		35,000
Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	34,000		27,250
Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	28,000		27,250
Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	36,000		35,125
Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration	38,366	[1],[2]	13,750	[1],[2]
Arthur.P.M. van der Poel [Member]
Supervisory Board remuneration
Supervisory Board remuneration	94,750		88,250
Arthur.P.M. van der Poel [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	68,750		62,500
Arthur.P.M. van der Poel [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	10,000		10,000
Arthur.P.M. van der Poel [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Arthur.P.M. van der Poel [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
Arthur.P.M. van der Poel [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
Arthur.P.M. van der Poel [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration		[1],[2],[3]
Jos W.B. Westerburgen [Member]
Supervisory Board remuneration
Supervisory Board remuneration	96,116		66,750
Jos W.B. Westerburgen [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	48,750		43,750
Jos W.B. Westerburgen [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Jos W.B. Westerburgen [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	12,000		11,500
Jos W.B. Westerburgen [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	12,000		11,500
Jos W.B. Westerburgen [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Jos W.B. Westerburgen [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration	23,366	[1],[2],[3]
OB Bilous [Member]
Supervisory Board remuneration
Supervisory Board remuneration	104,750		99,500
OB Bilous [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	78,750		73,750
OB Bilous [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
OB Bilous [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
OB Bilous [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
OB Bilous [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
OB Bilous [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration	10,000	[1],[2]	10,000	[1],[2]
Frits W. Frohlich [Member]
Supervisory Board remuneration
Supervisory Board remuneration	68,750		62,500
Frits W. Frohlich [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	48,750		43,750
Frits W. Frohlich [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	15,000		15,000
Frits W. Frohlich [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Frits W. Frohlich [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Frits W. Frohlich [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Frits W. Frohlich [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration	5,000	[1],[2]	3,750	[1],[2]
Hendrika (Ieke) C.J. van den Burg [Member]
Supervisory Board remuneration
Supervisory Board remuneration	56,750		51,625
Hendrika (Ieke) C.J. van den Burg [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	48,750		43,750
Hendrika (Ieke) C.J. van den Burg [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Hendrika (Ieke) C.J. van den Burg [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
Hendrika (Ieke) C.J. van den Burg [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Hendrika (Ieke) C.J. van den Burg [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Hendrika (Ieke) C.J. van den Burg [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration		[1],[2],[3]
William T. Siegle [Member]
Supervisory Board remuneration
Supervisory Board remuneration	90,750		85,250
William T. Siegle [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	78,750		73,750
William T. Siegle [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
William T. Siegle [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
William T. Siegle [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
William T. Siegle [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	12,000		11,500
William T. Siegle [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration		[3]
Pauline F. M. van der Meer Mohr [Member]
Supervisory Board remuneration
Supervisory Board remuneration	56,750		51,625
Pauline F. M. van der Meer Mohr [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	48,750		43,750
Pauline F. M. van der Meer Mohr [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Pauline F. M. van der Meer Mohr [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
Pauline F. M. van der Meer Mohr [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Pauline F. M. van der Meer Mohr [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Pauline F. M. van der Meer Mohr [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration		[3]
Wolfgang H. Ziebart [Member]
Supervisory Board remuneration
Supervisory Board remuneration	72,750		61,625
Wolfgang H. Ziebart [Member] | Supervisory Board [Member]
Supervisory Board remuneration
Supervisory Board remuneration	48,750		43,750
Wolfgang H. Ziebart [Member] | Audit Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	10,000		10,000
Wolfgang H. Ziebart [Member] | Remuneration Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	6,000	[4]
Wolfgang H. Ziebart [Member] | Selection and Nomination Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration
Wolfgang H. Ziebart [Member] | Technology and Strategy Committee [Member]
Supervisory Board remuneration
Supervisory Board remuneration	8,000		7,875
Wolfgang H. Ziebart [Member] | Other [Member]
Supervisory Board remuneration
Supervisory Board remuneration		[3]

[1] In addition to the annual fixed fee, the Vice-Chairman of the Supervisory Board receives EUR 5,000 per year to fulfill this role. As the adjustment of the Supervisory Board's remuneration became effective as per April 1, 2011, the Vice-Chairman fee paid over the financial year 2011 amounted to EUR 3,750.

[2] To compensate for certain obligations ASML has towards the U.S. government as a result of the acquisition of Silicon Valley Group in 2001, one U.S. member receives an additional EUR 10,000 to fulfill these obligations.

[3] In 2012 Jos Westerburgen received a provisional payment related to the supervisory board remuneration for the period January to April 2013. As legislation regarding VAT registration for Supervisory Board members will change as from 2013 and Jos Westerburgen will resign in 2013 it was discussed and agreed with the Dutch tax authorities to pay the remuneration fee in advance.

[4] During 2012 Wolfgang H. Ziebart was appointed as member of the Remuneration Committee and therefore received a partial fee.

XML

Provisions (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Provisions
Current portion of provision for lease contract termination costs	€ 2,280	€ 2,326
Non-current portion of provisions for lease contract termination costs	7,974	10,012
Lease contract termination costs [Member]
Provisions
Provision for lease contract termination costs, Beginning Balance	12,338	14,061
Utilization of the provision	(2,545)	(2,452)
Unwinding of discount	628	421
Effect of exchange rates	(167)	308
Provision for lease contract termination costs, Ending Balance	10,254	12,338
Current portion of provision for lease contract termination costs	2,280	2,326
Non-current portion of provisions for lease contract termination costs	€ 7,974	€ 10,012

XML

Employee benefits (Details 2) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Assumptions of fair value of the Company's stock options
Weighted average share price (in EUR)	€ 40.3		€ 28.0		€ 24.1
Volatility (in percentage)	25.60%		37.80%		36.40%
Expected life (in years)	5 years	[1]	4 years 9 months 18 days	[1]	4 years 7 months 6 days
Risk free interest rate	2.10%		2.90%		2.50%
Expected dividend yield (in EUR)	€ 1.45		€ 1.25		€ 1.06
Forfeiture rate		[1]		[1]		[1]

[1] As of year end for each of the three years ended December 31, forfeitures are estimated to be nil.

XML

Long-term debt (Details Textual) (EUR €) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Jun. 30, 2007
Long-term debt (Textual) [Abstract]
Principal amount	€ 600.0	€ 600.0
Payment date of Eurobond interest	June 13
Due date of redemption Eurobond	Jun. 13, 2017
Redemption price of notes	100.00%
Year of maturity	2017
Interest rate principal amount of Eurobond	5.75%

XML

Employee benefits (Details 3) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD [Member] USD ($)	Dec. 31, 2011 USD [Member] USD ($)	Dec. 31, 2010 USD [Member] USD ($)	Dec. 31, 2012 Euro [Member] EUR (€)	Dec. 31, 2011 Euro [Member] EUR (€)	Dec. 31, 2010 Euro [Member] EUR (€)
Stock options
Weighted average fair value of stock options granted	$ 11.87	$ 10.42	$ 11.10	€ 8.97	€ 8.28	€ 8.22
Weighted average share price at the exercise date of stock options	$ 50.88	$ 41.94	$ 33.79	€ 40.45	€ 29.39	€ 25.77
Aggregate intrinsic value of stock options exercised	$ 12,684	$ 11,323	$ 13,669	€ 71,331	€ 30,204	€ 22,720
Aggregate remaining contractual term of currently exercisable options (years)	3 years 2 months 1 day	1 year 9 months 18 days	2 years 7 months 2 days	3 years 7 months 2 days	2 years 29 days	2 years 10 months 10 days
Aggregate intrinsic value of exercisable stock options	21,882	20,492	25,780	34,438	39,384	54,109
Aggregate intrinsic value of outstanding stock options	$ 22,433	$ 20,791	$ 28,024	€ 35,671	€ 45,141	€ 65,240

XML

Long-term debt (Details) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Long-term debt
Eurobond, carrying amount	€ 710,095		€ 695,618
Loan headquarter building	32,366	[1]	33,795	[1]
Other	17,029		6,955
Long-term debt	759,490		736,368
Less: current portion of long-term debt	3,610		2,587
Non-current portion of long-term debt	€ 755,880		€ 733,781

[1] This loan relates to our Variable Interest Entity, see Note 11.

XML

Goodwill (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Changes in goodwill
Goodwill, Beginning balance	€ 146,044	€ 141,286
Acquisition subsidiary	6,038
Effect of changes in exchange rates	(2,914)	4,758
Goodwill, Ending balance	149,168	146,044
Goodwill impairment test (Textual) [Abstract]
Impairment charges of goodwill	€ 0	€ 0
Date of annual goodwill impairment test	30 September

XML

Commitments, contingencies and guarantees

12 Months Ended

Dec. 31, 2012

Commitments, contingencies and guarantees/Legal contingencies [Abstract]

Commitments, contingencies and guarantees

16. Commitments, contingencies and guarantees

We have various contractual obligations, some of which are required to be recorded as liabilities in our consolidated financial statements, including long- and short-term debt. Other contractual obligations, namely operating lease commitments, purchase obligations and guarantees, are generally not required to be recognized as liabilities on our balance sheet but are required to be disclosed.

Our contractual obligations as of December 31, 2012 can be summarized as follows:

Payments due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Long-Term Debt Obligations, including interest expense 1		831,194		39,801		39,726		39,726		39,726		639,726		32,489
Operating Lease Obligations		98,827		32,195		22,267		17,192		13,465		5,265		8,443
Purchase Obligations		1,643,955		1,557,021		84,012		2,876		32		14		-
Unrecognized Tax Benefits, including interest expense		59,967		2,964		4,209		-		-		16,957		35,837
Total Contractual Obligations		2,633,943		1,631,981		150,214		59,794		53,223		661,962		76,769

1 See Note 14 for the amounts excluding interest expenses.

Long-term debt obligations mainly relate to interest payments and the principal amount of the Eurobond. See Note 14.

Operating lease obligations include leases of equipment and facilities. Lease payments recognized as an expense were EUR 41.6 million, EUR 40.6 million and EUR 37.9 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Several operating leases for our buildings contain purchase options, exercisable at the end of the lease, and in some cases, during the term of the lease. The amounts to be paid if ASML would exercise these purchase options at the end of the lease as of December 31, 2012 can be summarized as follows:

Purchase options due by period (in thousands)	Total EUR		1 year EUR		2 year EUR		3 year EUR		4 year EUR		5 year EUR		After 5 years EUR
Purchase options		22,982		-		8,999		-		13,983		-		-

Purchase obligations include purchase commitments with suppliers in the ordinary course of business. ASML expects that it will honor these purchase obligations to fulfill future sales, in line with the timing of those future sales. The general terms and conditions of the agreements relating to the major part of our purchase commitments as of December 31, 2012 contain clauses that enables us to delay or cancel delivery of ordered goods and services up to the dates specified in the corresponding purchase contracts. These terms and conditions that we have agreed with our supply chain partners gives us additional flexibility to adapt our purchase obligations to our requirements in light of the inherent cyclicality of the semiconductor equipment industry in which we operate. We establish a provision for cancellation fees when it is probable that the liability has been incurred and the amount of cancellation fees is reasonably estimable.

XML

Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill/Other intangible assets [Abstract]

Other intangible assets

(in thousands)	Intellectual property EUR		Developed technology EUR		Customer relationships EUR		In-process R&D EUR		Other EUR		Total EUR
Cost
Balance, January 1, 2011		47,250		25,883		8,733		23,148		2,231		107,245
Balance, December 31, 2011		47,250		25,883		8,733		23,148		2,231		107,245
Additions		7,658		-		-		-		-		7,658
Balance, December 31, 2012		54,908		25,883		8,733		23,148		2,231		114,903
Accumulated amortization
Balance, January 1, 2011		47,224		17,043		4,185		23,148		1,994		93,594
Amortization		4		4,080		1,092		-		109		5,285
Balance, December 31, 2011		47,228		21,123		5,277		23,148		2,103		98,879
Amortization		800		4,080		1,092		-		109		6,081
Balance, December 31, 2012		48,028		25,203		6,369		23,148		2,212		104,960
Carrying amount
December 31, 2011		22		4,760		3,456		-		128		8,366
December 31, 2012		6,880		680		2,364		-		19		9,943

Future amortization expenses

(in thousands)	EUR
2013		3,322
2014		2,624
2015		1,714
2016		1,533
2017		750
Thereafter		-
Amortization expenses		9,943

XML

Fair value measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair value measurements [Abstract]

Financial assets and financial liabilities that are measured at fair value on a recurring basis

As of December 31, 2012 (in thousands)	Level 1 EUR	Level 2 EUR	Level 3 EUR	Total EUR
Assets
Derivative financial instruments 1	-	151,748	-		151,748
Money market funds 2	385,420	-	-		385,420
Short-term investments 3	279,988	650,017	-		930,005
Total	665,408	801,765	-		1,467,173
Liabilities
Long-term debt 4	-	759,490	-		759,490
Derivative financial instruments 1	-	10,893	-		10,893
Total	-	770,383	-		770,383
As of December 31, 2011 (in thousands)	Level 1 EUR	Level 2 EUR	Level 3 EUR	Total EUR
Assets
Derivative financial instruments 1	-	126,351	-		126,351
Money market funds 2	369,238	-	-		369,238
Total	369,238	126,351	-		495,589
Liabilities
Long-term debt 4	-	736,368	-		736,368
Derivative financial instruments 1	-	40,359	-		40,359
Total	-	776,727	-		776,727

1 Derivative financial instruments consist of forward foreign exchange contracts and interest rate swaps. See Note 3.

2 Money market funds are part of our cash and cash equivalents.

3 Short-term investments consist of Dutch Treasury Certificates and deposits with the Dutch government.

4 Long-term debt mainly relates to our EUR 600.0 million Eurobond (fair value as at December 31, 2012: EUR 710.1 million (2011: EUR 695.6 million)) and excludes accrued interest. For further details see Note 14.

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Accrued and other liabilities (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2011 Shipments of new technology [Member] System	Dec. 31, 2012 Shipments of new technology [Member]	Dec. 31, 2010 Shipments of new technology [Member]	Dec. 31, 2012 Extended and enhanced (optic) warranty contracts [Member]	Dec. 31, 2011 Extended and enhanced (optic) warranty contracts [Member]	Dec. 31, 2012 Installation Service [Member]	Dec. 31, 2011 Installation Service [Member]	Dec. 31, 2012 Training Service [Member]	Dec. 31, 2011 Training Service [Member]
Accrued and other liabilities
Deferred revenue	€ 739,136		€ 816,045		€ 48,600	€ 0	€ 38,500	€ 242,200	€ 280,100	€ 4,000	€ 1,800	€ 12,400	€ 11,900
Costs to be paid	278,066		260,651
Down payments from customers	1,033,768		1,057,046
Personnel related items	200,670		212,059
Derivative financial instruments	10,893		40,359
Standard warranty reserve	21,626		43,273
Other	1,352		2,313
Accrued and other liabilities	2,285,511		2,431,746
Non-current portion of accrued and other liabilities	405,141	[1]	663,099	[1]
Current portion of accrued and other liabilities	1,880,370		1,768,647
Changes in standard warranty reserve
Balance, January 1	43,273		37,965
Additions of the year	35,735		61,279
Utilization of the reserve	(33,746)		(26,968)
Release of the reserve	(22,733)		(29,415)
Effect of exchange rates	(903)		412
Standard warranty reserve	21,626		43,273
Accrued and other liabilities (Textual) [Abstract]
Number of system shipment					1
Deferred revenue	€ 739,136		€ 816,045		€ 48,600	€ 0	€ 38,500	€ 242,200	€ 280,100	€ 4,000	€ 1,800	€ 12,400	€ 11,900

[1] The main part of the non-current portion of accrued and other liabilities relates to down payments received from customers regarding future shipments of EUV systems.

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Income taxes (Details 2) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Income taxes recognized directly in equity (including other comprehensive income)
Derivative financial instruments	€ (1,066)	[1]	€ 6,257	[1]	€ 8,262	[1]
Tax (benefit) deficit from share-based payments	(2,116)		11		(106)
Total income tax recognized in shareholders' equity	€ (3,182)		€ 6,268		€ 8,156

[1] Recognized directly in Other Comprehensive Income.

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Customer Co-Investment Program

12 Months Ended

Dec. 31, 2012

Customer Co-Investment Program [Abstract]

Customer Co-Investment Program

28. Customer Co-Investment Program

Overview

On July 9, 2012, we announced our Customer Co-Investment Program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. The participating customers agreed to fund EUR 1.38 billion of our research and development projects from 2013 through 2017. This program creates risk sharing with some of our largest customers while the results of ASML’s development programs will be available to every semiconductor manufacturer with no restrictions. The R&D funding program in the Customer Co-Investment Program consists of two funding projects: a 450mm technology development project and a next-generation EUV development project. ASML has entered into Non Recurring Engineering (“NRE”) funding agreements with the participating customers.

In addition to the funding commitments described above, the participating customers have invested in ordinary shares equal, in aggregate, to 23 percent of ASML’s issued share capital (calculated giving effect to our Synthetic Share Buyback in November 2012). The proceeds of the share issuance, EUR 3.85 billion, were returned to the holders of ordinary shares (excluding the participating customers) through a Synthetic Share Buyback executed in November 2012. For further information regarding the Synthetic Share Buyback, see Note 26 to our consolidated financial statements.

Description of Investment Agreements, Shareholder Agreements and NRE Funding Agreements

In connection with the Customer Co-Investment Program, ASML entered into an investment agreement, a shareholder agreement and NRE funding agreements with each of the participating customers. Intel is the largest participant in the program, with an aggregate funding commitment of EUR 829 million and an investment in 15 percent of our ordinary shares (calculated giving effect to our Synthetic Share Buyback in November 2012). A description of the investment agreement, shareholders agreement and NRE funding agreements between ASML and Intel is set out below. The agreements between ASML and the other program participants – TSMC (which acquired 5 percent of our shares and made an EUR 277 million funding commitment) and Samsung (which acquired 3 percent of our shares and made an EUR 276 million funding commitment) are on substantially the same terms as those agreed with Intel. Shares were acquired by Dutch foundations (“Stichtingen”) established for each participant.

Investment Agreements

Pursuant to the investment agreement between ASML and Intel, dated July 9, 2012 (“the Intel Investment Agreement”), ASML has issued and delivered to Intel Stichting ordinary shares equal to 15 percent of the issued ordinary shares with simultaneous issuance by the Intel Stichting to Intel of the corresponding depositary receipts.

Pursuant to the investment agreement between ASML and TSMC, dated August 5, 2012 (the “TSMC Investment Agreement”) ASML has issued and delivered to Stichting Administratiekantoor TSMC (“TSMC Stichting”) ordinary shares equal to 5 percent of the issued ordinary shares with simultaneous issuance by the TSMC Stichting to TSMC of the corresponding depositary receipts.

Pursuant to the investment agreement between ASML and Samsung, dated August 27, 2012 (the “Samsung Investment Agreement” and together with the Intel Investment Agreement and TSMC Investment Agreement, the “Investment Agreements”), ASML has issued and delivered to the Samsung Stichting ordinary shares equal to 3 percent of the issued ordinary shares with simultaneous issuance by the Samsung Stichting to Samsung of the corresponding depositary receipts.

The subscription price for the ordinary shares under the Investment Agreements was EUR 39.91 per ordinary share, which is the average of the volume weighted average price of the ordinary shares on NYSE Euronext Amsterdam for the twenty trading days up to and including July 6, 2012.

Based upon the subscription price (EUR 39.91) included in the Investment Agreements, the equity participation of Intel (15 percent), TSMC (5 percent) and Samsung (3 percent) amount to EUR 2,513 million, EUR 838 million and EUR 503 million, respectively.

Under the Intel Investment Agreements, ASML has agreed to indemnify the participating customers and their affiliates for certain losses and expenses related to breaches of representations, warranties, covenants and agreements in the Investment Agreements and with respect to certain legal proceedings related thereto, subject to certain limitations.

Shareholder Agreements

In connection with the issuance of shares pursuant to the Intel Investment Agreement, on September 12, 2012 ASML, Intel and the Intel Stichting entered into a shareholder agreement (the “Shareholder Agreement”) which governs certain matters relating to the holding of and further investment by Intel in ordinary shares of ASML, directly and indirectly through the Intel Stichting, including the matters described below.

The shareholder agreements between ASML and the other program participants (TSMC and Samsung) are on substantially the same terms as those agreed with Intel.

Voting Restrictions

Pursuant to the Intel Shareholder Agreement, Intel (and the Intel Stichting) will not be entitled to vote the ordinary shares that were acquired by the Intel Stichting as part of the Customer Co-Investment Program or any other ordinary shares otherwise transferred to the Intel Stichting (under the circumstances described under “Standstill; Additional Purchases” below) prior to a Shareholder Agreement Termination Event (as defined below), except when a Suspension Event (as described below) occurs and is continuing or where the following matters are proposed at any General Meeting (the “Voting Restrictions”): (i) an issuance of ASML shares or grant of rights to subscribe for ASML shares representing 25 percent or more of the issued and outstanding share capital of ASML or the restriction or exclusion of pre-emption rights relating thereto (in each case, on an aggregate basis during the preceding 12 months) or the designation of the Board of Management as the authorized body to resolve on these matters; (ii) an authorization to repurchase 25 percent or more of ASML’s issued and outstanding share capital on an aggregate basis during the preceding 12 months; (iii) the approval of a significant change in the identity or nature of ASML or our business, including a transfer of all or substantially all business or assets of ASML and our subsidiaries to a third party, the establishment or cancellation of a long-lasting cooperation of essential importance with a third party and an acquisition or disposition of an interest in the capital or assets of a person with a value of at least one third of the assets of ASML (on a consolidated basis); (iv) an amendment to ASML’s Articles of Association that would materially affect the specific voting rights of Intel, would materially affect the identity or nature of ASML or our business, or would disproportionately (or uniquely) and adversely affect the rights or benefits attached to or derived from the ordinary shares held by Intel through the Intel Stichting as compared to the shareholders; (v) the dissolution of ASML; and (vi) any merger or demerger which would result in a material change in the identity or nature of ASML or its business.

Standstill, Lock-up and Orderly Market Arrangements

Standstill; Additional Purchases

Subject to certain exceptions, pursuant to the Shareholder Agreement, Intel (or its affiliates) may not, prior to the six-year anniversary of the date of the Intel Shareholder Agreement (the “Standstill Period”), acquire more than 19.9 percent of the outstanding share capital of ASML without ASML’s prior approval (the “Standstill Restriction”). There is an exception from the Standstill Restriction in the case of a ‘suspension event’, which includes certain circumstances where a third party has acquired or made an offer to acquire at least 20 percent of ASML’s outstanding shares, and the Standstill Restriction will terminate upon the occurrence of a Shareholder Agreement Termination Event.

The Shareholder Agreement permits Intel (and its affiliates) to acquire up to 4.99 percent of ASML’s outstanding shares (other than shares acquired through the Customer Co-Investment Program) that may be held outside the Intel Stichting. For any additional ASML shares that Intel (or its affiliates) acquires in excess of 4.99 percent of the outstanding shares of ASML, Intel is required to deposit such shares with the Intel Stichting in exchange for Depositary Receipts. Shares held directly by Intel or its affiliates (and which not required to be deposited with the Intel Stichting) are not subject to the Voting Restrictions, or Lock-Up Restrictions (as defined below), but are subject to the Standstill Restriction.

The Intel Stichting will continue to hold ASML shares owned by Intel (notwithstanding termination of the Standstill Period) until the earlier of (i) such time as Intel owns (directly or through the Intel Stichting) less than 2 percent of ASML’s outstanding shares (the relevant percentage is 1 percent for the other participating customers) (ii) the date of notification to ASML by participating customers that the aggregate amount of ASML’s outstanding shares owned by Intel and the other participating customers represents less than 5 percent of ASML’s outstanding shares and (iii) a Shareholder Agreement Termination Event (as defined below), following which time Depositary Receipts will be exchanged for the underlying ASML shares. In case Intel would acquire ASML shares within 18 months after an event described under (i) or (ii) above, any ASML shares held by Intel in excess of 4.99 percent of the outstanding shares of ASML must be transferred to (and held by) the Intel Stichting.

Lock-up; Orderly Sell Down

Intel may not, without prior written consent of ASML, transfer any ordinary shares or Depositary Receipts until the earliest of (i) two years and six months after the date of the Intel Shareholder Agreement, (ii) termination of the NRE funding agreements, and (iii) the occurrence of a Shareholder Agreement Termination Event ((i), (ii) and (iii) together, the “Lock-Up Restriction”). The Lock-Up Restriction does not apply in certain circumstances where a third party offers to acquire at least 20 percent of ASML’s shares. Intel is not permitted to transfer the ASML ordinary shares it acquired in the program in connection with an offer (before the end of the offer), or make any public statement in support of such offer, that is not recommended by the ASML Supervisory Board or Management Board, except in limited circumstances.

In addition, Intel may not (even after the Lock-Up Period has ended), without written consent of ASML, transfer on NYSE Euronext Amsterdam, NASDAQ or another securities exchange more than (i) in respect of Intel, 4 percent of the outstanding shares of ASML (the relevant percentage is 1.5 percent for Samsung and 2.5 percent for TSMC). There are also restrictions on Intel’s ability to transfer ASML shares to certain competitors or customers of ASML.

Termination

The Intel Shareholder Agreement will terminate upon the occurrence of the following events (each a “Shareholder Agreement Termination Event”) (i) certain change of control transactions were the shareholders of ASML prior to such a transaction are no longer entitled to exercise at least 50 percent of the votes in the General Meeting following such transaction, (ii) in the event of a delisting of the Ordinary Shares from NYSE Euronext Amsterdam or delisting from NASDAQ (except for certain voluntary delistings from NASDAQ), (iii) the winding up or liquidation of ASML, or (vi) in the event that all Depositary Receipts are exchanged for ASML shares and Intel does not acquire ASML shares in excess of 4.99 percent of the outstanding ASML shares within 18 months of such exchange (see “Standstill; Additional Purchases” above).

NRE Funding Agreements

On July 9, 2012, ASML and Intel entered into two NRE funding agreements pursuant to which Intel will support ASML’s R&D costs and project expenditures. One agreement relates to the development of 450mm lithography equipment (the “Intel 450mm NRE Funding Agreement”) and the other relates to the development of EUV lithography equipment (the “Intel EUV NRE Funding Agreement” and together with the Intel 450mm NRE Funding Agreement, the “Intel NRE Funding Agreements”). Intel has committed to provide EUR 553 million in funding under the Intel 450mm NRE Funding Agreement and EUR 276 million in funding under the Intel EUV NRE Funding Agreement, payable over the respective terms (2013-2017) of the Intel NRE Funding Agreements.

On August 5, 2012, ASML and TSMC entered into the TSMC NRE funding agreement (the “TSMC NRE Funding Agreement”) pursuant to which TSMC will support ASML’s R&D costs and project expenditures relating to the development of 450mm lithography equipment and EUV platforms. TSMC has committed to provide EUR 277 million in funding payable over the term (2013-2017) of the TSMC NRE Funding Agreement.

On August 27, 2012, ASML and Samsung entered into the Samsung NRE funding agreement (the “Samsung NRE Funding Agreement”) pursuant to which Samsung will support ASML’s R&D costs and project expenditures relating to the development of 300mm/450mm EUV platforms. Samsung has committed to provide EUR 276 million in funding payable over the term (2013-2017) of the Samsung NRE Funding Agreement.

Under the Intel NRE Funding Agreements, the TSMC NRE Funding Agreement, and the Samsung NRE Funding Agreement (together the “NRE Funding Agreements”), ASML will retain sole control over the development of 450mm photo lithography equipment and EUV platforms and will own all intellectual property created by ASML in connection therewith. The NRE Funding Agreements provide that if ASML, in its reasonable discretion, determines to abandon either the 450mm or EUV development project, as a result of technical infeasibility or lack of sufficient industry demand, or if the then remaining funding exceeds the expenditure estimate for the development project (450mm or EUV) then the parties may agree on an alternative development project, and if no alternative is agreed, ASML may invoice the participating customers for the remaining due portion of committed funding during each year of the remaining funding period in which ASML’s actual gross R&D expenditures exceed a minimum threshold specified in the NRE Funding Agreements. The NRE Funding Agreements will terminate on December 31, 2017 or upon pre-payment by the participating customer of the aggregate amount of funding owed under its respective NRE Funding Agreement.

Commercial Agreement

On July 9, 2012, ASML and Intel entered into a Commercial Agreement, pursuant to which ASML and Intel established a contractual framework for Intel to purchase equipment related to the 450mm and EUV next-generation lithography equipment. Under this agreement, Intel has committed to purchase specified numbers of 450mm and EUV tools. The agreement sets forth pricing terms for the tools as well as milestones related to product deliveries, and provides for certain commercial discounts in the form of credits in exchange for Intel’s early purchase commitments and volume purchase commitments and for specified additional credits in the event that certain schedules are not met. In addition, subject to certain conditions, ASML has agreed to install sufficient capacity to meet Intel’s forecasted 450mm lithography equipment needs through 2022.

Accounting Policies

The Investment Agreements, Shareholder Agreements, NRE Funding Agreements and Commercial Agreement are accounted for as a multiple-element arrangement with each of the participating customers. Based upon ASC 605-25 “Multiple-Element Arrangements” guidance, the following two separate elements are identified for each arrangement: (1) the share issuance (governed by the Investment Agreement and the Shareholder Agreement) and (2) the NRE funding and commercial discounts and credits (governed by the NRE Funding Agreement(s) and the Commercial Agreement).

The shares issued to the participating customers are recorded at fair value based on quoted share prices (EUR 3,968.7 million) with the remaining aggregate arrangement consideration allocated to the NRE funding and commercial discounts and credits. The difference between the fair value of the shares and the subscription price of the shares (EUR 39.91) is recorded as a deduction from shareholders’ equity upon issuance of the shares (EUR 123.4 million). Shareholders’ equity is increased to the fair value of the shares as the portion of the NRE funding allocable to the shares is received over the NRE funding period (2013-2017). The amounts are deemed receivables from the participating customers in their capacity as shareholders of ASML.

A significant related party relationship exists between ASML and Intel as a result of the equity investment made by Intel as part of the Customer Co-Investment Program. Based on the commercial discounts and credits (governed by the Commercial Agreement) and the significant related party relationship, all NRE funding will be deferred and recognized in the consolidated income statement only when the commercial discounts and credits are earned. The portion of the NRE funding from TSMC and Samsung, not allocable to the shares, will be recognized in the consolidated income statement when the R&D costs relating to the development of 450mm lithography equipment and EUV platforms are recognized over the NRE funding period.

For further details regarding the share issuances to the participating customers and the Synthetic Share Buyback effectuated in connection with our Customer Co-Investment Program, see Note 26.

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Accrued and other liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Accrued and other liabilities [Abstract]

Accrued and other liabilities

As of December 31 (in thousands)	2012 EUR		2011 EUR
Deferred revenue		739,136		816,045
Costs to be paid		278,066		260,651
Down payments from customers		1,033,768		1,057,046
Personnel related items		200,670		212,059
Derivative financial instruments		10,893		40,359
Standard warranty reserve		21,626		43,273
Other		1,352		2,313
Accrued and other liabilities		2,285,511		2,431,746
Less: non-current portion of accrued and other liabilities 1		405,141		663,099
Current portion of accrued and other liabilities		1,880,370		1,768,647

1 The main part of the non-current portion of accrued and other liabilities relates to down payments received from customers regarding future shipments of EUV systems.

Changes in standard warranty reserve

(in thousands)	2012 EUR		2011 EUR
Balance, January 1		43,273		37,965
Additions of the year		35,735		61,279
Utilization of the reserve		(33,746)		(26,968)
Release of the reserve		(22,733)		(29,415)
Effect of exchange rates		(903)		412
Standard warranty reserve		21,626		43,273

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Accounts receivable (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Accounts receivable
Accounts receivable, gross	€ 607,359		€ 883,209
Allowance for doubtful receivables	(2,071)		(2,582)		(1,945)
Accounts receivable, net	605,288		880,627
Allowance for doubtful receivables
Allowance for doubtful receivables, Beginning Balance	(2,582)		(1,945)
Addition for the year	(458)	[1]	(849)	[1]	1,256
Utilization of the provision	969		212
Allowance for doubtful receivables, Ending Balance	€ (2,071)		€ (2,582)		€ (1,945)

[1] Addition for the year is recorded in cost of sales.

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Selected operating expenses and additional information (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Person	Dec. 31, 2011 Person	Dec. 31, 2010 Person
Personnel expenses for all payroll employees
Wages and salaries	€ 711,039	€ 648,869	€ 551,683
Social security expenses	58,180	52,550	42,468
Pension and retirement expenses	50,298	45,947	40,593
Share-based payments	18,714	12,430	12,109
Personnel expenses	€ 838,231	€ 759,796	€ 646,853
Total number of payroll and temporary personnel employed in FTEs per sector
Total employees (in FTEs)	10,636	9,890	9,245
Temporary employees (in FTEs)	2,139	1,935	2,061
Payroll employees (in FTEs)	8,497	7,955	7,184
Selected operating expenses and additional information (Textual) [Abstract]
Average number of payroll employees employed (in FTEs)	8,140	7,627	6,785
NETHERLANDS [Member]
Selected operating expenses and additional information (Textual) [Abstract]
Average number of payroll employees employed (in FTEs)	4,620	4,313	3,805
Customer Support [Member]
Total number of payroll and temporary personnel employed in FTEs per sector
Total employees (in FTEs)	2,538	2,478	2,236
SG&A [Member]
Total number of payroll and temporary personnel employed in FTEs per sector
Total employees (in FTEs)	869	723	727
Industrial Engineering [Member]
Total number of payroll and temporary personnel employed in FTEs per sector
Total employees (in FTEs)	637	420	398
Manufacturing & Logistics [Member]
Total number of payroll and temporary personnel employed in FTEs per sector
Total employees (in FTEs)	2,856	2,852	2,659
R&D [Member]
Total number of payroll and temporary personnel employed in FTEs per sector
Total employees (in FTEs)	3,736	3,417	3,225

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers (Tables)

12 Months Ended

Dec. 31, 2012

Purchases of Equity Securities by the Issuer and Affiliated Purchasers [Abstract]

Summary of shares repurchased

Period	Total number of shares purchased		Average price paid per Share (EUR)		Total number of shares purchased as part of publicly announced plans or programs		Maximum value of shares that may yet be purchased under the program 1 (EUR)		Maximum number of shares that may yet be purchased under the program2
January 20 - 31, 2012		2,132,366		32.65		2,132,366		360,369,363		2,200,000
February 1 - 28, 2012		1,025,407		34.71		3,157,773		324,780,615		2,200,000
March 1 - 31, 2012		949,726		35.76		4,107,499		290,820,741		2,200,000
April 1 - 30, 2012		654,169		37.18		4,761,668		266,501,698		2,200,000
May 2 - 31, 2012		1,219,480		36.88		5,981,148		221,530,029		2,200,000
June 1 - 30, 2012		1,133,550		38.61		7,114,698		177,764,616		2,200,000
July 1 - 29, 2012		428,000		40.65		7,542,698		160,366,940		2,200,000
August 1 - 31, 2012		-		-		7,542,698		160,366,940		2,200,000
September 1 -30, 2012		-		-		7,542,698		160,366,940		2,200,000
October 3 - 31, 2012		1,153,112		41.86		8,695,810		112,099,413		2,200,000
November 1 - 30, 2012		3,240,099		44.10		11,935,909		-		1,542,149
December 1 - 31, 2012		1,542,149		48.24		13,478,058		-		-
Total		13,478,058		39.71

1 Program to purchase shares up to a maximum amount of EUR 1,130 million. We have or will cancel these shares.

2 Program to purchase up to 2.2 million shares for the purpose of covering outstanding employee stock and stock option plans

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Inventories (Tables)

12 Months Ended

Dec. 31, 2012

Inventories [Abstract]

Inventories

As of December 31 (in thousands)	2012 EUR		2011 EUR
Raw materials		307,315		258,712
Work-in-process		1,074,042		1,026,872
Finished products		742,979		532,556
Inventories, gross		2,124,336		1,818,140
Allowance for obsolescence and/or lower market value		(267,366)		(193,513)
Inventories, net		1,856,970		1,624,627

Allowance for obsolescence and /or lower market values

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Balance at beginning of year		(193,513)		(189,235)
Addition for the year		(130,911)		(60,300)
Effect of changes in exchange rates		1,009		(883)
Utilization of the provision		56,049		56,905
Allowance for obsolescence and/or lower market value		(267,366)		(193,513)

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Consolidated Statements of Cash Flows (Parenthetical) (EUR €)	12 Months Ended
	Dec. 31, 2012
Consolidated Statements of Cash Flows [Abstract]
Additions related to non-cash transfers from inventory	€ 204,800,000
Disposal related to non-cash transfers to inventory	222,900,000
Amount relates to other non-cash transfers from inventory	9,600,000
Shares issued under customer co-investment program	3,853,900,000
Capital repayment on ASML's treasury shares	125,600,000
Payment for Synthetic Share Buyback	€ 3,728,324,000	[1],[2]

[1] In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders' equity was returned to our shareholders (excluding Intel Corporation ("Intel"), Taiwan Semiconductor Manufacturing Company Ltd. ("TSMC") and Samsung Electronics Corporation ("Samsung") (collectively referred to as "participating customers" in the Customer Co-investment Program)) and the number of shares was reduced by 23 Percent. See Note 26.

