##### Table of Contents



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,
    2009
  Commission file number 025566
  ASML HOLDING N.V.
   THE NETHERLANDS
   DE RUN 6501
 5504 DR VELDHOVEN
 THE NETHERLANDS
   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
 E-mail,
    Title of each class

Name of each exchange on which registeredOrdinary Shares

The NASDAQ Stock Market LLC(nominal value EUR 0.09 per share)              433,638,976 Ordinary Shares
 (nominal value EUR 0.09 per share)
   ü
    ü
     ü
  Regulation S-T
  ü
   Rule 12b-2
 ü
    ü
       Rule 12b-2
 ü
     Richard A. Ely
 Skadden, Arps, Slate, Meagher & Flom (UK) LLP
 40 Bank Street, Canary Wharf
 London E14 5DS England
  ASML ANNUAL REPORT 2009




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##### Table of Contents



Contents
    
 Part
    I01

Item 1 Identity of
    Directors, Senior Management and Advisors01

Item 2 Offer Statistics and
    Expected Timetable01

Item 3 Key
    InformationA.

Selected Financial DataB.

Capitalization and IndebtednessC.

Reasons for the Offer and Use of ProceedsD.

Risk Factors09

Item 4 Information on the
    CompanyA.

History and Development of the CompanyB.

Business OverviewC.

Organizational StructureD.

Property, Plant and Equipment16

Item 4A Unresolved Staff
    Comments16

Item 5 Operating and
    Financial Review and ProspectsA.

Operating ResultsB.

Liquidity and Capital ResourcesC.

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

Trend InformationE.

Off-Balance Sheet ArrangementsF.

Tabular Disclosure of Contractual ObligationsG.

Safe Harbor36

Item 6 Directors,
    Senior Management and EmployeesA.

Directors and Senior ManagementB.

CompensationC.

Board PracticesD.

EmployeesE.

Share Ownership43

Item 7 Major Shareholders
    and Related Party TransactionsA.

Major ShareholdersB.

Related Party TransactionsC.

Interests of Experts & Counsel45

Item 8 Financial
    InformationA.

Consolidated Statements and Other Financial InformationB.

Significant Changes  ASML ANNUAL REPORT 2009




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45

Item 9 The Offer and
    ListingA.

Offer and Listing DetailsB.

Plan of DistributionC.

MarketsD.

Selling ShareholdersE.

DilutionF.

Expenses of the Issue47

Item 10 Additional
    InformationA.

Share CapitalB.

Memorandum and Articles of AssociationC.

Material ContractsD.

Exchange ControlsE.

TaxationF.

Dividends and Paying AgentsG.

Statement by ExpertsH.

Documents on DisplayI.

Subsidiary Information52

Item 11 Quantitative and
    Qualitative Disclosures About Market Risk55

Item 12 Description of
    Securities Other Than Equity SecuritiesPart II56

Item 13 Defaults, Dividend
    Arrearages and Delinquencies56

Item 14 Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds56

Item 15 Controls and
    Procedures56

Item 16A.

Audit Committee Financial ExpertB.

Code of EthicsC.

Principal Accountant Fees and ServicesD.

Exemptions from the Listing Standards for Audit CommitteesE.

Purchases of Equity Securities by the Issuer and Affiliated
    PurchasersF.

Change in Registrants Certifying AccountantG.

Corporate GovernancePart III60

Item 17 Financial
    Statements60

Item 18 Financial
    Statements60

Item 19
    ExhibitsEX-8.1EX-12.1EX-13.1EX-15.1     ASML ANNUAL REPORT 2009




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ASML ANNUAL REPORT 2009




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Part I   Special Note
    Regarding Forward-Looking Statements
 Form 20-F and/or
   Form 20-F.
 Item 1
    Identity of Directors, Senior Management and Advisors    Item 2 Offer
    Statistics and Expected Timetable    Item 3 Key
    Information  A. Selected
    Financial Data   ASML ANNUAL REPORT 2009
 1




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Five-Year
    Financial Summary
 Year ended December 31


2005



2006
1


2007
1


2008



2009(in thousands, except per share data)


EUR



EUR



EUR



EUR



EURConsolidated statements of operations dataNet sales


2,528,967



3,581,776



3,768,185



2,953,678



1,596,063Cost of sales


1,554,772



2,127,797



2,218,526



1,938,164



1,137,671Gross profit on sales


974,195



1,453,979



1,549,659



1,015,514



458,392Research and development
    costs2


323,874



386,567



486,141



516,128



466,761Amortization of in-process research and development costs










23,148







Selling, general and administrative costs


201,204



204,799



225,668



212,341



156,644Income (loss) from operations


449,117



862,613



814,702



287,045



(165,013
)Interest income (expense), net


(14,094
)


(854
)


33,451



22,599



(6,537
)Income (loss) from operations before income taxes


435,023



861,759



848,153



309,644



(171,550
)(Provision for) benefit from income taxes


(123,559
)


(243,211
)


(177,152
)


12,726



20,625Net income (loss)


311,464



618,548



671,001



322,370



(150,925
)Earnings per share dataBasic net income (loss) from continuing operations per ordinary
    share


0.64



1.30



1.45



0.75



(0.35
)Basic net income (loss) per ordinary share


0.64



1.30



1.45



0.75



(0.35
)Diluted net income (loss) per ordinary
    share3


0.64



1.26



1.41



0.74



(0.35
)Number of ordinary shares used in 
    computing per share amounts (in thousands)Basic


484,103



474,860



462,406



431,620



432,615Diluted


542,979



503,983



485,643



434,205



432,615   1
    As of January 1, 2008, ASML
    accounts for award credits offered to its customers as part of a
    volume purchase agreement using the deferred revenue model.
    Until December 31, 2007, ASML accounted for award credits using
    the cost accrual method. The comparative figures for the years
    2007 and 2006 have been adjusted to reflect this change in
    accounting policy. The change in accounting policy did not
    affect the 2005 figures.2
    As of January 1, 2009, Research and
    Development (R&D) credits are presented as part
    of R&D costs instead of as a separate line item. The
    comparative figures for the years 2005 through 2008 have been
    adjusted accordingly.3
    The calculation of diluted net
    income (loss) per ordinary share assumes the exercise of options
    issued under ASML stock option plans for periods in which
    exercises would have a dilutive effect. The calculation of
    diluted net income (loss) per ordinary share does not assume
    exercise of such options when such exercises would be
    anti-dilutive.  ASML ANNUAL REPORT 2009
 2




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As of December 31


2005



2006
1


2007
1


2008



2009(in thousands, unless otherwise indicated)


EUR



EUR



EUR



EUR



EURConsolidated balance sheets dataCash and cash equivalents


1,904,609



1,655,857



1,271,636



1,109,184



1,037,074Working
    capital4


1,785,836



2,236,173



1,997,988



1,964,906



1,704,714Total assets


3,756,023



3,953,888



4,073,128



3,939,394



3,727,497Long-term debt


382,558



381,433



602,016



647,050



663,102Total shareholders equity


1,711,837



2,148,003



1,891,004



1,988,769



1,774,768Capital stock


9,694



10,051



39,206



38,887



39,028Consolidated statements of cash flows dataDepreciation and amortization


90,531



87,092



126,344



119,190



140,201Impairment


8,350



17,354



9,022



25,109



15,896Net cash provided by total operating activities


711,493



492,280



701,011



280,746



97,764Purchases of property, plant and equipment


(72,660
)


(70,619
)


(179,152
)


(259,770
)


(104,959
)Acquisition of subsidiary (net of cash acquired)










(188,011
)






Net cash used in total investing activities


(60,803
)


(70,629
)


(362,152
)


(259,805
)


(98,082
)Capital
    repayment5










(1,011,857
)






Purchase of shares in conjunction with conversion rights of 
    bondholders and share-based payments






(678,385
)


(359,856
)


(87,605
)


Dividend paid














(107,841
)


(86,486
)Net proceeds from issuance of bond










593,755







Net cash provided by (used in) total financing activities


2,879



(657,624
)


(715,363
)


(184,238
)


(73,444
)Net increase (decrease) in cash and cash equivalents


676,479



(248,752
)


(384,221
)


(162,452
)


(72,110
)Ratios and other dataGross profit as a percentage of net sales


38.5



40.6



41.1



34.4



28.7Income (loss) from operations as a percentage of net sales


17.8



24.1



21.6



9.7



(10.3
)Net income (loss) as a percentage of net sales


12.3



17.3



17.8



10.9



(9.5
)Shareholders equity as a percentage of total assets


45.6



54.3



46.4



50.5



47.6Income taxes as a percentage of income (loss) before income taxes


(28.4
)


(28.2
)


(20.9
)


4.1



(12.0
)Sales of systems (in units)


196



266



260



151



70Average selling price of system sales (in millions)


11.4



12.1



12.9



16.7



16.8Value of systems backlog (in millions)


1,434



2,146



1,697



755



1,853Systems backlog (in
    units)6


95



163



89



41



69Average selling price of systems backlog (in millions)


15.1



13.2



19.1



18.4



26.8Value of booked systems (in millions)


1,998



4,075



2,970



1,569



2,334Net bookings for the year (in
    units)7


160



334



186



103



98Average selling price of booked systems (in millions)


12.5



12.2



16.0



15.2



23.8Number of payroll employees in FTEs


5,055



5,594



6,582



6,930



6,548Number of temporary employees in FTEs


1,106



1,486



1,725



1,329



1,137Increase (decrease) net sales in percentage


2.6



41.6



5.2



(21.6
)


(46.0
)Number of ordinary shares outstanding (in thousands)


484,670



477,099



435,6265



432,074



433,639ASML share
    price8


16.90



18.84



21.66



12.75



24.00Volatility 260 days in percentage of ASML
    shares9


26.00



28.08



27.52



51.14



38.45Dividend per ordinary share in Euro










0.25



0.20



0.20   4
    Working capital is calculated as
    the difference between total current assets, including cash and
    cash equivalents, and total current liabilities.5
    In 2007, as part of a capital
    repayment program, EUR 1,012 million of share capital was repaid
    to our shareholders and the number of outstanding ordinary
    shares was reduced by 11 percent (pursuant to a synthetic share
    buyback).6
    Our systems backlog as of December
    31 includes only system orders for which written authorizations
    have been accepted and shipment and revenue recognition dates
    within 12 months have been assigned.7
    Our net bookings, during the year,
    include only system orders for which written authorizations have
    been accepted and shipment and revenue recognition dates within
    12 months have been assigned.8
    Closing price of ASMLs
    ordinary shares listed on the Official Segment of the stock
    market of Euronext Amsterdam (source: Bloomberg Finance LP).9
    Volatility represents the
    variability in our share price on the Official Segment of the
    stock market of Euronext Amsterdam as measured over the 260
    business days of each year presented (source: Bloomberg Finance
    LP).  ASML ANNUAL REPORT 2009
 3




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Exchange Rate
    Information
         January 2010 (throughCalendar year

2005


2006


2007


2008


2009


January 22, 2010)Period End


1.18



1.32



1.46



1.39



1.43



1.42Average1


1.24



1.26



1.37



1.47



1.39



1.44High


1.35



1.33



1.49



1.60



1.51



1.45Low


1.17



1.19



1.29



1.24



1.25



1.41   1
    The average of the Noon Buying
    Rates on the last business day of each month during the period
    presented.  July


August


September


October


November


December


January 2010 (throughMonths of

2009


2009


2009


2009


2009


2009


January 22, 2010)High


1.43



1.44



1.48



1.50



1.51



1.51



1.45Low


1.39



1.41



1.42



1.45



1.47



1.42



1.41  B. Capitalization
    and Indebtedness  C. Reasons for
    the Offer and Use of Proceeds  D. Risk
    Factors    Risks Related to
    the Semiconductor Industry
  The
    Semiconductor Industry is Highly Cyclical and We May Be
    Adversely Affected by Any Downturn
  
    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.     ASML ANNUAL REPORT 2009
 4




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and/or
      Our Business
    Will Suffer If We Do Not Respond Rapidly to Commercial and
    Technological Changes in the
    Semiconductor Industry
  
    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.            We Face
    Intense Competition
  
    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;
    a strengthening of the euro particularly against the Japanese
    yen which results in lower prices and margins;
    the strength and breadth of our portfolio of patents and other
    intellectual property rights; and  ASML ANNUAL REPORT 2009
 5




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
    our customers desire to obtain lithography equipment from
    more than one supplier.         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
             A High
    Percentage of Net Sales Is Derived from a Few
    Customers
       We Derive Most
    of Our Revenues from the Sale of a Relatively Small Number of
    Products
   ASML ANNUAL REPORT 2009
 6




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
    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,       The Pace of
    Introduction of Our New Products Is Accelerating and Is
    Accompanied by Potential Design and Production Delays and by
    Significant Costs
       Failure to
    Adequately Protect the Intellectual Property Rights Upon Which
    We Depend Could Harm Our Business
  
    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 which 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.      Defending
    Against Intellectual Property Claims Brought by Others Could
    Harm Our Business
    and/or
     ASML ANNUAL REPORT 2009
 7




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We Are Subject
    to Risks in Our International Operations
  
    potentially adverse tax consequences;
    unfavorable political or economic environments;
    unexpected legal or regulatory changes; and
    an inability to effectively protect intellectual property.         We Are
    Dependent on the Continued Operation of a Limited Number of
    Manufacturing Facilities
    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
    Fluctuations
    in Foreign Exchange Rates Could Harm Our Results of
    Operations
             We May Be
    Unable to Make Desirable Acquisitions or to Integrate
    Successfully Any Businesses We Acquire
   ASML ANNUAL REPORT 2009
 8




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Our Business
    and Future Success Depend on Our Ability to Attract and Retain a
    Sufficient Number of Adequately Educated and Skilled
    Employees
       Risks Related to
    Our Ordinary Shares
  The Price of
    Our Ordinary Shares is Volatile
    Restrictions
    on Shareholder Rights May Dilute Voting Power
        Item 4
    Information on the Company A. History and
    Development of the Company          Capital
    Expenditures and Divestitures
   ASML ANNUAL REPORT 2009
 9




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B. Business
    Overview round-the-clock
   Our Business
    Model
  
    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 per product
    for our customers;
    providing customer services that ensure rapid, efficient
    installation and superior
    on-site
    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 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
    on-site;
    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
  Introduction
          Customer
    Roadmaps
 state-of-the-art
  ASML ANNUAL REPORT 2009
 10




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Products
          Step-and-Scan
         Product
    Development
             set-up
   ramp-up time-to-market
  ASML ANNUAL REPORT 2009
 11