[2] The difference of EUR 125.6 million between the capital repayment EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML's treasury shares which was also part of the Synthetic Share Buyback in November 2012.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers (Details) (EUR €)	0 Months Ended		1 Months Ended																							11 Months Ended	12 Months Ended
	Jan. 31, 2012		Dec. 31, 2012	Dec. 14, 2012	Nov. 30, 2012		Oct. 31, 2012		Sep. 30, 2012		Aug. 31, 2012		Jul. 29, 2012		Jun. 30, 2012		May 31, 2012		Apr. 30, 2012		Mar. 31, 2012		Feb. 28, 2012		Jan. 19, 2011	Nov. 22, 2012	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010	Apr. 25, 2012
Equity, Class of Treasury Stock [Line Items]
Total number of shares purchased	2,132,366		1,542,149		3,240,099		1,153,112						428,000		1,133,550		1,219,480		654,169		949,726		1,025,407				13,478,058
Summary of shares repurchased
Average price paid per share (EUR)	€ 32.65		€ 48.24		€ 44.10		€ 41.86						€ 40.65		€ 38.61		€ 36.88		€ 37.18		€ 35.76		€ 34.71				€ 39.71
Total number of shares purchased as a part of publicly announced plans or programs	2,132,366		13,478,058	2,200,000	11,935,909		8,695,810		7,542,698		7,542,698		7,542,698		7,114,698		5,981,148		4,761,668		4,107,499		3,157,773			11,278,058
Maximum value of shares that may yet be purchased under the plans or program	€ 360,369,363	[1]					€ 112,099,413	[1]	€ 160,366,940	[1]	€ 160,366,940	[1]	€ 160,366,940	[1]	€ 177,764,616	[1]	€ 221,530,029	[1]	€ 266,501,698	[1]	€ 290,820,741	[1]	€ 324,780,615	[1]
Maximum number of shares that may yet be purchased under program	2,200,000	[2]			1,542,149	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]	2,200,000	[2]
Purchases of Equity Securities by the Issuer and Affiliated Purchasers (Textual) [Abstract]
Repurchase program agreement, maximum percentage authorized to buy back																															Up to a maximum of two times 10.0 percent of our issued share capital as of the date of authorization
Maximum amount of shares intended to be repurchased																									1,000,000,000
Value of shares repurchased during the period				105,200,000																						430,000,000
Average price paid per share				€ 47.81																						€ 38.13	€ 39.91
Conversion of stock, Shares Issued																											77
Conversion of stock, Shares Converted																											100
Capital repayment																											(3,728,324,000)	[3],[4]
Maximum amount of shares intended to be repurchased																											€ 1,130,000,000
Amount of decrease in nominal value per ordinary share upon third amendment																											€ 9.18
Synthetic Share Buyback [Member]
Equity, Class of Treasury Stock [Line Items]
Total number of shares purchased																											93,411,216

[1] Program to purchase shares up to a maximum amount of EUR 1,130 million. We have or will cancel these shares.

[2] Program to purchase up to 2.2 million shares for the purpose of covering outstanding employee stock and stock option plans

[3] In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders' equity was returned to our shareholders (excluding Intel Corporation ("Intel"), Taiwan Semiconductor Manufacturing Company Ltd. ("TSMC") and Samsung Electronics Corporation ("Samsung") (collectively referred to as "participating customers" in the Customer Co-investment Program)) and the number of shares was reduced by 23 Percent. See Note 26.

[4] The difference of EUR 125.6 million between the capital repayment EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML's treasury shares which was also part of the Synthetic Share Buyback in November 2012.

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General information / Summary of significant accounting policies (Details) (EUR €) Share data in Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 System		Dec. 31, 2011 System		Dec. 31, 2010 System
General information / Summary of significant accounting policies [Abstract]
Voting Rights Required for consolidation of subsidiaries	more than half
Cash and cash equivalents maturity period	Three months or less
Date of annual goodwill impairment test	30 September
Amount of repurchase commitments	€ 0		€ 0
Standard product warranty period in months	12 months
Product warranty on certain optic parts period in months	60 months
NXE systems recognized	1		3		0
Short-term investments maturity period	longer than three months and less than one year
Net income per ordinary share
Net income	1,146,316,000		1,466,960,000	[1]	1,021,820,000
Weighted average number of shares outstanding during the year (after deduction of treasury stock)	424,096		425,618	[1]	435,146
Basic net income per ordinary share	€ 2.70		€ 3.45	[1]	€ 2.35
Plus shares applicable to:
Options and conditional shares	2,890	[2]	3,435	[2]	3,828	[2]
Dilutive potential ordinary shares	2,890		3,435		3,828
Adjusted weighted average number of shares	426,986	[2]	429,053	[1],[2]	438,974	[2]
Diluted net income per ordinary share	€ 2.68	[2]	€ 3.42	[1],[2]	€ 2.33	[2]
Revenue Recognition (Textual) [Abstract]
Deferred Revenue	739,136,000		816,045,000
Lease term	75.00%
Present value of minimum lease payments	90.00%
Shipments of new technology [Member]
Revenue Recognition (Textual) [Abstract]
Deferred Revenue	0		48,600,000		38,500,000
Revenue recognition from new technology	43,700,000		119,300,000		0
Extended and enhanced (optic) warranty contracts [Member]
Revenue Recognition (Textual) [Abstract]
Deferred Revenue	€ 242,200,000		€ 280,100,000
Maximum [Member] | Buildings and constructions [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	40 years
Maximum [Member] | Machinery and equipment [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	5 years
Maximum [Member] | Leasehold improvements [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	10 years
Maximum [Member] | Furniture, fixtures and other equipment [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	5 years
Maximum [Member] | Internally developed software [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	5 years
Minimum [Member] | Buildings and constructions [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	5 years
Minimum [Member] | Machinery and equipment [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	2 years
Minimum [Member] | Leasehold improvements [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	5 years
Minimum [Member] | Furniture, fixtures and other equipment [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	3 years
Minimum [Member] | Internally developed software [Member]
Property plant and equipment estimated useful life
Estimated useful life (in years)	3 years
Intellectual property [Member] | Maximum [Member]
Finite lived intangible assets estimated useful life
Estimated useful life (in years)	10 years
Intellectual property [Member] | Minimum [Member]
Finite lived intangible assets estimated useful life
Estimated useful life (in years)	3 years
Developed technology [Member] | Maximum [Member]
Finite lived intangible assets estimated useful life
Estimated useful life (in years)	6 years
Customer relationships [Member] | Maximum [Member]
Finite lived intangible assets estimated useful life
Estimated useful life (in years)	8 years
Other [Member] | Maximum [Member]
Finite lived intangible assets estimated useful life
Estimated useful life (in years)	6 years
Other [Member] | Minimum [Member]
Finite lived intangible assets estimated useful life
Estimated useful life (in years)	2 years

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

[2] The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

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Financial risk management (Tables)

12 Months Ended

Dec. 31, 2012

Financial risk management [Abstract]

Financial Instruments

As of December 31 (in thousands)	2012 Notional amount EUR		Fair Value EUR		2011 Notional amount EUR		Fair Value EUR
Forward foreign exchange contracts1		262,146		16,805		389,579		(23,999)
Interest rate swaps 2		624,900		124,050		641,500		109,991

1 Relates to forward contracts assigned as a hedge to forecasted sales and purchase transactions and to monetary assets and liabilities, mainly in U.S. dollar and Japanese Yen.

2 Relates to interest rate swaps assigned as a hedge to interest bearing assets and liabilities, mainly related to the Eurobond; the fair value of the interest rate swaps includes accrued interest.

Derivative financial instruments per category

	2012				2011
As of December 31 (in thousands)	Assets EUR		Liabilities EUR		Assets EUR		Liabilities EUR
Interest rate swaps - cash flow hedges		-		4,780		-		3,933
Interest rate swaps - fair value hedges		128,830		-		113,924		-
Forward foreign exchange contracts - cash flow hedges		5,975		5,688		11,332		3,019
Forward foreign exchange contracts - other hedges (no hedge accounting)		16,943		425		1,095		33,407
Total		151,748		10,893		126,351		40,359
Less non-current portion:
Interest rate swaps - cash flow hedges		-		4,032		-		3,210
Interest rate swaps - fair value hedges		101,651		-		92,534		-
Total non-current portion		101,651		4,032		92,534		3,210
Total current portion		50,097		6,861		33,817		37,149

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Segment disclosure

12 Months Ended

Dec. 31, 2012

Segment disclosure [Abstract]

Segment disclosure

20. Segment disclosure

Segment information has been prepared in accordance with ASC 280, “Segment Reporting”.

ASML operates in one reportable segment for the development, production, marketing, sale and servicing of advanced semiconductor equipment systems exclusively consisting of lithography systems. In accordance with ASC 280, ASML’s Chief Executive Officer has been identified as the chief operating decision-maker, who reviews operating results to make decisions about allocating resources and assessing performance for ASML.

Management reporting includes net system sales figures of new and used systems. Net system sales for new and used systems were as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
New systems		3,620,260		4,780,720		3,704,290
Used systems		181,372		103,193		190,452
Net system sales		3,801,632		4,883,913		3,894,742

Net system sales decreased by EUR 1,082.3 million, or 22.2 percent to EUR 3,801.6 million in 2012 from EUR 4,883.9 million in 2011 (2010: EUR 3,894.7 million). The decrease in net system sales was mainly caused by decreased demand in Memory. During 2012, the majority of the system sales were generated from Logic.

For geographical reporting, net sales are attributed to the geographic location in which the customers’ facilities are located. Identifiable assets are attributed to the geographic location in which these assets are located. Net sales and identifiable assets (total assets excluding goodwill and other intangible assets) by geographic region were as follows:

Year ended December 31 (in thousands)	Net sales EUR		Identifiable assets EUR
2012
Japan		292,309		128,750
Korea		1,276,304		85,022
Singapore		98,554		15,696
Taiwan		1,479,768		138,010
Rest of Asia		197,262		999,392
Europe		256,192		5,412,758
United States		1,131,166		471,739
Total		4,731,555		7,251,367
2011
Japan		405,595		414,264
Korea		1,318,777		56,765
Singapore		436,308		14,179
Taiwan		1,146,601		87,833
Rest of Asia		450,796		817,496
Europe		505,129		5,207,509
United States		1,387,829		508,359
Total		5,651,035		7,106,405
2010
Japan		396,748		345,160
Korea		1,396,028		31,859
Singapore		215,357		17,189
Taiwan		1,380,400		77,125
Rest of Asia		239,914		1,749,879
Europe		203,548		3,382,117
United States		675,943		422,092
Total		4,507,938		6,025,421

In 2012, sales to the largest customer accounted for EUR 1,236.1 million or 26.1 percent of net sales (2011: EUR 1,311.7 million or 23.2 percent of net sales; 2010: EUR 1,270.8 million or 28.2 percent of net sales). ASML’s three largest customers (based on net sales) accounted for 58.9 percent of accounts receivable and finance receivables at December 31, 2012, 35.5 percent of accounts receivable and finance receivables at December 31, 2011, and 36.9 percent of accounts receivable and finance receivables at December 31, 2010.

Substantially all of ASML’s sales were export sales in 2012, 2011 and 2010.

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Income taxes

12 Months Ended

Dec. 31, 2012

Income taxes [Abstract]

Income taxes

19. Income taxes

The components of the provision for income taxes are as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Current tax		(79,255)		(129,127)		(180,613)
Deferred tax		74,993		(52,548)		(40,090)
Provision for income taxes		(4,262)		(181,675)		(220,703)

The Dutch statutory tax rate was 25.0 percent in 2012 and 2011 and 25.5 percent in 2010. Tax amounts in other jurisdictions are calculated at the rates prevailing in the relevant jurisdictions.

The reconciliation of the provision for income taxes shown in the consolidated statements of operations, based on the effective tax rate, with the Dutch statutory tax rate, is as follows:

Year ended December 31 (in thousands)	2012 EUR		%		2011 EUR		%		2010 EUR		%
Income before income taxes		1,150,578		100.0		1,648,635		100.0		1,242,523		100.0
Income tax provision based on ASML’s domestic rate		(287,644)		25.0		(412,159)		25.0		(316,843)		25.5
Effects of tax rates in foreign jurisdictions		9,786		(0.9)		20,663		(1.3)		15,878		(1.3)
Adjustments in respect of tax exempt income		23,532		(2.0)		19,134		(1.2)		19,987		(1.6)
Adjustments in respect of changes in the applicable tax rate 1		-		-		-		-		(569)		0.1
Adjustments in respect of tax incentives		143,160		(12.4)		180,096		(10.9)		66,881		(5.4)
Adjustments in respect of prior years’ current taxes		18,275		(1.6)		9,097		(0.6)		25,648		(2.1)
Movements in the liability for unrecognized tax benefits		95,465		(8.3)		6,634		(0.4)		(28,796)		2.3
Other credits and non-taxable items		(6,836)		0.6		(5,140)		0.4		(2,889)		0.3
Provision for income taxes		(4,262)		0.4		(181,675)		11.0		(220,703)		17.8

1 At the end of 2010, the Dutch government enacted a tax rate reduction from 25.5 percent in 2010 to 25.0 percent in 2011.

Income tax provision based on ASML’s domestic rate

The provision for income taxes based on ASML’s domestic rate is based on the Dutch statutory income tax rate and reflects the provision for income taxes that would have been applicable if all of our income was derived from our Dutch operations and there were no permanent book tax differences and no other tax facilities.

Effects of tax rates in foreign jurisdictions

A portion of ASML’s results are realized in countries other than the Netherlands where different tax rates are applicable.

Adjustments in respect of tax exempt income

In certain jurisdictions part of the income generated is tax exempted.

Adjustments in respect of tax incentives

Adjustments in respect of tax incentives relate to reduced tax rates in several jurisdictions, mainly consisting of the agreement with the Dutch fiscal authorities of December 2010 regarding the application of the “Innovation Box”, and the research and development deduction (“RDA”). The Innovation box is a facility under Dutch corporate tax law pursuant to which income associated with R&D is partially exempted from taxation. This tax ruling has retroactive effect to January 1, 2007 and is valid through December 31, 2016. Thereafter the validity of this ruling may be extended or this ruling may be adapted depending on a possible change in law or change of circumstances.

Adjustments in respect of prior years’ current taxes

In 2012, we recognized a tax benefit of EUR 18.3 million or 1.6 percent of income before taxes mainly attributable to the application of tax exemptions for prior years, which had a favorable effect on the effective tax rate for 2012.

In 2010, we recognized a tax benefit of EUR 25.6 million or 2.1 percent of income before income taxes mainly attributable to the application of the Innovation Box for prior years, which had a favorable effect on the effective tax rate for 2010 (EUR 37.5 million including interest or 3.0 percent).

Movements in the liability for unrecognized tax benefits

In 2012, ASML recognized a tax benefit of EUR 95.5 million or 8.3 percent of income before income taxes mainly as a result of the successful conclusion of tax audits in different jurisdictions (EUR 92.5 million).

Other credits and non-taxable items

Other credits and non-taxable items reflect the impact on statutory rates of permanent non-taxable items such as non-deductible taxes, non-deductible interest expense, and non-deductible meals and entertainment, as well as the impact of (the reversal of) various tax credits on our provision for income taxes.

Income taxes recognized directly in shareholders’ equity

Income taxes recognized directly in shareholders’ equity (including other comprehensive income) are as follows:

Income tax recognized in shareholders’ equity (in thousands)	2012 EUR		2011 EUR		2010 EUR
Current tax
Derivative financial instruments1		(1,066)		6,257		8,262
Tax (benefit) deficit from share-based payments		(2,116)		11		(106)
Total income tax recognized in shareholders’ equity		(3,182)		6,268		8,156

1 Recognized directly in Other Comprehensive Income.

Liability for unrecognized tax benefits and deferred taxes

The deferred tax position and liability for unrecognized tax benefits recorded on the consolidated balance sheets are as follows:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Liability for unrecognized tax benefits		(59,967)		(155,432)
Deferred tax position		114,527		137,946
Total		54,560		(17,486)

Liability for unrecognized tax benefits

The calculation of our liability for unrecognized tax benefits involves uncertainties in the application of complex tax laws. Our estimate for the potential outcome of any uncertain tax issue is highly judgmental. We believe that we have adequately provided for uncertain tax positions. However, settlement of these uncertain tax positions in a manner inconsistent with our expectations could have a material impact on our consolidated financial statements.

Consistent with the provisions of ASC 740, as of December 31, 2012, ASML has a liability for unrecognized tax benefits of EUR 60.0 million (2011: EUR 155.4 million) which is classified as non-current deferred and other tax liabilities. The total liability for unrecognized tax benefits, if reversed, would have a favorable effect on our effective tax rate.

Expected interest and penalties related to income tax liabilities have been accrued for and are included in the liability for unrecognized tax benefits and in the provision for income taxes. The balance of accrued interest and penalties recorded in the consolidated balance sheets as per December 31, 2012 amounted to EUR 21.4 million (2011: EUR 24.5 million). Accrued interest and penalties recorded in the consolidated statement of operations of 2012 amounted to a tax benefit of EUR 3.1 million (2011: tax benefit of EUR 9.3 million; 2010: tax charge of EUR 5.3 million).

A reconciliation of the beginning and ending balance of the liability for unrecognized tax benefits is as follows:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Balance, January 1		155,432		162,066
Gross increases – tax positions in prior period		4,297		11,121
Gross decreases – tax positions in prior period		(92,521)		(24,566)
Gross increases – tax positions in current period		3,255		21,258
Settlements		-		(10,403)
Lapse of statute of limitations		(10,496)		(4,044)
Total liability for unrecognized tax benefits		59,967		155,432

For 2012 the gross decreases in tax positions in prior period mainly relates to the release of tax positions after successful conclusion of tax audits in different jurisdictions.

We estimate that the total liability for unrecognized tax benefits will decrease by EUR 3.0 million within the next 12 months. The estimated changes to the liability for unrecognized tax benefits within the next 12 months are mainly due to expected settlements with tax authorities.

We are subject to tax audits in our major tax jurisdictions for years from and including 2007 onwards in the Netherlands, for years from and including 2006 onwards in Hong Kong, and for years from and including 2001 onwards in the United States. In the course of such audits, local tax authorities may challenge the positions taken by us. For the years 2006 through 2010, the partial exemption of taxable profits is subject to tax audits in certain tax jurisdictions.

Deferred tax position

The changes in deferred income tax assets and liabilities consist of the following elements:

Changes in deferred tax assets and liabilities (in thousands)	2012 EUR		2011 EUR
Balance, January 1		137,946		193,587
Consolidated statements of operations		(20,242)		(59,539)
Effect of changes in exchange rates		(3,177)		3,898
Balance, December 31		114,527		137,946

The deferred tax position is classified in the consolidated balance sheets as follows:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Deferred tax assets – current		103,695		120,720
Deferred tax assets – non-current		39,443		38,735
Total deferred tax assets		143,138		159,455
Deferred tax liabilities – current		(271)		(214)
Deferred tax liabilities – non-current		(28,340)		(21,295)
Total deferred tax liabilities		(28,611)		(21,509)
Total		114,527		137,946

The composition of total deferred tax assets and liabilities in the consolidated financial statements is as follows:

Deferred tax assets composition of temporary differences (in thousands)	January 1, 2012 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2012 EUR
Capitalized research and development expenditures		34,374		(6,465)		(506)		27,403
Inventories		35,820		(7,351)		(302)		28,167
Deferred revenue		23,892		(3,083)		(237)		20,572
Provisions		14,515		7,296		(283)		21,528
Installation and warranty reserve		8,772		(1,508)		(113)		7,151
Tax effect carry-forward losses		7,735		(2,219)		41		5,557
Fixed assets		6,495		1,454		(151)		7,798
Restructuring and impairment		5,146		(733)		(77)		4,336
Alternative minimum tax credits1		5,028		229		(30)		5,227
Bilateral advance pricing agreement 2		1,426		(1,278)		-		148
Share-based payments		950		516		(33)		1,433
Other temporary differences		15,302		140		(1,624)		13,818
Total		159,455		(13,002)		(3,315)		143,138

1 Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

2 The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

Deferred tax liabilities composition of temporary differences (in thousands)	January 1, 2012 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2012 EUR
Fixed assets		(19,108)		(6,965)		183		(25,890)
Borrowing costs		(1,554)		(404)		-		(1,958)
Other temporary differences		(847)		129		(45)		(763)
Total		(21,509)		(7,240)		138		(28,611)

Deferred tax assets composition of temporary differences (in thousands)	January 1, 2011 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2011 EUR
Capitalized research and development expenditures		27,239		5,501		1,634		34,374
Inventories		71,124		(35,813)		509		35,820
Deferred revenue		10,890		11,746		1,256		23,892
Provisions		21,828		(7,463)		150		14,515
Installation and warranty reserve		8,092		98		582		8,772
Tax effect carry-forward losses		27,756		(18,695)		(1,326)		7,735
Fixed assets		4,386		1,872		237		6,495
Restructuring and impairment		6,074		(1,063)		135		5,146
Alternative minimum tax credits1		4,658		112		258		5,028
Bilateral advance pricing agreement2		7,993		(6,583)		16		1,426
Share-based payments		1,678		(808)		80		950
Other temporary differences		13,719		936		647		15,302
Total		205,437		(50,160)		4,178		159,455

1 Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

2 The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

Deferred tax liabilities composition of temporary differences (in thousands)	January 1, 2011 EUR		Consolidated statements of operations EUR		Effect of changes in exchange rates EUR		December 31, 2011 EUR
Fixed assets		(9,661)		(9,175)		(272)		(19,108)
Borrowing costs		(1,231)		(323)		-		(1,554)
Other temporary differences		(958)		119		(8)		(847)
Total		(11,850)		(9,379)		(280)		(21,509)

Tax effect carry-forward losses

Deferred tax assets from carry-forward losses result predominantly from net operating loss carry-forwards incurred in the United States prior to 2011.

Net operating losses qualified as tax losses under United States federal tax laws were fully utilized to offset taxable income during 2012. Net operating losses qualified as tax losses under United States state tax laws incurred by United States group companies can in general be offset against future profits realized in the 5 to 20 years following the year in which the losses are incurred. The period of net operating loss carry forward for United States state tax purposes depends on the state in which the tax loss arose. Our ability to use United States state tax loss carry forwards in existence at December 31, 2012, is subject to varying state statutes (providing for periods of between 5 and 20 years) and valuation allowances have been set up for state carry forward losses that are not expected to be realized before they expire. The total amount of losses carried forward under United States state tax laws as of December 31, 2012, is EUR 503.7 million tax basis or EUR 5.6 million tax effect.

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Income taxes (Details 5) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
The changes in deferred income tax assets and liabilities
Beginning Balance	€ 137,946	€ 193,587
Consolidated statements of operations	(20,242)	(59,539)
Effect of changes in exchange rates	(3,177)	3,898
Ending Balance	€ 114,527	€ 137,946

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Employee benefits (Tables)

12 Months Ended

Dec. 31, 2012

Employee benefits [Abstract]

Bonus plan expenses

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Bonus expenses		16,474		15,557		12,489

Bonus expenses under performance-related bonus plan

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Bonus expenses		14,588		13,131		9,694

Assumption of the Black-Scholes option valuation of the fair value of the company's stock options

Year ended December 31	2012		2011		2010
Weighted average share price (in EUR)		40.3		28.0		24.1
Volatility (in percentage)		25.6		37.8		36.4
Expected life (in years)		5.0		4.8		4.6
Risk free interest rate		2.1		2.9		2.5
Expected dividend yield (in EUR)		1.45		1.25		1.06
Forfeiture rate1		-		-		-

1 As of year end for each of the three years ended December 31, forfeitures are estimated to be nil.

Stock options

	EUR-denominated						USD-denominated
Year ended December 31	2012		2011		2010		2012		2011		2010
Weighted average fair value of stock options granted		8.97		8.28		8.22		11.87		10.42		11.10
Weighted average share price at the exercise date of stock options		40.45		29.39		25.77		50.88		41.94		33.79
Aggregate intrinsic value of stock options exercised (in thousands)		71,331		30,204		22,720		12,684		11,323		13,669
Aggregate remaining contractual term of currently exercisable options (years)		3.59		2.08		2.86		3.17		1.80		2.59
Aggregate intrinsic value of exercisable stock options (in thousands)		34,438		39,384		54,109		21,882		20,492		25,780
Aggregate intrinsic value of outstanding stock options (in thousands)		35,671		45,141		65,240		22,433		20,791		28,024

Stock option transactions

	EUR-denominated				USD-denominated
	Number of options		Weighted average exercise price per ordinary share (EUR)		Number of options		Weighted average exercise price per ordinary share (USD)
Outstanding, January 1, 2012		5,133,659		24.48		1,792,305		34.01
Granted		32,240		39.52		11,041		51.79
Exercised		(2,928,641)		16.07		(362,071)		15.87
Forfeited		(5,530)		18.22		(350)		33.75
Expired		(1,103,566)		55.45		(946,089)		48.98
Outstanding, December 31, 2012		1,128,162		16.38		494,836		19.06
Exercisable, December 31, 2012		1,060,262		15.52		472,586		18.09

Outstanding stock options

EUR-denominated						USD-denominated
Range of exercise prices (EUR)		Number of outstanding options at December 31, 2012		Weighted average remaining contractual life of outstanding options (years)		Range of exercise prices (USD)		Number of outstanding options at December 31, 2012		Weighted average remaining contractual life of outstanding options (years)
	0 - 10		-		-		0 - 10		55,260		2.75
	10 - 15		602,473		3.00		10 - 15		230,215		1.64
	15 - 20		292,093		3.91		15 - 20		5,424		5.80
	20 - 25		176,120		5.18		20 - 25		101,697		4.49
	25 - 40		30,422		8.77		25 - 40		90,116		6.16
	40 - 50		27,054		9.79		40 - 50		2,077		8.66
	50 - 60		-		-		50 - 60		10,047		9.70
	Total		1,128,162		3.89		Total		494,836		3.41

Summary of share plans

	EUR-denominated						USD-denominated
Year ended December 31	2012		2011		2010		2012		2011		2010
Total fair value at vesting date of shares vested during the year (in thousands)		16,179		9,155		6,165		5,392		1,956		8,856
Weighted average fair value of shares granted		36.15		28.09		23.51		47.71		39.00		31.66

Employee share issuances

	EUR- denominated Number of shares			Weighted average fair value at grant date (EUR)		USD- denominated Number of shares			Weighted average fair value at grant date (USD)
Conditional shares outstanding at January 1, 2012		1,479,297			24.19		264,891			32.35
Granted		678,505			36.15		110,465			47.71
Vested/Issued		(421,902	)		20.88		(106,500	)		31.05
Forfeited		(42,290	)		19.91		(19,762	)		37.55
Conditional shares outstanding at December 31, 2012		1,693,610			29.92		249,094			40.71

Pension Costs

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Pension plan based on multi-employer union plan		34,525		31,819		29,643
Pension plans based on defined contribution		15,773		14,128		10,950
Pension and retirement expenses		50,298		45,947		40,593

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Cash and cash equivalents and short-term investments (Tables)

12 Months Ended

Dec. 31, 2012

Cash and cash equivalents and short-term investments [Abstract]

Short-term investments

As of December 31, 2012 (in thousands)	Cost basis		Unrealized Gains		Unrealized Losses		Recorded Basis
Dutch Treasury Certificates		279,988		-		-		279,988
Deposits		650,017		-		-		650,017
Total		930,005		-		-		930,005

XML

Board of Management and Supervisory Board remuneration

12 Months Ended

Dec. 31, 2012

Board of Management and Supervisory Board remuneration [Abstract]

Board of Management and Supervisory Board remuneration

21. Board of Management and Supervisory Board remuneration

The remuneration of the members of the Board of Management is determined by the Supervisory Board on the advice of the Remuneration Committee. The 2010 Remuneration Policy, as adopted by the General Meeting of Shareholders on March 24, 2010, was not changed in 2012.

The 2010 Remuneration Policy enables ASML to continue to attract, reward and retain qualified and experienced industry professionals in an international labor market. The remuneration structure and levels are assessed against a reference market by benchmarking. The total remuneration in 2012 consists of base salary, short-term performance incentives (in cash), long-term performance incentives (in shares) and other benefits.

Total direct compensation, pension and other benefits

The remuneration of the members of the Board of Management in 2012, 2011 and 2010 was as follows:

		Fixed	Short-term (variable)		Long-term (variable)		Total Remuneration	Other
	Year	Base salary EUR	STI (Cash)1 EUR	Option awards2 EUR	LTI (share awards)3 EUR		Total7 EUR	Pension8 EUR	Compensation Pension Premium9 EUR	Other benefits and expense reimbursement10 EUR
E. Meurice	2012	818,000	613,500	-	2,079,601	4	3,511,101	167,427	-	127,116
	2011	787,000	586,709	-	1,413,218	5	2,786,927	140,113	88,050	136,765
	2010	757,000	566,236	42,648	935,617	6	2,301,501	136,697	-	132,630
P.T.F.M.	2012	508,000	304,800	-	1,289,415	4	2,102,215	79,190	-	46,275
Wennink	2011	488,000	291,043	-	875,493	5	1,654,536	85,994	94,455	44,669
	2010	469,000	280,650	26,401	579,321	6	1,355,372	84,229	-	43,627
M.A. van den	2012	538,000	322,800	-	1,366,039	4	2,226,839	83,990	-	47,540
Brink	2011	517,000	308,339	-	927,912	5	1,753,251	91,243	181,826	45,502
	2010	497,000	297,405	28,025	617,004	6	1,439,434	90,388	-	44,817
F.J. van Hout	2012	445,000	267,000	-	1,131,676	4	1,843,676	69,110	-	37,313
	2011	428,000	255,259	-	832,201		1,515,460	75,134	9,735	35,190
	2010	412,000	246,541	23,209	471,700		1,153,450	65,300	-	34,549
F.J.M.	2012	433,000	259,800	-	1,144,137		1,836,937	67,190	-	28,889
Schneider-	2011	416,000	248,102	-	676,945		1,341,047	56,475	4,290	28,313
Maunoury	2010	400,000	239,360	-	326,947		966,307	55,011	-	34,788

1 Actual short-term incentives (“STI”) (cash) chargeable to us in the financial year (i.e. STI relating to performance in the current year but paid out in the next financial year).

2 The remuneration reported as part of the option awards is based on costs incurred under U.S. GAAP. The costs of the option awards are based on the actual vested number of option awards multiplied by the fair value of the option awards at grant date and are recorded in the consolidated statements of operations on a straight line basis over the vesting period. The use of performance stock options in the short term incentive plan was withdrawn as of 2010. The last performance option awards were granted in 2009 and became unconditional in 2010.

3 The remuneration reported as part of the long-term incentives (“LTI”) (share awards) is based on costs incurred under U.S. GAAP. The costs of share awards are charged to the consolidated statements of operations over the 3 year vesting period based on the maximum achievable number of share awards. Therefore the costs for e.g. the financial year 2012 include costs of the Board of Management’s performance share plan 2012, 2011 and 2010. Furthermore, the difference between the amount based on the maximum achievable number of share awards and the amount based on the actual number of share awards that vest, is released to the consolidated statements of operations in the financial year in which the share awards vest.

4 The remuneration reported as part of the LTI (share awards) for the year 2012 includes an adjustment for the Board of Management performance share plan 2009 based on the actual number of share awards vested in 2012. The adjustment for Mr. Meurice, Mr. Wennink, Mr. van den Brink and Mr. van Hout amounts to EUR -106,266, EUR -65,785, EUR -69,831 and EUR -57,838, respectively.

5 The remuneration reported as part of the LTI (share awards) for the year 2011 includes an adjustment for the Board of Management performance share plan 2008 based on the actual number of share awards vested in 2011. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to
EUR -148,040, EUR -91,645 and EUR -97,281, respectively.

6 The remuneration reported as part of the LTI (share awards) for the year 2010 includes an adjustment for the Board of Management performance share plan 2007 based on the actual number of share awards vested in 2010. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to
EUR -296,287, EUR -183,612 and EUR -191,972, respectively.

7 This total reflects base salary, STI (cash), option awards and LTI (share awards).

8 The pension arrangement has been adjusted upwards to match common market practice as from 2010. Furthermore, since the pension arrangement for members of the Board of Management is a defined contribution plan, we do not have additional pension obligations beyond the annual premium contribution. As per 2010, the employee contribution to the pension plan is 4.0 percent of the pension base.

9 In 2011, compensation was paid to the Board of Management regarding the risk premium for spouse/orphan pensions, to align the Board of Management pension arrangement with senior management. This concerned a reimbursement for risk premiums that were erroneously paid by the participants in the past.

10 Other benefits and expense reimbursement are gross amounts and may include housing costs, company car costs, travel expenses, social security costs, health and disability insurance costs and representation allowances.

Short-term incentive

The annual performance-related cash incentive will have an on-target level of 75.0 percent of base salary for the Chief Executive Officer (“CEO”) and 60.0 percent for the other members of the Board of Management. The payouts are pro-rated, on a linear basis to the level of achievement of six performance criteria. Of the five quantitative performance criteria, three are based on the achievement of measurable financial targets, one on Technology Leadership Index (which also included qualitative elements) and one on achievements in the market position. Additionally, the qualitative target is based on the achievement of agreed key objectives.

In principle, the weighting of each of the five quantitative criteria is equal (weighted 80.0 percent in total). The sixth target is based on qualitative objectives (weighted 20.0 percent). The setting and measuring period of the financial and technology based targets is semiannual, and for the market related and qualitative targets it is annual. The overall payout is annual and the cash incentive is accrued during the performance period.

The Remuneration Committee evaluated the Board of Managements’ performance on above six criteria. Based on the 2012 evaluation, 6 out of 6 performance criteria were achieved on target or above target result, resulting in a cash payout of EUR 1.8 million representing 75.0 percent of Mr. Meurice’s base salary, 60.0 percent of Messrs. Wennink’s, Van den Brink’s, van Hout’s and Schneider-Maunoury’s base salary.

Performance Stock Options

In order to shift the focus from the short-term to the long-term, performance stock options are not a part of the 2010 Remuneration Policy. The value of this part of the remuneration has been moved into the long-term incentive plan which is paid in shares. 2009 was the last year in which performance stock options were granted to the members of the Board of Management, which means the actual number of performance stock options for 2009 achievement were awarded for the last time in 2010. Once the options are unconditionally awarded after fulfillment of the performance conditions, the options will be retained (lock-up period) by the Board of Management member for at least two years after the date of unconditional award or until the termination of employment, whichever period is shorter. The fair value of the options granted is determined based on the Black-Scholes option valuation model. Details of vested options held by members of the Board of Management to purchase ordinary shares of ASML Holding N.V. are set out below:

	Jan. 1, 2012		Exercised during 2012		Share price on exercise date (EUR)		Vested during 2012		Expired during 2012		Dec. 31, 2012		Exercise price (EUR)		Expiration date
E. Meurice		23,270		23,270		35.12		-		-		-		11.53		1/19/2015
		88,371		88,371		36.70		-		-		-		17.90		1/18/2016
		95,146		95,146		43.89		-		-		-		20.39		1/17/2017
		42,448		42,448		36.67		-		-		-		17.20		2/4/2018
		84,895		84,895		34.93		-		-		-		12.39		2/2/2019
P.T.F.M. Wennink		31,500		-		-		-		31,500		-		58.00		1/20/2012
		52,554		52,554		33.60		-		-		-		12.39		2/2/2019
M.A. van den Brink		31,500		-		-		-		31,500		-		58.00		1/20/2012
		27,894		27,894		34.38		-		-		-		17.20		2/4/2018
		55,788		55,788		33.60		-		-		-		12.39		2/2/2019
F.J. van Hout		46,201		46,201		33.60		-		-		-		12.39		2/2/2019
F.J.M. Schneider-		-		-		-		-		-		-		-		-
Maunoury

Long-term incentive

The members of the Board of Management are eligible to receive performance shares, which will be awarded annually under the condition of fulfillment of predetermined performance targets. These targets are measured over a period of three calendar years. The performance measures for obtaining performance targets will be ASML’s relative Return On Average Invested Capital (“ROAIC”) position compared with the peer group (weighted 80.0 percent) and a qualitative target related to ASML’s long-term ability to keep performing at high standards (weighted 20.0 percent).

The maximum number of performance shares to be conditionally awarded will equal 146.25 percent of base salary divided by the value of one performance share (i.e. reflecting maximum achievement). ASML defines stretching targets, whereas for on target achievement, the value of performance shares will be 80.0 percent of base salary.

For the determination of the number of performance shares that will be conditionally awarded, ASML applies a fixed number approach. Under this approach, the number of shares is fixed for two consecutive years. Every two years, the fixed number is calculated using the maximum achievable value of 146.25 percent of base salary divided by the value of the performance share at the moment of grant in the respective year. In 2012, the fixed number calculation has been conducted.

Once the shares are unconditionally awarded after fulfillment of the performance conditions, the shares will be retained (for a lock-up period) by the Board of Management member for at least two years after the date of unconditional award or until the termination of employment, whichever period is shorter. ASML accounts for this share award performance plan as a variable plan.

Details of performance shares granted to members of the Board of Management are as follows:

Board of management

Grant date

Status

Full control

Number of shares at grant date

Fair value at grant date EUR

Vesting date

Number of shares at vesting date

End of lock- up date

E. Meurice

4/18/2012

Conditional

No

73,570

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

88,732

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

88,732

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

57,002

13.05

2/2/2012

48,859

1

2/2/2014

2/4/2008

Unconditional

No

57,002

18.18

2/4/2011

48,859

1

2/4/2013

1/17/2007

Unconditional

Yes

66,338

20.39

1/17/2010

51,807

1/17/2012

P.T.F.M. Wennink

4/18/2012

Conditional

No

45,689

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

54,974

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

54,974

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

35,287

13.05

2/2/2012

30,246

1

2/2/2014

2/4/2008

Unconditional

No

35,287

18.18

2/4/2011

30,246

1

2/4/2013

1/17/2007

Unconditional

Yes

41,111

20.39

1/17/2010

32,106

1/17/2012

M.A. van den Brink

4/18/2012

Conditional

No

48,387

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

58,256

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

58,256

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

37,458

13.05

2/2/2012

32,107

1

2/2/2014

2/4/2008

Unconditional

No

37,458

18.18

2/4/2011

32,107

1

2/4/2013

1/17/2007

Unconditional

Yes

42,980

20.39

1/17/2010

33,565

1/17/2012

F.J. van Hout

4/18/2012

Conditional

No

40,023

37.33

4/18/2015

4/18/2017

4/13/2011

Conditional

No

48,293

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

48,293

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

31,021

13.05

2/2/2012

26,589

1

2/2/2014

F.J.M. Schneider-

4/18/2012

Conditional

No

38,944

37.33

4/18/2015

4/18/2017

Maunoury

4/13/2011

Conditional

No

46,886

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

46,886

22.93

2/1/2013

-

2/1/2015

1 The number of shares included in the lock-up period is reduced as a result of the synthetic share buyback due to an exchange for each 100 ordinary shares for 77 ordinary shares. The number of shares vested in 2012 after the synthetic share buyback for Mr. Meurice, Mr. Wennink, Mr. van den Brink and for Mr. van Hout are 37,621 shares, 23,289 shares, 24,722 shares and 20,474 shares, respectively. The number of shares vested in 2011 after the synthetic share buyback for Mr. Meurice, Mr. Wennink and for Mr. van den Brink are 37,621 shares, 23,289 shares and 24,722 share, respectively.