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set-up
                        tm tm
  ASML ANNUAL REPORT 2009
 12




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Current ASML
    lithography product portfolio of Step & Scan
    Systems1
  Resolution

Wavelength

Lightsource

Numerical aperturePAS 5500 SYSTEMSPAS 5500/4X0

280 nm

365 nm

i-line

0.48-0.65PAS 5500/750

130 nm

248 nm

KrF

0.50-0.70PAS 5500/850

110 nm

248 nm

KrF

0.55-0.80PAS 5500/1150

90 nm

193 nm

ArF

0.50-0.75TWINSCAN SYSTEMSTWINSCAN XT:400

350 nm

365 nm

i-line

0.48-0.65TWINSCAN XT:450

220 nm

365 nm

i-line

0.48-0.65TWINSCAN XT:8X0

110 nm

248 nm

KrF

0.55-0.80TWINSCAN XT:875

90 nm

248 nm

KrF

0.55-0.80TWINSCAN XT:1000

80 nm

248 nm

KrF

0.50-0.93TWINSCAN XT:1450

57 nm

193 nm

ArF

0.65-0.93TWINSCAN XT:1700 immersion

45 nm

193 nm

ArF

0.75-1.20TWINSCAN XT:1900 immersion

40 nm

193 nm

ArF

0.85-1.35TWINSCAN XT:1950 immersion

38 nm

193 nm

ArF

0.85-1.35TWINSCAN NXT:1950 immersion

38 nm

193 nm

ArF

0.85-1.35   1
    This table does not include the
    older (including pre-used) products sold on the PAS 2500, PAS
    5000 and PAS 5500 platforms
    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 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.   Sales, Customer
    Support and Customers
             Customers and
    Geographic Regions
       Manufacturing,
    Logistics and Suppliers
   ASML ANNUAL REPORT 2009
 13




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##### Table of Contents




    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.                        Research and
    Development
         ASML ANNUAL REPORT 2009
 14




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set-up
      Intellectual
    Property
             Competition
  
    the technical performance characteristics of a lithography
    system;
    the value of ownership of that system based on its purchase
    price, maintenance costs and productivity;
    a strengthening of the euro particularly against the Japanese
    yen which results in lower prices and margins;
    the strength and breadth of our portfolio of patent and other
    intellectual property rights; and
    our customers desire to obtain lithography equipment from
    more than one supplier.      Government
    Regulation
   ASML ANNUAL REPORT 2009
 15




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C. Organizational
    Structure  
    D. Property,
    Plant and Equipment    and/or
   Facilities in
    Europe
 state-of-the-art
   Facilities in the
    United States
    Facilities in
    Asia
  Item 4A
    Unresolved Staff Comments    Item 5
    Operating and Financial Review and Prospects   Executive
    Summary
   Introduction
   ASML ANNUAL REPORT 2009
 16




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Semiconductor
    equipment industry conditions
            Year Ended December 31

2004

2005

2006

2007

2008Total units shipped

694

536

633

604

344Total value (in millions USD)

5,268

4,988

6,386

7,144

5,388   (Source: Gartner Dataquest)
      Business
    strategy
      ASML ANNUAL REPORT 2009
 17




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Customer
    focus
 made-to-order
         Strategic
    investment in research and development
    cost-per-exposure
            tm
  ASML ANNUAL REPORT 2009
 18




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tm
      Operational
    excellence
       24-hour, days-a-week
      ASML operations
    update on key performance indicators
  Significant
    effects of the financial and economic crisis on ASML
    out-of-pocket
  ASML ANNUAL REPORT 2009
 19




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##### Table of Contents



Year ended December 31

2007





2008





2009(in millions, except market share and systems)

EUR





EUR





EURSalesMarket share (based on revenue)


65
%






65
%






68
%1Net sales


3,768







2,954







1,596Increase (decrease) in net sales


5.2
%






(21.6)
%






(46.0
)%Net system sales


3,351







2,517







1,175Sales of systems (in units)


260







151







70Average selling price of system sales


12.9







16.7







16.8Value of systems backlog


1,697







755







1,853Systems backlog (in units)


89







41







69Average selling price of systems backlog


19.1







18.4







26.8
2Immersion systems shipped (in units)


38







56







36ProfitabilityGross profit


1,550



41.1%



1,016



34.4%



458



28.7%Income (loss) from operations


8153



21.6%



287



9.7%



(165
)


(10.3)%Net income (loss)


6713



17.8%



322



10.9%



(151
)


(9.5)%LiquidityCash and cash equivalents


1,272







1,109







1,037Operating cash flow


701







281







98   1
    According to the latest available
    data up to and including November 2009 as reported by SEMI, an
    independent semiconductor industry organization.  2
    In 2009, the ASP of the systems
    backlog for new systems amounts to EUR 28.9 million,
    and the ASP of the systems backlog for used systems amounts to
    EUR 9.0 million.  3
    The 2007 figures for income from
    operations and net income include a one-off charge of
    EUR 23 million relating to the Brion acquisition for
    amortization of in-process R&D.   Sales
         ASML ANNUAL REPORT 2009
 20




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Profitability
 10-15 percent 20-25 percent
         ramp-up
            Liquidity
   ASML ANNUAL REPORT 2009
 21




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A. Operating
    Results   Critical
    accounting policies using significant estimates
    Revenue
    recognition
      ASML ANNUAL REPORT 2009
 22




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##### Table of Contents



work-in-process
                  Warranty
 and/or
  Year Ended December 31

2008(in thousands, except per share data)

EUR


%Income from operations


33,409



11.6%Net income


24,890



7.7%Basic net income per ordinary share


0.06



8.0%Diluted net income per ordinary share


0.06



8.1%    Evaluation of
    long-lived assets for impairment and costs associated with exit
    or disposal activities
   ASML ANNUAL REPORT 2009
 23




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##### Table of Contents




    Cash flow projections for the first six years are based on a
    significant growth scenario, reflecting the
    start-up
    nature of Brion. Projections are built
    bottom-up,
    using estimates for revenue, gross profit, R&D costs and
    SG&A costs.
    Brion would reach maturity in the final year of this six year
    start-up
    period and grow at a weighted average growth rate of three
    percent, which Management believes is a reasonable estimate that
    does not exceed the long-term historical average growth rate for
    the lithography business in which Brion operates.
    A discount rate of 14.7 percent representing Brions
    weighted average cost of capital (WACC), was determined using an
    adjusted version of the Capital Asset Pricing Model. Since Brion
    is not financed with debt, WACC was assumed to equal
    Brions cost of equity. The discount rate increased
    compared to the prior year reflecting the increased market
    uncertainty.       
    Estimated cash flows associated with Brions initial six
    year
    start-up
    period accounted for approximately 35 percent of the
    reporting units estimated fair value. These estimated cash
    flows could be reduced by up to 52 percent without causing
    the fair value of Brion to decrease below its carrying amount of
    EUR 155.5 million. Management does not believe that
    such a decline is reasonably likely based on historical evidence
    of the reliability of the estimated cash flows and
    managements future expectations on the development of
    these cash flows.
    Estimated cash flows associated with Brions operations
    after the initial six year period accounted for approximately
    65 percent of the reporting units estimated fair
    value, based on the assumed three percent growth rate. Assuming
    Managements estimate of cash flows for the initial six
    year period is unchanged; growth in subsequent years could
    reduce to zero percent without Brions estimated fair value
    falling below its carrying amount of
    EUR 155.5 million. Management does not believe,
    however, that such a long-term no growth scenario is reasonably
    likely, given that the long-term historical growth rate of the
    lithography industry exceeds three percent.
    The discount rate used in the fair value calculation could
    increase from 14.7 percent to 19.2 percent without
    causing the fair value of Brion to decrease below its carrying
    amount. Management does not believe such an increase is
    reasonably likely.        ASML ANNUAL REPORT 2009
 24




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##### Table of Contents



Inventories
 (first-in, ramp-up
      Accounts
    receivable
    Provisions
   ASML ANNUAL REPORT 2009
 25




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##### Table of Contents



Contingencies and
    litigation
       Share-based
    compensation expenses
             Income
    taxes
      ASML ANNUAL REPORT 2009
 26




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##### Table of Contents



2008


2009(in millions)

EUR


EURBalance, January 1


110.3



124.2Gross increases  tax positions in prior period


13.0



6.4Gross decreases  tax positions in prior period


(6.5
)


(1.8
)Gross increases  tax positions in current period


15.2



10.6Settlements


(5.0
)


(4.3
)Lapse of statute of limitations


(2.8
)


(1.8
)Balance, December 31


124.2



133.3            ASML ANNUAL REPORT 2009
 27




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##### Table of Contents



Results of
    Operations
      Year ended December 31

2007


2008


2009(in millions)

EUR


EUR


EURTotal net sales


3,768.2



2,953.7



1,596.1Cost of sales


2,218.5



1,938.2



1,137.7Gross profit on sales


1,549.7



1,015.5



458.4Research and development
    costs1


486.1



516.1



466.8Amortization of in-process research and development costs


23.2







Selling, general and administrative costs


225.7



212.3



156.6Income (loss) from operations


814.7



287.1



(165.0
)Interest income (expense), net


33.5



22.6



(6.5
)Income (loss) from operations before income taxes


848.2



309.7



(171.5
)(Provision for) benefit from income taxes


(177.2
)


12.7



20.6Net income (loss)


671.0



322.4



(150.9
)   1
    As of January 1, 2009,
    R&D credits are presented as part of R&D costs. The
    comparative figures for 2007 and 2008 have been adjusted
    accordingly.     Year ended December 31(as percentage of net sales)

2007


2008


2009Total net sales


100.0



100.0



100.0Cost of sales


58.9



65.6



71.3Gross profit on sales


41.1



34.4



28.7Research and development
    costs1


12.9



17.5



29.2Amortization of in-process research and development costs


0.6







Selling, general and administrative costs


6.0



7.2



9.8Income (loss) from operations


21.6



9.7



(10.3
)Interest income (expense), net


0.9



0.8



(0.4
)Income (loss) from operations before income taxes


22.5



10.5



(10.7
)(Provision for) benefit from income taxes


(4.7
)


0.4



1.2Net income (loss)


17.8



10.9



(9.5
)   1
    As of January 1, 2009,
    R&D credits are presented as part of R&D costs. The
    comparative figures for 2007 and 2008 have been adjusted
    accordingly.  ASML ANNUAL REPORT 2009
 28




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##### Table of Contents



Results of
    operations 2009 compared with 2008
  Net sales and
    gross profit
   2008








2009First


Second


Full


First


Second


Fullhalf year


half year


year


half year


half year


yearNet sales (EUR million)


1,763



1,191



2,954



460



1,136



1,596Net system sales (EUR million)


1,546



971



2,517



284



891



1,175Net service and field option sales (EUR million)


217



220



437



176



245



421Total sales of systems (in units)


89



62



151



21



49



70Total sales of new systems (in units)


74



41



115



11



36



47Total sales of used systems (in units)


15



21



36



10



13



23Gross profit as a percentage of net sales


40.3



25.6



34.4



10.2



36.2



28.7ASP of system sales (EUR million)


17.4



15.7



16.7



13.5



18.2



16.8ASP of new system sales (EUR million)


20.0



21.2



20.4



20.1



21.5



21.1ASP of used system sales (EUR million)


4.6



4.9



4.8



6.3



9.1



7.9                        ASML ANNUAL REPORT 2009
 29




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##### Table of Contents



Research and
    development costs
 tm
   Selling,
    general and administrative costs
    Interest
    income (expense), net
    Income
    taxes
    Results of
    operations 2008 compared with 2007
  Net sales and
    gross profit
   2007








2008First


Second


Full


First


Second


Fullhalf year


half year


year


half year


half year


yearNet sales (EUR million)


1,879



1,889



3,768



1,763



1,191



2,954Net system sales (EUR million)


1,673



1,678



3,351



1,546



971



2,517Net service and field option sales (EUR million)


206



211



417



217



220



437Total sales of systems (in units)


146



114



260



89



62



151Total sales of new systems (in units)


131



104



235



74



41



115Total sales of used systems (in units)


15



10



25



15



21



36Gross profit as a percentage of net sales


41.3



41.0



41.1



40.3



25.6



34.4ASP of system sales (EUR million)


11.5



14.7



12.9



17.4



15.7



16.7ASP of new system sales (EUR million)


12.5



15.6



13.8



20.0



21.2



20.4ASP of used system sales (EUR million)


2.8



5.5



3.9



4.6



4.9



4.8   ASML ANNUAL REPORT 2009
 30




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##### Table of Contents



ramp-up
         cost-of-goods
      Research and
    development costs
       Selling,
    general and administrative costs
    Net interest
    income
   ASML ANNUAL REPORT 2009
 31




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##### Table of Contents



Income
    taxes
    Foreign Exchange
    Management
    New U.S.
    GAAP Accounting Pronouncements
 Form 20-F
      820-10-65-4,
      2009-13, 2009-13 605-25) 2009-13
   2009-14, 2009-14 985-605) 2009-14
  ASML ANNUAL REPORT 2009
 32




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##### Table of Contents



2009-14
 B. Liquidity
    and Capital Resources                              ASML ANNUAL REPORT 2009
 33




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##### Table of Contents



C. Research
    and Development, Patents and Licenses, etc.   Research and
    Development
    Intellectual
    Property Matters
  D. Trend
    Information      Year ended December 31

2008


2009New systems backlog (in units)


33



62Used systems backlog (in units)


8



7Total systems backlog (in units)


41



69Value of new systems backlog (EUR million)


719



1,790Value of used systems backlog (EUR million)


36



63Total value of systems backlog (EUR million)


755



1,853ASP of new systems backlog (EUR million)


21.8



28.9ASP of used systems backlog (EUR million)


4.5



9.0ASP of total systems backlog (EUR million)


18.4



26.8                     ASML ANNUAL REPORT 2009
 34




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##### Table of Contents



E. Off-Balance
    Sheet Arrangements    Variable interest
    entities
                 F. Tabular
    Disclosure of Contractual Obligations   Less than








AfterPayments due by period

Total


1 year


1-3 years


3-5 years


5 years(In thousands)

EUR


EUR


EUR


EUR


EURLong Term Debt Obligations, including interest
    expenses1


939,102



34,514



69,000



69,000



766,588Operating Lease Obligations


130,374



33,077



43,150



27,912



26,235Purchase Obligations


1,431,247



1,388,902



40,985



788



572Unrecognized Tax Benefits


133,270



8,535



41,544



35,699



47,492Total Contractual Obligations


2,633,993



1,465,028



194,679



133,399



840,887   1
    See Note 14 to the
    consolidated financial statements for the amounts excluding
    interest expenses.     ASML ANNUAL REPORT 2009
 35