Pension Benefits

Members of the Board of Management are offered a pension plan based on defined contribution. The total defined contribution is a percentage of the pensionable salary and is dependent on the participant’s age at the beginning of the year. In 2011, compensation was paid to the Board of Management regarding the spouse/orphan risk premium to align the Board of Management pension arrangement with senior management. This concerned a reimbursement for risk premiums that were erroneously paid by the participants in the past.

Benefits upon termination of employment

Term of appointment/employment

Members of the Board of Management appointed after the 2004 amendment of the Articles of Association, are appointed for a period of four years, after which reappointment is possible for consecutive four-year terms. Messrs. P. Wennink and M. van den Brink’s appointment to the Board of Management is for an indefinite period of time, as their initial appointment was before 2004. The existing employment contracts, including all rights and obligations under these contracts, will be honored.

Severance agreement

Employment agreements with the Board of Management members concluded prior to March 31, 2004 (i.e. Messrs. Wennink and Van den Brink) do not contain specific provisions regarding benefits upon termination of those agreements. Potential severance payments in such case will be according to applicable law (e.g. cantonal formula in the Netherlands).

Employment agreements for members of the Board of Management appointed after March 31, 2004 (i.e. Messrs. Meurice, Van Hout and Schneider-Maunoury) do contain specific provisions regarding benefits upon termination of those agreements.

If we give notice of termination of the employment agreement for reasons which are exclusively or mainly found in acts or omissions on the side of the Board of Management member, no severance amount will be granted. If this is not the case, a severance amount equal to one year base salary or a severance consistent with the Dutch Labor laws will be made available upon the effective date of termination.

This severance payment will also be made available in case the Board of Management member gives notice of termination of the employment agreement due to a significant difference of opinion between the respective executives and the Supervisory Board regarding his employment agreement, his function or our strategy.

Change of control

Board of Management members with an employment agreement dated after March 31, 2004 (i.e. Messrs. Meurice, Van Hout and Schneider-Maunoury) shall also be entitled to the aforementioned severance amount in the event ASML or its legal successor gives notice of termination due to a Change of Control (as defined in the employment agreement) or if the Board of Management member gives notice of termination, which is directly related to such Change of Control and such notice is given within twelve months from the date on which the Change of Control occurs.

In order to comply with the highest standards of corporate governance, the Supervisory Board decided to mitigate the potential benefit of a Change of Control under the long-term incentive arrangements. This arrangement entails that the share price will be fixed on the average of i) the average closing share price over a period of 15 trading days prior to first public announcement of Change of Control negotiations, and ii) the average closing share price over a period of 30 trading days prior to closing of the transaction.

Supervisory Board

The annual remuneration for Supervisory Board members covers the period from one Annual General Meeting of Shareholders (“AGM”) to the next one. The annual remuneration is paid in quarterly installments starting after the AGM. In 2011 the Supervisory Board proposed and the General Meeting of Shareholders approved an adjustment of the remuneration of the Supervisory Board, effective as per April 1, 2011. Furthermore the General Meeting of Shareholders approved a further increase of the annual (fixed) fee with a maximum amount of EUR 5,000 depending on circumstances, which the Supervisory Board implemented per April 1, 2012.

The following table sets forth an overview of the remuneration awarded to Supervisory Board Members in 2012 and 2011:

Year ended December 31, 2012	Total		Supervisory board		Audit committee		Remuneration committee			Selection and nomination committee		Technology and strategy committee		Other1,2
Arthur P.M. van der Poel		94,750		68,750		10,000		-			8,000		8,000		-
Jos W.B. Westerburgen		96,116		48,750		-		12,000			12,000		-		23,366	3
OB Bilous		104,750		78,750		-		-			8,000		8,000		10,000
Fritz W. Fröhlich		68,750		48,750		15,000		-			-		-		5,000
Hendrika (Ieke) C.J. van den Burg		56,750		48,750		-		8,000			-		-		-
William T. Siegle		90,750		78,750		-		-			-		12,000		-
Pauline F.M. van der Meer Mohr		56,750		48,750		-		8,000			-		-		-
Wolfgang H. Ziebart		72,750		48,750		10,000		6,000	4		-		8,000		-
Total		641,366		470,000		35,000		34,000			28,000		36,000		38,366
Year ended December 31, 2011	Total		Supervisory board		Audit committee		Remuneration committee			Selection and nomination committee		Technology and strategy committee		Other1,2
Arthur P.M. van der Poel		88,250		62,500		10,000		-			7,875		7,875		-
Jos W.B. Westerburgen		66,750		43,750		-		11,500			11,500		-		-
OB Bilous		99,500		73,750		-		-			7,875		7,875		10,000
Fritz W. Fröhlich		62,500		43,750		15,000		-			-		-		3,750
Hendrika (Ieke) C.J. van den Burg		51,625		43,750		-		7,875			-		-		-
William T. Siegle		85,250		73,750		-		-			-		11,500		-
Pauline F.M. van der Meer Mohr		51,625		43,750		-		7,875			-		-		-
Wolfgang H. Ziebart		61,625		43,750		10,000		-			-		7,875		-
Total		567,125		428,750		35,000		27,250			27,250		35,125		13,750

1 To compensate for certain obligations ASML has towards the U.S. government as a result of the acquisition of Silicon Valley Group in 2001, one U.S. member receives an additional EUR 10,000 to fulfill these obligations.

2 In addition to the annual fixed fee, the Vice-Chairman of the Supervisory Board receives EUR 5,000 per year to fulfill this role. As the adjustment of the Supervisory Board’s remuneration became effective as per April 1, 2011, the Vice-Chairman fee paid over the financial year 2011 amounted to EUR 3,750.

3 In 2012 Jos Westerburgen received a provisional payment related to the supervisory board remuneration for the period January to April 2013. As legislation regarding VAT registration for Supervisory Board members will change as from 2013 and Jos Westerburgen will resign in 2013 it was discussed and agreed with the Dutch tax authorities to pay the remuneration fee in advance.

4 During 2012 Wolfgang H. Ziebart was appointed as member of the Remuneration Committee and therefore received a partial fee.

In addition, a net cost allowance was paid to each Supervisory Board member in 2012, amounting to EUR 1,800 per year, and EUR 2,400 per year for the Chairman of the Supervisory Board.

Members of the Board of Management and/or Supervisory Board are free to acquire or dispose ASML shares or options for their own account, provided they comply with the applicable ASML Insider Trading Rules. Those securities are not part of members’ remuneration and are therefore not included. None of the members of the Supervisory Board currently owns shares or options on ASML shares.

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Selected operating expenses and additional information

12 Months Ended

Dec. 31, 2012

Selected operating expenses and additional information [Abstract]

Selected operating expenses and additional information

22. Selected operating expenses and additional information

Personnel expenses for all payroll employees were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Wages and salaries		711,039		648,869		551,683
Social security expenses		58,180		52,550		42,468
Pension and retirement expenses		50,298		45,947		40,593
Share-based payments		18,714		12,430		12,109
Personnel expenses		838,231		759,796		646,853

The average number of payroll employees in FTEs employed during 2012, 2011 and 2010 was 8,140, 7,627 and 6,785 respectively. The total number of payroll and temporary personnel employed in FTEs per sector was:

As of December 31	2012		2011		2010
Customer Support		2,538		2,478		2,236
SG&A		869		723		727
Industrial Engineering		637		420		398
Manufacturing & Logistics		2,856		2,852		2,659
R&D		3,736		3,417		3,225
Total employees (in FTEs)		10,636		9,890		9,245
Less: Temporary employees (in FTEs)		2,139		1,935		2,061
Payroll employees (in FTEs)		8,497		7,955		7,184

The average number of payroll employees in FTEs in our operations in the Netherlands during 2012, 2011 and 2010 was 4,620, 4,313 and 3,805 respectively.

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Consolidated Statements of Cash Flows (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Cash Flows from Operating Activities
Net income	€ 1,146,316		€ 1,466,960	[1]	€ 1,021,820
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	186,620		165,185		151,444
Impairment	3,234		12,272		8,563
Loss on disposal of property, plant and equipment	2,272	[2]	3,368	[2]	2,913	[2]
Share-based payments	18,714		12,430		12,109
Allowance for doubtful receivables	458	[3]	849	[3]	(1,256)
Addition obsolete inventory allowance	130,911		60,300		55,691
Deferred income taxes	(72,374)		63,250		28,053
Changes in assets and liabilities:
Accounts receivable	246,982		267,209		(748,898)
Finance receivables	(225,103)		(37,301)		(20,000)
Inventories	(352,716)	[2]	(276,243)	[2]	(706,233)	[2]
Other assets	19,117		(58,292)		(114,003)
Accrued and other liabilities	(147,691)		589,217		862,919
Accounts payable	(225,083)		(126,234)		350,231
Current income taxes	(28,179)		(72,530)		36,695
Net cash provided by operating activities	703,478		2,070,440		940,048
Cash Flows from Investing Activities
Purchases of property, plant and equipment	(171,878)	[2]	(300,898)	[2]	(128,728)	[2]
Proceeds from sale of property, plant and equipment					3,825	[2]
Purchase of intangible assets	(7,658)
Purchase of available for sale securities	(1,379,997)
Maturity of available for sale securities	449,992
Acquisition of subsidiaries (net of cash acquired)	(10,292)
Net cash used in investing activities	(1,119,833)		(300,898)		(124,903)
Cash Flows from Financing Activities
Dividend paid	(188,892)		(172,645)		(86,960)
Purchase of shares	(535,373)		(700,452)
Net proceeds from issuance of shares	3,907,666	[4]	34,084		31,000
Capital repayment	(3,728,324)	[5],[6]
Deposits from customers			(150,000)		150,000
Repayment of debt	(2,776)		(2,537)		(1,444)
Tax benefit (deficit) from share based payments	2,116		(11)		106
Net cash provided by (used in) financing activities	(545,583)		(991,561)		92,702
Net cash flows	(961,938)		777,981		907,847
Effect of changes in exchange rates on cash	(2,248)		3,967		4,913
Net increase (decrease) in cash and cash equivalents	(964,186)		781,948		912,760
Cash and cash equivalents at beginning of the year	2,731,782		1,949,834		1,037,074
Cash and cash equivalents at end of the year	1,767,596		2,731,782		1,949,834
Supplemental Disclosures of Cash Flow Information:
Interest paid	(37,906)		(35,919)		(35,559)
Taxes paid	€ (109,504)		€ (202,312)		€ (148,915)

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

[2] An amount of EUR 204.8 million (2011: EUR 300.5 million, 2010: EUR 214.1 million) of the additions in property, plant and equipment relates to non- cash transfers from inventory, an amount of EUR 9.6 million relates to other non-cash movements (mainly investments not yet paid and inceptions of finance lease arrangements) and an amount of EUR 222.9 million (2011: EUR 145.3 million, 2010: EUR 110.4 million) of the disposal of property, plant and equipment relates to non-cash transfers to inventory. Since the transfers between inventory and property, plant and equipment are non-cash events, these are not reflected in these consolidated statements of cash flows. For further details see Note 11.

[3] Addition for the year is recorded in cost of sales.

[4] The net proceeds from issuance of shares includes an amount of EUR 3,853.9 million related to the share issuances in connection to the Customer Co- Investment Program.

[5] In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders' equity was returned to our shareholders (excluding Intel Corporation ("Intel"), Taiwan Semiconductor Manufacturing Company Ltd. ("TSMC") and Samsung Electronics Corporation ("Samsung") (collectively referred to as "participating customers" in the Customer Co-investment Program)) and the number of shares was reduced by 23 Percent. See Note 26.

[6] The difference of EUR 125.6 million between the capital repayment EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML's treasury shares which was also part of the Synthetic Share Buyback in November 2012.

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Research and development costs

12 Months Ended

Dec. 31, 2012

Research and development costs [Abstract]

Research and development costs

23. Research and development costs

R&D costs include credits for an amount of EUR 17.9 million, EUR 25.1 million, EUR 29.5 million during 2012, 2011 and 2010 respectively. R&D credits relate to world-wide (inter-)governmental funding for certain strategic development programs.

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Commitments, contingencies and guarantees (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Contractual Obligations
Contractual obligations	€ 2,633,943,000
1 year	1,631,981,000
2 year	150,214,000
3 year	59,794,000
4 year	53,223,000
5 year	661,962,000
After 5 years	76,769,000
Purchase options
Purchase options	22,982,000
1 year
2 years	8,999,000
3 years
4 years	13,983,000
5 years
After 5 years
Commitments, contingencies and guarantees (Textual) [Abstract]
Expense on operating lease payments	41,600,000		40,600,000	37,900,000
Long-term Debt [Member]
Contractual Obligations
Contractual obligations	831,194,000	[1]
1 year	39,801,000	[1]
2 year	39,726,000	[1]
3 year	39,726,000	[1]
4 year	39,726,000	[1]
5 year	639,726,000	[1]
After 5 years	32,489,000	[1]
Operating lease obligations [Member]
Contractual Obligations
Contractual obligations	98,827,000
1 year	32,195,000
2 year	22,267,000
3 year	17,192,000
4 year	13,465,000
5 year	5,265,000
After 5 years	8,443,000
Purchase obligations [Member]
Contractual Obligations
Contractual obligations	1,643,955,000
1 year	1,557,021,000
2 year	84,012,000
3 year	2,876,000
4 year	32,000
5 year	14,000
After 5 years
Unrecognized tax benefits [Member]
Contractual Obligations
Contractual obligations	59,967,000
1 year	2,964,000
2 year	4,209,000
3 year
4 year
5 year	16,957,000
After 5 years	€ 35,837,000

[1] See Note 14 for the amounts excluding interest expenses.

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Vulnerability due to certain concentrations (Details)	Feb. 05, 2013
Vulnerability due to certain concentrations (Textual) [Abstract]
Approval date on the merger agreement by the Cymer Stockholders	Feb. 05, 2013

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General information / Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2012

General information / Summary of significant accounting policies [Abstract]

Basis of preparation

Basis of preparation

The accompanying consolidated financial statements are stated in thousands of euros (“EUR”) unless indicated otherwise.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

Use of estimates

The preparation of ASML’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet dates, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the financial statements of ASML Holding N.V. and all of its subsidiaries and the variable interest entities in which ASML is the primary beneficiary (referred to as “ASML”). All intercompany profits, balances and transactions have been eliminated in the consolidation.

Subsidiaries

Subsidiaries are all entities over which ASML has the power to govern financial and operating policies generally accompanying a shareholding of more than half of the voting rights. As from the date that these criteria are met, the financial data of the relevant subsidiaries are included in the consolidation.

Acquisitions of subsidiaries are included on the basis of the acquisition method. The cost of acquisition is measured based on the consideration transferred, the fair value of other assets distributed and the fair value of liabilities incurred or assumed at the acquisition date (i.e., the date at which we obtain control). The excess of the costs of an acquired subsidiary over the net of the amounts assigned to assets acquired and liabilities incurred or assumed, is capitalized as goodwill. Acquisition-related costs are expensed when incurred in the period they arise or the service is received.

Variable Interest Entities

We assess whether we have a controlling financial interest in any Variable Interest Entity (“VIE”) and, thus, whether we are the VIE’s primary beneficiary. ASML shall be deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a.) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b.) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If ASML has a controlling financial interest in a VIE, it is required to consolidate the VIE.

Foreign currency translation

Foreign currency translation

The financial information for subsidiaries outside the euro-zone is generally measured using local currencies as the functional currency. The financial statements of those foreign subsidiaries are translated into euros in the preparation of ASML’s consolidated financial statements. Assets and liabilities are translated into euros at the exchange rate in effect on the respective balance sheet dates. Income and expenses are translated into euros based on the average exchange rate for the corresponding period. The resulting translation adjustments are recorded directly in shareholders’ equity. Currency differences on intercompany loans that have the nature of a long-term investment are also accounted for directly in shareholders’ equity.

Derivative instruments

Derivative financial instruments

We principally use derivative hedging instruments for the management of foreign currency risks and interest rate risks. We measure all derivative hedging instruments based on fair values derived from market prices of the instruments. We adopt hedge accounting for hedges that are highly effective in offsetting the identified hedged risks taking into account required effectiveness criteria.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. We designate certain derivatives as either:

• A hedge of the exposure to changes in the fair value of a recognized asset or liability, or of an unrecognized firm commitment, that are attributable to a particular risk (fair value hedge);

• A hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk (cash flow hedge); or

• A hedge of the foreign currency exposure of a net investment in a foreign operation (net investment hedge).

We document at the inception of the transaction the relationship between hedging instruments and hedged items, as well as our risk management objectives and strategy for undertaking various hedging transactions. We also document our assessment, both at hedge inception and on an ongoing basis, of whether derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Fair value hedge

Changes in the fair value of a derivative financial instrument that is designated and qualified as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in the consolidated statements of operations.

Hedge accounting is discontinued when we revoke the hedging relationship, the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. The adjustment to the carrying amount of the hedged item arising from the hedged risk is amortized to the consolidated statement of operations from that date.

Interest rate swaps that are being used to hedge the fair value of fixed loan coupons payable are designated as fair value hedges. The change in fair value is intended to offset the change in the fair value of the underlying fixed loan coupons, which is recorded accordingly. The gain or loss relating to the ineffective portion of interest rate swaps hedging fixed loan coupons payable is recognized in the consolidated statements of operations as “interest income” or “interest expense”.

Cash flow hedge

Changes in the fair value of a derivative that is designated and qualified as a cash flow hedge are recorded in other comprehensive income, net of taxes, until the underlying hedged transaction is recognized in the consolidated statements of operations. In the event that the underlying hedge transaction will not occur within the specified time period, the gain or loss on the related cash flow hedge is released from other comprehensive income and included in the consolidated statements of operations, unless, extenuating circumstances exist that are related to the nature of the forecasted transaction and are outside our control or influence and which cause the forecasted transaction to be probable of occurring on a date that is beyond the specified time period.

Foreign currency hedging instruments that are being used to hedge cash flows related to forecasted sales or purchase transactions in non-functional currencies are designated as cash flow hedges. The gain or loss relating to the ineffective portion of the foreign currency hedging instruments is recognized in the consolidated statements of operations in “sales” or “cost of sales”.

Interest rate swaps that are being used to hedge changes in the variability of future interest cash flows to certain of our operating lease obligations are designated as cash flow hedges. The changes in fair value of the derivatives are intended to offset changes in future interest cash flows of such operating lease obligations. The gain or loss relating to the ineffective portion of interest rate swaps hedging the variability of future interest cash flows is recognized in the consolidated statements of operations as “interest income” or “interest expense”.

Net investment hedge

Foreign currency hedging instruments that are being used to hedge changes in the value of a net investment are designated as net investment hedges. Changes in the fair value of a derivative that is designated and qualifies as a net investment hedge are recorded in other comprehensive income, net of taxes. The gain or loss relating to the ineffective portion is recognized in the consolidated statements of operations as “interest income” or “interest expense”. Gains and losses accumulated in other comprehensive income are recognized in the consolidated statements of operations when the foreign operation is (partially) disposed or sold.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents consist primarily of highly liquid investments, such as bank deposits, money market funds and interest-bearing bank accounts with insignificant interest rate risk and remaining maturities of three months or less at the date of acquisition.

Short-term investments

Short-term investments

Investments with remaining maturities longer than three months and less than one year at the date of acquisition are presented as short-term investments. The short-term investments are classified as available-for-sale securities and are stated at fair value. Gains and losses, other than impairments, interest income and foreign exchange results, are recognized in comprehensive income until the short-term investments are derecognized. Upon derecognition, the cumulative gain or loss recognized in comprehensive income, is recognized in the consolidated statement of operations.

Inventories

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Cost includes net prices paid for materials purchased, charges for freight and customs duties, production labor cost and factory overhead. Allowances are made for slow-moving, obsolete or unsellable inventory.

Allowances for inventory are determined based on the expected demand which is derived from sales forecasts as well as the expected market value of the inventory.

Intangible assets

Intangible assets

Goodwill

Goodwill represents the excess of the costs of an acquisition over the fair value of the amounts assigned to assets acquired and liabilities incurred or assumed of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries is allocated to reporting units for the purpose of impairment testing. The allocation is made to those reporting units that are expected to benefit from the business combination in which the goodwill arose. Goodwill is tested for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. Goodwill is stated at cost less accumulated impairment losses.

Other intangible assets

Other intangible assets include acquired intellectual property rights, developed technology, customer relationships and other intangible assets. Other intangible assets are stated at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method based on the estimated useful lives of the assets. The following table presents the estimated useful lives of ASML’s other intangible assets:

Category	Estimated useful life
Intellectual property	3 - 10 years
Developed technology	6 years
Customer relationships	8 years
Other	2 - 6 years

Property, plant and equipment

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. Costs of assets manufactured by ASML include direct manufacturing costs, production overhead and interest costs incurred for qualifying assets during the construction period. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets. In the case of leasehold improvements, the estimated useful lives of the related assets do not exceed the remaining term of the corresponding lease.

The following table presents the estimated useful lives of ASML’s property, plant and equipment:

Category	Estimated useful life
Buildings and constructions	5 - 40 years
Machinery and equipment	2 - 5 years
Leasehold improvements	5 - 10 years
Furniture, fixtures and other equipment	3 - 5 years

Land is not depreciated.

Certain internal and external costs associated with the purchase and/or development of internally used software are capitalized when both the preliminary project stage is completed and management has authorized further funding for the project, which it has deemed probable to be completed and to be usable for the intended function. These costs are depreciated on a straight-line basis over the period of related benefit, which ranges primarily from three to five years.

Evaluation of long-lived assets for impairment

Evaluation of long-lived assets for impairment

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

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (September 30) and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The test is based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the reporting unit (including goodwill allocated to such unit) with the fair value of that reporting unit. If the carrying amount of the reporting unit is higher than the fair value of the reporting unit, the second step should be performed. In the second step the goodwill impairment is measured as the excess of the carrying amount of the goodwill over its implied fair value. The implied fair value of goodwill is determined by calculating the fair value of the various assets and liabilities included in the reporting unit in the same manner as goodwill is determined in a business combination.

Other intangible assets and property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Other intangible assets and property, plant and equipment are tested for impairment based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the other intangible assets and property, plant and equipment with the fair value being the sum of the related undiscounted future cash flows. Second, if the carrying amount of the other intangible assets and property, plant and equipment is higher than the fair value the assets are considered to be impaired. An impairment expense is recognized as the difference between the carrying amount and the fair value of the other intangible assets and property, plant and equipment.

Provisions

Provisions

Provisions for lease contract termination costs are recognized when costs will continue to be incurred under a contract for its remaining term without economic benefit to us and we cease using the rights conveyed by the contract. The provisions are measured at fair value which for an operating lease contract is determined based on the remaining lease payments reduced by the estimated sublease payments that could be reasonably obtained.

Revenue recognition

Revenue recognition

ASML recognizes revenue when all four revenue recognition criteria are met: 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 is reasonably assured. At ASML this policy generally results in revenue recognition from the sale of a system upon shipment. The revenue from the installation of a system is generally recognized upon completion of that installation at the customer site. Each system undergoes, prior to shipment, a “Factory Acceptance Test” in ASML’s clean room facilities, effectively replicating the operating conditions that will be present on the customer’s site, in order to verify whether the system will meet its standard specifications and any additional technical and performance criteria agreed with the customer, if any. A system is shipped, and revenue is recognized, only after all specifications are met and customer sign-off is received or waived. In case not all specifications are met and the remaining performance obligation is not essential to the functionality of the system but is substantive rather than inconsequential or perfunctory, a portion of the sales price is deferred. Although each system’s performance is re-tested upon installation at the customer’s site, ASML has never failed to successfully complete installation of a system at a customer’s premises.

In connection with the introduction of new technology, such as our second-generation EUV systems (NXE:3100), we initially defer revenue recognition until completion of installation and acceptance of the new technology based system at customer premises. As our systems are based largely on two product platforms that permit incremental, modular upgrades, the introduction of genuinely “new” technology occurs infrequently, and in the past 12 years, has occurred on only two occasions: 2010 (EUV) and 1999 (TWINSCAN).

In 2012, we recognized system sales revenue for one NXE:3100 system (2011: three NXE:3100 systems; 2010: no NXE:3100 systems) that was installed at the customer location and was accepted by our customer, for an amount of EUR 43.7 million (2011: EUR 119.3 million and 2010: EUR nil). As of December 31, 2012, no amounts were deferred in relation to NXE:3100 systems (2011: EUR 48.6 million and 2010: EUR 38.5 million).

ASML has no significant repurchase commitments in its general sales terms and conditions. From time to time we repurchase systems that we have manufactured and sold and, following refurbishment, resell those systems to other customers. This repurchase decision is driven by market demand expressed by other customers and not by explicit or implicit contractual arrangements relating to the initial sale. We consider reasonable offers from any vendor, including customers, to repurchase used systems so that we can refurbish, resell, and install these systems as part of our normal business operations. Once repurchased, the repurchase price of the used system is recorded in work-in-process inventory during the period it is being refurbished, following which the refurbished system is reflected in finished products inventory until it is sold to the customer. As of December 31, 2012 and 2011 ASML had no repurchase commitments.

We offer customers discounts in the normal course of sales negotiations. These discounts are directly deducted from the gross sales price at the moment of revenue recognition. From time to time, we offer volume discounts to certain customers. In some instances these volume discounts can be used to purchase field options (system enhancements). The related amount is recorded as a reduction in revenue at time of shipment. From time to time, we offer free or discounted products or services (award credits) to our customers as part of a volume purchase agreement. The sales transaction that gives rise to these award credits is accounted for as a multiple element revenue transaction as the agreements involve the delivery of multiple products. The consideration received from the sales transaction is allocated between the award credits and the other elements of the sales transaction. The consideration allocated to the award credits is recognized as deferred revenue until award credits are delivered to the customer. The amount allocable to a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the non-contingent amount).

Revenues are recognized excluding the taxes levied on revenues (net basis).

In the event that an arrangement with a customer becomes onerous, we recognize a liability for the amount that the cost of settling the arrangement exceeds the amount of the contract price. When we satisfy the onerous arrangement, we derecognize the related liability.

Multiple element arrangements

The main portion of ASML’s revenue is derived from contractual arrangements with our customers that have multiple deliverables, which mainly include the sale of our systems, installation and training services and prepaid extended and enhanced (optic) warranty contracts. As of January 1, 2011, ASML adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended the guidance on arrangements with multiple deliverables in ASC 605-25. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. We apply this accounting guidance prospectively to arrangements originating or materially modified on or after January 1, 2011. The implementation resulted in additional qualitative disclosures that are included below, but did not result in additional units of accounting and only had an insignificant impact on timing and allocation of revenues.

Each element in the arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by us. We consider a deliverable to have stand-alone value if the product or service is sold separately by us or another vendor or could be resold by the customer. Further, our revenue arrangements do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.

The hierarchy of evidence to determine a selling price in ASC 605-25 is as follows:

• Vendor-Specific Objective Evidence (“VSOE”) – the price at which we sell the element in a separate standalone transaction;

• Third-Party Evidence (“TPE”) – evidence from us or other companies of the value of a largely interchangeable element in a transaction;

• Best Estimate of Selling Price (“BESP”) – our best estimate of the selling price of an element in the transaction.

To determine the selling price in multiple elements arrangements, we establish VSOE of the selling price for installation and training services and prepaid extended and enhanced (optic) warranty contracts. VSOE is determined based on the prices that ASML charges for installation and comparable services (such as relocating a system to another customer site) and prepaid extended and enhanced (optic) warranty contracts on a stand-alone basis, which are subject to normal price negotiations. Revenue from installation and training services is recognized when the services are completed. Revenue from prepaid extended and enhanced (optic) warranty contracts is recognized over the term of the contract. When we are unable to establish the selling price using VSOE or TPE, we use BESP. The objective of using estimated selling price-based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine BESP considering several internal and external factors including, but not limited to, pricing practices, gross margin objectives, market conditions, competitive environment, internal costs and geographies. We review selling prices every reporting period and maintain internal controls over the establishment and updates of these estimates.

For arrangements entered into through December 31, 2010, we primarily recognize revenue based on the previous guidance of ASC 605-25. The revenue relating to the installation and training services and prepaid extended and enhanced (optic) warranty contracts is deferred at their fair value until delivery of these elements. As we are not able to determine the fair value for the system, but we are able to determine the fair value for all other elements in the arrangement, revenue is allocated as the difference between the total arrangement consideration less the aggregate fair value of all other elements in the arrangement, and no revenue is recognized until all elements without fair value have been delivered.

Lease arrangements

Lease arrangements

A lease is classified as a sales-type lease if any of the following lease classification criteria are met at its inception:

1. The lease transfers ownership of the property to the lessee by the end of the lease term;

2. The lease contains a bargain purchase option;

3. The lease term is equal to 75 percent or more of the estimated economic life of the leased property; and

4. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor.

In addition revenue is recognized at commencement of the lease term. The present value of the lease payments is recognized as a finance receivable. The difference between the gross receivable and the present value of the receivable is recognized as unearned interest in the consolidated statements of operations.

A lease is classified as an operating lease if the lease classification criteria (as described above) are not met. If ASML has offered its customers an operating lease arrangement, the contract consideration is recognized in the consolidated statements of operations on a straight-line basis over the period of the lease.

Warranty

Warranty

We provide standard warranty coverage on our systems for 12 months and on certain optic parts for 60 months, providing labor and parts necessary to repair systems and optic parts during the warranty period. The estimated warranty costs are accounted for by accruing these costs for each system upon recognition of the system sale. The estimated warranty costs are based on historical product performance and field expenses. Based upon historical service records, we calculate the charge of average service hours and parts per system to determine the estimated warranty costs. On a semi-annual basis, we assess, and update if necessary, our accounting estimates used to calculate the standard warranty reserve based on the latest actual historical warranty costs and expected future warranty costs.

The extended and enhanced (optic) warranty on our system is accounted for as a separate element of multiple element revenue recognition transactions.

Accounting for shipping and handling fees and costs

Accounting for shipping and handling fees and costs

ASML bills the customer for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales.

Cost of sales

Cost of sales

Cost of system sales comprise direct product costs such as materials, labor, cost of warranty, depreciation, shipping and handling costs and related overhead costs. ASML accrues for the estimated cost of the warranty on its systems, which includes the cost of labor and parts necessary to repair systems during the warranty period. The amounts recorded in the accrued warranty reserve are estimated based on actual historical expenses incurred and on estimated probable future expenses related to current sales. Actual warranty costs are charged against the accrued warranty reserve.

Costs of service sales comprise direct service costs such as materials, labor, depreciation and overhead costs.

Cost of field option sales comprise direct product costs such as materials, labor, cost of warranty, depreciation, shipping and handling costs and related overhead costs.

Research and development costs and credits

Research and development costs and credits

Costs relating to research and development (“R&D”) are charged to operating expenses as incurred. ASML receives subsidies and other credits from several Dutch and international (inter-)governmental institutes. These subsidies and other governmental credits that cover R&D costs relating to approved projects are recorded as R&D credits in the R&D line in the consolidated statements of operations in the period in which such costs occur.

Share-based payments

Share-based payments

The cost of employee services received (compensation expenses) in exchange for awards of equity instruments are recognized based upon the grant-date fair value of stock options and shares. The grant-date fair value of stock options is estimated using a Black-Scholes option valuation model. This Black-Scholes model requires the use of assumptions, 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 an index populated with euro-denominated European government agency bond with AAA ratings, and with a life equal to the expected life of the equity-settled share-based payments. The grant-date fair value of shares is determined based on the closing price of our ordinary shares on NYSE Euronext Amsterdam on the grant-date.

The grant-date fair value of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on our estimate of equity instruments that will eventually vest. At each balance sheet date, we revise our estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the consolidated statements of operations in the period in which the revision is determined, with a corresponding adjustment to shareholders’ equity.

Our current share-based payment plans do not provide for cash settlement of options and stock.

Income taxes

Income taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effect of incurred net operating losses and for tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. If it is more likely than not that the carrying amounts of deferred tax assets will not be realized, a valuation allowance is recorded to reduce the carrying amounts of those assets.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

On January 1, 2007 we adopted the provisions of FIN 48 “Accounting for Uncertainty in Income Taxes” after codification included in ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Contingencies and litigation

Contingencies and litigation

We are party to various legal proceedings generally incidental to our business, as disclosed in Note 18. In connection with these proceedings and claims, our management evaluated, based on the relevant facts and legal principles, the likelihood of an unfavorable outcome and whether the amount of the loss could be reasonably estimated. In most cases, management determined that either a loss was not probable or was not reasonably estimable. Significant subjective judgments were required in these evaluations, including judgments regarding the validity of asserted claims and the likely outcome of legal and administrative proceedings. The outcome of these proceedings, however, is subject to a number of factors beyond our control, most notably the uncertainty associated with predicting decisions by courts and administrative agencies. In addition, estimates of the potential costs associated with legal and administrative proceedings frequently cannot be subjected to any sensitivity analysis, as damage estimates or settlement offers by claimants may bear little or no relation to the eventual outcome. Finally, in any particular proceeding, we may agree to settle or to terminate a claim or proceeding in which we believe that it would ultimately prevail where we believe that doing so, when taken together with other relevant commercial considerations, is more cost-effective than engaging in an expensive and protracted litigation, the outcome of which is uncertain.

We accrue for legal costs related to litigation in our consolidated statements of operations at the time when the related legal services are actually provided.

Net income per ordinary share

Net income per ordinary share

Basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding for that period. The dilutive effect is calculated using the treasury stock method. Excluded from the diluted weighted average number of shares outstanding calculation are cumulative preference shares contingently issuable to the preference share foundation, since they represent a different class of stock than the ordinary shares. See Note 26 for further discussion.

The basic and diluted net income per ordinary share has been calculated in accordance with the following schedule:

Year ended December 31 (in thousands, except per share data)	2012 EUR	2011 EUR	2010 EUR
Net income	1,146,316	1,466,960	1,021,820
Weighted average number of shares outstanding during the year (after deduction of treasury stock)	424,096	425,618	435,146
Basic net income per ordinary share	2.70	3.45	2.35
Weighted average number of shares:	424,096	425,618	435,146
Plus shares applicable to:
Options and conditional shares1	2,890	3,435	3,828
Dilutive potential ordinary shares	2,890	3,435	3,828
Adjusted weighted average number of shares	426,986	429,053	438,974
Diluted net income per ordinary share 1	2.68	3.42	2.33

1 The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

Comprehensive income

Comprehensive income

Comprehensive income consists of net income (loss) and other comprehensive income.

Other comprehensive income refers to revenues, expenses, gains and losses that are not included in net income (loss), but recorded directly in shareholders’ equity. For the year ending December 31, 2012, comprehensive income consists of net income, unrealized gains and losses on financial instruments, being available-for-sale securities and derivative financial instruments designated for hedge accounting, net of taxes, and unrealized gains and losses on foreign currency translation, net of taxes. For the years ended December 31, 2011 and 2010 comprehensive income consists of net income, unrealized gains and losses on financial instruments, being derivative financial instruments designated for hedge accounting, net of taxes, and unrealized gains and losses on foreign currency translation, net of taxes.

New U.S. GAAP Accounting Pronouncements

New U.S. GAAP Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220)”. Under the ASU, an entity has the option to present comprehensive income in either one continuous statement or two consecutive financial statements. Under both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income (“OCI”) along with a total for OCI and a total amount for comprehensive income. The option under current guidance which permits the presentation of components of OCI as part of the statement of changes in shareholders’ equity has been eliminated. In December 2011, the FASB issued ASU 2011-12 which indefinitely defers certain provisions of ASU 2011-05, the main deferred provision relating to a requirement for entities to present reclassification adjustments out of accumulated OCI by component in both the statements in which net income is presented and the statement in which OCI in any period is presented. The ASU is effective for annual and interim periods beginning after December 15, 2011. We have early adopted this standard; adoption had no impact on our consolidated financial statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Under the new guidance, the entities must disclose both gross information and net information about both instruments and transactions eligible for offset on the balance sheet 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 netting arrangement. The new guidance will be effective for us beginning January 1, 2013. Other than requiring some additional disclosures, we do not anticipate material impacts on our consolidated financial statements upon adoption.

In July 2012, the FASB issued ASU No. 2012-02 “Testing Indefinite-Lived Intangible Assets for Impairment”. This ASU amends the guidance in ASC 350-30 on testing indefinite-lived intangible assets, other than goodwill, for impairment. The FASB issued the ASU in response to feedback on ASU 2011-08, which amended the goodwill impairment testing requirements by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step impairment test. The new guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The ASU 2012-02 will not have any effect on our consolidated financial statements.

In October 2012, the FASB issued ASU No. 2014-04 “Technical Corrections and Improvements”. This ASU makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments” to the FASB Accounting Standards Codification (the “Codification”). The new guidance will be effective for fiscal years beginning after December 15, 2012. We do not anticipate material impacts on our consolidated financial statements upon adoption.

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Provisions (Tables)

12 Months Ended

Dec. 31, 2012

Provisions [Abstract]

Provisions

(in thousands)	2012 EUR		2011 EUR
Balance, January 1		12,338		14,061
Utilization of the provision		(2,545)		(2,452)
Unwinding of discount		628		421
Effect of exchange rates		(167)		308
Provision for lease contract termination costs		10,254		12,338
Less: current portion of provision for lease contract termination costs		2,280		2,326
Non-current portion of provision for lease contract termination costs		7,974		10,012

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Other intangible assets (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cost
Cost, Beginning Balance	€ 107,245	€ 107,245
Additions	7,658
Cost, Ending Balance	114,903	107,245	107,245
Accumulated amortization
Accumulated amortization, Beginning Balance	98,879	93,594
Amortization	6,081	5,285	5,500
Accumulated amortization, Ending Balance	104,960	98,879	93,594
Carrying amount
Carrying amount	9,943	8,366
Intellectual property [Member]
Cost
Cost, Beginning Balance	47,250	47,250
Additions	7,658
Cost, Ending Balance	54,908	47,250
Accumulated amortization
Accumulated amortization, Beginning Balance	47,228	47,224
Amortization	800	4
Accumulated amortization, Ending Balance	48,028	47,228
Carrying amount
Carrying amount	6,880	22
Developed technology [Member]
Cost
Cost, Beginning Balance	25,883	25,883
Additions
Cost, Ending Balance	25,883	25,883
Accumulated amortization
Accumulated amortization, Beginning Balance	21,123	17,043
Amortization	4,080	4,080
Accumulated amortization, Ending Balance	25,203	21,123
Carrying amount
Carrying amount	680	4,760
Customer relationships [Member]
Cost
Cost, Beginning Balance	8,733	8,733
Additions
Cost, Ending Balance	8,733	8,733
Accumulated amortization
Accumulated amortization, Beginning Balance	5,277	4,185
Amortization	1,092	1,092
Accumulated amortization, Ending Balance	6,369	5,277
Carrying amount
Carrying amount	2,364	3,456
In-process R&D [Member]
Cost
Cost, Beginning Balance	23,148	23,148
Additions
Cost, Ending Balance	23,148	23,148
Accumulated amortization
Accumulated amortization, Beginning Balance	23,148	23,148
Amortization	100
Accumulated amortization, Ending Balance	23,148	23,148
Carrying amount
Carrying amount	0	0
Other [Member]
Cost
Cost, Beginning Balance	2,231	2,231
Additions
Cost, Ending Balance	2,231	2,231
Accumulated amortization
Accumulated amortization, Beginning Balance	2,103	1,994
Amortization	109	109
Accumulated amortization, Ending Balance	2,212	2,103
Carrying amount
Carrying amount	€ 19	€ 128

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Consolidated Statements of Operations (EUR €) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Consolidated Statements of Operations [Abstract]
Net system sales	€ 3,801,632		€ 4,883,913	[1]	€ 3,894,742
Net service and field option sales	929,923		767,122	[1]	613,196
Total net sales	4,731,555		5,651,035	[1]	4,507,938
Cost of system sales	2,198,921		2,793,931	[1]	2,222,965
Cost of service and field option sales	527,377		407,714	[1]	329,803
Total cost of sales	2,726,298		3,201,645	[1]	2,552,768
Gross profit on sales	2,005,257		2,449,390	[1]	1,955,170
Research and development costs	589,182		590,270	[1]	523,426
Selling, general and administrative costs	259,301		217,904	[1]	181,045
Income from operations	1,156,774		1,641,216	[1]	1,250,699
Interest income	16,585		41,156	[1]	15,125
Interest expense	(22,781)		(33,737)	[1]	(23,301)
Income before income taxes	1,150,578		1,648,635	[1]	1,242,523
Provision for income taxes	(4,262)		(181,675)	[1]	(220,703)
Net income	€ 1,146,316		€ 1,466,960	[1]	€ 1,021,820
Basic net income per ordinary share	€ 2.70		€ 3.45	[1]	€ 2.35
Diluted net income per ordinary share	€ 2.68	[2]	€ 3.42	[1],[2]	€ 2.33	[2]
Number of ordinary shares used in computing per share amounts (in thousands)
Basic	424,096		425,618	[1]	435,146
Diluted	426,986	[2]	429,053	[1],[2]	438,974	[2]

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

[2] The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

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Accounts receivable (Tables)

12 Months Ended

Dec. 31, 2012

Account/Finance receivables [Abstract]

Accounts receivable

As of December 31 (in thousands)	2012 EUR		2011 EUR
Accounts receivable, gross		607,359		883,209
Allowance for doubtful receivables		(2,071)		(2,582)
Accounts receivable, net		605,288		880,627

Allowance for doubtful receivables

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Balance at beginning of year		(2,582)		(1,945)
Addition for the year1		(458)		(849)
Utilization of the provision		969		212
Allowance for doubtful receivables		(2,071)		(2,582)

1 Addition for the year is recorded in cost of sales.

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Income taxes (Details 1) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
The reconciliation between the (provision for) benefit from income taxes shown in the consolidated statements of operations, based on the effective tax rate, and expense based on the Dutch tax rate
Income before income taxes	€ 1,150,578		€ 1,648,635	[1]	€ 1,242,523
Income before income taxes (in percentage)	100.00%		100.00%		100.00%
Income tax (provision) benefit based on the Company's domestic rate	(287,644)		(412,159)		(316,843)
Income tax (provision) benefit based on the Company's domestic rate (in percentage)	25.00%		25.00%		25.50%
Effects of tax rates in foreign jurisdictions	9,786		20,663		15,878
Effects of tax rates in foreign jurisdictions (in percentage)	(0.90%)		(1.30%)		(1.30%)
Adjustments in respect of tax exempt income	23,532		19,134		19,987
Adjustments in respect of tax exempt income (in percentage)	(2.00%)		(1.20%)		(1.60%)
Adjustments in respect of changes in the applicable tax rate		[2]			(569)	[2]
Adjustments in respect of changes in the applicable tax rate (in percentage)					0.10%	[2]
Adjustments in respect of tax incentives	143,160		180,096		66,881
Adjustment in respect of tax incentives (in percentage)	(12.40%)		(10.90%)		(5.40%)
Adjustment in respect of prior years' current taxes	18,275		9,097		25,648
Adjustment in respect of prior years' current taxes (in percentage)	(1.60%)		(0.60%)		(2.10%)
Movements in the liability for unrecognized tax benefits	95,465		6,634		(28,796)
Movements in the liability for unrecognized tax benefits (in percentage)	(8.30%)		(0.40%)		2.30%
Other credits and non-taxable items	(6,836)		(5,140)		(2,889)
Other credits and non-taxable items (in percentage)	0.60%		0.40%		0.30%
Provision for income taxes	€ (4,262)		€ (181,675)	[1]	€ (220,703)
Provision for income taxes (in percentage)	0.40%		11.00%		17.80%

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

[2] At the end of 2010, the Dutch government enacted a tax rate reduction from 25.5 percent in 2010 to 25.0 percent in 2011.

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Interest income and expense (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011		Dec. 31, 2010
Interest Income (Expense), Net [Abstract]
Interest income	€ 16,585,000	€ 41,156,000	[1]	€ 15,125,000
Interest income on cash pools	4,200,000	6,800,000		3,600,000
Interest expense	€ (22,781,000)	€ (33,737,000)	[1]	€ (23,301,000)

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

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Consolidated Statements of Shareholders' Equity (EUR €) In Thousands, except Share data, unless otherwise specified		Total		Issued and outstanding Shares		Share Premium		Treasury Shares at cost		Retained Earnings	Accumulated Other Comprehensive Income
Beginning Balance at Dec. 31, 2009		€ 1,774,768		€ 39,028		€ 476,261		€ (218,203)		€ 1,450,156	€ 27,526
Beginning Balance, shares at Dec. 31, 2009	[1]			433,639,000
Components of comprehensive income:
Net income		1,021,820								1,021,820
Foreign Currency Translation, net of taxes		22,286									22,286
Gain (loss) on financial instruments, net of taxes		(1,221)									(1,221)
Customer Co-Investment Program:
Capital repayment
Share-based payments		12,109				12,109
Issuance of shares		31,000		265		(17,223)		66,531		(18,573)
Issuance of shares, shares	[1]			2,954,000
Dividend paid		(86,960)								(86,960)
Tax benefit/deficit from share-based payments		106				106
Ending Balance at Dec. 31, 2010		2,773,908		39,293		471,253		(151,672)		2,366,443	48,591	[2]
Ending Balance, shares at Dec. 31, 2010	[1]			436,593,000
Components of comprehensive income:
Net income		1,466,960	[3]							1,466,960
Foreign Currency Translation, net of taxes		(17,473)									(17,473)
Gain (loss) on financial instruments, net of taxes		47,353									47,353
Customer Co-Investment Program:
Capital repayment
Purchase of treasury shares		(700,452)						(700,452)
Purchase of treasury shares, shares	[1]			(25,675,000)
Cancellation of treasury shares				(1,187)				373,801		(372,614)
Share-based payments		12,430				12,430
Issuance of shares		34,084		248		(10,629)		61,906		(17,441)
Issuance of shares, shares	[1]			2,751,000
Dividend paid		(172,645)								(172,645)
Tax benefit/deficit from share-based payments		(11)				(11)
Ending Balance at Dec. 31, 2011		3,444,154		38,354		473,043		(416,417)		3,270,703	78,471	[2]
Ending Balance, shares at Dec. 31, 2011		413,669,257		413,669,000	[1]
Components of comprehensive income:
Net income		1,146,316								1,146,316
Foreign Currency Translation, net of taxes		8,063									8,063
Gain (loss) on financial instruments, net of taxes		(7,547)									(7,547)
Customer Co-Investment Program:
Issuance of shares		3,977,368		8,691		3,968,677
Issuance of shares, shares	[1]			96,566,000
Fair value differences		(123,416)	[4]			(123,416)	[4]
Capital repayment, shares	[1],[5]			(93,411,000)
Capital repayment		(3,728,324)	[5],[6]	(8,691)	[5]	(3,845,261)	[5]	125,628	[5]
Purchase of treasury shares		(535,373)		(198)				(535,175)
Purchase of treasury shares, shares	[1]			(13,478,000)
Cancellation of treasury shares				(1,030)				294,752		(293,722)
Share-based payments		18,714				18,714
Issuance of shares		53,714		344		(10,222)		66,638		(3,046)
Issuance of shares, shares	[1]			3,819,000
Dividend paid		(188,892)								(188,892)
Tax benefit/deficit from share-based payments		2,116				2,116
Ending Balance at Dec. 31, 2012		€ 4,066,893		€ 37,470		€ 483,651		€ (464,574)		€ 3,931,359	€ 78,987	[2]
Ending Balance, shares at Dec. 31, 2012		407,165,221		407,165,000	[1]

[1] As of December 31, 2012, the number of issued shares was 419,852,467. This includes the number of issued and outstanding shares of 407,165,221 and the number of treasury shares of 12,687,246. As of December 31, 2011, the number of issued shares was 431,294,790. This includes the number of issued and outstanding shares of 413,669,257 and the number of treasury shares of 17,625,533.

[2] As of December 31, 2012, accumulated other comprehensive income, net of taxes, consists of EUR 83.5 million relating to foreign currency translation (2011: EUR 75.5 million; 2010: EUR 93.0 million) and EUR 4.5 million relating to unrealized losses on financial instruments (2011: EUR 3.0 million gains; 2010: EUR 44.4 million losses).

[3] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

[4] The difference between the fair value of the shares and the subscription price of the shares issued to the participating customers in the Customer Co- Investment Program.

[5] In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders' equity was returned to our shareholders (excluding Intel Corporation ("Intel"), Taiwan Semiconductor Manufacturing Company Ltd. ("TSMC") and Samsung Electronics Corporation ("Samsung") (collectively referred to as "participating customers" in the Customer Co-investment Program)) and the number of shares was reduced by 23 Percent. See Note 26.

[6] The difference of EUR 125.6 million between the capital repayment EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML's treasury shares which was also part of the Synthetic Share Buyback in November 2012.

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Legal contingencies (Details) (EUR €) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Legal contingencies (Textual) [Abstract]
Litigation charges	€ 0	€ 0	€ 1.5

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Board of Management and Supervisory Board Remuneration (Tables)

12 Months Ended

Dec. 31, 2012

Board of Management and Supervisory Board remuneration [Abstract]

Remuneration of the members of Board of Management

		Fixed	Short-term (variable)		Long-term (variable)		Total Remuneration	Other
	Year	Base salary EUR	STI (Cash)1 EUR	Option awards2 EUR	LTI (share awards)3 EUR		Total7 EUR	Pension8 EUR	Compensation Pension Premium9 EUR	Other benefits and expense reimbursement10 EUR
E. Meurice	2012	818,000	613,500	-	2,079,601	4	3,511,101	167,427	-	127,116
	2011	787,000	586,709	-	1,413,218	5	2,786,927	140,113	88,050	136,765
	2010	757,000	566,236	42,648	935,617	6	2,301,501	136,697	-	132,630
P.T.F.M.	2012	508,000	304,800	-	1,289,415	4	2,102,215	79,190	-	46,275
Wennink	2011	488,000	291,043	-	875,493	5	1,654,536	85,994	94,455	44,669
	2010	469,000	280,650	26,401	579,321	6	1,355,372	84,229	-	43,627
M.A. van den	2012	538,000	322,800	-	1,366,039	4	2,226,839	83,990	-	47,540
Brink	2011	517,000	308,339	-	927,912	5	1,753,251	91,243	181,826	45,502
	2010	497,000	297,405	28,025	617,004	6	1,439,434	90,388	-	44,817
F.J. van Hout	2012	445,000	267,000	-	1,131,676	4	1,843,676	69,110	-	37,313
	2011	428,000	255,259	-	832,201		1,515,460	75,134	9,735	35,190
	2010	412,000	246,541	23,209	471,700		1,153,450	65,300	-	34,549
F.J.M.	2012	433,000	259,800	-	1,144,137		1,836,937	67,190	-	28,889
Schneider-	2011	416,000	248,102	-	676,945		1,341,047	56,475	4,290	28,313
Maunoury	2010	400,000	239,360	-	326,947		966,307	55,011	-	34,788

1 Actual short-term incentives (“STI”) (cash) chargeable to us in the financial year (i.e. STI relating to performance in the current year but paid out in the next financial year).

2 The remuneration reported as part of the option awards is based on costs incurred under U.S. GAAP. The costs of the option awards are based on the actual vested number of option awards multiplied by the fair value of the option awards at grant date and are recorded in the consolidated statements of operations on a straight line basis over the vesting period. The use of performance stock options in the short term incentive plan was withdrawn as of 2010. The last performance option awards were granted in 2009 and became unconditional in 2010.

3 The remuneration reported as part of the long-term incentives (“LTI”) (share awards) is based on costs incurred under U.S. GAAP. The costs of share awards are charged to the consolidated statements of operations over the 3 year vesting period based on the maximum achievable number of share awards. Therefore the costs for e.g. the financial year 2012 include costs of the Board of Management’s performance share plan 2012, 2011 and 2010. Furthermore, the difference between the amount based on the maximum achievable number of share awards and the amount based on the actual number of share awards that vest, is released to the consolidated statements of operations in the financial year in which the share awards vest.

4 The remuneration reported as part of the LTI (share awards) for the year 2012 includes an adjustment for the Board of Management performance share plan 2009 based on the actual number of share awards vested in 2012. The adjustment for Mr. Meurice, Mr. Wennink, Mr. van den Brink and Mr. van Hout amounts to EUR -106,266, EUR -65,785, EUR -69,831 and EUR -57,838, respectively.

5 The remuneration reported as part of the LTI (share awards) for the year 2011 includes an adjustment for the Board of Management performance share plan 2008 based on the actual number of share awards vested in 2011. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to
EUR -148,040, EUR -91,645 and EUR -97,281, respectively.

6 The remuneration reported as part of the LTI (share awards) for the year 2010 includes an adjustment for the Board of Management performance share plan 2007 based on the actual number of share awards vested in 2010. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to
EUR -296,287, EUR -183,612 and EUR -191,972, respectively.

7 This total reflects base salary, STI (cash), option awards and LTI (share awards).

8 The pension arrangement has been adjusted upwards to match common market practice as from 2010. Furthermore, since the pension arrangement for members of the Board of Management is a defined contribution plan, we do not have additional pension obligations beyond the annual premium contribution. As per 2010, the employee contribution to the pension plan is 4.0 percent of the pension base.

9 In 2011, compensation was paid to the Board of Management regarding the risk premium for spouse/orphan pensions, to align the Board of Management pension arrangement with senior management. This concerned a reimbursement for risk premiums that were erroneously paid by the participants in the past.

10 Other benefits and expense reimbursement are gross amounts and may include housing costs, company car costs, travel expenses, social security costs, health and disability insurance costs and representation allowances.

Details of vested options held by members of the Board of Management to purchase ordinary shares

	Jan. 1, 2012		Exercised during 2012		Share price on exercise date (EUR)		Vested during 2012		Expired during 2012		Dec. 31, 2012		Exercise price (EUR)		Expiration date
E. Meurice		23,270		23,270		35.12		-		-		-		11.53		1/19/2015
		88,371		88,371		36.70		-		-		-		17.90		1/18/2016
		95,146		95,146		43.89		-		-		-		20.39		1/17/2017
		42,448		42,448		36.67		-		-		-		17.20		2/4/2018
		84,895		84,895		34.93		-		-		-		12.39		2/2/2019
P.T.F.M. Wennink		31,500		-		-		-		31,500		-		58.00		1/20/2012
		52,554		52,554		33.60		-		-		-		12.39		2/2/2019
M.A. van den Brink		31,500		-		-		-		31,500		-		58.00		1/20/2012
		27,894		27,894		34.38		-		-		-		17.20		2/4/2018
		55,788		55,788		33.60		-		-		-		12.39		2/2/2019
F.J. van Hout		46,201		46,201		33.60		-		-		-		12.39		2/2/2019
F.J.M. Schneider-		-		-		-		-		-		-		-		-
Maunoury

Performance shares granted to members of the Board of Management

Board of management

Grant date

Status

Full control

Number of shares at grant date

Fair value at grant date EUR

Vesting date

Number of shares at vesting date

End of lock- up date

E. Meurice

4/18/2012

Conditional

No

73,570

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

88,732

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

88,732

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

57,002

13.05

2/2/2012

48,859

1

2/2/2014

2/4/2008

Unconditional

No

57,002

18.18

2/4/2011

48,859

1

2/4/2013

1/17/2007

Unconditional

Yes

66,338

20.39

1/17/2010

51,807

1/17/2012

P.T.F.M. Wennink

4/18/2012

Conditional

No

45,689

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

54,974

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

54,974

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

35,287

13.05

2/2/2012

30,246

1

2/2/2014

2/4/2008

Unconditional

No

35,287

18.18

2/4/2011

30,246

1

2/4/2013

1/17/2007

Unconditional

Yes

41,111

20.39

1/17/2010

32,106

1/17/2012

M.A. van den Brink

4/18/2012

Conditional

No

48,387

37.33

4/18/2015

-

4/18/2017

4/13/2011

Conditional

No

58,256

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

58,256

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

37,458

13.05

2/2/2012

32,107

1

2/2/2014

2/4/2008

Unconditional

No

37,458

18.18

2/4/2011

32,107

1

2/4/2013

1/17/2007

Unconditional

Yes

42,980

20.39

1/17/2010

33,565

1/17/2012

F.J. van Hout

4/18/2012

Conditional

No

40,023

37.33

4/18/2015

4/18/2017

4/13/2011

Conditional

No

48,293

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

48,293

22.93

2/1/2013

-

2/1/2015

2/2/2009

Unconditional

No

31,021

13.05

2/2/2012

26,589

1

2/2/2014

F.J.M. Schneider-

4/18/2012

Conditional

No

38,944

37.33

4/18/2015

4/18/2017

Maunoury

4/13/2011

Conditional

No

46,886

28.29

4/13/2014

-

4/13/2016

2/1/2010

Conditional

No

46,886

22.93

2/1/2013

-

2/1/2015

1 The number of shares included in the lock-up period is reduced as a result of the synthetic share buyback due to an exchange for each 100 ordinary shares for 77 ordinary shares. The number of shares vested in 2012 after the synthetic share buyback for Mr. Meurice, Mr. Wennink, Mr. van den Brink and for Mr. van Hout are 37,621 shares, 23,289 shares, 24,722 shares and 20,474 shares, respectively. The number of shares vested in 2011 after the synthetic share buyback for Mr. Meurice, Mr. Wennink and for Mr. van den Brink are 37,621 shares, 23,289 shares and 24,722 share, respectively.

Supervisory board remuneration

Year ended December 31, 2012	Total		Supervisory board		Audit committee		Remuneration committee			Selection and nomination committee		Technology and strategy committee		Other1,2
Arthur P.M. van der Poel		94,750		68,750		10,000		-			8,000		8,000		-
Jos W.B. Westerburgen		96,116		48,750		-		12,000			12,000		-		23,366	3
OB Bilous		104,750		78,750		-		-			8,000		8,000		10,000
Fritz W. Fröhlich		68,750		48,750		15,000		-			-		-		5,000
Hendrika (Ieke) C.J. van den Burg		56,750		48,750		-		8,000			-		-		-
William T. Siegle		90,750		78,750		-		-			-		12,000		-
Pauline F.M. van der Meer Mohr		56,750		48,750		-		8,000			-		-		-
Wolfgang H. Ziebart		72,750		48,750		10,000		6,000	4		-		8,000		-
Total		641,366		470,000		35,000		34,000			28,000		36,000		38,366
Year ended December 31, 2011	Total		Supervisory board		Audit committee		Remuneration committee			Selection and nomination committee		Technology and strategy committee		Other1,2
Arthur P.M. van der Poel		88,250		62,500		10,000		-			7,875		7,875		-
Jos W.B. Westerburgen		66,750		43,750		-		11,500			11,500		-		-
OB Bilous		99,500		73,750		-		-			7,875		7,875		10,000
Fritz W. Fröhlich		62,500		43,750		15,000		-			-		-		3,750
Hendrika (Ieke) C.J. van den Burg		51,625		43,750		-		7,875			-		-		-
William T. Siegle		85,250		73,750		-		-			-		11,500		-
Pauline F.M. van der Meer Mohr		51,625		43,750		-		7,875			-		-		-
Wolfgang H. Ziebart		61,625		43,750		10,000		-			-		7,875		-
Total		567,125		428,750		35,000		27,250			27,250		35,125		13,750

1 To compensate for certain obligations ASML has towards the U.S. government as a result of the acquisition of Silicon Valley Group in 2001, one U.S. member receives an additional EUR 10,000 to fulfill these obligations.

2 In addition to the annual fixed fee, the Vice-Chairman of the Supervisory Board receives EUR 5,000 per year to fulfill this role. As the adjustment of the Supervisory Board’s remuneration became effective as per April 1, 2011, the Vice-Chairman fee paid over the financial year 2011 amounted to EUR 3,750.

3 In 2012 Jos Westerburgen received a provisional payment related to the supervisory board remuneration for the period January to April 2013. As legislation regarding VAT registration for Supervisory Board members will change as from 2013 and Jos Westerburgen will resign in 2013 it was discussed and agreed with the Dutch tax authorities to pay the remuneration fee in advance.

4 During 2012 Wolfgang H. Ziebart was appointed as member of the Remuneration Committee and therefore received a partial fee.

XML

Income taxes (Details 4) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of the beginning and ending balance of the liability for unrecognized tax benefits
Beginning Balance	€ 155,432	€ 162,066
Gross increases - tax positions in prior period	4,297	11,121
Gross decreases - tax positions in prior period	(92,521)	(24,566)
Gross increases - tax positions in current period	3,255	21,258
Settlements		(10,403)
Lapse of statute of limitations	(10,496)	(4,044)
Ending Balance	€ 59,967	€ 155,432

XML

Shareholders' equity

12 Months Ended

Dec. 31, 2012

Shareholders' equity [Abstract]

Shareholders' equity

26. Shareholders’ equity

Share capital

ASML’s authorized share capital amounts to EUR 126,000,000 and is divided into:

• 700,000,000 cumulative preference shares with a nominal value of EUR 0.09 each;

• 699,999,000 ordinary shares with a nominal value of EUR 0.09 each; and

• 9,000 ordinary shares B with a nominal value of EUR 0.01 each.

Per December 31, 2012, 419,852,467 ordinary shares with a nominal value of EUR 0.09 each were issued and fully paid in, of which 12,687,246 ordinary shares are held by us in treasury. No ordinary shares B and no cumulative preference shares are issued. 96,566,077 depositary receipts for ordinary shares are issued with our cooperation.

Our Board of Management has the power to issue ordinary shares and cumulative preference shares insofar as the Board of Management has been authorized to do so by the General Meeting of Shareholders (either by means of a resolution or by an amendment to our Articles of Association). The Board of Management requires approval of the Supervisory Board for such an issue. The authorization by the General Meeting can only be granted for a certain period not exceeding five years and may be extended for no longer than five years on each occasion. In case the General Meeting of Shareholders has not authorized the Board of Management to issue shares, the General Meeting of Shareholders shall have the power to issue shares upon the proposal of the Board of Management, provided that the Supervisory Board has approved such proposal.

Shares issued in Customer Co-Investment Program

On September 12, 2012, we issued 62,977,877 ordinary shares to Stichting Administratiekantoor MAKTSJAB (“Intel Stichting”) and 12,595,575 ordinary shares to Stichting Administratiekantoor Samsung and on October 31, 2012, ASML issued 20,992,625 ordinary shares to Stichting Administratiekantoor TSMC with respect to the Customer Co-Investment Program. We received an amount of EUR 3,853.9 million in relation to the shares issued under the Customer Co-Investment Program. For further details on our Customer Co-Investment Program see Note 28.

Synthetic Share Buyback

At the Extraordinary General Meeting of Shareholders (“EGM”) held on September 7, 2012, several changes in the Articles of Association of ASML were adopted, in connection with the Synthetic Share Buyback effectuated in connection with the Customer Co-Investment Program. Consequently, on November 24, 2012 the Articles of Association were amended as follows. Upon the first amendment the ordinary shares to be held for the benefit of the participants to the Customer Co-Investment Program were converted into ordinary shares M and all other ordinary shares were converted into ordinary shares A. Upon the second amendment the par value per ordinary share A was increased from EUR 0.09 to EUR 9.24 at the expense of the share premium reserve. Upon the third amendment, the nominal value per ordinary share A was reduced to an amount of EUR 0.06, by decreasing the nominal value per ordinary share A by an amount of EUR 9.18, which resulted in a repayment of the same amount per share to holders of ordinary shares into which the ordinary shares A were converted. The fourth amendment provided for the consolidation of the ordinary shares A through the exchange of each 100 ordinary shares for 77 ordinary shares, resulting in an increase of the nominal value per ordinary share from EUR 0.06 to EUR 0.09, whereby the aggregate difference is booked at the expense of the share premium reserve. The fifth and last amendment provided for the deletion of the share class M for participants to the Customer Co-Investment Program and the share class A for the other shareholders. The ordinary shares M and A were converted thereafter into ordinary shares without a specific letter mark attached to it.

These amendments in substance constitute a Synthetic Share Buyback in which we effectively repurchased 93,411,216 shares at an average price of EUR 39.91 for a total amount of EUR 3,728.3 million. The difference of EUR 125.6 million between the capital repayment of EUR 3,728.3 million and the net proceeds from issuance of shares of EUR 3,853.9 million relates to the capital repayment on ASML’s treasury shares which was also part of the Synthetic Share Buyback.

Ordinary shares

Each ordinary share consists of 900 fractional shares. Fractional shares entitle the holder thereof to a fractional dividend but do not entitle the holder thereof to voting rights. Only those persons who hold shares directly in the share register in the Netherlands, held by us at our address at 5504 DR Veldhoven, de Run 6501, the Netherlands, or in the New York share register, held by JP Morgan Chase Bank, N.A., P.O. Box 64506, St. Paul, MN 55164-0506, United States, can hold fractional shares. Persons who hold ordinary shares through the deposit system under the Dutch Securities Bank Giro Transactions Act (Wet giraal effectenverkeer; the “Giro Act”) maintained by the Dutch central securities depository (Nederlands Centraal Insituut voor Giraal Effectenverkeer B.V., “Euroclear Nederland”) or through the Depositary Trust Company (“DTC”) cannot hold fractional shares. An ordinary share entitles the holder thereof to cast nine votes in the General Meeting of Shareholders. At our EGM held on September 7, 2012, the Board of Management was authorized from September 7, 2012 through October 25, 2013, subject to the approval of the Supervisory Board, to issue shares and/or rights thereto representing up to a maximum of 5.0 percent of our issued share capital at April 25, 2012, plus an additional 5.0 percent of our issued share capital at April 25, 2012 that may be issued in connection with mergers, acquisitions and/or (strategic) alliances.

Holders of ASML’s ordinary shares have a preemptive right of subscription, in proportion to the aggregate nominal amount of the ordinary shares held by them, to any issuance of ordinary shares for cash, which right may be restricted or excluded. Ordinary shareholders have no pro rata preemptive right of subscription to any ordinary shares issued for consideration other than cash or ordinary shares issued to employees. If authorized for this purpose by the General Meeting of Shareholders (either by means of a resolution or by an amendment to our Articles of Association), the Board of Management has the power subject to approval of the Supervisory Board, to restrict or exclude the preemptive rights of holders of ordinary shares. At our EGM held on September 7, 2012, the Board of Management was authorized from September 7, 2012 through October 25, 2013, subject to approval of the Supervisory Board, to restrict or exclude preemptive rights of holders of ordinary shares up to a maximum of 10.0 percent of our issued share capital at April 25, 2012. With this authorization, the corresponding authorization granted at the AGM held on April 25, 2012, ceased to apply to the extent not already used.

We may repurchase our issued ordinary shares at any time, subject to compliance with the requirements of Dutch law and our Articles of Association. Any such repurchases are and remain subject to the approval of the Supervisory Board and the authorization of shareholders at ASML’s AGM, which authorization may not be for more than 18 months. At the AGM held on April 25, 2012, the Board of Management has been authorized, subject to Supervisory Board approval, to repurchase through October 25, 2013, up to a maximum of two times 10.0 percent of our issued share capital at April 25, 2012, at a price between the nominal value of the ordinary shares purchased and 110.0 percent of the market price of these securities on NYSE Euronext Amsterdam or NASDAQ. At our AGM to be held on April 24, 2013, we shall request the authorization for the Board of Management to repurchase and cancel shares for a period of 18 months as of the 2013 AGM, i.e. until October 24, 2014, all in conformity with the provisions of the law and our Articles of Association.

Ordinary shares B

As part of the most recent changes in our Articles of Association, adopted at the EGM held on September 7, 2012, the 9,000 ordinary shares B with a nominal value of EUR 0.01 were introduced. A person who holds (a multiple of) 100 fractional shares, may exchange those fractional shares for an ordinary share B. Every holder of an ordinary share B is entitled to one-ninth (1/9) of a dividend. Each ordinary share B entitles the holder thereof to cast one vote at the General Meeting.

Cumulative preference shares

In 1998, we granted to the preference share foundation, “Stichting Preferente Aandelen ASML” (the “Foundation”) an option to acquire cumulative preference shares in our capital (the “Preference Share Option”). This option was amended and extended in 2003 and 2007. A third amendment to the option agreement between the Foundation and ASML became effective on January 1, 2009, to clarify the procedure for the repurchase and cancellation of the preference shares when issued.

Per the amendment of our Articles of Association of May 6, 2011, the nominal value of the cumulative preference shares was increased to EUR 0.09. The number of cumulative preference shares included in the authorized share capital was decreased to 700,000,000. This was done to simplify the Articles of Association, and to give each share the right to cast one vote in the General Meeting of Shareholders.

The Foundation may exercise the preference share option in situations where, in the opinion of the Board of Directors of the Foundation, our interests, our business or the interests of our stakeholders are at stake. This may be the case if a public bid for our shares has been announced or has been made, or the justified expectation exists that such a bid will be made without any agreement having been reached in relation to such a bid with us. The same may apply if one shareholder, or more shareholders acting in concert, hold a substantial percentage of our issued ordinary shares without making an offer or if, in the opinion of the Board of Directors of the Foundation, the (attempted) exercise of the voting rights by one shareholder or more shareholders, acting in concert, is materially in conflict with our interests, our business or our stakeholders.

The objectives of the Foundation are to look after the interests of ASML and of the enterprises maintained by ASML and of the companies which are affiliated in a group with ASML, in such a way that the interests of ASML, of those enterprises and of all parties concerned are safeguarded in the best possible way, and influences in conflict with these interests which might affect the independence or the identity of ASML and those companies are deterred to the best of the Foundation’s ability, and everything related to the above or possibly conducive thereto. The Foundation seeks to realize its objects by the acquiring and holding of cumulative preference shares in the capital of ASML and by exercising the rights attached to these shares, particularly the voting rights attached to these shares.

The preference share option gives the Foundation the right to acquire a number of cumulative preference shares as the Foundation will require, provided that the aggregate nominal value of such number of cumulative preference shares shall not exceed the aggregate nominal value of the ordinary shares that have been issued at the time of exercise of the Preference Share Option for a subscription price equal to their nominal value. Only one-fourth of the subscription price is payable at the time of initial issuance of the cumulative preference shares, with the other three-fourths of the nominal value only being payable when we call up this amount. Exercise of the preference share option could effectively dilute the voting power of the outstanding ordinary shares by one-half.

Cancellation and repayment of the issued cumulative preference shares by us requires the authorization by the General Meeting of Shareholders of a proposal to do so by the Board of Management approved by the Supervisory Board. If the preference share option is exercised and as a result cumulative preference shares are issued, we, at the request of the Foundation, will initiate the repurchase or cancellation of all cumulative preference shares held by the Foundation. In that case we are obliged to effect the repurchase and cancellation respectively as soon as possible. A cancellation will have as a result a repayment of the amount paid and exemption from the obligation to pay up on the cumulative preference shares. A repurchase of the cumulative preference shares can only take place when such shares are fully paid up.

If the Foundation will not request us to repurchase or cancel all cumulative preference shares held by the Foundation within 20 months after issuance of these shares, we will be obliged to convene a General Meeting of Shareholders in order to decide on a repurchase or cancellation of these shares.

The Foundation is independent of ASML. The Board of Directors of the Foundation comprises four independent voting members from the Dutch business and academic communities. As of January 1, 2012, the members of the Board of Directors of the Foundation are: Mr. A. Baan, Mr. M.W. den Boogert, Mr. J.M. de Jong and Mr. A.H. Lundqvist.

Dividend proposal

As part of our financing policy, we aim to pay an annual dividend that will be stable or growing over time. Annually, the Board of Management will, upon prior approval from the Supervisory Board, submit a proposal to the AGM with respect to the amount of dividend to be declared with respect to the prior year. The dividend proposal in any given year will be subject to the availability of distributable profits or retained earnings and may be affected by, among other factors, the Board of Management’s views on our potential future liquidity requirements, including for investments in production capacity, the funding of our research and development programs and for acquisition opportunities that may arise from time to time; and by future changes in applicable income tax and corporate laws. Accordingly, it may be decided to propose not to pay a dividend or to pay a lower dividend with respect to any particular year in the future.

For 2012, a proposal to declare a dividend of EUR 0.53 per ordinary share of EUR 0.09 nominal value will be submitted to the AGM to be held on April 24, 2013.

XML

Cash and cash equivalents and short-term investments (Details) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Short-term Investments
Cost basis	€ 930,005
Unrealized Gains
Unrealized Losses
Recorded Basis	930,005
Deposits [Member]
Short-term Investments
Cost basis	650,017
Unrealized Gains
Unrealized Losses
Recorded Basis	650,017
Dutch Treasury Certificates [Member]
Short-term Investments
Cost basis	279,988
Unrealized Gains
Unrealized Losses
Recorded Basis	€ 279,988

XML

Provisions

12 Months Ended

Dec. 31, 2012

Provisions [Abstract]

Provisions

13. Provisions

The movement in the provision for lease contract termination costs is as follows:

(in thousands)	2012 EUR		2011 EUR
Balance, January 1		12,338		14,061
Utilization of the provision		(2,545)		(2,452)
Unwinding of discount		628		421
Effect of exchange rates		(167)		308
Provision for lease contract termination costs		10,254		12,338
Less: current portion of provision for lease contract termination costs		2,280		2,326
Non-current portion of provision for lease contract termination costs		7,974		10,012

The provision for lease contract termination costs relates to an operating lease contract for a building for which no economic benefits are expected. The provision for lease contract termination costs is expected to be utilized by 2017.

XML

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

12 Months Ended

Dec. 31, 2012

Purchases of Equity Securities by the Issuer and Affiliated Purchasers [Abstract]

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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

In addition to dividend payments, we intend to return cash to our shareholders on a regular basis through share buybacks or capital repayment, subject to our actual and anticipated level of liquidity requirements, our current share price, other market conditions and other relevant factors.

On April 25, 2012, the General Meeting of Shareholders authorized the repurchase of up to a maximum of two times 10.0 percent of our issued share capital as of the date of authorization through October 25, 2013.

On January 19, 2011, we announced our intention to repurchase up to EUR 1.0 billion of our own shares within the next two years. On January 18, 2012, we announced to increase the size of the program to a maximum amount of EUR 1,130 million. During the period from January 1, 2012 up to and including November 22, 2012, when the program was completed, we had purchased 11,278,058 of our shares for a total amount of EUR 430.0 million at an average price of EUR 38.13 per share. These shares are intended to be cancelled in 2013.

Furthermore, on January 18, 2012, we announced our intention to purchase up to 2.2 million of additional shares during 2012 for the purpose of covering outstanding employee stock and stock option plans. During the period from November 22, 2012 up to and including December 14, 2012, when the program was completed, a total number of 2.2 million shares was purchased for a total amount of EUR 105.2 million at an average price of EUR 47.81 per share. These shares will be held as treasury shares pending delivery pursuant to such plans.

Both programs had been suspended between July 10, 2012 and October 18, 2012 following the announcement of the Customer Co-Investment Program on July 9, 2012.

The following table provides a summary of our repurchased shares in 2012 (excluding the Synthetic Share Buyback effectuated in November 2012):

Period	Total number of shares purchased		Average price paid per Share (EUR)		Total number of shares purchased as part of publicly announced plans or programs		Maximum value of shares that may yet be purchased under the program 1 (EUR)		Maximum number of shares that may yet be purchased under the program2
January 20 - 31, 2012		2,132,366		32.65		2,132,366		360,369,363		2,200,000
February 1 - 28, 2012		1,025,407		34.71		3,157,773		324,780,615		2,200,000
March 1 - 31, 2012		949,726		35.76		4,107,499		290,820,741		2,200,000
April 1 - 30, 2012		654,169		37.18		4,761,668		266,501,698		2,200,000
May 2 - 31, 2012		1,219,480		36.88		5,981,148		221,530,029		2,200,000
June 1 - 30, 2012		1,133,550		38.61		7,114,698		177,764,616		2,200,000
July 1 - 29, 2012		428,000		40.65		7,542,698		160,366,940		2,200,000
August 1 - 31, 2012		-		-		7,542,698		160,366,940		2,200,000
September 1 -30, 2012		-		-		7,542,698		160,366,940		2,200,000
October 3 - 31, 2012		1,153,112		41.86		8,695,810		112,099,413		2,200,000
November 1 - 30, 2012		3,240,099		44.10		11,935,909		-		1,542,149
December 1 - 31, 2012		1,542,149		48.24		13,478,058		-		-
Total		13,478,058		39.71

1 Program to purchase shares up to a maximum amount of EUR 1,130 million. We have or will cancel these shares.

2 Program to purchase up to 2.2 million shares for the purpose of covering outstanding employee stock and stock option plans

At the EGM held on September 7, 2012, a resolution was passed to amend the Articles of Association in connection with the Synthetic Share Buyback to be effected in connection with the Customer Co-Investment Program. We refer to Note 26 for a summary description of these amendments. On November 24, 2012, we effectuated the amendments consisting of a repayment to shareholders (excluding participating customers) of EUR 9.18 per ordinary share and the exchange of each 100 ASML ordinary shares for 77 ASML ordinary shares.