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##### Table of Contents



Purchase options




Less than








Afterdue by period

Total


1 year


1-3 years


3-5 years


5 years(In thousands)

EUR


EUR


EUR


EUR


EURPurchase options


55,736







8,250



8,999



38,487        G. Safe
    Harbor  Item 6
    Directors, Senior Management and Employees A. Directors and
    Senior Management   Name

Title

Year of Birth


Term ExpiresArthur P.M. van der
    Poel1,3,4

Chairman of the Supervisory Board


1948



2012Jos W.B.
    Westerburgen2,

    3

Member of the Supervisory Board


1942



2011Fritz W.
    Fröhlich1

Member of the Supervisory Board


1942



2012Ieke C.J. van den
    Burg2

Member of the Supervisory Board


1952



2013OB
    Bilous3,4

Member of the Supervisory Board


1938



2012William T.
    Siegle4

Member of the Supervisory Board


1939



2011Pauline F.M. van der Meer
    Mohr2

Member of the Supervisory Board


1960



2013Wolfgang H. Ziebart
    1,4

Member of the Supervisory Board


1950



2013Eric Meurice

President, Chief Executive Officer and Chairman of Management


1956



2012Peter T.F.M. Wennink

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


1957



N/A 5Martin A. van den Brink

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


1957



N/A 5Frits J. van Hout

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


1960



2013Frederic
    Schneider-Maunoury6

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 Remuneration
    Committee.3
    Member of the Selection and
    Nomination Committee.4
    Member of the Technology and
    Strategy Committee.5
    There are no specified terms for
    members of the Board of Management appointed prior to March 2004.6
    Mr. Schneider-Maunourys
    appointment to ASMLs Board of Management is subject to
    notification of the General Meeting of Shareholders, scheduled
    to be held on March 24, 2010.  ASML ANNUAL REPORT 2009
 36




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##### Table of Contents



Director and
    Officer Biographies
  Arthur P.M.
    van der Poel
    Jos W.B.
    Westerburgen
    Fritz W.
    Fröhlich
    Ieke C.J. van
    den Burg
 Dutch
    Data Protection Authority
   OB
    Bilous
    William T.
    Siegle
    Pauline P.M.
    van der Meer Mohr
   ASML ANNUAL REPORT 2009
 37




---



##### Table of Contents



Wolfgang H.
    Ziebart
    Eric
    Meurice
    Peter T.F.M.
    Wennink
    Martin A. van
    den Brink
    Frits J. van
    Hout
    Frederic
    Schneider-Maunoury
  B.
    Compensation       Bonus and
    Profit-sharing plans
    Pension
    plans
   ASML ANNUAL REPORT 2009
 38




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##### Table of Contents



C. Board
    Practices   General
        
    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
    structure
       Board of
    Management
       Supervisory
    Board
      ASML ANNUAL REPORT 2009
 39




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##### Table of Contents



Approval of
    Board of Management Decisions
  
    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 annual accounts).   Rules of
    Procedure
    Directors and
    Officers Insurance and Indemnification
    Corporate
    Governance Developments
          Committees of
    ASMLs Supervisory Board
   ASML ANNUAL REPORT 2009
 40




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##### Table of Contents



Audit
    Committee
     
    overseeing the integrity of our financial statements and related
    (non)financial disclosure;
    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.      Remuneration
    Committee
             Selection and
    Nomination Committee
     
    preparing the selection criteria and appointment procedures for
    members of the Company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.      Technology and
    Strategy Committee
   ASML ANNUAL REPORT 2009
 41




---



##### Table of Contents



and/or
    
    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.      Disclosure
    Committee
          Variations from
    Certain NASDAQ Corporate Governance Rules
  
    ASML does not follow NASDAQs quorum requirements
    applicable to meetings of ordinary shareholders. In accordance
    with Netherlands law and Netherlands 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. Netherlands 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.
    ASML does not follow NASDAQs requirement regarding
    distribution to shareholders of copies of an annual report
    containing audited financial statements prior to the
    Companys Annual General Meeting of Shareholders. The
    distribution of annual reports to shareholders is not required
    under Netherlands corporate law or Netherlands securities laws,
    or by Euronext Amsterdam. Furthermore, it is generally accepted
    business practice for Netherlands companies not to distribute
    annual reports. In part, this is because the Netherlands 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 Netherlands listing agent as stated in the convening
    notice for the meeting) as from the day of convocation of the
    Annual General Meeting of Shareholders. In addition, we post a
    copy of our annual report on our website prior to the Annual
    General Meeting of Shareholders.     ASML ANNUAL REPORT 2009
 42




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##### Table of Contents



D.
    Employees   Year EndedDecember 31

2007


2008


2009Payroll Employees


6,582



6,930



6,548Temporary Employees


1,725



1,329



1,137Total


8,307



8,259



7,685           E. Share
    Ownership  Item 7 Major
    Shareholders and Related Party Transactions A. Major
    Shareholders   Shares


Percent ofIdentity of Person or Group

Owned


ClassFMR LLC1


65,359,636



15.1%Capital World
    Investors2


37,869,170



8.8%PRIMECAP Management
    Company3


25,198,365



5.8%Members of ASMLs Supervisory Board and Board of
    Management, as a group
    (4 persons)4


1,579,616



*   *
    Less than 1 percent. 1
    Based solely on the
    Schedule 13-G/A
    filed by FMR LLC with the Commission on February 17, 2009.2
    Based solely on the
    Schedule 13-G/A
    filed by Capital World Investors with the Commission on
    February 13, 2009.3
    Based solely on the
    Schedule 13-G/A
    filed by PRIMECAP Management Company with the Commission on
    February 12, 2009.4
    For further information, please
    refer to Note 20, Board of Management and Supervisory Board
    Remuneration, of the consolidated financial statements.  ASML ANNUAL REPORT 2009
 43




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##### Table of Contents



Obligations of
    Shareholders to Disclose Holdings under Netherlands
    Law
 Wet op
    het financieel toezicht
   and/or and/or
   and/or and/or
                 ASML ANNUAL REPORT 2009
 44




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##### Table of Contents



B. Related Party
    Transactions  C. Interests of
    Experts & Counsel  Item 8
    Financial Information A. Consolidated
    Statements and Other Financial Information   Consolidated
    Statements
    Export
    Sales
    Legal
    Proceedings
    Dividend
    Policy
     B. Significant
    Changes  Item 9 The
    Offer and Listing A. Offer and
    Listing Details      ASML ANNUAL REPORT 2009
 45