As a result of these amendments, which in substance constitute a Synthetic Share Buyback, we effectively repurchased 93,411,216 shares at an average price of EUR 39.91 for a total amount of EUR 3,728.3 million.

XML

Income taxes (Details 3) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
The deferred tax position and liability for unrecognized tax benefits recorded on the consolidated balance sheets
Liability for unrecognized tax benefits	€ (59,967)	€ (155,432)	€ (162,066)
Deferred tax position	114,527	137,946	193,587
Total	€ 54,560	€ (17,486)

XML

Lines of credit

12 Months Ended

Dec. 31, 2012

Long-term debt/Lines of credit [Abstract]

Lines of credit

15. Lines of credit

Our available credit facilities amount to EUR 500.0 million as of December 31, 2012 and as of December 31, 2011. The amount at December 31, 2012 consists of one EUR 500.0 million committed revolving credit facility from a group of banks that will mature in 2015. The credit facility contains a restrictive covenant that requires us to maintain a minimum committed capital to net total assets ratio of 40.0 percent calculated in accordance with contractually agreed definitions. As of December 31, 2012 and December 31, 2011, this ratio was 85.8 percent and 87.7 percent, respectively. Therefore, we are in compliance with the covenant at the end of 2012 and 2011. Outstanding amounts under this credit facility will bear interest at EURIBOR or LIBOR plus a margin that depends on our liquidity position. No amounts were outstanding under this credit facility at the end of 2012 and 2011.

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Finance receivables (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Components of finance receivables
Finance receivables, gross	€ 309,616,000	€ 78,853,000
Unearned interest	(5,828,000)
Finance receivables, net	303,788,000	78,853,000
Current portion of finance receivables, gross	268,617,000	78,853,000
Current portion of unearned interest	(3,450,000)
Non-current portion of finance receivables, net	38,621,000
Finance receivables due for payment
2013	268,617,000
2014	7,501,000
2015	7,516,000
2016	13,681,000
2017	12,301,000
Thereafter
Finance receivables, gross	309,616,000	78,853,000
Finance receivables (Textual) [Abstract]
Expected credit losses from finance receivables recorded	€ 0	€ 0

XML

Board of Management and Supervisory Board Remuneration (Details 2) (Board of management stock option Plan [Member], EUR €)	12 Months Ended
	Dec. 31, 2012
E. Meurice [Member] | Performance Shares Six [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 18, 2012
Status	Conditional
Full control	No
Number of shares at grant date	73,570
Fair value at grant date	€ 37.33
Vesting date	Apr. 18, 2015
Number of shares at vesting date
End of lock-up date	Apr. 18, 2017
E. Meurice [Member] | Performance Shares One [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 13, 2011
Status	Conditional
Full control	No
Number of shares at grant date	88,732
Fair value at grant date	€ 28.29
Vesting date	Apr. 13, 2014
Number of shares at vesting date
End of lock-up date	Apr. 13, 2016
E. Meurice [Member] | Performance Shares Two [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 01, 2010
Status	Conditional
Full control	No
Number of shares at grant date	88,732
Fair value at grant date	€ 22.93
Vesting date	Feb. 01, 2013
Number of shares at vesting date
End of lock-up date	Feb. 01, 2015
E. Meurice [Member] | Performance Shares Three [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 02, 2009
Status	Unconditional
Full control	No
Number of shares at grant date	57,002
Fair value at grant date	€ 13.05
Vesting date	Feb. 02, 2012
Number of shares at vesting date	48,859	[1]
End of lock-up date	Feb. 02, 2014
E. Meurice [Member] | Performance Shares Four [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 04, 2008
Status	Unconditional
Full control	No
Number of shares at grant date	57,002
Fair value at grant date	€ 18.18
Vesting date	Feb. 04, 2011
Number of shares at vesting date	48,859	[1]
End of lock-up date	Feb. 04, 2013
E. Meurice [Member] | Performance Shares Five [Member]
Performance shares granted to members of the Board of Management
Grant Date	Jan. 17, 2007
Status	Unconditional
Full control	Yes
Number of shares at grant date	66,338
Fair value at grant date	€ 20.39
Vesting date	Jan. 17, 2010
Number of shares at vesting date	51,807
End of lock-up date	Jan. 17, 2012
P.T.F.M. Wennink [Member] | Performance Shares Six [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 18, 2012
Status	Conditional
Full control	No
Number of shares at grant date	45,689
Fair value at grant date	€ 37.33
Vesting date	Apr. 18, 2015
Number of shares at vesting date
End of lock-up date	Apr. 18, 2017
P.T.F.M. Wennink [Member] | Performance Shares One [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 13, 2011
Status	Conditional
Full control	No
Number of shares at grant date	54,974
Fair value at grant date	€ 28.29
Vesting date	Apr. 13, 2014
Number of shares at vesting date
End of lock-up date	Apr. 13, 2016
P.T.F.M. Wennink [Member] | Performance Shares Two [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 01, 2010
Status	Conditional
Full control	No
Number of shares at grant date	54,974
Fair value at grant date	€ 22.93
Vesting date	Feb. 01, 2013
Number of shares at vesting date
End of lock-up date	Feb. 01, 2015
P.T.F.M. Wennink [Member] | Performance Shares Three [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 02, 2009
Status	Unconditional
Full control	No
Number of shares at grant date	35,287
Fair value at grant date	€ 13.05
Vesting date	Feb. 02, 2012
Number of shares at vesting date	30,246	[1]
End of lock-up date	Feb. 02, 2014
P.T.F.M. Wennink [Member] | Performance Shares Four [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 04, 2008
Status	Unconditional
Full control	No
Number of shares at grant date	35,287
Fair value at grant date	€ 18.18
Vesting date	Feb. 04, 2011
Number of shares at vesting date	30,246	[1]
End of lock-up date	Feb. 04, 2013
P.T.F.M. Wennink [Member] | Performance Shares Five [Member]
Performance shares granted to members of the Board of Management
Grant Date	Jan. 17, 2007
Status	Unconditional
Full control	Yes
Number of shares at grant date	41,111
Fair value at grant date	€ 20.39
Vesting date	Jan. 17, 2010
Number of shares at vesting date	32,106
End of lock-up date	Jan. 17, 2012
M.A. van den Brink [Member] | Performance Shares Six [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 18, 2012
Status	Conditional
Full control	No
Number of shares at grant date	48,387
Fair value at grant date	€ 37.33
Vesting date	Apr. 18, 2015
Number of shares at vesting date
End of lock-up date	Apr. 18, 2017
M.A. van den Brink [Member] | Performance Shares One [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 13, 2011
Status	Conditional
Full control	No
Number of shares at grant date	58,256
Fair value at grant date	€ 28.29
Vesting date	Apr. 13, 2014
Number of shares at vesting date
End of lock-up date	Apr. 13, 2016
M.A. van den Brink [Member] | Performance Shares Two [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 01, 2010
Status	Conditional
Full control	No
Number of shares at grant date	58,256
Fair value at grant date	€ 22.93
Vesting date	Feb. 01, 2013
Number of shares at vesting date
End of lock-up date	Feb. 01, 2015
M.A. van den Brink [Member] | Performance Shares Three [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 02, 2009
Status	Unconditional
Full control	No
Number of shares at grant date	37,458
Fair value at grant date	€ 13.05
Vesting date	Feb. 02, 2012
Number of shares at vesting date	32,107	[1]
End of lock-up date	Feb. 02, 2014
M.A. van den Brink [Member] | Performance Shares Four [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 04, 2008
Status	Unconditional
Full control	No
Number of shares at grant date	37,458
Fair value at grant date	€ 18.18
Vesting date	Feb. 04, 2011
Number of shares at vesting date	32,107	[1]
End of lock-up date	Feb. 04, 2013
M.A. van den Brink [Member] | Performance Shares Five [Member]
Performance shares granted to members of the Board of Management
Grant Date	Jan. 17, 2007
Status	Unconditional
Full control	Yes
Number of shares at grant date	42,980
Fair value at grant date	€ 20.39
Vesting date	Jan. 17, 2010
Number of shares at vesting date	33,565
End of lock-up date	Jan. 17, 2012
F.J. van Hout [Member] | Performance Shares Six [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 18, 2012
Status	Conditional
Full control	No
Number of shares at grant date	40,023
Fair value at grant date	€ 37.33
Vesting date	Apr. 18, 2015
Number of shares at vesting date
End of lock-up date	Apr. 18, 2017
F.J. van Hout [Member] | Performance Shares One [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 13, 2011
Status	Conditional
Full control	No
Number of shares at grant date	48,293
Fair value at grant date	€ 28.29
Vesting date	Apr. 13, 2014
Number of shares at vesting date
End of lock-up date	Apr. 13, 2016
F.J. van Hout [Member] | Performance Shares Two [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 01, 2010
Status	Conditional
Full control	No
Number of shares at grant date	48,293
Fair value at grant date	€ 22.93
Vesting date	Feb. 01, 2013
Number of shares at vesting date
End of lock-up date	Feb. 01, 2015
F.J. van Hout [Member] | Performance Shares Three [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 02, 2009
Status	Unconditional
Full control	No
Number of shares at grant date	31,021
Fair value at grant date	€ 13.05
Vesting date	Feb. 02, 2012
Number of shares at vesting date	26,589	[1]
End of lock-up date	Feb. 02, 2014
F.J.M. Schneider Maunoury [Member] | Performance Shares Six [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 18, 2012
Status	Conditional
Full control	No
Number of shares at grant date	38,944
Fair value at grant date	€ 37.33
Vesting date	Apr. 18, 2015
Number of shares at vesting date
End of lock-up date	Apr. 18, 2017
F.J.M. Schneider Maunoury [Member] | Performance Shares One [Member]
Performance shares granted to members of the Board of Management
Grant Date	Apr. 13, 2011
Status	Conditional
Full control	No
Number of shares at grant date	46,886
Fair value at grant date	€ 28.29
Vesting date	Apr. 13, 2014
Number of shares at vesting date
End of lock-up date	Apr. 13, 2016
F.J.M. Schneider Maunoury [Member] | Performance Shares Two [Member]
Performance shares granted to members of the Board of Management
Grant Date	Feb. 01, 2010
Status	Conditional
Full control	No
Number of shares at grant date	46,886
Fair value at grant date	€ 22.93
Vesting date	Feb. 01, 2013
Number of shares at vesting date
End of lock-up date	Feb. 01, 2015

[1] The number of shares included in the lock-up period is reduced as a result of the synthetic share buyback due to an exchange for each 100 ordinary shares for 77 ordinary shares. The number of shares vested in 2012 after the synthetic share buyback for Mr. Meurice, Mr. Wennink, Mr. van den Brink and for Mr. van Hout are 37,621 shares, 23,289 shares, 24,722 shares and 20,474 shares, respectively. The number of shares vested in 2011 after the synthetic share buyback for Mr. Meurice, Mr. Wennink and for Mr. van den Brink are 37,621 shares, 23,289 shares and 24,722 share, respectively

XML

Consolidated Statements of Shareholders' Equity (Parenthetical) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Shareholders' Equity [Abstract]
Number of issued shares	419,852,467		431,294,790
Number of issued and outstanding shares	407,165,221		413,669,257
Number of treasury shares	12,687,246		17,625,533
Accumulated other comprehensive income, net of taxes relating to foreign currency translation	€ 83,500,000		€ 75,500,000	€ 93,000,000
Accumulated other comprehensive income, net of taxes unrealized (losses) on financial instruments	(4,500,000)		3,000,000	(44,400,000)
Payment for Synthetic Share Buyback	€ 3,728,324,000	[1],[2]
Reduction percentage in number of shares	23.00%

[1] In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders' equity was returned to our shareholders (excluding Intel Corporation ("Intel"), Taiwan Semiconductor Manufacturing Company Ltd. ("TSMC") and Samsung Electronics Corporation ("Samsung") (collectively referred to as "participating customers" in the Customer Co-investment Program)) and the number of shares was reduced by 23 Percent. See Note 26.

[2] The difference of EUR 125.6 million between the capital repayment EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML's treasury shares which was also part of the Synthetic Share Buyback in November 2012.

XML

Consolidated Statements of Comprehensive Income (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011		Dec. 31, 2010
Consolidated Statements of Comprehensive Income [Abstract]
Net income	€ 1,146,316	€ 1,466,960	[1]	€ 1,021,820
Foreign currency translation:
Gain (loss) on foreign currency translation	8,063	(17,473)		22,286
Financial instruments, net of taxes:
Gain (loss) on derivative financial instruments	214	(4,610)		(49,175)
Transfers to net income	(7,761)	51,963		47,954
Comprehensive income	€ 1,146,832	€ 1,496,840		€ 1,042,885

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

XML

Other assets

12 Months Ended

Dec. 31, 2012

Other assets [Abstract]

Other assets

8. Other assets

Other current assets consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Advance payments to Zeiss		70,257		66,203
Prepaid expenses		64,708		56,300
Derivative financial instruments		50,097		33,817
VAT		25,215		47,543
Other receivables		35,728		34,232
Other current assets		246,005		238,095

Zeiss is our sole supplier of main optical systems (including lenses) and, from time to time, receives non-interest bearing advance payments from us that assist in financing Zeiss’ work-in-process and thereby secure lens and optical module deliveries to us. Amounts owed under these advance payments are repaid or settled through lens or EUV optical module deliveries over the following 12 months.

Prepaid expenses include a tax prepayment on intercompany profit, not realized by the ASML group of EUR 29.8 million as of December 31, 2012 (2011: EUR 27.5 million).

Derivative financial instruments consist of forward foreign exchange contracts and the current part of the aggregate fair value of interest rate swaps which includes accrued interest.

Other non-current assets consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Advance payments to Zeiss		183,025		187,950
Derivative financial instruments		101,651		92,534
Compensation plan assets1		12,080		10,577
Prepaid expenses		4,462		5,749
Subordinated loan granted to lessor in respect of Veldhoven headquarters 2		5,445		5,445
Other		4,875		4,996
Other non-current assets		311,538		307,251

1 For further details on compensation plan assets see Note 17.

2 For further details on the loan granted to lessor in respect of Veldhoven headquarters see Note 11.

The non-current part of advance payments to Zeiss mainly relates to payments made to support the Zeiss’ investments in ASML’s EUV program, which are expected to be repaid or settled through EUV optical module deliveries.

Derivative financial instruments consist of the non-current part of the fair value of interest rate swaps.

XML

Income taxes (Details Textual) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes (Textual) [Abstract]
Domestic income tax rate	25.00%	25.00%	25.50%
Income tax adjustment with respect to prior year taxes	€ (18,275,000)	€ (9,097,000)	€ (25,648,000)
Tax benefit recognized	95,465,000	6,634,000	(28,796,000)
Tax benefit recognized, percentage	(8.30%)	(0.40%)	2.30%
Tax audits in different jurisdictions	92,521,000	24,566,000
Liability for unrecognized tax benefits	59,967,000	155,432,000	162,066,000
The amount of loss carry forward, tax effect	5,557,000	7,735,000	27,756,000
Dutch Statutory Tax Rate [Member]
Income Taxes (Textual) [Abstract]
Domestic income tax rate	25.00%	25.00%	25.50%
Adjustments In Respect of Prior Years Current Taxes [Member]
Income Taxes (Textual) [Abstract]
Income tax adjustment with respect to prior year taxes	18,300,000		25,600,000
Percentage of income from operations adjustments in respect to prior year taxes	1.60%		2.10%
Income tax adjustment with respect to prior year taxes due to innovation box			37,500,000
Percentage of income from operations adjustments in respect to prior year taxes due to innovation box			3.00%
United States Federal Tax Laws [Member]
Income Taxes (Textual) [Abstract]
Total amount of loss carry forward, tax basis	503,700,000
The amount of loss carry forward, tax effect	5,600,000
Liability For Unrecognized Tax Benefits [Member]
Income Taxes (Textual) [Abstract]
Period of uncertainty in payment of cash of unrecognized tax benefit		within one year
Period of not expected payment of unrecognized tax benefits Non current		within one year
Liability for unrecognized tax benefits	60,000,000	155,400,000
Accrued interest and penalties recorded in the consolidated balance sheets	21,400,000	24,500,000
Accrued interest and penalties recorded in the consolidated statements of operations	3,100,000	9,300,000	5,300,000
Unrecognized tax benefits that would impact effective tax rate	€ 3,000,000
Period of estimated changes to the liability for unrecognized tax benefits	next twelve months
Tax Effect Carry Forward Losses [Member]
Income Taxes (Textual) [Abstract]
Period of offsetting net operating losses	20 years
Minimum offsetting period allowed by United States	5 years
Maximum offsetting period allowed by United States	20 years

XML

Employee benefits (Details Textual) (EUR €)	12 Months Ended
	Dec. 31, 2012 Person Company SharePlan OptionPlan Y		Dec. 31, 2011		Dec. 31, 2010
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Vesting period of granted shares options	3 years
Employee Benefits Bonus Plan (Textual) [Abstract]
Profit sharing amount	€ 64,500,000		€ 64,000,000		€ 52,200,000
Individual variable pay and sales reward	24,400,000		23,200,000		23,100,000
Sales reward	2,600,000
Recognized expense associated with share-based payments	18,714,000		12,430,000		12,109,000
Tax benefit recognized related to Recognized expenses	900,000		500,000		1,000,000
Total compensation expenses related to non-vested awards to be recognized in future periods	30,400,000		23,300,000		16,700,000
Number of stock option plans	5
Number of share plans	6
Weighted average period for non-vested awards to be recognized in future in years	2 years		1 year 10 months 24 days		2 years
Company's liability under deferred compensation plans	11,800,000		10,200,000
Number of Dutch payroll employees in multi-employer union plan	4,778
Number of companies which are covered by Multi Employer Plan	1,220
Number of Contributing Members in Multi-Employer Plan	150,000
Contribution to the multi-employer union plan	less than 5.0% of the total contribution to the plan
Multi employer plan coverage ratio	93.90%		90.00%
Pension premium percentage	24.00%
Multi employer plan, asset to obligation coverage ratio minimum	104.25%
Impact in % for ASML pension premium	24.00%
Forfeiture rate		[1]		[1]		[1]
The number of years after deferral that participants elect to receive funds in future periods after earlier of the employment termination or their withdrawal election	3
Maximum [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Service condition, period	4 years
Minimum [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Service condition, period	3 years
Management [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
STI (Cash)	1,800,000		1,700,000		1,600,000
Bonus expenses in relation to the Brion retention bonus plan	100,000		700,000		1,200,000
Seniority Level One [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Senior management (excluding Board of Management) bonus, higher range	40.00%
Senior management (excluding Board of Management) bonus, lower range	0.00%
Seniority Level Two [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Senior management (excluding Board of Management) bonus, higher range	70.00%
Senior management (excluding Board of Management) bonus, lower range	0.00%
Employee plan [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Profit sharing bonus, higher range	20.00%
Profit sharing bonus, lower range	0.00%
Profit sharing percentage	18.00%		20.00%		18.00%
Other Plans [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Compensation expenses	€ 0		€ 0		€ 0
Employee Stock Option Plan [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Vesting period of granted shares options	3 years
Expiration period of unexercised stock options	10 years
Employee Purchase Plan [Member]
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Nonvested [Line Items]
Maximum percentage of gross base salary for which an employee can participate in stock option and share plan	10.00%
Minimum period for retaining the shares or stock options to qualify for cash bonus (months)	12 months
Percentage of bonus on net invested amount after minimum period for retaining the shares or stock options	20.00%

[1] As of year end for each of the three years ended December 31, forfeitures are estimated to be nil.

XML

Employee benefits (Details 7)	12 Months Ended
	Dec. 31, 2012 USD denominated [Member] USD ($)	Dec. 31, 2011 USD denominated [Member] USD ($)	Dec. 31, 2010 USD denominated [Member] USD ($)	Dec. 31, 2012 EUR denominated [Member] EUR (€)	Dec. 31, 2011 EUR denominated [Member] EUR (€)	Dec. 31, 2010 EUR denominated [Member] EUR (€)
Share plan
Conditionally outstanding shares, Beginning balance	264,891			1,479,297
Conditionally outstanding shares, Weighted average grant date fair value, Beginning balance	$ 32.35			€ 24.19
Granted	110,465			678,505
Granted, Weighted average grant date fair value	$ 47.71	$ 39.00	$ 31.66	€ 36.15	€ 28.09	€ 23.51
Vested/Issued	(106,500)			(421,902)
Vested/Issued, Weighted average grant date fair value	$ 31.05			€ 20.88
Forfeited	(19,762)			(42,290)
Forfeited, Weighted average grant date fair value	$ 37.55			€ 19.91
Conditionally outstanding shares, Ending balance	249,094	264,891		1,693,610	1,479,297
Conditionally outstanding shares, Weighted average grant date fair value, Ending balance	$ 40.71	$ 32.35		€ 29.92	€ 24.19

XML

Subsequent Events (Details)	Feb. 05, 2013	Oct. 16, 2012
Subsequent Events (Textual) [Abstract]
Approval date on the merger agreement by the Cymer Stockholders	Feb. 05, 2013
Date of the Cymer Agreement		Oct. 16, 2012

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ASML HOLDING NV
Entity Central Index Key	0000937966
Document Type	20-F
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock Shares Outstanding	407,165,221

XML

Goodwill

12 Months Ended

Dec. 31, 2012

Goodwill/Other intangible assets [Abstract]

Goodwill

9. Goodwill

Changes in goodwill are summarized as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Cost
Balance, January 1		146,044		141,286
Acquisition subsidiary		6,038		-
Effect of changes in exchange rates		(2,914)		4,758
Goodwill		149,168		146,044

Goodwill is tested for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable.

Due to changes in our reporting structure, we have re-evaluated our reporting units during 2012. As result, all goodwill recognized in relation to the acquisition of Brion in 2007 is allocated to the operating segment ASML (in 2011 and 2010 assigned to the reporting unit Brion).

Due to the re-evaluation of our reporting units, resulting in the recognized goodwill being allocated to the operating segment ASML, we also changed the recoverability testing of the annual impairment test. As a result, the fair value of the operating segment ASML is based on ASML’s market capitalization, while the sum of discounted future cash flows relating to the reporting units was used in prior years.

We believe that, as per September 30, 2012, ASML’s market capitalization, determined on basis of the quoted share price of ASML’s publicly traded outstanding shares, is the best evidence of the fair value of the operating segment ASML.

Based on the recoverability testing during the annual goodwill impairment test, management believes that the fair value of the reporting unit substantially exceeded its carrying value, therefore goodwill was not impaired as of December 31, 2012 and December 31, 2011.

Acquisition subsidiary relates to Wijdeven Motion Holding B.V. and its wholly-owned subsidiary Wijdeven Motion B.V. (hereafter jointly referred to as “Wijdeven Motion”) acquired in the fourth quarter of 2012. Wijdeven Motion builds a portion of the complex linear motors used in ASML’s wafer and reticle stages. Assets acquired and liabilities incurred, or assumed, following the acquisition have been assigned to the operating segment ASML.

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Long-term debt (Details 3) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Jun. 30, 2007
Estimated fair value of Eurobond
Principal amount	€ 600,000				€ 600,000
Carrying amount	710,095		695,618
5.75 percent Eurobond [Member]
Estimated fair value of Eurobond
Principal amount	600,000		600,000
Carrying amount	710,095		695,618
Fair Value	€ 700,644	[1]	€ 640,500	[1]

[1] Source: Bloomberg Finance LP

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Employee benefits (Details 6) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD [Member] USD ($)	Dec. 31, 2011 USD [Member] USD ($)	Dec. 31, 2010 USD [Member] USD ($)	Dec. 31, 2012 Euro [Member] EUR (€)	Dec. 31, 2011 Euro [Member] EUR (€)	Dec. 31, 2010 Euro [Member] EUR (€)
Summary of share plans
Total fair value at vesting date of shares vested during the year (in thousands)	$ 5,392	$ 1,956	$ 8,856	€ 16,179	€ 9,155	€ 6,165
Weighted average fair value of shares granted	$ 47.71	$ 39.00	$ 31.66	€ 36.15	€ 28.09	€ 23.51

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Consolidated Balance Sheets (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Assets
Cash and cash equivalents	€ 1,767,596		€ 2,731,782
Short-term investments	930,005
Accounts receivable, net	605,288		880,627
Finance receivables, net	265,167		78,853
Current tax assets	57,116		32,105
Inventories, net	1,856,970		1,624,627
Deferred tax assets	103,695		120,720
Other assets	246,005		238,095
Total current assets	5,831,842		5,706,809
Finance receivables, net	38,621
Deferred tax assets	39,443		38,735
Other assets	311,538		307,251
Goodwill	149,168		146,044
Other intangible assets, net	9,943		8,366
Property, plant and equipment, net	1,029,923		1,053,610
Total non-current assets	1,578,636		1,554,006
Total assets	7,410,478		7,260,815
Liabilities and shareholders' equity
Accounts payable	188,961		444,269
Accrued and other liabilities	1,880,370		1,768,647
Current tax liabilities	10,791		14,999
Current portion of long-term debt	3,610		2,587
Provisions	2,280		2,326
Deferred and other tax liabilities	271		214
Total current liabilities	2,086,283		2,233,042
Long-term debt	755,880		733,781
Deferred and other tax liabilities	88,307		176,727
Provisions	7,974		10,012
Accrued and other liabilities	405,141	[1]	663,099	[1]
Total non-current liabilities	1,257,302		1,583,619
Total liabilities	3,343,585		3,816,661
Commitments and contingencies
Cumulative Preference Shares
Ordinary Shares	37,470		38,354
Share premium	483,651		473,043
Treasury shares at cost	(464,574)		(416,417)
Retained earnings	3,931,359		3,270,703
Accumulated other comprehensive income	78,987		78,471
Total shareholders' equity	4,066,893		3,444,154
Total liabilities and shareholders' equity	7,410,478		7,260,815
Common Class B
Liabilities and shareholders' equity
Ordinary Shares

[1] The main part of the non-current portion of accrued and other liabilities relates to down payments received from customers regarding future shipments of EUV systems.

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Financial risk management

12 Months Ended

Dec. 31, 2012

Financial risk management [Abstract]

Financial risk management

3. Financial risk management

We are exposed to certain financial risks such as market risk (including foreign currency exchange risk and interest rate risk), credit risk, liquidity risk and capital risk. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potentially adverse effects on our financial performance. We use derivative financial instruments to hedge certain risk exposures. None of our transactions are entered into for trading or speculative purposes. We believe that market information is the most reliable and transparent measure for our derivative financial instruments that are measured at fair value.

Foreign currency risk management

Our sales are predominately denominated in euros. Exceptions may occur on a customer by customer basis. Our cost of sales and other expenses are mainly denominated in euros, to a certain extent in U.S. dollar and Japanese yen and to a limited extent in other currencies. Therefore, we are exposed to foreign currency exchange risk.

It is our policy to hedge material transaction exposures, such as forecasted sales and purchase transactions, and material net remeasurement exposures, such as accounts receivable and payable. We hedge these exposures through the use of foreign exchange contracts.

As of December 31, 2012, accumulated other comprehensive income includes EUR 4.9 million gain (net of taxes: EUR 4.3 million gain; 2011: EUR 4.4 million loss) representing the total anticipated gain to be released to sales, and EUR 6.0 million loss (net of taxes: EUR 5.3 million loss; 2011: EUR 10.3 million gain) to be charged to cost of sales, which will offset the EUR equivalent of foreign currency denominated forecasted sales and purchase transactions. All amounts are expected to be released over the next 12 months. The effectiveness of all contracts for which we apply hedge accounting is monitored on a quarterly basis throughout the life of the hedges. During 2012, no ineffective hedge relationships were recognized (2011: loss of EUR 0.2 million related to sales transactions).

Interest rate risk management

We have interest-bearing assets and liabilities that expose us to fluctuations in market interest rates. We use interest rate swaps to align the interest-typical terms of interest-bearing liabilities with the interest-typical terms of interest-bearing assets. There may be residual interest rate risk to the extent the asset and liability positions do not fully offset.

As part of our hedging policy, we use interest rate swaps to hedge changes in fair value of our Eurobond due to changes in market interest rates, thereby offsetting the variability of future interest receipts on part of our cash and cash equivalents. During 2012, the hedge was 100 percent effective in hedging the fair value exposure to interest rate movements. The changes in fair value of the Eurobond were included at the same time in the consolidated statement of operations as the changes in the fair value of the interest rate swaps.

Furthermore, as part of our hedging policy, we use interest rate swaps to hedge the variability of future interest cash flows relating to certain of our operating lease obligations. During 2012, these hedges were 100 percent effective in hedging the cash flow exposure to interest rate movements.

Financial instruments

We use foreign exchange contracts to manage our currency risk and interest rate swaps to manage our interest rate risk. The following table summarizes the notional amounts and estimated fair values of our financial instruments:

As of December 31 (in thousands)	2012 Notional amount EUR		Fair Value EUR		2011 Notional amount EUR		Fair Value EUR
Forward foreign exchange contracts1		262,146		16,805		389,579		(23,999)
Interest rate swaps 2		624,900		124,050		641,500		109,991

1 Relates to forward contracts assigned as a hedge to forecasted sales and purchase transactions and to monetary assets and liabilities, mainly in U.S. dollar and Japanese Yen.

2 Relates to interest rate swaps assigned as a hedge to interest bearing assets and liabilities, mainly related to the Eurobond; the fair value of the interest rate swaps includes accrued interest.

The following table summarizes our derivative financial instruments per category:

	2012				2011
As of December 31 (in thousands)	Assets EUR		Liabilities EUR		Assets EUR		Liabilities EUR
Interest rate swaps - cash flow hedges		-		4,780		-		3,933
Interest rate swaps - fair value hedges		128,830		-		113,924		-
Forward foreign exchange contracts - cash flow hedges		5,975		5,688		11,332		3,019
Forward foreign exchange contracts - other hedges (no hedge accounting)		16,943		425		1,095		33,407
Total		151,748		10,893		126,351		40,359
Less non-current portion:
Interest rate swaps - cash flow hedges		-		4,032		-		3,210
Interest rate swaps - fair value hedges		101,651		-		92,534		-
Total non-current portion		101,651		4,032		92,534		3,210
Total current portion		50,097		6,861		33,817		37,149

The fair value part of a hedging derivative that has a remaining term of 12 months or less after balance sheet date is classified as current asset or liability. When the fair value part of a hedging derivative has a term of more than 12 months after balance sheet date, it is classified as non-current. The current portion of derivative financial instruments is included in respectively other current assets and current accrued and other liabilities in the balance sheet. The non-current portion of derivative financial instruments is included in, respectively, other non-current assets and non-current accrued and other liabilities in the balance sheet.

For further information regarding our derivative financial instruments, see Notes 1, 2, 8 and 12.

Foreign exchange contracts

The notional principal amounts of the outstanding forward foreign exchange contracts in the main currencies U.S. dollar and Japanese yen at December 31, 2012 are U.S. dollar 159.8 million and Japanese yen 8.4 billion (2011: U.S. dollar 48.9 million and Japanese yen 37.2 billion).

The hedged highly probable forecasted transactions denominated in foreign currency are expected to occur at various dates during the coming 12 months. Gains and losses recognized in other comprehensive income on forward foreign exchange contracts as of December 31, 2012 will be recognized in the consolidated statements of operations in the period or periods during which the hedged forecasted transactions affect the consolidated statements of operations.

In 2012, we recognized a net amount of EUR 8.7 million gain (2011: EUR 58.1 million loss; 2010: EUR 43.5 million loss) in the consolidated statements of operations resulting from effective cash flow hedges for forecasted sales and purchase transactions that occurred in the year. Furthermore, we recognized an amount of EUR 3.0 million gain in the consolidated statements of operations resulting from derivative financial instruments measured at fair value through profit or loss (2011: EUR 38.3 million loss; 2010: EUR 32.9 million loss).

Interest rate swaps

The notional principal amounts of the outstanding interest rate swap contracts as of December 31, 2012 were EUR 624.9 million (2011: EUR 641.5 million).

Credit risk management

Financial instruments that potentially subject us to significant concentration of credit risk consist principally of cash and cash equivalents, short-term investments, derivative financial instruments used for hedging activities, accounts receivable and finance receivables.

Cash and cash equivalents, short-term investments and derivative financial instruments contain an element of risk of the counterparties being unable to meet their obligations. Our risk management program focuses appropriately on the current environment of uncertainty in the financial markets, especially in the euro-zone. We invest our cash and cash equivalents and short-term investments in short-term deposits with high-rated financial institutions and the Dutch government, in Dutch Treasury Certificates and in AAAm-rated money market funds that invest in high-rated short-term debt securities of financial institutions and governments. To mitigate the risk that any of our counterparties in hedging transactions is unable to meet its obligations, We only enter into transactions with a limited number of major financial institutions that have high credit ratings and closely monitor the creditworthiness of our counterparties. Concentration risk is mitigated by limiting the exposure to a single counterparty.

Our customers consist of Integrated Circuit (“IC”) manufacturers located throughout the world. We perform ongoing credit evaluations of our customers’ financial condition. We take additional measures to mitigate credit risk when considered appropriate by means of e.g. down payments, letters of credit, and retention of ownership provisions in contracts. Retention of ownership enables us to recover the systems in the event a customer defaults on payment.

Liquidity risk management

Our liquidity needs are affected by many factors, some of which are based on the normal on-going operations of the business, and others that relate to the uncertainties of the global economy and the semiconductor industry. Although our cash requirements fluctuate based on the timing and extent of these factors, we believe that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents and short-term investments and our borrowing capability are sufficient to satisfy our current requirements, including our 2013 capital expenditures. We intend to return cash to our shareholders on a regular basis in the form of dividend payments and, subject to our actual and anticipated liquidity requirements and other relevant factors, share buybacks or capital repayment.

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Fair value measurements

12 Months Ended

Dec. 31, 2012

Fair value measurements [Abstract]

Fair value measurements

2. Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement hierarchy prioritizes the inputs to valuation techniques used to measure fair value as follows:

• Level 1: Valuations based on inputs such as quoted prices for identical assets or liabilities in active markets that the entity has the ability to access.

• Level 2: Valuations based on inputs other than level 1 inputs such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

• Level 3: Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s fair value classification is based on the lowest level of any input that is significant in the fair value measurement hierarchy.

Financial assets and financial liabilities measured at fair value on a recurring basis

Investments in money market funds (as part of our cash and cash equivalents) have fair value measurements which are all based on quoted prices for identical assets or liabilities.

Our available-for sale financial instruments consist of Dutch Treasury Certificates and deposits with the Dutch government. Dutch Treasury Certificates are traded in an active market and the fair value is determined based on quoted market prices for identical assets or liabilities. The fair value of deposits is determined with reference to quoted market prices for similar assets or discounted cash flow analysis.

The principal market in which we execute our derivative contracts is the institutional market in an over-the-counter environment with a high level of price transparency. The market participants usually are large commercial banks. The valuation inputs for our derivative contracts are based on quoted prices and quoting pricing intervals from public data sources; they do not involve management judgement.

The valuation technique used to determine the fair value of forward foreign exchange contracts (used for hedging purposes) approximates the Net Present Value technique (“NPV”) which is the estimated amount that a bank would receive or pay to terminate the forward foreign exchange contracts at the reporting date, taking into account current interest rates and current exchange rates.

The valuation technique used to determine the fair value of interest rate swaps (used for hedging purposes) is the Net Present Value technique, which is the estimated amount that a bank would receive or pay to terminate the swap agreements at the reporting date, taking into account current interest rates.

Our 5.75 percent senior notes due 2017 (“Eurobond”) serve as a hedged item in a fair value hedge relationship in which we hedge the variability of changes in the fair value of our Eurobond due to changes in market interest rates with interest rate swaps. The fair value changes of these interest rate swaps are recorded on the balance sheet under derivative financial instruments (within other current assets and other non-current assets) and the carrying amount of the Eurobond is adjusted for these fair value changes only. For the actual fair value, including credit risk considerations, see Note 14.

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis:

As of December 31, 2012 (in thousands)	Level 1 EUR	Level 2 EUR	Level 3 EUR	Total EUR
Assets
Derivative financial instruments 1	-	151,748	-		151,748
Money market funds 2	385,420	-	-		385,420
Short-term investments 3	279,988	650,017	-		930,005
Total	665,408	801,765	-		1,467,173
Liabilities
Long-term debt 4	-	759,490	-		759,490
Derivative financial instruments 1	-	10,893	-		10,893
Total	-	770,383	-		770,383
As of December 31, 2011 (in thousands)	Level 1 EUR	Level 2 EUR	Level 3 EUR	Total EUR
Assets
Derivative financial instruments 1	-	126,351	-		126,351
Money market funds 2	369,238	-	-		369,238
Total	369,238	126,351	-		495,589
Liabilities
Long-term debt 4	-	736,368	-		736,368
Derivative financial instruments 1	-	40,359	-		40,359
Total	-	776,727	-		776,727

1 Derivative financial instruments consist of forward foreign exchange contracts and interest rate swaps. See Note 3.

2 Money market funds are part of our cash and cash equivalents.

3 Short-term investments consist of Dutch Treasury Certificates and deposits with the Dutch government.

4 Long-term debt mainly relates to our EUR 600.0 million Eurobond (fair value as at December 31, 2012: EUR 710.1 million (2011: EUR 695.6 million)) and excludes accrued interest. For further details see Note 14.

There were no transfers between levels during the years ended December 31, 2012 and December 31, 2011.

Assets and liabilities measured at fair value on a nonrecurring basis

In 2012, we recognized impairment charges of EUR 3.2 million (2011: EUR 12.3 million; 2010: EUR 8.6 million) on our property, plant and equipment, mainly relating to furniture, fixture and other equipment. Valuation of these assets is classified as Level 3 in the fair value hierarchy since their fair values were determined based on unobservable inputs. The impairment charge is determined based on the difference between the assets’ estimated fair value (being EUR 0.1 million) and their carrying amount. For further information, see Note 11.

We did not recognize any impairment charges for goodwill and other intangible assets during 2012. See Notes 9 and 10 for more information.