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##### Table of Contents



NASDAQ


Euronext AmsterdamUSD


EURHigh


Low


High


LowAnnual Information2005


20.13



14.44



17.12



11.112006


25.83



18.46



19.90



14.492007


35.79



22.89



24.99



17.152008


30.47



12.66



20.97



10.682009


34.67



14.28



24.24



11.35Quarterly Information1st quarter 2008


30.47



22.23



20.97



13.922nd quarter 2008


30.30



23.98



19.59



15.193rd quarter 2008


25.20



16.29



16.81



11.724th quarter 2008


18.84



12.66



14.60



10.681st quarter 2009


18.58



14.28



14.20



11.352nd quarter 2009


22.12



17.77



16.22



13.423rd quarter 2009


30.31



21.21



20.55



15.114th quarter 2009


34.67



26.67



24.24



18.38Monthly InformationJuly 2009


26.01



21.21



18.37



15.11August 2009


27.97



25.00



19.58



17.58September 2009


30.31



26.33



20.55



18.43October 2009


31.65



26.67



21.61



18.38November 2009


32.02



27.16



21.40



18.51December 2009


34.67



31.96



24.24



21.20January (through Jan. 25) 2010


35.25



31.73



24.57



22.43   (Source: Bloomberg Finance LP)
 B. Plan of
    Distribution  C.
    Markets  D. Selling
    Shareholders  E.
    Dilution  F. Expenses of
    the Issue   ASML ANNUAL REPORT 2009
 46




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##### Table of Contents



Item 10
    Additional Information A. Share
    Capital  B. Memorandum and
    Articles of Association Form 6-K,
   Current
    Authorizations to Issue and Repurchase Ordinary Shares
    and/or and/or
       C. Material
    Contracts  D. Exchange
    Controls   ASML ANNUAL REPORT 2009
 47




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##### Table of Contents



E.
    Taxation   Netherlands
    Taxation
    General
    Substantial
    Interest
    Income Tax
    Consequences for Individual Non-resident Holders on Owning and
    Disposing of the Ordinary Shares
  
    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, respectively 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), respectively (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 wages to which the holding of
    our ordinary shares was connected;
    does not carry out and has not carried out employment activities
    in the Netherlands, does not serve and has not served as a
    director or board member of any entity resident in the
    Netherlands, and does not serve and has not served as a civil
    servant of a Netherlands public entity with which the holding of
    our ordinary shares is or was connected; and
    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
  
    the holder carries on a business in the Netherlands through a
    permanent establishment or a permanent agent in the Netherlands
    (Netherlands enterprise) and the ordinary shares are
    attributable to this permanent establishment or permanent agent,
    unless the participation exemption (discussed below) applies; or
    the holder has a substantial interest in our share capital,
    which is not attributable to his enterprise; or
    certain assets of the holder are deemed to be treated as a
    Netherlands enterprise under Netherlands tax law and the
    ordinary shares are attributable to this Netherlands enterprise.      Dividend
    Withholding Tax
     
    dividends in cash and in kind;
    deemed and constructive dividends;  ASML ANNUAL REPORT 2009
 48




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##### Table of Contents




    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 Netherlands dividend withholding tax purposes; and
    liquidation proceeds in excess of qualifying average paid-in
    capital for Netherlands dividend withholding tax purposes.    
    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 the EU Parent-Subsidiary
    Directive; or
    the rate is reduced by a Tax Treaty.            Dividend
    Stripping Rules
    Gift or
    Inheritance Taxes
             Value Added
    Tax
   ASML ANNUAL REPORT 2009
 49




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##### Table of Contents



Residence
 and/or
   United States
    Taxation
 mark-to-market non-United
   U.S.-Netherlands non-United
    
    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.      Taxation of
    Dividends
      ASML ANNUAL REPORT 2009
 50




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##### Table of Contents



non-United non-Netherlands
   U.S.-source
   non-United non-United non-United
      Taxation on Sale
    or Other Disposition of Ordinary Shares
    Information
    Reporting and Backup Withholding
   ASML ANNUAL REPORT 2009
 51




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##### Table of Contents



F. Dividends and
    Paying Agents  G. Statement by
    Experts  H. Documents on
    Display Form 20-F Form 20-F. Form 6-K.
   60661-2511. http://www.sec.gov. 1-800-SEC-0330
 I. Subsidiary
    Information  Item 11
    Quantitative and Qualitative Disclosures About Market
    Risk         Foreign currency
    risk management
         ASML ANNUAL REPORT 2009
 52




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##### Table of Contents



Interest rate
    risk management
       Financial
    instruments
    2008





2009Notional





NotionalAs of December 31

Amount


Fair Value


Amount


Fair Value(in thousands)

EUR


EUR


EUR


EURCurrency
    contracts1


896,642



(38,521
)


527,816



7,428Interest rate
    swaps2


641,500



63,173



641,500



78,485   (Source: Bloomberg Finance LP)
 1
    Relates to forward contracts
    assigned as a hedge to forecasted sales and purchase
    transactions, to monetary assets and liabilities and to net
    investments in foreign operations (only 2008), mainly in U.S.
    dollar and Japanese Yen2
    Relates to interest rate swaps
    assigned as a hedge to interest bearing assets and liabilities
    mainly related to the EUR 600 million Eurobond; the fair
    value of the interest rate swaps includes accrued interest         Credit risk
    management
      ASML ANNUAL REPORT 2009
 53




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##### Table of Contents



Liquidity and
    Capital risk management
             Sensitivity
    analysis financial instruments
  Foreign
    currency sensitivity
    2008





2009Impact on





Impact onincome from





income fromoperations





operationsbefore income


Impact on


before income


Impact ontaxes


equity


taxes


equity(in thousands)

EUR


EUR


EUR


EURU.S. dollar


(2,915
)


14,118



(3,689
)


24,903Japanese yen


(14,501
)


(38,886
)


(1,711
)


(32,416
)Other currencies


(1,285
)


8,482



(1,620
)


12,080Total


(18,701
)


(16,286
)


(7,020
)


4,567      ASML ANNUAL REPORT 2009
 54




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##### Table of Contents



Interest rate
    sensitivity
    2008





2009Impact on





Impact onincome from





income fromoperations





operationsbefore income


Impact on


before income


Impact ontaxes


equity


taxes


equity(in thousands)

EUR


EUR


EUR


EUR6,018



2,465



4,425



2,336     Item 12
    Description of Securities Other Than Equity Securities     ASML ANNUAL REPORT 2009
 55




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##### Table of Contents



Part II   Item 13
    Defaults, Dividend Arrearages and Delinquencies    Item 14
    Material Modifications to the Rights of Security Holders and Use
    of Proceeds    Item 15
    Controls and Procedures   Disclosure
    Controls and Procedures
 Rule 13a-15(e)
   Managements
    Report on Internal Control over Financial Reporting
 Rule 13a-15(f)
   Form 20-F
   Changes in
    Internal Control over Financial Reporting
    Inherent
    Limitations of Disclosure Controls and Procedures in Internal
    Control over Financial Reporting
  Item 16 A. Audit
    Committee Financial Expert   ASML ANNUAL REPORT 2009
 56




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##### Table of Contents



B.
    Code
    of Ethics day-to-day
    
    honest and ethical conduct, including the ethical handling of
    actual or apparent conflicts of interest between personal and
    professional relationships;
    full, fair, accurate, timely, and understandable disclosure in
    reports and documents that ASML files with, or submits to, the
    SEC and in other public communications made by ASML;
    compliance with applicable governmental laws, rules and
    regulations;
    prompt internal reporting of violations of the Internal
    Guidelines on Ethical Business Conduct to an appropriate person
    or persons identified in these guidelines; and
    accountability for adherence to the guidelines. C. Principal
    Accountant Fees and Services and/or
  Year ended December 31

2008


2009(in thousands)

EUR


EURAudit fees


1,377



1,191Audit-related fees


52



75Tax fees


536



723Total


1,965



1,989    Audit
    fees
 Form 20-F,
   Audit-related
    fees
    Tax
    fees
   Year ended December 31