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Long-term debt

12 Months Ended

Dec. 31, 2012

Long-term debt/Lines of credit [Abstract]

Long-term debt

14. Long-term debt

The long-term debt consists of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Eurobond, carrying amount		710,095		695,618
Loan headquarter building1		32,366		33,795
Other		17,029		6,955
Long-term debt		759,490		736,368
Less: current portion of long-term debt		3,610		2,587
Non-current portion of long-term debt		755,880		733,781

1 This loan relates to our Variable Interest Entity, see Note 11.

Our obligations to make principal repayments under the Eurobond and other borrowing arrangements excluding interest expense as of December 31, 2012, for the next five years and thereafter, are as follows:

(in thousands)	EUR
2013		3,610
2014		3,535
2015		3,535
2016		3,535
2017		603,535
Thereafter		31,644
Long-term debt		649,394
Less: current portion of long-term debt		3,610
Non-current portion of long-term debt		645,784

Eurobond

The following table summarizes the carrying amount of our outstanding Eurobond, including the fair value of interest rate swaps used to hedge the change in the fair value of the Eurobond:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Principal amount		600,000		600,000
Fair value interest rate swaps1		110,095		95,618
Carrying amount		710,095		695,618

1 The fair value of the interest rate swaps excludes accrued interest.

In June 2007, we completed an offering of EUR 600.0 million principal amount of our 5.75 percent notes due 2017, with interest payable annually on June 13. The notes are redeemable at the option of ASML, in whole or in part, at any time by paying a make whole premium, and unless previously redeemed, will be redeemed at 100 percent of their principal amount on June 13, 2017.

The Eurobond serves as a hedged item in a fair value hedge relationship in which we hedge the variability of changes in the fair value of our Eurobond due to changes in market interest rates with interest rate swaps. The fair value changes of these interest rate swaps are recorded on the consolidated balance sheets under derivative financial instruments (within other current assets and other non-current assets) and the carrying amount of the Eurobond is adjusted for these fair value changes only. The following table summarizes amongst others the estimated fair value of the Eurobond:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Principal amount		600,000		600,000
Carrying amount		710,095		695,618
Fair value 1		700,644		640,500

1 Source: Bloomberg Finance LP

The fair value of our Eurobond is estimated based on quoted market prices as of December 31, 2012. The fair value of the Eurobond is higher than the principal amount as a result of lower market interest rates compared to the fixed 5.75% coupon rate of the Eurobond.

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Other intangible assets

12 Months Ended

Dec. 31, 2012

Goodwill/Other intangible assets [Abstract]

Other intangible assets

10. Other intangible assets

Other intangible assets consist of the following:

(in thousands)	Intellectual property EUR		Developed technology EUR		Customer relationships EUR		In-process R&D EUR		Other EUR		Total EUR
Cost
Balance, January 1, 2011		47,250		25,883		8,733		23,148		2,231		107,245
Balance, December 31, 2011		47,250		25,883		8,733		23,148		2,231		107,245
Additions		7,658		-		-		-		-		7,658
Balance, December 31, 2012		54,908		25,883		8,733		23,148		2,231		114,903
Accumulated amortization
Balance, January 1, 2011		47,224		17,043		4,185		23,148		1,994		93,594
Amortization		4		4,080		1,092		-		109		5,285
Balance, December 31, 2011		47,228		21,123		5,277		23,148		2,103		98,879
Amortization		800		4,080		1,092		-		109		6,081
Balance, December 31, 2012		48,028		25,203		6,369		23,148		2,212		104,960
Carrying amount
December 31, 2011		22		4,760		3,456		-		128		8,366
December 31, 2012		6,880		680		2,364		-		19		9,943

Intellectual property relates to licenses and patents purchased from third parties. During 2012, we acquired intellectual property from third parties for an amount of EUR 7.7 million. Developed technology, customer relationships, in-process R&D and other were obtained in the acquisition of Brion.

During 2012, we recorded amortization charges of EUR 6.1 million (2011: EUR 5.3 million; 2010: EUR 5.5 million) which were recorded in cost of sales for EUR 6.0 million (2011: EUR 5.3 million; 2010: EUR 5.5 million) and in R&D costs for EUR 0.1 million (2011 and 2010: nil).

During 2012, 2011 and 2010, we did not record any impairment charges for other intangible assets.

As at December 31, 2012, estimated amortization expenses relating to other intangible assets for the next five years and thereafter are as follows:

(in thousands)	EUR
2013		3,322
2014		2,624
2015		1,714
2016		1,533
2017		750
Thereafter		-
Amortization expenses		9,943

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Employee benefits (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Bonus plan expenses
Bonus expenses	€ 16,474	€ 15,557	€ 12,489

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Finance receivables

12 Months Ended

Dec. 31, 2012

Account/Finance receivables [Abstract]

Finance receivables

6. Finance receivables

Finance receivables consist of the net investment in sales-type leases. The following table lists the components of the finance receivables as of December 31, 2012 and 2011:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Finance receivables, gross		309,616		78,853
Unearned interest		(5,828)		-
Finance receivables, net		303,788		78,853
Current portion of finance receivables, gross		268,617		78,853
Current portion of unearned interest		(3,450)		-
Non-current portion of finance receivables, net		38,621		-

The increase in finance receivables as of December 31, 2012 compared to December 31, 2011 is caused by an increased number of sales-type leases. At December 31, 2012, the finance receivables due for payment in each of the next five years and thereafter are as follows:

(in thousands)	EUR
2013		268,617
2014		7,501
2015		7,516
2016		13,681
2017		12,301
Thereafter		-
Finance receivables, gross		309,616

ASML performs ongoing credit evaluations on its customers’ financial condition. ASML periodically reviews whether an allowance for credit losses is needed by considering factors such as historical payment experience, credit quality, aging finance receivable balances, and current economic conditions that may affect a customer’s ability to pay. In 2012 and 2011, we did not record any expected credit losses from finance receivables. As of December 31, 2012 the finance receivables were neither past due nor impaired.

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Selected operating expenses and additional information (Tables)

12 Months Ended

Dec. 31, 2012

Selected operating expenses and additional information [Abstract]

Personnel expenses for all payroll employees

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Wages and salaries		711,039		648,869		551,683
Social security expenses		58,180		52,550		42,468
Pension and retirement expenses		50,298		45,947		40,593
Share-based payments		18,714		12,430		12,109
Personnel expenses		838,231		759,796		646,853

Total number of payroll personnel employed in FTEs per sector

As of December 31	2012		2011		2010
Customer Support		2,538		2,478		2,236
SG&A		869		723		727
Industrial Engineering		637		420		398
Manufacturing & Logistics		2,856		2,852		2,659
R&D		3,736		3,417		3,225
Total employees (in FTEs)		10,636		9,890		9,245
Less: Temporary employees (in FTEs)		2,139		1,935		2,061
Payroll employees (in FTEs)		8,497		7,955		7,184

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Board of Management and Supervisory Board Remuneration (Details Textual) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Measurement period long term incentive	three calendar years
Board of Management and Supervisory Board Remuneration (Additional Textual) [Abstract]
Maximum severance amount	One Year Base Salary
Period for retention of options by Board of Management	2 years
Period for retention of shares by Board of Management at least	2 years
Net cost allowance paid to member's of Supervisory Board, except Chairman of the Supervisory Board	€ 1,800
Net cost allowance paid to Chairman of the Supervisory Board	2,400
Period for notice of termination from the date on which change of control occurs	12 months
Additional compensation for one U.S. member to fulfill certain obligations towards the U.S. government	10,000
Period in which cost of shares awards are charged to the consolidated statement of operations	3 years
Period which the average share price remains fixed	15 days
Period over which the average share price remains fixed prior to closing of transactions	30 days
Percent of employee contribution in pension plan of pension base	4.00%
Share exchange ratio description	each 100 ordinary shares for 77 ordinary shares
Short Term Incentive Plan [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Number of performance criteria for short term incentive plan	6
Cash payout based on performance evaluation	1,800,000
Weighting of the five quantitative criteria	80.00%
Weighting of sixth performance criteria based on qualitative objectives	20.00%
Percentage target ROAIC position compare to peer group, weighted	80.00%
Qualitative target to keep performing high standards, weighted	20.00%
Financial targets Board of Management	3
Technology leadership target Board of Management	1
Market position target Board of Management	1
Quantitative performance criteria Board of Management	5
Board of Management and Supervisory Board Remuneration (Additional Textual) [Abstract]
Technology leadership target Board of Management	1
Market position target Board of Management	1
Long Term Incentive Plan [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Maximum value of performance shares award to Board of Management as a percentage of base salary	146.25%
Fixed period for performance shares to be awarded	2 years
On target level of performance related long term incentive as percentage of the base salary	80.00%
Other Members of Board of Management [Member] | Short Term Incentive Plan [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
On target level performance related to short term incentive as percentage of base salary	60.00%
Frits W. Frohlich [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Additional remuneration vice chairman supervisory board	3,750
E. Meurice [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Amount of adjustment in board of management performance share	(106,266)	(148,040)	(296,287)
Period for appointments of members of board of management	4 years
Reappointment period of members of board of management	4 years
Vested shares	37,621
P.T.F.M. Wennink [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Amount of adjustment in board of management performance share	(65,785)	(91,645)	(183,612)
Period for appointments of members of board of management	indefinite
Vested shares	23,289
M.A. van den Brink [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Amount of adjustment in board of management performance share	(69,831)	(97,281)	(191,972)
Period for appointments of members of board of management	indefinite
Vested shares	24,722
Chief Executive Officer [Member] | Short Term Incentive Plan [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
On target level performance related to short term incentive as percentage of base salary	75.00%
F.J. van Hout [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Amount of adjustment in board of management performance share	(57,838)
Period for appointments of members of board of management	4 years
Reappointment period of members of board of management	4 years
Vested shares	20,474
F.J.M. Schneider Maunoury [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Period for appointments of members of board of management	4 years
Reappointment period of members of board of management	4 years
Vice Chairman [Member]
Board of Management and Supervisory Board Remuneration (Textual) [Abstract]
Additional remuneration vice chairman supervisory board	€ 5,000

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Cash and cash equivalents and short-term investments

12 Months Ended

Dec. 31, 2012

Cash and cash equivalents and short-term investments [Abstract]

Cash and cash equivalents and short-term investments

4. Cash and cash equivalents and short-term investments

Cash and cash equivalents at December 31, 2012 include deposits with high-rated financial institutions and the Dutch government of EUR 775.6 million (2011: EUR 1,818.6 million), investments in AAAm-rated money market funds that invest in high-rated debt securities of financial institutions and governments of EUR 385.4 million (2011: EUR 369.2 million) and interest-bearing bank accounts of EUR 606.6 million (2011: EUR 544.0 million). Our cash and cash equivalents are predominantly denominated in euros and partly in US dollars.

Cash and cash equivalents have insignificant interest rate risk and remaining maturities of three months or less at the date of acquisition. No restrictions on usage of cash and cash equivalents exist. The carrying amount of these assets approximates their fair value.

Short-term investments have insignificant interest rate risk and remaining maturities longer than three months but less than one year at the date of acquisition.

Short-term investments (classified as available for sale securities) consist of the following:

As of December 31, 2012 (in thousands)	Cost basis		Unrealized Gains		Unrealized Losses		Recorded Basis
Dutch Treasury Certificates		279,988		-		-		279,988
Deposits		650,017		-		-		650,017
Total		930,005		-		-		930,005

We had no short-term investments as of December 31, 2011.

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Accounts receivable

12 Months Ended

Dec. 31, 2012

Account/Finance receivables [Abstract]

Accounts receivable

5. Accounts receivable

Accounts receivable consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Accounts receivable, gross		607,359		883,209
Allowance for doubtful receivables		(2,071)		(2,582)
Accounts receivable, net		605,288		880,627

The carrying amount of the accounts receivable approximates the fair value. ASML performs ongoing credit evaluations on its customers’ financial condition. ASML periodically reviews whether an allowance for credit losses is needed by considering factors such as historical payment experience, credit quality, aging accounts receivables balances, and current economic conditions that may affect a customer’s ability to pay.

Movements of the allowance for doubtful receivables are as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Balance at beginning of year		(2,582)		(1,945)
Addition for the year1		(458)		(849)
Utilization of the provision		969		212
Allowance for doubtful receivables		(2,071)		(2,582)

1 Addition for the year is recorded in cost of sales.

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Inventories

12 Months Ended

Dec. 31, 2012

Inventories [Abstract]

Inventories

7. Inventories

Inventories consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Raw materials		307,315		258,712
Work-in-process		1,074,042		1,026,872
Finished products		742,979		532,556
Inventories, gross		2,124,336		1,818,140
Allowance for obsolescence and/or lower market value		(267,366)		(193,513)
Inventories, net		1,856,970		1,624,627

A summary of activity in the allowance for obsolescence and/or lower market value is as follows:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Balance at beginning of year		(193,513)		(189,235)
Addition for the year		(130,911)		(60,300)
Effect of changes in exchange rates		1,009		(883)
Utilization of the provision		56,049		56,905
Allowance for obsolescence and/or lower market value		(267,366)		(193,513)

In 2012, the addition for the year is recorded in cost of sales for an amount of EUR 125.2 million and R&D costs for an amount of EUR 5.7 million (2011: cost of sales EUR 60.0 million and R&D costs for an amount of EUR 0.3 million). Addition for the year mainly relates to write downs as result of technological developments and inventory parts which became obsolete and includes EUR 43.5 million (2011: EUR 17.0 million) with respect to lower of cost or market adjustments.

Utilization of the provision mainly relates to sale and scrap of obsolete inventories. In 2012 ASML made EUR 2.3 million profit on the sale of inventories that had been previously written down (2011: EUR 4.5 million).

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Financial risk management (Details)	12 Months Ended										12 Months Ended
	Dec. 31, 2012 EUR (€)		Dec. 31, 2011 EUR (€)		Dec. 31, 2010 EUR (€)	Dec. 31, 2012 USD ($)	Dec. 31, 2012 JPY (¥)	Dec. 31, 2011 USD ($)	Dec. 31, 2011 JPY (¥)	Jun. 30, 2007 EUR (€)	Dec. 31, 2012 Sales [Member] EUR (€)	Dec. 31, 2011 Sales [Member] EUR (€)	Dec. 31, 2012 Cost of Sales [Member] EUR (€)	Dec. 31, 2011 Cost of Sales [Member] EUR (€)	Dec. 31, 2012 Fair Value Hedging [Member] Interest Rate Swap [Member] EUR (€)	Dec. 31, 2011 Fair Value Hedging [Member] Interest Rate Swap [Member] EUR (€)	Dec. 31, 2012 Cash Flow Hedging [Member] Interest Rate Swap [Member] EUR (€)	Dec. 31, 2011 Cash Flow Hedging [Member] Interest Rate Swap [Member] EUR (€)	Dec. 31, 2012 Cash Flow Hedging [Member] Foreign Exchange Forward [Member] EUR (€)	Dec. 31, 2011 Cash Flow Hedging [Member] Foreign Exchange Forward [Member] EUR (€)	Dec. 31, 2012 Other Hedges [Member] Foreign Exchange Forward [Member] EUR (€)	Dec. 31, 2011 Other Hedges [Member] Foreign Exchange Forward [Member] EUR (€)
Financial instruments
Forward foreign exchange contracts, notional amount	€ 262,146,000	[1]	€ 389,579,000	[1]		$ 159,800,000	¥ 8,400,000,000	$ 48,900,000	¥ 37,200,000,000
Forward foreign exchange contracts, fair value	16,805,000	[1]	(23,999,000)	[1]
Interest rate swaps, notional amount	624,900,000	[2]	641,500,000	[2]
Interest rate swaps, fair value	124,050,000	[2]	109,991,000	[2]
Derivative financial instruments per category
Derivative assets	151,748,000		126,351,000												128,830,000	113,924,000			5,975,000	11,332,000	16,943,000	1,095,000
Derivative liabilities	10,893,000		40,359,000														4,780,000	3,933,000	5,688,000	3,019,000	425,000	33,407,000
Derivative assets, noncurrent	101,651,000		92,534,000												101,651,000	92,534,000
Derivative liabilities, noncurrent	4,032,000		3,210,000														4,032,000	3,210,000
Derivative assets, current	50,097,000		33,817,000
Derivative liabilities, current	6,861,000		37,149,000
Foreign currency market risks (Textual) [Abstract]
Gain (loss) on financial instruments, net of taxes	(7,547,000)		47,353,000		(1,221,000)						4,300,000	(4,400,000)	(5,300,000)	10,300,000
Total anticipated income (loss) to be released to sales/cost of sales											4,900,000		(6,000,000)
Market risks and derivatives (Textual) [Abstract]
Gain/(loss) on foreign currency cash flow hedge ineffectiveness	0		(200,000)
Percentage of Effectiveness of Fair Value Hedges	100.00%
Percentage of Effectiveness of Cash Flow Hedges	100.00%
Notional principal amounts of the outstanding currency contracts	262,146,000	[1]	389,579,000	[1]		159,800,000	8,400,000,000	48,900,000	37,200,000,000
Derivative instruments release period	12 months
Gain (Loss) in consolidated statements of operations resulting from effective cash flow hedge	8,700,000		(58,100,000)		(43,500,000)
Notional amount of interest rate fair value hedge derivatives	624,900,000	[2]	641,500,000	[2]
Principal amount	600,000,000									600,000,000
Gain Loss from derivative financial instruments measured at fair value	€ 3,000,000		€ (38,300,000)		€ (32,900,000)

[1] Relates to forward contracts assigned as a hedge to forecasted sales and purchase transactions, to monetary assets and liabilities, mainly in U.S. dollar and Japanese Yen.

[2] Relates to interest rate swaps assigned as a hedge to interest bearing assets and liabilities mainly related to the Eurobond; the fair value of the interest rate swaps includes accrued interest.

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Employee benefits (Details 1) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Bonus expenses under performance-related bonus plan
Bonus expenses	€ 14,588	€ 13,131	€ 9,694

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Cash and cash equivalents and short-term investments (Details Textual) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash and cash equivalents (Textual) [Abstract]
Cash and cash equivalents	€ 1,767,596	€ 2,731,782	€ 1,949,834	€ 1,037,074
Cash and cash equivalents maturity period	Three months or less
Short-term investments	930,005
Maximum [Member]
Cash and cash equivalents (Textual) [Abstract]
Maturity Period of Short-term investments	1 year
Minimum [Member]
Cash and cash equivalents (Textual) [Abstract]
Maturity Period of Short-term investments	3 months
Short-term deposits [Member]
Cash and cash equivalents (Textual) [Abstract]
Cash and cash equivalents	775,600	1,818,600
Short-term investments	650,017
Dutch Treasury Certificates [Member]
Cash and cash equivalents (Textual) [Abstract]
Short-term investments	279,988
Investments in money market funds [Member]
Cash and cash equivalents (Textual) [Abstract]
Cash and cash equivalents	385,400	369,200
Interest-bearing bank accounts [Member]
Cash and cash equivalents (Textual) [Abstract]
Cash and cash equivalents	€ 606,600	€ 544,000

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Income taxes (Details 7) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Deferred tax assets Composition of temporary differences
Capitalized research and development expenditures	€ 27,403		€ 34,374		€ 27,239
Inventories	28,167		35,820		71,124
Deferred revenue	20,572		23,892		10,890
Provisions	21,528		14,515		21,828
Installation and warranty reserve	7,151		8,772		8,092
Tax effect carry-forward losses	5,557		7,735		27,756
Fixed assets	7,798		6,495		4,386
Restructuring and impairment	4,336		5,146		6,074
Alternative minimum tax credits	5,227	[1]	5,028	[1]	4,658	[1]
Bilateral advance pricing agreement	148	[2]	1,426	[2]	7,993	[2]
Share-based payments	1,433		950		1,678
Other temporary differences	13,818		15,302		13,719
Changes in deferred tax assets in Consolidated statements of operations	(13,002)		(50,160)
Changes in deferred tax assets in foreign exchange	(3,315)		4,178
Total deferred tax assets	143,138		159,455		205,437
Deferred tax liabilities Composition of temporary differences
Fixed assets	(25,890)		(19,108)		(9,661)
Borrowing costs	(1,958)		(1,554)		(1,231)
Other temporary differences	(763)		(847)		(958)
Changes in deferred tax liability in Consolidated statements of operations	(7,240)		(9,379)
Changes in deferred tax liability in foreign exchange	138		(280)
Total deferred tax liabilities	(28,611)		(21,509)		(11,850)
Capitalized research and development expenditures [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(6,465)		5,501
Changes in deferred tax assets in foreign exchange	(506)		1,634
Inventories [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(7,351)		(35,813)
Changes in deferred tax assets in foreign exchange	(302)		509
Deferred revenue [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(3,083)		11,746
Changes in deferred tax assets in foreign exchange	(237)		1,256
Provisions [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	7,296		(7,463)
Changes in deferred tax assets in foreign exchange	(283)		150
Installation and warranty reserve [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(1,508)		98
Changes in deferred tax assets in foreign exchange	(113)		582
Tax effect carry-forward losses [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(2,219)		(18,695)
Changes in deferred tax assets in foreign exchange	41		(1,326)
Fixed assets [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	1,454		1,872
Changes in deferred tax assets in foreign exchange	(151)		237
Deferred tax liabilities Composition of temporary differences
Changes in deferred tax liability in Consolidated statements of operations	(6,965)		(9,175)
Changes in deferred tax liability in foreign exchange	183		(272)
Restructuring and impairment [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(733)		(1,063)
Changes in deferred tax assets in foreign exchange	(77)		135
AMT Credits [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	229	[1]	112	[1]
Changes in deferred tax assets in foreign exchange	(30)	[1]	258	[1]
Bilateral advance pricing agreement [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	(1,278)	[2]	(6,583)	[2]
Changes in deferred tax assets in foreign exchange		[2]	16	[2]
Share-based payments [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	516		(808)
Changes in deferred tax assets in foreign exchange	(33)		80
Other temporary differences [Member]
Deferred tax assets Composition of temporary differences
Changes in deferred tax assets in Consolidated statements of operations	140		936
Changes in deferred tax assets in foreign exchange	(1,624)		647
Deferred tax liabilities Composition of temporary differences
Changes in deferred tax liability in Consolidated statements of operations	129		119
Changes in deferred tax liability in foreign exchange	(45)		(8)
Borrowing costs [Member]
Deferred tax liabilities Composition of temporary differences
Changes in deferred tax liability in Consolidated statements of operations	(404)		(323)
Changes in deferred tax liability in foreign exchange

[1] Alternative minimum tax credits relate to prepaid US taxes which are credited against future taxable profits after the carry-forward losses used.

[2] The Bilateral advance pricing agreement relates to intellectual property which is capitalized from a tax perspective resulting in a temporary difference.

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Fair value measurements (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Jun. 30, 2007
Assets
Derivative financial instruments	€ 151,748,000		€ 126,351,000
Liabilities
Long-term debt	759,490,000		736,368,000
Derivative financial instruments	10,893,000		40,359,000
Fair value measurements (Textual) [Abstract]
Percentage of hedged senior notes	5.75%
Senior notes due, year of maturity	2017
Impairment charges on property, plant and equipment	3,234,000		12,272,000		8,600,000
Impairment of goodwill and other intangible asset	0
Principal amount	600,000,000					600,000,000
Carrying amount	710,095,000		695,618,000
Estimated fair value of assets	100,000
Transfers between levels	0		0
Recurring [Member]
Assets
Derivative financial instruments	151,748,000	[1]	126,351,000	[1]
Money market funds	385,420,000	[2]	369,238,000	[2]
Short-term investments	930,005,000	[3]		[3]
Total	1,467,173,000		495,589,000
Liabilities
Long-term debt	759,490,000	[4]	736,368,000	[4]
Derivative financial instruments	10,893,000	[1]	40,359,000	[1]
Total	770,383,000		776,727,000
Recurring [Member] | Level 1 [Member]
Assets
Derivative financial instruments		[1]		[1]
Money market funds	385,420,000	[2]	369,238,000	[2]
Short-term investments	279,988,000	[3]		[3]
Total	665,408,000		369,238,000
Liabilities
Long-term debt		[4]		[4]
Derivative financial instruments		[1]		[1]
Total
Recurring [Member] | Level 2 [Member]
Assets
Derivative financial instruments	151,748,000	[1]	126,351,000	[1]
Money market funds		[2]		[2]
Short-term investments	650,017,000	[3]		[3]
Total	801,765,000		126,351,000
Liabilities
Long-term debt	759,490,000	[4]	736,368,000	[4]
Derivative financial instruments	10,893,000	[1]	40,359,000	[1]
Total	770,383,000		776,727,000
Recurring [Member] | Level 3 [Member]
Assets
Derivative financial instruments		[1]		[1]
Money market funds		[2]		[2]
Short-term investments		[3]		[3]
Total
Liabilities
Long-term debt		[4]		[4]
Derivative financial instruments		[1]		[1]
Total

[1] Derivative financial instruments consist of forward foreign exchange contracts and interest rate swaps. See Note 3.

[2] Money market funds are part of our cash and cash equivalents.

[3] Short-term investments consist of Dutch Treasury Certificates and deposits with the Dutch government.

[4] Long-term debt mainly relates to our EUR 600.0 million Eurobond (fair value as at December 31, 2012: EUR 710.1 million (2011: EUR 695.6 million) and excludes accrued interest. For further details see Note 14.

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Employee benefits (Details 8) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Pension costs
Pension plan based on multi-employer union plan	€ 34,525	€ 31,819	€ 29,643
Pension plans based on defined contribution	15,773	14,128	10,950
Pension and retirement expenses	€ 50,298	€ 45,947	€ 40,593

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Vulnerability due to certain concentrations

12 Months Ended

Dec. 31, 2012

Vulnerability due to certain concentrations [Abstract]

Vulnerability due to certain concentrations

25. Vulnerability due to certain concentrations

ASML relies on outside vendors to manufacture the components and subassemblies used in its systems, each of which is obtained from a sole supplier or a limited number of suppliers. ASML’s reliance on a limited group of suppliers involves several risks, including a potential inability to obtain an adequate supply of required components and reduced control over pricing and timely delivery of these subassemblies and components. In particular, from time to time, the number of systems ASML has been able to produce has been limited by the production capacity of Zeiss. Zeiss is currently ASML’s sole external supplier of lenses and other critical optical components and is capable of producing these lenses only in limited numbers and only through the use of its manufacturing and testing facility in Oberkochen and Wetzlar, Germany. During 2012, ASML’s production was not limited by the deliveries from Zeiss.

For our light source technology used in our EUV systems we also depend on a limited number of suppliers. Our main supplier for light source technology is Cymer. We have agreed to acquire Cymer, subject to certain closing conditions. We believe that the acquisition of Cymer, if completed, will help us achieving our strategic objective of delivering an economically viable EUV scanner to semiconductor manufacturers as soon as reasonably possible. We believe that combining Cymer’s expertise in EUV light sources with our expertise in lithography systems design and integration will reduce the risks related to the successful development of and accelerate the introduction of EUV technology. Without the acquisition, we do not believe that Cymer would have sufficient resources to complete the development of the EUV source and as a result, the only way to make the EUV source development successful without additional delay is through the acquisition of Cymer. In addition we believe that the acquisition will allow us to more effectively partition responsibilities between Cymer, its suppliers and us with respect to EUV light source development, reducing risk and increasing development speed.

Completion of the acquisition is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and receipt of approvals under other foreign competition laws. On february 5, 2013, the Cymer Stockholders approved the merger agreement. We expect the transaction to close in the first half of 2013, there is no assurance that the transaction will be completed within the expected time period or at all.

Business failure or insolvency of one of our main customers may have an adverse effect on our business, financial condition and results of operations. See Note 20.

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Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property, plant and equipment [Abstract]

Property, plant and equipment

(in thousands)	Land,   buildings and   constructions EUR		Machinery and     equipment EUR		Leasehold   improvements EUR		Furniture, fixtures and other   equipment EUR		Total EUR
Cost
Balance, January 1, 2011		526,855		609,253		185,635		316,244		1,637,987
Additions		213,513		355,358		20,918		29,314		619,103
Disposals		-		(212,286)		(216)		(1,619)		(214,121)
Effect of changes in exchange rates		1,773		11,698		323		1,040		14,834
Balance, December 31, 2011		742,141		764,023		206,660		344,979		2,057,803
Additions		106,234		248,429		8,883		22,749		386,295
Disposals		(347)		(317,022)		(300)		(30,894)		(348,563)
Effect of changes in exchange rates		(995)		(4,671)		(391)		(59)		(6,116)
Balance, December 31, 2012		847,033		690,759		214,852		336,775		2,089,419
Accumulated depreciation and impairment
Balance, January 1, 2011		127,509		358,026		129,741		277,380		892,656
Depreciation		27,362		99,968		13,128		17,575		158,033
Impairment charges		-		3,508		2,789		5,975		12,272
Disposals		-		(64,417)		(41)		(988)		(65,446)
Effect of changes in exchange rates		1,006		4,715		158		799		6,678
Balance, December 31, 2011		155,877		401,800		145,775		300,741		1,004,193
Depreciation		31,598		110,571		13,416		23,668		179,253
Impairment charges		649		906		-		1,679		3,234
Disposals		(347)		(92,205)		(248)		(30,575)		(123,375)
Effect of changes in exchange rates		(505)		(3,090)		(165)		(49)		(3,809)
Balance, December 31, 2012		187,272		417,982		158,778		295,464		1,059,496
Carrying amount
December 31, 2011		586,264		362,223		60,885		44,238		1,053,610
December 31, 2012		659,761		272,777		56,074		41,311		1,029,923

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Accrued and other liabilities

12 Months Ended

Dec. 31, 2012

Accrued and other liabilities [Abstract]

Accrued and other liabilities

12. Accrued and other liabilities

Accrued and other liabilities consist of the following:

As of December 31 (in thousands)	2012 EUR		2011 EUR
Deferred revenue		739,136		816,045
Costs to be paid		278,066		260,651
Down payments from customers		1,033,768		1,057,046
Personnel related items		200,670		212,059
Derivative financial instruments		10,893		40,359
Standard warranty reserve		21,626		43,273
Other		1,352		2,313
Accrued and other liabilities		2,285,511		2,431,746
Less: non-current portion of accrued and other liabilities 1		405,141		663,099
Current portion of accrued and other liabilities		1,880,370		1,768,647

1 The main part of the non-current portion of accrued and other liabilities relates to down payments received from customers regarding future shipments of EUV systems.

The decrease in accrued and other liabilities mainly relates to the decrease in deferred revenue, standard warranty reserve and derivative financial instruments.

Deferred revenue mainly consists of prepaid extended and enhanced (optic) warranty contracts and award credits regarding free or discounted products or services. The decrease in deferred revenue is mainly caused by product deliveries in 2012 that were deferred as of December 31, 2011 including one NXE:3100 system of which revenues were deferred for an amount of EUR 48.6 million as of December 31, 2011.

The deferred revenue balance from extended and enhanced (optic) warranty contracts as of December 31, 2012, amounted to EUR 242.2 million (2011: EUR 280.1 million).

The deferred revenue balance from installation and training services as of December 31, 2012 amounted to EUR 4.0 million (2011: EUR 1.8 million) and EUR 12.4 million (2011: EUR 11.9 million), respectively.

Costs to be paid mainly relate to accrued cost for unbilled services provided by suppliers including contracted labor, outsourced services and consultancy.

We receive advances from customers prior to shipment for systems included in ASML’s current product portfolio or systems currently under development in the form of down payments.

Personnel related items mainly consist of accrued management bonuses, accrued profit sharing, accrued vacation days, accrued vacation allowance, accrued wage tax, social securities and accrued pension premiums.

Derivative financial instruments consist of foreign currency contracts and the aggregate fair value of interest rate swaps which includes accrued interest.

Changes in standard warranty reserve for the years 2012 and 2011 are as follows:

(in thousands)	2012 EUR		2011 EUR
Balance, January 1		43,273		37,965
Additions of the year		35,735		61,279
Utilization of the reserve		(33,746)		(26,968)
Release of the reserve		(22,733)		(29,415)
Effect of exchange rates		(903)		412
Standard warranty reserve		21,626		43,273

The release of the reserve is due to a change in accounting estimate based on lower than expected historical warranty expenses as a result of an improved learning-curve concerning ASML’s systems. The release has been included in cost of sales.

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Shareholders' equity (Details) (EUR €)	0 Months Ended	1 Months Ended											12 Months Ended							12 Months Ended			12 Months Ended
	Jan. 31, 2012	Dec. 31, 2012	Nov. 30, 2012	Oct. 31, 2012	Sep. 30, 2012	Aug. 31, 2012	Jul. 29, 2012	Jun. 30, 2012	May 31, 2012	Apr. 30, 2012	Mar. 31, 2012	Feb. 28, 2012	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010	Sep. 07, 2012	Jul. 06, 2012	Apr. 25, 2012	Dec. 31, 2012 Synthetic Share Buyback [Member]	Dec. 31, 2012 Foundation Administration Office MAKTSJAB [Member]	Jul. 09, 2012 Foundation Administration Office MAKTSJAB [Member]	Dec. 31, 2012 Foundation Administration Office Samsung [Member]	Dec. 31, 2012 Foundation Administration Office TSMC [Member]	Dec. 31, 2012 Ordinary Stock [Member]	Dec. 31, 2012 Common Class B [Member]
Stockholders' Equity [Line Items]
Ordinary Shares, authorized (actual number of shares)																									699,999,000	9,000
Ordinary Shares, issued (actual number of shares)																									419,852,467
Ordinary shares issued																					62,977,877		12,595,575	20,992,625
Ordinary Shares, nominal value																									€ 0.09	€ 0.01
Equity, Class of Treasury Stock [Line Items]
Total number of shares purchased	2,132,366	1,542,149	3,240,099	1,153,112			428,000	1,133,550	1,219,480	654,169	949,726	1,025,407	13,478,058							93,411,216
Shareholders' equity (Textual) [Abstract]
Maximum Shares Authorized for issuance as percentage of Issued Share capital																	5.00%
Additional maximum Shares Authorized for issuance on business acquisitions and mergers percentage of Issued Share capital																	5.00%
Percentage of issued share capital right to restrict or exclude preemptive rights by board of management																	10.00%
Maximum Market Price for repurchase by the Board of Management of ordinary shares as a percentage based on market price per April 25, 2012																			110.00%
Treasury shares		12,687,246											12,687,246		17,625,533
Cumulative Preference Shares, nominal value		€ 0.09											€ 0.09		€ 0.09
Period in which the company to repurchase or cancel cumulative preference shares		20 months											20 months
Period for granting authority to Board of management to issue shares and options		18 months											18 months
Dividend declared per ordinary shares of EUR		€ 0.53											€ 0.53
Cumulative Preference Shares, authorized (actual number of shares)		700,000,000											700,000,000		700,000,000
Cumulative Preference Shares, issued (actual number of shares)
Depositary receipts for ordinary shares		96,566,077											96,566,077
Fractional shares		900											900
Number of fractional shares		100											100
Common stock value authorized		126,000,000											126,000,000
Repurchase program agreement																			Up to a maximum of two times 10.0 percent of our issued share capital as of the date of authorization
Selling price of shares included in the customer co-investment program		€ 39.91											€ 39.91					€ 39.91				€ 39.91
Difference between capital repayment and net proceeds from issuance of shares													€ 125,600,000
Shares issued under customer co-investment program													3,853,900,000
Capital repayment													€ (3,728,324,000)	[1],[2]
Nominal value upon second amendment													€ 9.24
Nominal value per ordinary share upon third amendment													€ 0.06
Amount of decrease in nominal value per ordinary share upon third amendment													€ 9.18
Conversion of stock shares													100 ordinary shares for 77 ordinary shares
Nominal value													€ 0.09
Nominal value before second amendment													€ 0.09

[1] In 2012, as part of the capital repayment, EUR 3,728.3 million of shareholders' equity was returned to our shareholders (excluding Intel Corporation ("Intel"), Taiwan Semiconductor Manufacturing Company Ltd. ("TSMC") and Samsung Electronics Corporation ("Samsung") (collectively referred to as "participating customers" in the Customer Co-investment Program)) and the number of shares was reduced by 23 Percent. See Note 26.

[2] The difference of EUR 125.6 million between the capital repayment EUR 3,728.3 million and the net proceeds from issuance of shares EUR 3,853.9 million relates to the capital repayment on ASML's treasury shares which was also part of the Synthetic Share Buyback in November 2012.

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Employee benefits

12 Months Ended

Dec. 31, 2012

Employee benefits [Abstract]

Employee benefits

17. Employee benefits

Bonus plan

Our bonus expenses for all participants of all bonus plans were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Bonus expenses		16,474		15,557		12,489

Bonus expenses include an amount of EUR 1.8 million (2011: EUR 1.7 million; 2010: EUR 1.6 million) in relation to the short-term incentive (“STI”) cash bonus for the Board of Management (we refer to Note 21) and EUR 0.1 million (2011: EUR 0.7 million; 2010: EUR 1.2 million) in relation to the Brion retention bonus plan.

ASML has a performance related bonus plan for senior management, who are not members of the Board of Management. Under this plan, the bonus amount is dependent on actual performance against corporate, departmental and personal targets. The bonus for members of senior management can range between 0.0 percent and 40.0 percent, or 0.0 percent and 70.0 percent, of their annual salaries, depending upon their seniority. The performance targets are set for each half year. The bonus of the first half of 2012 was paid in the second half of 2012. The bonus of the second half is accrued for in the consolidated balance sheet as of December 31, 2012 and is expected to be paid in the first quarter of 2013. Our bonus expenses under this plan were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Bonus expenses		14,588		13,131		9,694

Profit-sharing plan

ASML has a profit-sharing plan covering all European and US non-sales employees who are not members of the Board of Management or senior management. Under the plan, eligible employees receive an annual profit-sharing, based on a percentage of net income relative to sales ranging from 0.0 to 20.0 percent of annual salary. The profit sharing for the years 2012, 2011 and 2010 was 18.0 percent or EUR 64.5 million, 20.0 percent or EUR 64.0 million and 18.0 percent or EUR 52.2 million, respectively. Our profit is also one of the criteria for the individual variable pay programs for employees in Asia and employees eligible to the sales reward plan which amount to EUR 24.4 million for 2012 (including EUR 2.6 million for the sales reward plan), EUR 23.2 million for 2011 and EUR 23.1 million for 2010.

Share-based compensation

We have adopted various share (option) plans for our employees. Each year, the Board of Management determines, by category of ASML personnel, the total available number of stock options and maximum number of shares that can be granted in that year. The determination is subject to the approval of our Supervisory Board. For members of the Board of Management ASML has separate share-based payment plans, for details on service and vesting conditions see below and for additional information see note 21. Our current share-based payment plans do not provide cash settlement of options and shares.