2008


2009(in thousands)

EUR


EURCorporate Income Tax compliance services


160



113Tax assistance for expatriate employees


152



172Other tax advisory and compliance


224



438Total


536



723      ASML ANNUAL REPORT 2009
 57




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##### Table of Contents



D. Exemptions
    from the Listing Standards for Audit Committees  E. Purchases of
    Equity Securities by the Issuer and Affiliated
    Purchasers   Total valueTotal Number





of Sharesof Shares


Maximum


Purchased asAverage


Purchased as


Number of


Part of PubliclyPrice


Part of Publicly


Shares That May


AnnouncedPaid per


Announced


Yet be Purchased


Plans orTotal Number of


Share


Plans or


Under the


Programs (inProgram

Period


Shares purchased


(EUR)


Programs


Programs


EUR million)2006-2007 Share
    program


May 17-26, 2006



6,412,920



15.59



6,412,920



19,037,376



1002006-2007 Share
    program


June 7-30, 2006



13,517,078



15.81



19,929,998



5,520,298



3142006-2007 Share
    program


July 3-13, 2006



5,520,298



15.62



25,450,296







4002006-2007 Share
    program


October 12, 2006



14,934,843



18.55



14,934,843







2772006-2007 Share
    program


February 14-23, 2007



8,000,000



19.53



8,000,000







156Capital repayment program 2007


September - October 2007



55,093,409



18.36



55,093,409







1,0122007-2008 Share
    program


November 14-26, 2007



9,000,000



22.62



9,000,000



5,000,000



2042007-2008 Share
    program


January 17-22, 2008



5,000,000



17.52



14,000,000







292    2006-2007 Share
    program
          Capital repayment
    program 2007
    2007-2008 Share
    program
   ASML ANNUAL REPORT 2009
 58




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##### Table of Contents



2007-2008 share
      Authorization of
    share repurchases
  F. Change in
    Registrants Certifying Accountant  G. Corporate
    governance   ASML ANNUAL REPORT 2009
 59




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##### Table of Contents



Part III Item 17
    Financial Statements    Item 18
    Financial Statements    Item 19
    Exhibits  Exhibit No.

Description1

Articles of Association of ASML Holding N.V. (English
    translation) (Incorporated by reference to Amendment No. 11
    to the Registrants Registration Statement on
    Form 8-A/A,
    filed with the Commission on November 2, 2007)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 ASML 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) #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) #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) #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) #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))  ASML ANNUAL REPORT 2009
 60




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##### Table of Contents



Exhibit No.

Description4.18

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))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))8.1

List of Material Subsidiaries*12.1

Certification of CEO and CFO Pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934*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*15.1

Consent of Deloitte Accountants B.V.*  *
    Filed at the Commission herewith#
    Certain information omitted
    pursuant to a request for confidential treatment filed
    separately with the Securities and Exchange Commission   Form 20-F
  
   
  
   
  
   ASML ANNUAL REPORT 2009
 61




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##### Table of Contents



Financial Statements




---



##### Table of Contents








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##### Table of Contents



Index to Financial
    Statements
  F-2

Consolidated Statements of Operations for the
    years ended December 31, 2007, 2008 and 2009F-2

Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2007, 2008 and 2009F-3

Consolidated Balance Sheets as of December 31,
    2008 and 2009F-4

Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2007, 2008 and 2009F-6

Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2008 and 2009F-7

Notes to the Consolidated Financial StatementsF-48

Report of Independent Registered Public
    Accounting Firm   ASML ANNUAL REPORT 2009
 F-1




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##### Table of Contents



Consolidated
    Statements of Operations  Year ended December 31

2007


2008


2009Notes

(in thousands, except per share data)

EUR


EUR


EUR19

Net system sales


3,351,281



2,516,762



1,174,858Net service and field option sales


416,904



436,916



421,20519

Total net sales


3,768,185



2,953,678



1,596,063Cost of system sales


1,943,779



1,631,069



852,417Cost of service and field option sales


274,747



307,095



285,25421

Total cost of sales


2,218,526



1,938,164



1,137,671Gross profit on sales


1,549,659



1,015,514



458,39221, 22

Research and development
    costs1


486,141



516,128



466,76110

Amortization of in-process research and development costs


23,148







21

Selling, general and administrative costs


225,668



212,341



156,644Income (loss) from operations


814,702



287,045



(165,013
)23

Interest income


78,165



72,497



42,76623

Interest expense


(44,714
)


(49,898
)


(49,303
)Income (loss) from operations before income taxes


848,153



309,644



(171,550
)18

(Provision for) benefit from income taxes


(177,152
)


12,726



20,625Net income (loss)


671,001



322,370



(150,925
)Basic net income (loss) per ordinary share


1.45



0.75



(0.35
)Diluted net income (loss) per ordinary share


1.41



0.74



(0.35
)Number of ordinary shares used in computing per share amounts
    (in thousands)Basic


462,406



431,620



432,615Diluted


485,643



434,205



432,615  Consolidated
    Statements of Comprehensive Income  Year ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURNet income (loss)


671,001



322,370



(150,925
)Loss on foreign currency translation, net of taxes


(23,294
)


(12,734
)


(8,592
)Gain (loss) on derivative instruments, net of taxes


(3,450
)


(43,579
)


6,494Comprehensive income


644,257



266,057



(153,023
)   1
    As of January 1, 2009,
    R&D credits are presented as part of R&D costs. The
    comparative figures for 2007 and 2008 have been adjusted
    accordingly.  ASML ANNUAL REPORT 2009
 F-2




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##### Table of Contents



Consolidated
    Balance Sheets  As of December 31

2008


2009Notes

(in thousands, except share and per share data)

EUR


EURAssets4

Cash and cash equivalents


1,109,184



1,037,0745

Accounts receivable, net


463,273



377,4396

Finance receivables, net


6,225



21,55318

Current tax assets


87,560



11,2867

Inventories, net


999,150



963,38218

Deferred tax assets


71,780



119,4048

Other assets


236,077



218,746Total current assets


2,973,249



2,748,8846

Finance receivables, net


31,030



18

Deferred tax assets


148,133



133,2638

Other assets


88,197



77,0549

Goodwill


131,453



131,46210

Other intangible assets, net


26,692



18,12811

Property, plant and equipment, net


540,640



618,706Total non-current assets


966,145



978,613Total assets


3,939,394



3,727,497Liabilities and shareholders equityAccounts payable


193,690



206,22612

Accrued and other liabilities


789,788



817,36118

Current tax liabilities


20,039



15,03213

Provisions


4,678



2,50418

Deferred tax liabilities


148



3,047Total current liabilities


1,008,343



1,044,17014

Long-term debt


647,050



663,10218

Deferred and other tax liabilities


209,699



188,40413

Provisions


15,495



12,69412

Accrued and other liabilities


70,038



44,359Total non-current liabilities


942,282



908,559Total liabilities


1,950,625



1,952,72915, 17

Commitments and contingencies






Cumulative Preference Shares; EUR 0.02 nominal value;
    3,150,005,000 shares authorized;none issued and outstanding at December 31, 2008 and 2009






Ordinary Shares; EUR 0.09 and EUR 0.01 nominal value;
    respectively 700,000,000 and 10,000 shares authorized;
    respectively 432,073,534 and none issued and outstanding at
    December 31, 2008; respectively 433,638,976 and none issued
    and outstanding at December 31, 2009