The total gross amount of recognized compensation expenses associated with share-based payments (including share – based payments to the Board of Management) was EUR 18.7 million in 2012, EUR 12.4 million in 2011 and EUR 12.1 million in 2010. The tax benefit recognized related to the recognized expenses amounts to EUR 0.9 million in 2012, EUR 0.5 million in 2011 and EUR 1.0 million in 2010.

Total compensation expenses related to non-vested awards to be recognized in future periods amount to EUR 30.4 million as per December 31, 2012 (2011: EUR 23.3 million; 2010: EUR 16.7 million). The weighted average period over which these costs are expected to be recognized is calculated at 2.0 years (2011: 1.9 years; 2010: 2.0 years).

Option plans

Options granted under ASML’s stock option plans have fixed exercise prices equal to the closing price of our ordinary shares on NYSE Euronext Amsterdam or NASDAQ on the applicable grant-dates. Granted stock options generally vest over a three-year period with any unexercised stock options expiring ten years after the grant-date.

ASML has five different stock option plans:

• Employee plan

• Option purchase plan

• Brion stock option plan

• Senior management plan

• Stock option extension plan

The Option purchase plan and Stock option extension plan have no service and vesting conditions. The other plans typically have a three to four year service condition. Furthermore senior management and Board of Management plans have vesting conditions based on performance. The fair value of the stock options is determined using a Black-Scholes option valuation model.

The Black-Scholes option valuation of our stock options is based on the following assumptions:

Year ended December 31	2012		2011		2010
Weighted average share price (in EUR)		40.3		28.0		24.1
Volatility (in percentage)		25.6		37.8		36.4
Expected life (in years)		5.0		4.8		4.6
Risk free interest rate		2.1		2.9		2.5
Expected dividend yield (in EUR)		1.45		1.25		1.06
Forfeiture rate1		-		-		-

1 As of year end for each of the three years ended December 31, forfeitures are estimated to be nil.

When establishing the expected life assumption we annually take into account the contractual terms of the stock options as well as historical employee exercise behavior.

Other details with respect to stock options are set out in the following table:

	EUR-denominated						USD-denominated
Year ended December 31	2012		2011		2010		2012		2011		2010
Weighted average fair value of stock options granted		8.97		8.28		8.22		11.87		10.42		11.10
Weighted average share price at the exercise date of stock options		40.45		29.39		25.77		50.88		41.94		33.79
Aggregate intrinsic value of stock options exercised (in thousands)		71,331		30,204		22,720		12,684		11,323		13,669
Aggregate remaining contractual term of currently exercisable options (years)		3.59		2.08		2.86		3.17		1.80		2.59
Aggregate intrinsic value of exercisable stock options (in thousands)		34,438		39,384		54,109		21,882		20,492		25,780
Aggregate intrinsic value of outstanding stock options (in thousands)		35,671		45,141		65,240		22,433		20,791		28,024

The number and weighted average exercise prices of stock options as of December 31, 2012, and changes during the year then ended are presented below:

	EUR-denominated				USD-denominated
	Number of options		Weighted average exercise price per ordinary share (EUR)		Number of options		Weighted average exercise price per ordinary share (USD)
Outstanding, January 1, 2012		5,133,659		24.48		1,792,305		34.01
Granted		32,240		39.52		11,041		51.79
Exercised		(2,928,641)		16.07		(362,071)		15.87
Forfeited		(5,530)		18.22		(350)		33.75
Expired		(1,103,566)		55.45		(946,089)		48.98
Outstanding, December 31, 2012		1,128,162		16.38		494,836		19.06
Exercisable, December 31, 2012		1,060,262		15.52		472,586		18.09

Details with respect to the stock options outstanding are set out in the following table:

EUR-denominated						USD-denominated
Range of exercise prices (EUR)		Number of outstanding options at December 31, 2012		Weighted average remaining contractual life of outstanding options (years)		Range of exercise prices (USD)		Number of outstanding options at December 31, 2012		Weighted average remaining contractual life of outstanding options (years)
	0 - 10		-		-		0 - 10		55,260		2.75
	10 - 15		602,473		3.00		10 - 15		230,215		1.64
	15 - 20		292,093		3.91		15 - 20		5,424		5.80
	20 - 25		176,120		5.18		20 - 25		101,697		4.49
	25 - 40		30,422		8.77		25 - 40		90,116		6.16
	40 - 50		27,054		9.79		40 - 50		2,077		8.66
	50 - 60		-		-		50 - 60		10,047		9.70
	Total		1,128,162		3.89		Total		494,836		3.41

In 2012, 2011 and 2010 only repurchased shares were used to satisfy the option rights upon exercise. For more information with respect to repurchased shares we refer to Note 27.

Share plans

Shares granted under ASML’s share plans include a three to four year service period and for some plans performance conditions. The fair value of shares is determined based on the closing trading price of our shares on NYSE Euronext Amsterdam or NASDAQ on the grant date.

ASML has six different share plans:

• Employee plan

• Share purchase plan

• New hire performance share plan

• Brion performance share plan

• Senior management plan

• Board of management performance share plan (we refer to Note 21)

The Share purchase plan has no service and vesting conditions. The employee plan has only service conditions. The other plans have service conditions which are similar and have vesting conditions which are based on performance.

Details with respect to shares are set out in the following table:

	EUR-denominated						USD-denominated
Year ended December 31	2012		2011		2010		2012		2011		2010
Total fair value at vesting date of shares vested during the year (in thousands)		16,179		9,155		6,165		5,392		1,956		8,856
Weighted average fair value of shares granted		36.15		28.09		23.51		47.71		39.00		31.66

A summary of the status of conditionally outstanding shares as of December 31, 2012, and changes during the year ended December 31, 2012, is presented below:

	EUR- denominated Number of shares			Weighted average fair value at grant date (EUR)		USD- denominated Number of shares			Weighted average fair value at grant date (USD)
Conditional shares outstanding at January 1, 2012		1,479,297			24.19		264,891			32.35
Granted		678,505			36.15		110,465			47.71
Vested/Issued		(421,902	)		20.88		(106,500	)		31.05
Forfeited		(42,290	)		19.91		(19,762	)		37.55
Conditional shares outstanding at December 31, 2012		1,693,610			29.92		249,094			40.71

Other plans

Stock Option Extension Plans and Financing

In 2002, employees were offered an extension of the option period for options granted in 2000. As a result the option period was extended until 2012. Employees who accepted the extension became subject to additional exercise periods in respect of their options. At the modification date, there was no intrinsic value of the modified award because the exercise price under each plan still exceeded ASML’s stock price on the modification date. As a result, these stock option extensions did not result in recognition of any additional compensation expense in accordance with ASC 718.

Stock option plans that were issued before 2001 were constructed with a virtual financing arrangement in compliance with the applicable laws and after obtaining the necessary corporate approvals, whereby ASML loaned the tax value of the options granted to employees subject to the Dutch tax-regime. The interest-free loans issued under this arrangement were repayable to ASML on the exercise date of the respective option, provided that the option was actually exercised. If the options expired unexercised, the loans were forgiven. ASML’s Supervisory Board approved the Stock Option Plans 2000 at the time, including the interest-free loans, as these were part of the Stock Option Plan.

In 2006, we launched a stock option plan for Dutch employees holding stock options granted in 2000 (option “A”), which expired in 2012. In this plan we granted options (option “B”) which only became effective after option “A” expired unexercised in 2012. During 2012 option type “A” expired and option type “B” has been fully exercised and all amounts due to ASML under the virtual financing arrangement were repaid upon exercise of the option. No amounts are outstanding under this virtual financing arrangement as of December 31, 2012. No compensation expenses in relation to these specific Stock Option Extension Plans are recognized in the consolidated statements of operations for the years 2012, 2011 and 2010.

Employee Purchase Plan

Every quarter, ASML offers its worldwide payroll employees the opportunity to buy ASML shares or ASML stock options against fair value out of their net salary. The fair value for shares is determined based on the closing price of the ordinary shares on NYSE Euronext Amsterdam on the grant-date. The fair value of the stock options is determined using a Black-Scholes option valuation model. For the assumptions on which the Black-Scholes option valuation model is used, see the disclosure above under the caption “Option Plans”. The maximum net amount for which employees can participate in the plan amounts to 10.0 percent of gross base salary. When employees retain the shares and/or stock options for a minimum of 12 months, ASML will pay out a 20.0 percent cash bonus on the net invested amount.

Deferred compensation plans

In July 2002, ASML adopted a non-qualified deferred compensation plan for its United States employees that allows a select group of management or highly compensated employees to defer a portion of their salary, bonus, and commissions. The plan allows ASML to credit additional amounts to the participants’ account balances. The participants divide their funds among the investments available in the plan. Participants elect to receive their funds in future periods after the earlier of their employment termination or their withdrawal election, at least three years after deferral. There were minor expenses relating to this plan in 2012, 2011 and 2010. As of December 31, 2012, and 2011, our liability under the deferred compensation plan was EUR 11.8 million and EUR 10.2 million, respectively.

Pension plans

ASML maintains various pension plans covering substantially all of its employees. Our employees in the Netherlands, 4,778 in full-time equivalents (“FTEs”), participate in a multi-employer union plan (“Bedrijfstakpensioenfonds Metalektro” “PME”) determined in accordance with the collective bargaining agreements effective for the industry in which ASML operates. This collective bargaining agreement has no expiration date. This multi-employer union plan covers approximately 1,220 companies and approximately 150,000 contributing members. ASML’s contribution to the multi-employer union plan is less than 5.0% of the total contribution to the plan as per the annual report for the year ended December 31, 2011. 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 plan must be monitored against specific criteria, including the coverage ratio of the plan’s assets to its obligations. This coverage ratio must exceed 104.25 percent for the total plan. Every company participating in a Dutch multi-employer union plan contributes a premium calculated as a percentage of its total pensionable salaries, with each company subject to the same percentage contribution rate. The premium can fluctuate yearly based on the coverage ratio of the multi-employer union plan. The pension rights of each employee are based upon the employee’s average salary during employment.

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

The coverage ratio of the multi-employer union plan increased to 93.9 percent as of December 31, 2012 (December 31, 2011: 90.0 percent). Because of the low coverage ratio, PME prepared and executed a so-called “Recovery Plan” which was approved by 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 to the obligation of the “Recovery Plan” the pension premium percentage is 24.0 in both 2013 and 2012. The coverage ratio is calculated by dividing the fund’s capital by the total sum of pension liabilities and is based on actual market interest.

ASML also participates in several defined contribution pension plans, with ASML’s expenses for these plans equaling the contributions made in the relevant period.

Our pension and retirement expenses for all employees for the three years ended December 31, 2012, 2011 and 2010 were:

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
Pension plan based on multi-employer union plan		34,525		31,819		29,643
Pension plans based on defined contribution		15,773		14,128		10,950
Pension and retirement expenses		50,298		45,947		40,593

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Income taxes (Details) (EUR €) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011		Dec. 31, 2010
The components of (provision for) benefit from income taxes
Current tax	€ (79,255)	€ (129,127)		€ (180,613)
Deferred tax	74,993	(52,548)		(40,090)
Provision for income taxes	€ (4,262)	€ (181,675)	[1]	€ (220,703)

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill/Other intangible assets [Abstract]

Goodwill

Year ended December 31 (in thousands)	2012 EUR		2011 EUR
Cost
Balance, January 1		146,044		141,286
Acquisition subsidiary		6,038		-
Effect of changes in exchange rates		(2,914)		4,758
Goodwill		149,168		146,044

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Segment Disclosure (Details 1) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011		Dec. 31, 2010
Net sales and identifiable assets by geographic region
Identifiable assets	€ 7,251,367,000	€ 7,106,405,000		€ 6,025,421,000
Total net sales	4,731,555,000	5,651,035,000	[1]	4,507,938,000
Segment Disclosure (Textual) [Abstract]
Net system sales	3,801,632,000	4,883,913,000	[1]	3,894,742,000
Percentage of decrease in net system sales	22.20%
Decrease of net system sales	1,082,300,000
Sales to the largest customer	1,236,100,000	1,311,700,000		1,270,800,000
Net sales revenue from largest customer based on net sales as percentage	26.10%	23.20%		28.20%
Accounts receivables and finance receivables of three largest customers based on net sales	58.90%	35.50%		36.90%
Japan [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	292,309,000	405,595,000		396,748,000
Identifiable assets	128,750,000	414,264,000		345,160,000
Korea [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	1,276,304,000	1,318,777,000		1,396,028,000
Identifiable assets	85,022,000	56,765,000		31,859,000
Singapore [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	98,554,000	436,308,000		215,357,000
Identifiable assets	15,696,000	14,179,000		17,189,000
Taiwan [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	1,479,768,000	1,146,601,000		1,380,400,000
Identifiable assets	138,010,000	87,833,000		77,125,000
Rest of Asia [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	197,262,000	450,796,000		239,914,000
Identifiable assets	999,392,000	817,496,000		1,749,879,000
Europe [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	256,192,000	505,129,000		203,548,000
Identifiable assets	5,412,758,000	5,207,509,000		3,382,117,000
United States [Member]
Net sales and identifiable assets by geographic region
Net sales from foreign countries	1,131,166,000	1,387,829,000		675,943,000
Identifiable assets	€ 471,739,000	€ 508,359,000		€ 422,092,000

[1] As of January 1, 2011, we adopted Accounting Standards Update ("ASU") 2009-13, "Revenue Arrangements with Multiple Deliverables" which amended ASC 605-25. The ASU was adopted prospectively and had an insignificant impact on timing and allocation of revenues. See Note 1 to the consolidated financial statements.

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General information / Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2012

General information / Summary of significant accounting policies [Abstract]

Other intangible assets

Category	Estimated useful life
Intellectual property	3 - 10 years
Developed technology	6 years
Customer relationships	8 years
Other	2 - 6 years

Property, plant and equipment

Category	Estimated useful life
Buildings and constructions	5 - 40 years
Machinery and equipment	2 - 5 years
Leasehold improvements	5 - 10 years
Furniture, fixtures and other equipment	3 - 5 years

Net income per ordinary share

Year ended December 31 (in thousands, except per share data)	2012 EUR	2011 EUR	2010 EUR
Net income	1,146,316	1,466,960	1,021,820
Weighted average number of shares outstanding during the year (after deduction of treasury stock)	424,096	425,618	435,146
Basic net income per ordinary share	2.70	3.45	2.35
Weighted average number of shares:	424,096	425,618	435,146
Plus shares applicable to:
Options and conditional shares1	2,890	3,435	3,828
Dilutive potential ordinary shares	2,890	3,435	3,828
Adjusted weighted average number of shares	426,986	429,053	438,974
Diluted net income per ordinary share 1	2.68	3.42	2.33

1 The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

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Board of Management and Supervisory Board Remuneration (Details 1) (EUR €)	12 Months Ended
	Dec. 31, 2012
E. Meurice [Member] | Board of Management Stock Option Plan One [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	23,270
Exercised during 2012	23,270
Share price on exercise date	€ 35.12
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 11.53
Expiration date	Jan. 19, 2015
E. Meurice [Member] | Board of Management Stock Option Plan Two [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	88,371
Exercised during 2012	88,371
Share price on exercise date	€ 36.70
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 17.90
Expiration date	Jan. 18, 2016
E. Meurice [Member] | Board of Management Stock Option Plan Three [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	95,146
Exercised during 2012	95,146
Share price on exercise date	€ 43.89
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 20.39
Expiration date	Jan. 17, 2017
E. Meurice [Member] | Board of Management Stock Option Plan Four [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	42,448
Exercised during 2012	42,448
Share price on exercise date	€ 36.67
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 17.20
Expiration date	Feb. 04, 2018
E. Meurice [Member] | Board of Management Stock Option Plan Five [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	84,895
Exercised during 2012	84,895
Share price on exercise date	€ 34.93
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 12.39
Expiration date	Feb. 02, 2019
P.T.F.M. Wennink [Member] | Board of Management Stock Option Plan One [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	31,500
Exercised during 2012
Share price on exercise date
Vested during 2012
Expired during 2012	31,500
Outstanding options, Ending Balance
Exercise price	€ 58.00
Expiration date	Jan. 20, 2012
P.T.F.M. Wennink [Member] | Board of Management Stock Option Plan Two [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	52,554
Exercised during 2012	52,554
Share price on exercise date	€ 33.60
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 12.39
Expiration date	Feb. 02, 2019
M.A. van den Brink [Member] | Board of Management Stock Option Plan One [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	31,500
Exercised during 2012
Share price on exercise date
Vested during 2012
Expired during 2012	31,500
Outstanding options, Ending Balance
Exercise price	€ 58.00
Expiration date	Jan. 20, 2012
M.A. van den Brink [Member] | Board of Management Stock Option Plan Two [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	27,894
Exercised during 2012	27,894
Share price on exercise date	€ 34.38
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 17.20
Expiration date	Feb. 04, 2018
M.A. van den Brink [Member] | Board of Management Stock Option Plan Three [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	55,788
Exercised during 2012	55,788
Share price on exercise date	€ 33.60
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 12.39
Expiration date	Feb. 02, 2019
F.J. van Hout [Member] | Board of Management Stock Option Plan One [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance	46,201
Exercised during 2012	46,201
Share price on exercise date	€ 33.60
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price	€ 12.39
Expiration date	Feb. 02, 2019
F.J.M. Schneider Maunoury [Member] | Board of Management Stock Option Plan One [Member]
Details of vested options held by members of the Board of Management to purchase ordinary shares
Outstanding options, Beginning Balance
Exercised during 2012
Share price on exercise date
Vested during 2012
Expired during 2012
Outstanding options, Ending Balance
Exercise price
Expiration date	. NaN, NaN

XML

Consolidated Balance Sheets (Parenthetical) (EUR €)	Dec. 31, 2012	Dec. 31, 2011
Cumulative Preference Shares, nominal value	€ 0.09	€ 0.09
Cumulative Preference Shares, authorized (actual number of shares)	700,000,000	700,000,000
Cumulative Preference Shares, outstanding (actual number of shares)
Ordinary Shares, outstanding (actual number of shares)	407,165,221	413,669,257
Ordinary Stock
Ordinary Shares, nominal value	€ 0.09	€ 0.09
Ordinary Shares, authorized (actual number of shares)	699,999,000	700,000,000
Ordinary Shares, outstanding (actual number of shares)	407,165,221	413,669,257
Common Class B
Ordinary Shares, nominal value	€ 0.01
Ordinary Shares, authorized (actual number of shares)	9,000
Ordinary Shares, outstanding (actual number of shares)

XML

Employee benefits (Details 4)	12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2012 EUR (€)	Dec. 31, 2012 USD [Member]	Dec. 31, 2012 Euro [Member]
Stock option transactions
Outstanding options, Beginning Balance			1,792,305	5,133,659
Outstanding, Weighted average exercise price, Beginning Balance	$ 34.01	€ 24.48
Granted			11,041	32,240
Granted, Weighted average exercise price	$ 51.79	€ 39.52
Exercised			(362,071)	(2,928,641)
Exercised, Weighted average exercise price	$ 15.87	€ 16.07
Forfeited			(350)	(5,530)
Forfeited, Weighted average exercise price	$ 33.75	€ 18.22
Expired			(946,089)	(1,103,566)
Expired, Weighted average exercise price	$ 48.98	€ 55.45
Outstanding options, Ending Balance			494,836	1,128,162
Outstanding, Weighted average exercise price, Ending Balance	$ 19.06	€ 16.38
Exercisable			472,586	1,060,262
Exercisable, Weighted average exercise price	$ 18.09	€ 15.52

XML

General information / Summary of significant accounting policies

12 Months Ended

Dec. 31, 2012

General information / Summary of significant accounting policies [Abstract]

General information / Summary of significant accounting policies

1. General information / Summary of significant accounting policies

ASML Holding N.V. (“ASML”), with its corporate headquarters in Veldhoven, the Netherlands, is engaged in the development, production, marketing, sale and servicing of advanced semiconductor equipment systems exclusively consisting of lithography systems. ASML’s principal operations are in the Netherlands, the United States of America and Asia.

Our shares are listed for trading in the form of registered shares on NASDAQ and on NYSE Euronext Amsterdam. The principal trading market of our ordinary shares is NYSE Euronext Amsterdam.

Basis of preparation

The accompanying consolidated financial statements are stated in thousands of euros (“EUR”) unless indicated otherwise.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

The preparation of ASML’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet dates, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements include the financial statements of ASML Holding N.V. and all of its subsidiaries and the variable interest entities in which ASML is the primary beneficiary (referred to as “ASML”). All intercompany profits, balances and transactions have been eliminated in the consolidation.

Subsidiaries

Subsidiaries are all entities over which ASML has the power to govern financial and operating policies generally accompanying a shareholding of more than half of the voting rights. As from the date that these criteria are met, the financial data of the relevant subsidiaries are included in the consolidation.

Acquisitions of subsidiaries are included on the basis of the acquisition method. The cost of acquisition is measured based on the consideration transferred, the fair value of other assets distributed and the fair value of liabilities incurred or assumed at the acquisition date (i.e., the date at which we obtain control). The excess of the costs of an acquired subsidiary over the net of the amounts assigned to assets acquired and liabilities incurred or assumed, is capitalized as goodwill. Acquisition-related costs are expensed when incurred in the period they arise or the service is received.

Variable Interest Entities

We assess whether we have a controlling financial interest in any Variable Interest Entity (“VIE”) and, thus, whether we are the VIE’s primary beneficiary. ASML shall be deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (a.) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b.) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If ASML has a controlling financial interest in a VIE, it is required to consolidate the VIE.

Foreign currency translation

The financial information for subsidiaries outside the euro-zone is generally measured using local currencies as the functional currency. The financial statements of those foreign subsidiaries are translated into euros in the preparation of ASML’s consolidated financial statements. Assets and liabilities are translated into euros at the exchange rate in effect on the respective balance sheet dates. Income and expenses are translated into euros based on the average exchange rate for the corresponding period. The resulting translation adjustments are recorded directly in shareholders’ equity. Currency differences on intercompany loans that have the nature of a long-term investment are also accounted for directly in shareholders’ equity.

Derivative financial instruments

We principally use derivative hedging instruments for the management of foreign currency risks and interest rate risks. We measure all derivative hedging instruments based on fair values derived from market prices of the instruments. We adopt hedge accounting for hedges that are highly effective in offsetting the identified hedged risks taking into account required effectiveness criteria.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. We designate certain derivatives as either:

• A hedge of the exposure to changes in the fair value of a recognized asset or liability, or of an unrecognized firm commitment, that are attributable to a particular risk (fair value hedge);

• A hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk (cash flow hedge); or

• A hedge of the foreign currency exposure of a net investment in a foreign operation (net investment hedge).

We document at the inception of the transaction the relationship between hedging instruments and hedged items, as well as our risk management objectives and strategy for undertaking various hedging transactions. We also document our assessment, both at hedge inception and on an ongoing basis, of whether derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Fair value hedge

Changes in the fair value of a derivative financial instrument that is designated and qualified as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in the consolidated statements of operations.

Hedge accounting is discontinued when we revoke the hedging relationship, the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. The adjustment to the carrying amount of the hedged item arising from the hedged risk is amortized to the consolidated statement of operations from that date.

Interest rate swaps that are being used to hedge the fair value of fixed loan coupons payable are designated as fair value hedges. The change in fair value is intended to offset the change in the fair value of the underlying fixed loan coupons, which is recorded accordingly. The gain or loss relating to the ineffective portion of interest rate swaps hedging fixed loan coupons payable is recognized in the consolidated statements of operations as “interest income” or “interest expense”.

Cash flow hedge

Changes in the fair value of a derivative that is designated and qualified as a cash flow hedge are recorded in other comprehensive income, net of taxes, until the underlying hedged transaction is recognized in the consolidated statements of operations. In the event that the underlying hedge transaction will not occur within the specified time period, the gain or loss on the related cash flow hedge is released from other comprehensive income and included in the consolidated statements of operations, unless, extenuating circumstances exist that are related to the nature of the forecasted transaction and are outside our control or influence and which cause the forecasted transaction to be probable of occurring on a date that is beyond the specified time period.

Foreign currency hedging instruments that are being used to hedge cash flows related to forecasted sales or purchase transactions in non-functional currencies are designated as cash flow hedges. The gain or loss relating to the ineffective portion of the foreign currency hedging instruments is recognized in the consolidated statements of operations in “sales” or “cost of sales”.

Interest rate swaps that are being used to hedge changes in the variability of future interest cash flows to certain of our operating lease obligations are designated as cash flow hedges. The changes in fair value of the derivatives are intended to offset changes in future interest cash flows of such operating lease obligations. The gain or loss relating to the ineffective portion of interest rate swaps hedging the variability of future interest cash flows is recognized in the consolidated statements of operations as “interest income” or “interest expense”.

Net investment hedge

Foreign currency hedging instruments that are being used to hedge changes in the value of a net investment are designated as net investment hedges. Changes in the fair value of a derivative that is designated and qualifies as a net investment hedge are recorded in other comprehensive income, net of taxes. The gain or loss relating to the ineffective portion is recognized in the consolidated statements of operations as “interest income” or “interest expense”. Gains and losses accumulated in other comprehensive income are recognized in the consolidated statements of operations when the foreign operation is (partially) disposed or sold.

Cash and cash equivalents

Cash and cash equivalents consist primarily of highly liquid investments, such as bank deposits, money market funds and interest-bearing bank accounts with insignificant interest rate risk and remaining maturities of three months or less at the date of acquisition.

Short-term investments

Investments with remaining maturities longer than three months and less than one year at the date of acquisition are presented as short-term investments. The short-term investments are classified as available-for-sale securities and are stated at fair value. Gains and losses, other than impairments, interest income and foreign exchange results, are recognized in comprehensive income until the short-term investments are derecognized. Upon derecognition, the cumulative gain or loss recognized in comprehensive income, is recognized in the consolidated statement of operations.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Cost includes net prices paid for materials purchased, charges for freight and customs duties, production labor cost and factory overhead. Allowances are made for slow-moving, obsolete or unsellable inventory.

Allowances for inventory are determined based on the expected demand which is derived from sales forecasts as well as the expected market value of the inventory.

Intangible assets

Goodwill

Goodwill represents the excess of the costs of an acquisition over the fair value of the amounts assigned to assets acquired and liabilities incurred or assumed of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries is allocated to reporting units for the purpose of impairment testing. The allocation is made to those reporting units that are expected to benefit from the business combination in which the goodwill arose. Goodwill is tested for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. Goodwill is stated at cost less accumulated impairment losses.

Other intangible assets

Other intangible assets include acquired intellectual property rights, developed technology, customer relationships and other intangible assets. Other intangible assets are stated at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method based on the estimated useful lives of the assets. The following table presents the estimated useful lives of ASML’s other intangible assets:

Category	Estimated useful life
Intellectual property	3 - 10 years
Developed technology	6 years
Customer relationships	8 years
Other	2 - 6 years

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses. Costs of assets manufactured by ASML include direct manufacturing costs, production overhead and interest costs incurred for qualifying assets during the construction period. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets. In the case of leasehold improvements, the estimated useful lives of the related assets do not exceed the remaining term of the corresponding lease.

The following table presents the estimated useful lives of ASML’s property, plant and equipment:

Category	Estimated useful life
Buildings and constructions	5 - 40 years
Machinery and equipment	2 - 5 years
Leasehold improvements	5 - 10 years
Furniture, fixtures and other equipment	3 - 5 years

Land is not depreciated.

Certain internal and external costs associated with the purchase and/or development of internally used software are capitalized when both the preliminary project stage is completed and management has authorized further funding for the project, which it has deemed probable to be completed and to be usable for the intended function. These costs are depreciated on a straight-line basis over the period of related benefit, which ranges primarily from three to five years.

Evaluation of long-lived assets for impairment

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

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (September 30) and whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The test is based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the reporting unit (including goodwill allocated to such unit) with the fair value of that reporting unit. If the carrying amount of the reporting unit is higher than the fair value of the reporting unit, the second step should be performed. In the second step the goodwill impairment is measured as the excess of the carrying amount of the goodwill over its implied fair value. The implied fair value of goodwill is determined by calculating the fair value of the various assets and liabilities included in the reporting unit in the same manner as goodwill is determined in a business combination.

Other intangible assets and property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Other intangible assets and property, plant and equipment are tested for impairment based on a two-step approach. First, the recoverability is tested by comparing the carrying amount of the other intangible assets and property, plant and equipment with the fair value being the sum of the related undiscounted future cash flows. Second, if the carrying amount of the other intangible assets and property, plant and equipment is higher than the fair value the assets are considered to be impaired. An impairment expense is recognized as the difference between the carrying amount and the fair value of the other intangible assets and property, plant and equipment.

Provisions

Provisions for lease contract termination costs are recognized when costs will continue to be incurred under a contract for its remaining term without economic benefit to us and we cease using the rights conveyed by the contract. The provisions are measured at fair value which for an operating lease contract is determined based on the remaining lease payments reduced by the estimated sublease payments that could be reasonably obtained.

Revenue recognition

ASML recognizes revenue when all four revenue recognition criteria are met: 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 is reasonably assured. At ASML this policy generally results in revenue recognition from the sale of a system upon shipment. The revenue from the installation of a system is generally recognized upon completion of that installation at the customer site. Each system undergoes, prior to shipment, a “Factory Acceptance Test” in ASML’s clean room facilities, effectively replicating the operating conditions that will be present on the customer’s site, in order to verify whether the system will meet its standard specifications and any additional technical and performance criteria agreed with the customer, if any. A system is shipped, and revenue is recognized, only after all specifications are met and customer sign-off is received or waived. In case not all specifications are met and the remaining performance obligation is not essential to the functionality of the system but is substantive rather than inconsequential or perfunctory, a portion of the sales price is deferred. Although each system’s performance is re-tested upon installation at the customer’s site, ASML has never failed to successfully complete installation of a system at a customer’s premises.

In connection with the introduction of new technology, such as our second-generation EUV systems (NXE:3100), we initially defer revenue recognition until completion of installation and acceptance of the new technology based system at customer premises. As our systems are based largely on two product platforms that permit incremental, modular upgrades, the introduction of genuinely “new” technology occurs infrequently, and in the past 12 years, has occurred on only two occasions: 2010 (EUV) and 1999 (TWINSCAN).

In 2012, we recognized system sales revenue for one NXE:3100 system (2011: three NXE:3100 systems; 2010: no NXE:3100 systems) that was installed at the customer location and was accepted by our customer, for an amount of EUR 43.7 million (2011: EUR 119.3 million and 2010: EUR nil). As of December 31, 2012, no amounts were deferred in relation to NXE:3100 systems (2011: EUR 48.6 million and 2010: EUR 38.5 million).

ASML has no significant repurchase commitments in its general sales terms and conditions. From time to time we repurchase systems that we have manufactured and sold and, following refurbishment, resell those systems to other customers. This repurchase decision is driven by market demand expressed by other customers and not by explicit or implicit contractual arrangements relating to the initial sale. We consider reasonable offers from any vendor, including customers, to repurchase used systems so that we can refurbish, resell, and install these systems as part of our normal business operations. Once repurchased, the repurchase price of the used system is recorded in work-in-process inventory during the period it is being refurbished, following which the refurbished system is reflected in finished products inventory until it is sold to the customer. As of December 31, 2012 and 2011 ASML had no repurchase commitments.

We offer customers discounts in the normal course of sales negotiations. These discounts are directly deducted from the gross sales price at the moment of revenue recognition. From time to time, we offer volume discounts to certain customers. In some instances these volume discounts can be used to purchase field options (system enhancements). The related amount is recorded as a reduction in revenue at time of shipment. From time to time, we offer free or discounted products or services (award credits) to our customers as part of a volume purchase agreement. The sales transaction that gives rise to these award credits is accounted for as a multiple element revenue transaction as the agreements involve the delivery of multiple products. The consideration received from the sales transaction is allocated between the award credits and the other elements of the sales transaction. The consideration allocated to the award credits is recognized as deferred revenue until award credits are delivered to the customer. The amount allocable to a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the non-contingent amount).

Revenues are recognized excluding the taxes levied on revenues (net basis).

In the event that an arrangement with a customer becomes onerous, we recognize a liability for the amount that the cost of settling the arrangement exceeds the amount of the contract price. When we satisfy the onerous arrangement, we derecognize the related liability.

Multiple element arrangements

The main portion of ASML’s revenue is derived from contractual arrangements with our customers that have multiple deliverables, which mainly include the sale of our systems, installation and training services and prepaid extended and enhanced (optic) warranty contracts. As of January 1, 2011, ASML adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Arrangements with Multiple Deliverables” which amended the guidance on arrangements with multiple deliverables in ASC 605-25. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. We apply this accounting guidance prospectively to arrangements originating or materially modified on or after January 1, 2011. The implementation resulted in additional qualitative disclosures that are included below, but did not result in additional units of accounting and only had an insignificant impact on timing and allocation of revenues.

Each element in the arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by us. We consider a deliverable to have stand-alone value if the product or service is sold separately by us or another vendor or could be resold by the customer. Further, our revenue arrangements do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.

The hierarchy of evidence to determine a selling price in ASC 605-25 is as follows:

• Vendor-Specific Objective Evidence (“VSOE”) – the price at which we sell the element in a separate standalone transaction;

• Third-Party Evidence (“TPE”) – evidence from us or other companies of the value of a largely interchangeable element in a transaction;

• Best Estimate of Selling Price (“BESP”) – our best estimate of the selling price of an element in the transaction.

To determine the selling price in multiple elements arrangements, we establish VSOE of the selling price for installation and training services and prepaid extended and enhanced (optic) warranty contracts. VSOE is determined based on the prices that ASML charges for installation and comparable services (such as relocating a system to another customer site) and prepaid extended and enhanced (optic) warranty contracts on a stand-alone basis, which are subject to normal price negotiations. Revenue from installation and training services is recognized when the services are completed. Revenue from prepaid extended and enhanced (optic) warranty contracts is recognized over the term of the contract. When we are unable to establish the selling price using VSOE or TPE, we use BESP. The objective of using estimated selling price-based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine BESP considering several internal and external factors including, but not limited to, pricing practices, gross margin objectives, market conditions, competitive environment, internal costs and geographies. We review selling prices every reporting period and maintain internal controls over the establishment and updates of these estimates.

For arrangements entered into through December 31, 2010, we primarily recognize revenue based on the previous guidance of ASC 605-25. The revenue relating to the installation and training services and prepaid extended and enhanced (optic) warranty contracts is deferred at their fair value until delivery of these elements. As we are not able to determine the fair value for the system, but we are able to determine the fair value for all other elements in the arrangement, revenue is allocated as the difference between the total arrangement consideration less the aggregate fair value of all other elements in the arrangement, and no revenue is recognized until all elements without fair value have been delivered.

Lease arrangements

A lease is classified as a sales-type lease if any of the following lease classification criteria are met at its inception:

1. The lease transfers ownership of the property to the lessee by the end of the lease term;

2. The lease contains a bargain purchase option;

3. The lease term is equal to 75 percent or more of the estimated economic life of the leased property; and

4. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor.

In addition revenue is recognized at commencement of the lease term. The present value of the lease payments is recognized as a finance receivable. The difference between the gross receivable and the present value of the receivable is recognized as unearned interest in the consolidated statements of operations.

A lease is classified as an operating lease if the lease classification criteria (as described above) are not met. If ASML has offered its customers an operating lease arrangement, the contract consideration is recognized in the consolidated statements of operations on a straight-line basis over the period of the lease.

Warranty

We provide standard warranty coverage on our systems for 12 months and on certain optic parts for 60 months, providing labor and parts necessary to repair systems and optic parts during the warranty period. The estimated warranty costs are accounted for by accruing these costs for each system upon recognition of the system sale. The estimated warranty costs are based on historical product performance and field expenses. Based upon historical service records, we calculate the charge of average service hours and parts per system to determine the estimated warranty costs. On a semi-annual basis, we assess, and update if necessary, our accounting estimates used to calculate the standard warranty reserve based on the latest actual historical warranty costs and expected future warranty costs.

The extended and enhanced (optic) warranty on our system is accounted for as a separate element of multiple element revenue recognition transactions.

Accounting for shipping and handling fees and costs

ASML bills the customer for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales.

Cost of sales

Cost of system sales comprise direct product costs such as materials, labor, cost of warranty, depreciation, shipping and handling costs and related overhead costs. ASML accrues for the estimated cost of the warranty on its systems, which includes the cost of labor and parts necessary to repair systems during the warranty period. The amounts recorded in the accrued warranty reserve are estimated based on actual historical expenses incurred and on estimated probable future expenses related to current sales. Actual warranty costs are charged against the accrued warranty reserve.

Costs of service sales comprise direct service costs such as materials, labor, depreciation and overhead costs.

Cost of field option sales comprise direct product costs such as materials, labor, cost of warranty, depreciation, shipping and handling costs and related overhead costs.

Research and development costs and credits

Costs relating to research and development (“R&D”) are charged to operating expenses as incurred. ASML receives subsidies and other credits from several Dutch and international (inter-)governmental institutes. These subsidies and other governmental credits that cover R&D costs relating to approved projects are recorded as R&D credits in the R&D line in the consolidated statements of operations in the period in which such costs occur.

Share-based payments

The cost of employee services received (compensation expenses) in exchange for awards of equity instruments are recognized based upon the grant-date fair value of stock options and shares. The grant-date fair value of stock options is estimated using a Black-Scholes option valuation model. This Black-Scholes model requires the use of assumptions, 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 an index populated with euro-denominated European government agency bond with AAA ratings, and with a life equal to the expected life of the equity-settled share-based payments. The grant-date fair value of shares is determined based on the closing price of our ordinary shares on NYSE Euronext Amsterdam on the grant-date.

The grant-date fair value of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on our estimate of equity instruments that will eventually vest. At each balance sheet date, we revise our estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the consolidated statements of operations in the period in which the revision is determined, with a corresponding adjustment to shareholders’ equity.

Our current share-based payment plans do not provide for cash settlement of options and stock.

Income taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effect of incurred net operating losses and for tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. If it is more likely than not that the carrying amounts of deferred tax assets will not be realized, a valuation allowance is recorded to reduce the carrying amounts of those assets.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

On January 1, 2007 we adopted the provisions of FIN 48 “Accounting for Uncertainty in Income Taxes” after codification included in ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Contingencies and litigation

We are party to various legal proceedings generally incidental to our business, as disclosed in Note 18. In connection with these proceedings and claims, our management evaluated, based on the relevant facts and legal principles, the likelihood of an unfavorable outcome and whether the amount of the loss could be reasonably estimated. In most cases, management determined that either a loss was not probable or was not reasonably estimable. Significant subjective judgments were required in these evaluations, including judgments regarding the validity of asserted claims and the likely outcome of legal and administrative proceedings. The outcome of these proceedings, however, is subject to a number of factors beyond our control, most notably the uncertainty associated with predicting decisions by courts and administrative agencies. In addition, estimates of the potential costs associated with legal and administrative proceedings frequently cannot be subjected to any sensitivity analysis, as damage estimates or settlement offers by claimants may bear little or no relation to the eventual outcome. Finally, in any particular proceeding, we may agree to settle or to terminate a claim or proceeding in which we believe that it would ultimately prevail where we believe that doing so, when taken together with other relevant commercial considerations, is more cost-effective than engaging in an expensive and protracted litigation, the outcome of which is uncertain.

We accrue for legal costs related to litigation in our consolidated statements of operations at the time when the related legal services are actually provided.

Net income per ordinary share

Basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding for that period. The dilutive effect is calculated using the treasury stock method. Excluded from the diluted weighted average number of shares outstanding calculation are cumulative preference shares contingently issuable to the preference share foundation, since they represent a different class of stock than the ordinary shares. See Note 26 for further discussion.

The basic and diluted net income per ordinary share has been calculated in accordance with the following schedule:

Year ended December 31 (in thousands, except per share data)	2012 EUR	2011 EUR	2010 EUR
Net income	1,146,316	1,466,960	1,021,820
Weighted average number of shares outstanding during the year (after deduction of treasury stock)	424,096	425,618	435,146
Basic net income per ordinary share	2.70	3.45	2.35
Weighted average number of shares:	424,096	425,618	435,146
Plus shares applicable to:
Options and conditional shares1	2,890	3,435	3,828
Dilutive potential ordinary shares	2,890	3,435	3,828
Adjusted weighted average number of shares	426,986	429,053	438,974
Diluted net income per ordinary share 1	2.68	3.42	2.33

1 The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive.

Comprehensive income

Comprehensive income consists of net income (loss) and other comprehensive income.

Other comprehensive income refers to revenues, expenses, gains and losses that are not included in net income (loss), but recorded directly in shareholders’ equity. For the year ending December 31, 2012, comprehensive income consists of net income, unrealized gains and losses on financial instruments, being available-for-sale securities and derivative financial instruments designated for hedge accounting, net of taxes, and unrealized gains and losses on foreign currency translation, net of taxes. For the years ended December 31, 2011 and 2010 comprehensive income consists of net income, unrealized gains and losses on financial instruments, being derivative financial instruments designated for hedge accounting, net of taxes, and unrealized gains and losses on foreign currency translation, net of taxes.

New U.S. GAAP Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220)”. Under the ASU, an entity has the option to present comprehensive income in either one continuous statement or two consecutive financial statements. Under both options, an entity is required to present each component of net income along with total net income, each component of other comprehensive income (“OCI”) along with a total for OCI and a total amount for comprehensive income. The option under current guidance which permits the presentation of components of OCI as part of the statement of changes in shareholders’ equity has been eliminated. In December 2011, the FASB issued ASU 2011-12 which indefinitely defers certain provisions of ASU 2011-05, the main deferred provision relating to a requirement for entities to present reclassification adjustments out of accumulated OCI by component in both the statements in which net income is presented and the statement in which OCI in any period is presented. The ASU is effective for annual and interim periods beginning after December 15, 2011. We have early adopted this standard; adoption had no impact on our consolidated financial statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Under the new guidance, the entities must disclose both gross information and net information about both instruments and transactions eligible for offset on the balance sheet 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 netting arrangement. The new guidance will be effective for us beginning January 1, 2013. Other than requiring some additional disclosures, we do not anticipate material impacts on our consolidated financial statements upon adoption.

In July 2012, the FASB issued ASU No. 2012-02 “Testing Indefinite-Lived Intangible Assets for Impairment”. This ASU amends the guidance in ASC 350-30 on testing indefinite-lived intangible assets, other than goodwill, for impairment. The FASB issued the ASU in response to feedback on ASU 2011-08, which amended the goodwill impairment testing requirements by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step impairment test. The new guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The ASU 2012-02 will not have any effect on our consolidated financial statements.

In October 2012, the FASB issued ASU No. 2014-04 “Technical Corrections and Improvements”. This ASU makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments” to the FASB Accounting Standards Codification (the “Codification”). The new guidance will be effective for fiscal years beginning after December 15, 2012. We do not anticipate material impacts on our consolidated financial statements upon adoption.

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Segment Disclosure (Tables)

12 Months Ended

Dec. 31, 2012

Segment disclosure [Abstract]

Net Sales for new and used systems

Year ended December 31 (in thousands)	2012 EUR		2011 EUR		2010 EUR
New systems		3,620,260		4,780,720		3,704,290
Used systems		181,372		103,193		190,452
Net system sales		3,801,632		4,883,913		3,894,742

Net sales and identifiable assets by geographic region

Year ended December 31 (in thousands)	Net sales EUR		Identifiable assets EUR
2012
Japan		292,309		128,750
Korea		1,276,304		85,022
Singapore		98,554		15,696
Taiwan		1,479,768		138,010
Rest of Asia		197,262		999,392
Europe		256,192		5,412,758
United States		1,131,166		471,739
Total		4,731,555		7,251,367
2011
Japan		405,595		414,264
Korea		1,318,777		56,765
Singapore		436,308		14,179
Taiwan		1,146,601		87,833
Rest of Asia		450,796		817,496
Europe		505,129		5,207,509
United States		1,387,829		508,359
Total		5,651,035		7,106,405
2010
Japan		396,748		345,160
Korea		1,396,028		31,859
Singapore		215,357		17,189
Taiwan		1,380,400		77,125
Rest of Asia		239,914		1,749,879
Europe		203,548		3,382,117
United States		675,943		422,092
Total		4,507,938		6,025,421

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Lines of credit (Details) (EUR €) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Line of Credit Facility [Line Items]
Available credit facility	€ 500.0	€ 500.0
Line of credit (Textual) [Abstract]
Revolving credit facility maturity year	2015
Minimum committed capital to net total assets ratio to be maintained Under Credit Facility	40.00%
Committed capital to net assets ratio under Credit facility	85.80%	87.70%
Credit Facility [Member]
Line of Credit Facility [Line Items]
Available credit facility	500.0
Interest rate description	will bear interest at EURIBOR or LIBOR plus a margin that depends on our liquidity position
Amount outstanding under credit facility	€ 0	€ 0

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Board of Management and Supervisory Board Remuneration (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
E. Meurice [Member]
Remuneration of the individual members of the Board of Management
Base Salary	€ 818,000		€ 787,000		€ 757,000
STI (Cash)	613,500	[1]	586,709	[1]	566,236	[1]
Option awards		[2]			42,648	[2]
LTI (Share awards)	2,079,601	[3],[4]	1,413,218	[3],[5]	935,617	[3],[6]
Total	3,511,101	[7]	2,786,927	[7]	2,301,501	[7]
Pension cost	167,427	[8]	140,113	[8]	136,697	[8]
Compensation pension premium		[9]	88,050	[9]
Other benefits and expense reimbursement	127,116	[10]	136,765	[10]	132,630	[10]
P.T.F.M. Wennink [Member]
Remuneration of the individual members of the Board of Management
Base Salary	508,000		488,000		469,000
STI (Cash)	304,800	[1]	291,043	[1]	280,650	[1]
Option awards		[2]			26,401	[2]
LTI (Share awards)	1,289,415	[3],[4]	875,493	[3],[5]	579,321	[3],[6]
Total	2,102,215	[7]	1,654,536	[7]	1,355,372	[7]
Pension cost	79,190	[8]	85,994	[8]	84,229	[8]
Compensation pension premium		[9]	94,455	[9]
Other benefits and expense reimbursement	46,275	[10]	44,669	[10]	43,627	[10]
M.A. van den Brink [Member]
Remuneration of the individual members of the Board of Management
Base Salary	538,000		517,000		497,000
STI (Cash)	322,800	[1]	308,339	[1]	297,405	[1]
Option awards		[2]			28,025	[2]
LTI (Share awards)	1,366,039	[3],[4]	927,912	[3],[5]	617,004	[3],[6]
Total	2,226,839	[7]	1,753,251	[7]	1,439,434	[7]
Pension cost	83,990	[8]	91,243	[8]	90,388	[8]
Compensation pension premium		[9]	181,826	[9]
Other benefits and expense reimbursement	47,540	[10]	45,502	[10]	44,817	[10]
F.J. van Hout [Member]
Remuneration of the individual members of the Board of Management
Base Salary	445,000		428,000		412,000
STI (Cash)	267,000	[1]	255,259	[1]	246,541	[1]
Option awards		[2]			23,209	[2]
LTI (Share awards)	1,131,676	[3],[4]	832,201	[3]	471,700	[3]
Total	1,843,676	[7]	1,515,460	[7]	1,153,450	[7]
Pension cost	69,110	[8]	75,134	[8]	65,300	[8]
Compensation pension premium		[9]	9,735	[9]
Other benefits and expense reimbursement	37,313	[10]	35,190	[10]	34,549	[10]
F.J.M. Schneider Maunoury [Member]
Remuneration of the individual members of the Board of Management
Base Salary	433,000		416,000		400,000
STI (Cash)	259,800	[1]	248,102	[1]	239,360	[1]
Option awards		[2]
LTI (Share awards)	1,144,137	[3]	676,945	[3]	326,947	[3]
Total	1,836,937	[7]	1,341,047	[7]	966,307	[7]
Pension cost	67,190	[8]	56,475	[8]	55,011	[8]
Compensation pension premium		[9]	4,290	[9]
Other benefits and expense reimbursement	€ 28,889	[10]	€ 28,313	[10]	€ 34,788	[10]

[1] Actual short-term incentives ("STI") (cash) chargeable to us in the financial year (i.e. STI relating to performance in the current year but paid out in the next financial year).

[2] The remuneration reported as part of the option awards is based on costs incurred under U.S. GAAP. The costs of the option awards are based on the actual vested number of option awards multiplied by the fair value of the option awards at grant date and are recorded in the consolidated statements of operations on a straight line basis over the vesting period. The use of performance stock options in the short term incentive plan was withdrawn as of 2010. The last performance option awards were granted in 2009 and became unconditional in 2010.

[3] The remuneration reported as part of the long-term incentives ("LTI") (share awards) is based on costs incurred under U.S. GAAP. The costs of share awards are charged to the consolidated statements of operations over the 3 year vesting period based on the maximum achievable number of share awards. Therefore the costs for e.g. the financial year 2012 include costs of the Board of Management's performance share plan 2012, 2011 and 2010. Furthermore, the difference between the amount based on the maximum achievable number of share awards and the amount based on the actual number of share awards that vest, is released to the consolidated statements of operations in the financial year in which the share awards vest.

[4] The remuneration reported as part of the LTI (share awards) for the year 2012 includes an adjustment for the Board of Management performance share plan 2009 based on the actual number of share awards vested in 2012. The adjustment for Mr. Meurice, Mr. Wennink, Mr. van den Brink and Mr. van Hout amounts to EUR -106,266, EUR -65,785, EUR -69,831 and EUR -57,838, respectively.

[5] The remuneration reported as part of the LTI (share awards) for the year 2011 includes an adjustment for the Board of Management performance share plan 2008 based on the actual number of share awards vested in 2011. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to EUR -148,040, EUR -91,645 and EUR -97,281, respectively.

[6] The remuneration reported as part of the LTI (share awards) for the year 2010 includes an adjustment for the Board of Management performance share plan 2007 based on the actual number of share awards vested in 2010. The adjustment for Mr. Meurice, Mr. Wennink and Mr. van den Brink amounts to EUR -296,287, EUR -183,612 and EUR -191,972, respectively.

[7] This total reflects base salary, STI (cash), option awards and LTI (share awards).

[8] The pension arrangement has been adjusted upwards to match common market practice as from 2010. Furthermore, since the pension arrangement for members of the Board of Management is a defined contribution plan, we do not have additional pension obligations beyond the annual premium contribution. As per 2010, the employee contribution to the pension plan is 4.0 percent of the pension base.

[9] In 2011, compensation was paid to the Board of Management regarding the risk premium for spouse/orphan pensions, to align the Board of Management pension arrangement with senior management. This concerned a reimbursement for risk premiums that were erroneously paid by the participants in the past.

[10] Other benefits and expense reimbursement are gross amounts and may include housing costs, company car costs, travel expenses, social security costs, health and disability insurance costs and representation allowances.

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Inventories (Details) (EUR €)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Inventories
Raw materials	€ 307,315,000	€ 258,712,000
Work-in-process	1,074,042,000	1,026,872,000
Finished products	742,979,000	532,556,000
Inventories, gross	2,124,336,000	1,818,140,000
Allowance for obsolescence and /or lower market values	(267,366,000)	(193,513,000)	(189,235,000)
Inventories, net	1,856,970,000	1,624,627,000
Allowance for obsolescence and /or lower market values
Beginning balance	(193,513,000)	(189,235,000)
Addition for the year	130,911,000	60,300,000	55,691,000
Effect of changes in exchange rates	1,009,000	(883,000)
Utilization of the provision	56,049,000	56,905,000
Allowance for obsolescence and /or lower market values	(267,366,000)	(193,513,000)	(189,235,000)
Inventories (Textual) [Abstract]
Addition obsolete inventory allowance	130,911,000	60,300,000	55,691,000
Profit on sale of inventories previously written down	2,300,000	4,500,000
Write downs to lower of cost or market value	43,500,000	17,000,000
Cost of Sales [Member]
Allowance for obsolescence and /or lower market values
Addition for the year	125,200,000	60,000,000
Inventories (Textual) [Abstract]
Addition obsolete inventory allowance	125,200,000	60,000,000
Research and Development Costs [Member]
Allowance for obsolescence and /or lower market values
Addition for the year	5,700,000	300,000
Inventories (Textual) [Abstract]
Addition obsolete inventory allowance	€ 5,700,000	€ 300,000

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Legal contingencies

12 Months Ended

Dec. 31, 2012

Commitments, contingencies and guarantees/Legal contingencies [Abstract]

Legal contingencies

18. Legal contingencies

ASML is party to various legal proceedings generally incidental to our business. ASML also faces exposures from other actual or potential claims and legal proceedings. In addition, ASML customers may be subject to claims of infringement from third parties alleging that the ASML equipment used by those customers in the manufacture of semiconductor products, and/or the methods relating to use of the ASML equipment, infringes one or more patents issued to those third parties. If these claims were successful, ASML could be required to indemnify such customers for some or all of any losses incurred or damages assessed against them as a result of that infringement.

We accrue for legal costs related to litigation in our statement of operations at the time when the related legal services are actually provided to ASML. In 2012, no estimated losses were recorded as a charge to our consolidated statements of operations (2011: no estimated losses were recorded and 2010: EUR 1.5 million losses were recorded).

From late 2001 through 2004, we were party to a series of civil litigations and administrative proceedings in which Nikon alleged ASML’s infringement of Nikon patents relating to lithography. ASML in turn filed claims against Nikon. Pursuant to agreements executed on December 10, 2004, ASML, Zeiss and Nikon agreed to settle all pending worldwide patent litigation between the companies. The settlement included an exchange of releases, a patent Cross-License agreement related to lithography equipment used to manufacture semiconductor devices (the “Nikon Cross-License Agreement”) and payments to Nikon by ASML and Zeiss. In connection with the settlement, ASML and Zeiss made settlement payments to Nikon from 2004 to 2007. The license period for certain patents subject to the Nikon Cross-License Agreement, which were not perpetually licensed, ended on December 31, 2009. Pursuant to the terms of the Nikon Cross-License Agreement, the parties have agreed, from January 1, 2010 to December 31, 2014 (the “Cross-License Transition Period”), not to bring suit for claims related to infringement of those patents or for claims related to infringement of patents issued during the Cross-License Transition Period. However, beginning on January 1, 2015, the parties may bring suit for infringement of patents subject to the Nikon Cross-License Agreement, including any infringement that occurred during the Cross-License Transition Period. Damages related to claims for patent infringement occurring during the Cross-License Transition Period are limited to three percent of the net sales price of products utilizing patents that are valid and enforceable.

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Customer Co-Investment Program (Details) (EUR €)	1 Months Ended	12 Months Ended			12 Months Ended					1 Months Ended							12 Months Ended
	Jul. 09, 2012 Project	Dec. 31, 2012		Jul. 06, 2012	Dec. 31, 2012 Share Premium		Dec. 31, 2012 Participating Customers [Member]	Dec. 31, 2012 Intel [Member] Agreements	Jul. 09, 2012 Intel [Member]	Jul. 09, 2012 Foundation Administration Office MAKTSJAB [Member]	Aug. 05, 2012 Foundation TSMC [Member]	Aug. 27, 2012 Foundation Samsung [Member]	Jul. 09, 2012 Intel 450 MM NRE Funding Agreement [Member]	Jul. 09, 2012 Intel EUV NRE Funding Agreement [Member]	Aug. 05, 2012 TSMC NRE Funding Agreement [Member]	Aug. 27, 2012 Samsung NRE Funding Agreement [Member]	Dec. 31, 2012 Samsung [Member]	Dec. 31, 2012 TSMC [Member]
Related Party Transaction [Line Items]
Investment in ordinary shares as percentage of issued share capital							23.00%			15.00%	5.00%	3.00%
Equity participation, amount								€ 2,513,000,000									€ 503,000,000	€ 838,000,000
Percentage of acquisition of outstanding share capital Maximum								19.90%
Permission to acquire outstanding shares								4.99%
Additional Percentage of Outstanding shares acquired that should be held by the Intel Foundation								4.99%
Percentage of outstanding share capital							5.00%	2.00%									1.00%	1.00%
Percentage of transfer of shares								4.00%									1.50%	2.50%
Fund for R&D project								829,000,000	829,000,000				553,000,000	276,000,000	277,000,000	276,000,000
Period of acquisition of shares								18 months
Transfer of ordinary shares restriction period								2 years 6 months
Percentage of votes in General Meeting								50.00%
Number of funding agreements entered								2
Fair value based on quoted share prices		3,977,368,000			3,968,677,000
Customer Co-Investment Program (Textual) [Abstract]
Contribution of participating customers	1,380,000,000
Number of funding projects in Customer Co-Investment Program	2
Shares issued under customer co-investment program		3,853,900,000
Selling price of shares included in the customer co-investment program		€ 39.91		€ 39.91						€ 39.91
Suspension event voting restrictions percentage of issued share capital		25.00%
Repurchase of shares, percentage		25.00%
Percentage of acquisition of outstanding share capital Minimum		20.00%
The difference between the fair value of share and the subscription price		€ (123,416,000)	[1]		€ (123,416,000)	[1]
Termination period of NRE funding agreement		Dec. 31, 2017

[1] The difference between the fair value of the shares and the subscription price of the shares issued to the participating customers in the Customer Co- Investment Program.

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Property, plant and equipment (Details) (EUR €)	12 Months Ended																							12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Variable Interest Entity [Member]	Dec. 31, 2011 Variable Interest Entity [Member]	Dec. 31, 2003 Variable Interest Entity [Member] Shareholder	Dec. 31, 2012 Research and Development Expense [Member]	Dec. 31, 2011 Research and Development Expense [Member]	Dec. 31, 2010 Research and Development Expense [Member]	Dec. 31, 2012 Selling General and Administrative Expenses [Member]	Dec. 31, 2011 Selling General and Administrative Expenses [Member]	Dec. 31, 2010 Selling General and Administrative Expenses [Member]	Dec. 31, 2012 Cost of Sales [Member]	Dec. 31, 2011 Cost of Sales [Member]	Dec. 31, 2010 Cost of Sales [Member]	Dec. 31, 2011 Machinery and Equipment Furniture Fixtures and Other Equipment [Member]	Dec. 31, 2012 Land, buildings and constructions [Member]	Dec. 31, 2011 Land, buildings and constructions [Member]	Dec. 31, 2010 Land, buildings and constructions [Member]	Dec. 31, 2012 Machinery and equipment [Member]	Dec. 31, 2011 Machinery and equipment [Member]	Dec. 31, 2012 Machinery and equipment [Member] Property Subject to Evaluation and Operating Lease [Member]	Dec. 31, 2011 Machinery and equipment [Member] Property Subject to Evaluation and Operating Lease [Member]	Dec. 31, 2012 Leasehold improvements [Member]	Dec. 31, 2011 Leasehold improvements [Member]	Dec. 31, 2012 Furniture fixtures and other equipment [Member]	Dec. 31, 2011 Furniture fixtures and other equipment [Member]
Cost
Beginning Balance	€ 2,057,803,000	€ 1,637,987,000															€ 742,141,000	€ 526,855,000		€ 764,023,000	€ 609,253,000			€ 206,660,000	€ 185,635,000	€ 344,979,000	€ 316,244,000
Additions	386,295,000	619,103,000															106,234,000	213,513,000		248,429,000	355,358,000			8,883,000	20,918,000	22,749,000	29,314,000
Disposals	(348,563,000)	(214,121,000)															(347,000)			(317,022,000)	(212,286,000)			(300,000)	(216,000)	(30,894,000)	(1,619,000)
Effect of changes in exchange rates	(6,116,000)	14,834,000															(995,000)	1,773,000		(4,671,000)	11,698,000			(391,000)	323,000	(59,000)	1,040,000
Ending Balance	2,089,419,000	2,057,803,000	1,637,987,000														847,033,000	742,141,000	526,855,000	690,759,000	764,023,000			214,852,000	206,660,000	336,775,000	344,979,000
Accumulated depreciation and impairment
Beginning Balance	1,004,193,000	892,656,000															155,877,000	127,509,000		401,800,000	358,026,000			145,775,000	129,741,000	300,741,000	277,380,000
Depreciation	179,253,000	158,033,000	144,600,000				15,300,000	24,900,000	16,700,000	16,300,000	15,400,000	19,200,000	147,700,000	117,700,000	108,700,000		31,598,000	27,362,000		110,571,000	99,968,000			13,416,000	13,128,000	23,668,000	17,575,000
Impairment charges	3,234,000	12,272,000	8,600,000				500,000	3,500,000	700,000	1,700,000	2,600,000	600,000	1,000,000	6,200,000	7,300,000	9,500,000	649,000		6,700,000	906,000	3,508,000				2,789,000	1,679,000	5,975,000
Disposals	(123,375,000)	(65,446,000)															(347,000)			(92,205,000)	(64,417,000)			(248,000)	(41,000)	(30,575,000)	(988,000)
Effect of changes in exchange rates	(3,809,000)	6,678,000															(505,000)	1,006,000		(3,090,000)	4,715,000			(165,000)	158,000	(49,000)	799,000
Ending Balance	1,059,496,000	1,004,193,000	892,656,000														187,272,000	155,877,000	127,509,000	417,982,000	401,800,000			158,778,000	145,775,000	295,464,000	300,741,000
Carrying amount
Carrying amount	1,029,923,000	1,053,610,000															659,761,000	586,264,000		272,777,000	362,223,000	82,200,000	201,400,000	56,074,000	60,885,000	41,311,000	44,238,000
Property, plant and equipment (Textual) [Abstract]
Assets under construction in carrying amount																	5,500,000	165,000,000		21,800,000	16,600,000			1,000,000	1,300,000	9,300,000	8,000,000
Land	60,700,000	51,100,000
Additions related to non-cash transfers from inventory	204,800,000	300,500,000	214,100,000
Other non cash movements	9,600,000	17,700,000
Disposal related to non-cash transfers to inventory	222,900,000	145,300,000	110,400,000
Impairment charges	3,234,000	12,272,000	8,600,000				500,000	3,500,000	700,000	1,700,000	2,600,000	600,000	1,000,000	6,200,000	7,300,000	9,500,000	649,000		6,700,000	906,000	3,508,000				2,789,000	1,679,000	5,975,000
Depreciation	179,253,000	158,033,000	144,600,000				15,300,000	24,900,000	16,700,000	16,300,000	15,400,000	19,200,000	147,700,000	117,700,000	108,700,000		31,598,000	27,362,000		110,571,000	99,968,000			13,416,000	13,128,000	23,668,000	17,575,000
Estimated fair value of assets, value used to determine amount of impairment charge	100,000															1,900,000			400,000							100,000
Carrying amount	1,029,923,000	1,053,610,000															659,761,000	586,264,000		272,777,000	362,223,000	82,200,000	201,400,000	56,074,000	60,885,000	41,311,000	44,238,000
Lease period of property relating to the variable interest entity						15 years
Lessor's shareholders equity relating to the variable interest entity						1,900,000
Loans per shareholder relating to the variable interest entity						11,600,000
Loan from bank relating to the variable interest entity						12,300,000
Subordinated loan by ASML to parent of the lessor relating to the variable interest entity						5,400,000
Exercise price of purchase option relating to the variable interest entity at end of lease						24,500,000
Expiration date of purchase option relating to the variable interest entity						2018
Total assets of the lessor relating to the variable interest entity at inception of the lease						54.5
Use of buildings relating to the variable interest entity						15 years
VIE carrying amount				32.4	33.8
Number of shareholders that have granted a loan relating to the variable interest entity						3
Total amount of granted loan relating to the variable interest entity						€ 47,100,000

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Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions

29. Related Party Transactions

Consistent with our corporate responsibilities to our surrounding community and together with several other companies in the region, in prior year ASML entered into a loan agreement with a local sports club PSV N.V.; pursuant to which ASML provided PSV N.V., as of August 1, 2011, a 14 year, interest free, subordinated loan of EUR 5.0 million. As of June 30, 2012 the chairman of the Supervisory Board of ASML, Mr. Arthur van der Poel and Chief Financial Officer of ASML, Mr. Peter Wennink resigned as members of the Supervisory Board of PSV N.V., therefore the loan agreement with PSV N.V. is concluded to no longer classify as a related party transaction from that date onwards.

On July 9, 2012, we announced our Customer Co-Investment Program to accelerate our development of EUV technology beyond the current generation and our development of future 450mm silicon wafer technology. One of the participating customers, Intel, agreed to fund EUR 829 million for our R&D projects. In addition Intel also agreed to invest in ordinary shares equal to 15 percent of our issued share capital. Due to the equity investment, Intel is considered a related party of ASML as of July 9, 2012.

We have entered into various agreements with Intel and have recognized sales and incurred costs of systems, services and field options provided by ASML since the date that Intel became a related party. We believe that all such transactions have been entered into in the ordinary course of business, with the exception of certain terms included in the agreements entered into as part of the Customer Co-Investment Program:

• Investment Agreement: Pursuant to the Intel Investment Agreement, ASML agreed to issue to Intel Stichting ordinary shares equal to 15 percent of the issued ordinary shares which the Intel Stichting then issued to Intel a corresponding number of depositary receipts representing these shares. The subscription price for the ordinary shares under the investment agreement was EUR 39.91 per ordinary share, which is the average of the volume weighted average price of the ordinary shares on Euronext for the twenty trading days up to and including July 6, 2012. Under the investment agreement, ASML has agreed to indemnify Intel and its affiliates for certain losses and expenses related to breaches of representations, warranties, covenants and agreements in the investment agreement and with respect to certain legal proceedings related thereto, subject to certain limitations.

• Shareholder Agreement: In connection with the issuance of the ordinary shares to the Intel Stichting, Intel and its relevant subsidiaries, the Intel Stichting and ASML have entered into the shareholder agreement, which governs certain matters relating to the holding and disposing of and further investments in ordinary shares by Intel, directly and indirectly through the Intel Stichting.

• NRE Funding Agreement: On July 9, 2012, ASML and Intel entered into the Intel NRE Funding Agreement pursuant to which Intel has agreed to provide funding for certain of ASML’s R&D costs and project expenditures. One agreement relates to the development of 450mm lithography equipment (the “Intel 450mm NRE Funding Agreement”) and the other relates to the development of EUV lithography equipment (the “Intel EUV NRE Funding Agreement”). Intel has committed to provide funding in an aggregate amount of EUR 553 million under the Intel 450mm NRE Funding Agreement and funding in an aggregate amount of EUR 276 million under the Intel EUV NRE Funding Agreement, payable over the term of the relevant agreement (2013-2017). ASML will retain sole control over the development of 450mm photo lithography equipment and EUV platforms and will own all intellectual property created by ASML in connection therewith. The Intel NRE Funding Agreements provide that if ASML, in its reasonable discretion, determines to abandon either the 450mm or EUV development project, as a result of technical infeasibility or lack of sufficient industry demand, or if the then remaining funding exceeds the expenditure estimate for the development project (450mm or EUV) then the parties may agree on an alternative development project if no alternative is agreed, ASML may invoice Intel for the remaining due portion of committed funding during each year of the remaining funding period in which ASML’s actual gross R&D expenditures exceed a minimum threshold specified in the relevant agreement. The NRE funding agreements will terminate on December 31, 2017 or upon pre-payment by Intel of the aggregate amount of funding owed under the relevant funding agreement.

• Commercial Agreement: On July 9, 2012, ASML and Intel entered into the Commercial Agreement, pursuant to which ASML and Intel established a contractual framework for Intel to purchase equipment related to the 450mm and next-generation EUV lithography equipment. Under this agreement, Intel has committed to purchase specified numbers of 450mm and EUV tools. The agreement sets forth pricing terms for the tools as well as milestones related to product deliveries, and provides for certain commercial discounts in the form of credits in exchange for Intel’s early purchase commitments and volume purchase commitments and for specified additional credits in the event that certain schedules are not met. In addition, subject to certain conditions, ASML has agreed to install sufficient capacity to meet Intel’s forecasted 450mm lithography equipment needs through 2022.

The total net sales to Intel (and its affiliates) for the period from July 9, 2012 to December 31, 2012 amounted to EUR 301.7 million whereas the outstanding balances as of December 31, 2012 amount to EUR 65.0 million.

Except for the above, there have been no transactions during our most recent fiscal year, and there are currently no transactions, between ASML or any of its subsidiaries, and any other significant shareholder and any director or officer or any relative or spouse thereof other than ordinary course compensation arrangements. During our most recent fiscal year, there has been no, and at present there is no, outstanding indebtedness to ASML owed or owing by any director or officer of ASML or any associate thereof, other than the virtual financing arrangement with respect to shares and stock options as described under Note 17. All amounts due to ASML under the virtual financing arrangement were repaid during 2012.

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Property, plant and equipment

12 Months Ended

Dec. 31, 2012

Property, plant and equipment [Abstract]

Property, plant and equipment

11. Property, plant and equipment

Property, plant and equipment consist of the following:

(in thousands)	Land,   buildings and   constructions EUR		Machinery and     equipment EUR		Leasehold   improvements EUR		Furniture, fixtures and other   equipment EUR		Total EUR
Cost
Balance, January 1, 2011		526,855		609,253		185,635		316,244		1,637,987
Additions		213,513		355,358		20,918		29,314		619,103
Disposals		-		(212,286)		(216)		(1,619)		(214,121)
Effect of changes in exchange rates		1,773		11,698		323		1,040		14,834
Balance, December 31, 2011		742,141		764,023		206,660		344,979		2,057,803
Additions		106,234		248,429		8,883		22,749		386,295
Disposals		(347)		(317,022)		(300)		(30,894)		(348,563)
Effect of changes in exchange rates		(995)		(4,671)		(391)		(59)		(6,116)
Balance, December 31, 2012		847,033		690,759		214,852		336,775		2,089,419
Accumulated depreciation and impairment
Balance, January 1, 2011		127,509		358,026		129,741		277,380		892,656
Depreciation		27,362		99,968		13,128		17,575		158,033
Impairment charges		-		3,508		2,789		5,975		12,272
Disposals		-		(64,417)		(41)		(988)		(65,446)
Effect of changes in exchange rates		1,006		4,715		158		799		6,678
Balance, December 31, 2011		155,877		401,800		145,775		300,741		1,004,193
Depreciation		31,598		110,571		13,416		23,668		179,253
Impairment charges		649		906		-		1,679		3,234
Disposals		(347)		(92,205)		(248)		(30,575)		(123,375)
Effect of changes in exchange rates		(505)		(3,090)		(165)		(49)		(3,809)
Balance, December 31, 2012		187,272		417,982		158,778		295,464		1,059,496
Carrying amount
December 31, 2011		586,264		362,223		60,885		44,238		1,053,610
December 31, 2012		659,761		272,777		56,074		41,311		1,029,923

As of December 31, 2012, the carrying amount includes assets under construction for land, buildings and constructions of EUR 5.5 million (2011: EUR 165.0 million), machinery and equipment of EUR 21.8 million (2011: EUR 16.6 million), leasehold improvements of EUR 1.0 million (2011: EUR 1.3 million) and furniture, fixtures and other equipment of EUR 9.3 million (2011: EUR 8.0 million). As of December 31, 2012, the carrying amount of land amounts to EUR 60.7 million (2011: EUR 51.1 million).

The majority of the additions and disposals in 2012 and 2011 relate to machinery and equipment (including operating leases to customers, prototypes, evaluation and training systems). These systems are similar to those that ASML sells in its ordinary course of business. The systems are capitalized under property, plant and equipment because they are held for own use, for rental and for evaluation purposes. These systems are recorded at cost and depreciated over their expected useful life. From the time that these assets are no longer held by use but intended for sale in the ordinary course of business, they are reclassified from property, plant and equipment to inventory at the lower of their carrying value or fair market value. Since the transfers between inventory and property, plant and equipment are non-cash events, these are not reflected in the consolidated statements of cash flows. An amount of EUR 204.8 million (2011: EUR 300.5 million) of the additions relates to non-cash transfers from inventory and an amount of EUR 9.6 million (2011: EUR 17.7 million) relates to other non-cash movements (mainly investments not yet paid). An amount of EUR 222.9 million (2011: EUR 145.3 million) of the disposals relates to non-cash transfers to inventory. When sold, the proceeds and cost of these systems are recorded as net sales and cost of sales, respectively, identical to the treatment of other sales transactions. The cost of sales for these systems includes the inventory value and the additional costs of refurbishing (materials and labor).

The impairment charges recorded in 2012 mainly related to furniture, fixture and other equipment (EUR 1.7 million). We recorded impairment charges with respect to software which are ceased to be used. The impairment charges were determined based on the difference between the assets’ estimated fair value (being EUR 0.1 million) and their carrying amount.

The impairment charges recorded in 2011 mainly related to machinery and equipment and furniture, fixture and other equipment (EUR 9.5 million). We recorded impairment charges with respect to technical equipment and software which are ceased to be used. The impairment charges were determined based on the difference between the assets’ estimated fair value (being EUR 1.9 million) and their carrying amount.

The impairment charges recorded in 2010 mainly related to buildings and constructions (EUR 6.7 million). We recorded impairment charges with respect to several technical infrastructure items which are ceased to be used due to technical changes relating to NXE (EUV) development. The impairment charges were determined based on the difference between the assets’ estimated fair value (being EUR 0.4 million) and their carrying amount.

In determining the fair value of an asset, we make estimates about future cash flows. These estimates are based on our financial plan, updated with the latest available projections of the semiconductor market conditions and our sales and cost expectations, which is consistent with what ASML uses to manage its business.

As of December 31, 2012, the carrying amount of machinery and equipment includes an amount of EUR 82.2 million with respect to evaluation and operating lease systems (2011: EUR 201.4 million).

During 2012, we recorded impairment charges of EUR 3.2 million (2011: EUR 12.3 million; 2010: EUR 8.6 million) of which we recorded EUR 1.0 million (2011: EUR 6.2 million; 2010: EUR 7.3 million) in cost of sales, EUR 0.5 million (2011: EUR 3.5 million; 2010: EUR 0.7 million) in R&D costs and EUR 1.7 million (2011: EUR 2.6 million; 2010: EUR 0.6 million) in SG&A costs.

During 2012, we recorded depreciation charges of EUR 179.3 million (2011: EUR 158.0 million; 2010: EUR 144.6 million) of which we recorded EUR 147.7 million (2011: EUR 117.7 million; 2010: EUR 108.7 million) in cost of sales, EUR 15.3 million (2011 EUR 24.9 million; 2010: EUR 16.7 million) in R&D costs and EUR 16.3 million (2011: EUR 15.4 million; 2010: EUR 19.2 million) in SG&A costs.

Variable Interest Entity

The carrying amount of land, buildings and constructions includes an amount of EUR 32.4 million (2011: EUR 33.8 million) relating to our headquarters in Veldhoven, the Netherlands, which is owned by Koppelenweg II B.V., a “VIE”.

As of 2003, we are leasing the Veldhoven headquarters for a period of 15 years (from 2003) from an entity (“lessor”) that was incorporated by a syndicate of three banks (“VIE shareholders”) solely for the purpose of leasing this building. The lessor’s shareholders’ equity amounts to EUR 1.9 million and has not changed since 2003.

The VIE shareholders each granted a loan of EUR 11.6 million and a fourth bank granted a loan of EUR 12.3 million (EUR 47.1 million in total) to the parent of the lessor. ASML provided the parent of the lessor with a subordinated loan of EUR 5.4 million and has a purchase option that is exercisable either at the end of the lease in 2018, at a price of EUR 24.5 million, or during the lease at a price equal to the book value of the assets. The total assets of the lessor entity amounted to EUR 54.5 million at inception of the lease. The entity is determined to be a VIE because the equity investors do not have sufficient equity at risk for the legal entity to finance its activities without sufficient additional subordinated support.

The primary purpose for which the VIE was created was to provide ASML with use of the building for 15 years, where ASML does not retain substantially all the risks and rewards from changes in value of the building. The main activities of the entity are to rent, re-market and ultimately sell the building that is owned by the VIE. The economic performance of the VIE is most significantly impacted by the ability of the lessee (ASML) to exercise the purchase option at any time during the lease term, and thus we could potentially benefit from increases in the fair value of the building.

While the debt holders have a variable interest, and may absorb losses, and the equity holders have a variable interest and may receive benefits, they do not have the power to direct activities that most significantly impact the entity’s economic performance and therefore, cannot be the primary beneficiary. Through the pre-determined price of the call option ASML has the power over the VIE, therefore only ASML meets both the power and losses/benefit criterion and consolidates the VIE.

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Income taxes (Details 6) (EUR €) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Deferred tax position
Deferred tax assets - current	€ 103,695	€ 120,720
Deferred tax assets - non-current	39,443	38,735
Total deferred tax assets	143,138	159,455	205,437
Deferred tax liabilities - current	(271)	(214)
Deferred tax liabilities - non-current	(28,340)	(21,295)
Total deferred tax liabilities	(28,611)	(21,509)	(11,850)
Total	€ 114,527	€ 137,946	€ 193,587