38,887



39,028Share premium


474,765



476,261Treasury shares at cost


(253,436
)


(218,203
)Retained earnings


1,698,929



1,450,156Accumulated other comprehensive income


29,624



27,52625

Total shareholders equity


1,988,769



1,774,768Total liabilities and shareholders equity


3,939,394



3,727,497   ASML ANNUAL REPORT 2009
 F-3




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##### Table of Contents



Consolidated
    Statements of Shareholders Equity  Issued and outstanding








Treasury


AccumulatedShares


Share


Retained


Shares


Other ComprehensiveAmount


Premium


Earnings


at cost


Income


Total(in thousands)

Number1


EUR


EUR


EUR


EUR


EUR


EURBalance at January 1, 2007


477,099



10,051



1,195,034



1,231,237



(401,000
)


112,681



2,148,003Components of
    comprehensive income:Net income














671,001











671,001Foreign Currency Translation, net of taxes






















(23,294
)


(23,294
)Gain (loss) on derivative instruments, net of taxes






















(3,450
)


(3,450
)Share-based payments










16,506















16,506Cumulative effect of applying the provisions of ASC 740














(7,648
)










(7,648
)Purchase of shares in conjunction with conversion rights of
    bond holders and share-based payment
    plans2


(17,000
)


(970
)










(358,886
)






(359,856
)Issuance of shares in conjunction with convertible bonds


26,232



718



288,360



(35,366
)


130,317







384,029Capital
    repayment3


(55,093
)


29,748



(1,041,605
)














(1,011,857
)Cancellation of treasury shares






(509
)


(48,563
)


(351,928
)


401,000







Tax benefit from stock options










9,006















9,006Issuance of shares and stock options


4,388



168



45,108



(6,388
)


29,676







68,564Balance at December 31, 2007


435,626



39,206



463,846



1,500,908



(198,893
)


85,937



1,891,004Components of comprehensive income:Net income














322,370











322,370Foreign Currency Translation, net of taxes






















(12,734
)


(12,734
)Gain (loss) on derivative instruments, net of taxes






















(43,579
)


(43,579
)Share-based payments










13,535















13,535Purchase of shares in conjunction with share-based payment
    plans


(5,000
)


(450
)










(87,155
)






(87,605
)Dividend paid














(107,841
)










(107,841
)Tax benefit from stock options










2,144















2,144Issuance of shares and stock options


1,448



131



(4,760
)


(16,508
)


32,612







11,475Balance at December 31, 2008


432,074



38,887



474,765



1,698,929



(253,436
)


29,624



1,988,769Components of comprehensive income:Net loss














(150,925
)










(150,925
)Foreign Currency Translation, net of taxes






















(8,592
)


(8,592
)Gain (loss) on derivative instruments, net of taxes






















6,494



6,494Share-based payments










13,394















13,394Dividend
    paid4














(86,486
)










(86,486
)Tax benefit from stock options










1,954















1,954Issuance of shares and stock options


1,565



141



(13,852
)


(11,362
)


35,233







10,160Balance at December 31, 2009


433,639



39,028



476,261



1,450,156



(218,203
)


27,526



1,774,768    ASML ANNUAL REPORT 2009
 F-4




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##### Table of Contents



1
    As of December 31, 2009, the
    number of issued shares was 444,480,095. This includes the
    number of issued and outstanding shares of 433,638,976 and the
    number of treasury shares of 10,841,119. As of December 31,
    2008, the number of issued shares was 444,480,095. This includes
    the number of issued and outstanding shares of 432,073,534 and
    the number of treasury shares of 12,406,561.2
    In 2007, 17,000,000 shares
    were repurchased, some of which were re-issued in order to cover
    exercised stock options and to satisfy the conversion rights of
    holders of our 5.50 percent Convertible Subordinated Notes.
    See Note 26 for further information.3
    In 2007, as part of a capital
    repayment program, EUR 1,012 million of equity was repaid
    to our shareholders and the number of outstanding ordinary
    shares was reduced by 11 percent. See Note 26 for
    further information.4
    In 2009, ASML paid out a dividend
    of EUR 86 million to its shareholders, see Note 25 for
    further information.  ASML ANNUAL REPORT 2009
 F-5




---



##### Table of Contents



Consolidated
    Statements of Cash Flows  Year ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURCash Flows from Operating ActivitiesNet income (loss)


671,001



322,370



(150,925
)Adjustments to reconcile net income (loss) to net cash flows
    from operating activities:Depreciation and amortization


126,344



119,190



140,201Impairment


9,022



25,109



15,896Loss on disposals of property, plant and equipment


14,210



4,257



4,053Share-based payments


16,506



13,535



13,394Allowance for doubtful debts


(178
)


188



1,889Allowance for obsolete inventory


79,592



139,628



86,636Deferred income taxes


106,403



(34,155
)


(49,423
)Changes in assets and liabilities:Accounts receivable


42,410



132,147



97,540Inventories


(438,746
)


(87,804
)


(158,024
)Other assets


(86,053
)


(76,342
)


4,893Accounts payable


(38,944
)


(94,375
)


10,430Current income taxes


(74,428
)


(158,277
)


71,267Other liabilities


273,872



(24,725
)


9,937Net cash provided by operating activities


701,011



280,746



97,764Cash Flows from Investing ActivitiesPurchases of property, plant and equipment


(179,152
)


(259,770
)


(104,959
)Proceeds from sale of property, plant and equipment


5,011







6,877Purchases of intangible assets






(35
)


Acquisition of subsidiary (net of cash acquired)


(188,011
)






Net cash used in investing activities


(362,152
)


(259,805
)


(98,082
)Cash Flows from Financing ActivitiesCapital repayment


(1,011,857
)






Purchase of shares in conjunction with conversion rights of
    bondholders and
    share-based payments


(359,856
)


(87,605
)


Net proceeds from issuance of shares and stock options


63,307



11,475



11,073Dividend paid






(107,841
)


(86,486
)Net proceeds from issuance of bond


593,755







Net proceeds from other long-term debt










32Repayment of debt


(9,718
)


(2,411
)


(17
)Tax benefits from stock options


9,006



2,144



1,954Net cash used in financing activities


(715,363
)


(184,238
)


(73,444
)Net cash flows


(376,504
)


(163,297
)


(73,762
)Effect of changes in exchange rates on cash


(7,717
)


845



1,652Net decrease in cash and cash equivalents


(384,221
)


(162,452
)


(72,110
)Cash and cash equivalents at beginning of the year


1,655,857



1,271,636



1,109,184Cash and cash equivalents at end of the year


1,271,636



1,109,184



1,037,074Supplemental Disclosures of Cash Flow Information:Interest paid


38,936



40,247



40,235Taxes paid (received)


167,268



167,360



(36,705
)Supplemental non-cash investing and financing activities:Conversion of bonds into 26,232,275, 0 and 0 ordinary shares
    respectively
    in 2007, 2008 and 2009


378,413







   ASML ANNUAL REPORT 2009
 F-6




---



##### Table of Contents



Notes
    to the Consolidated Financial Statements   1. General
    information / Summary of significant accounting
    policies
          Basis of
    preparation
       Use of
    estimates
    Principles of
    consolidation
    Subsidiaries
       Foreign currency
    translation
    Derivative
    instruments
     
    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);  ASML ANNUAL REPORT 2009
 F-7




---



##### Table of Contents




    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);      Fair value
    hedge
             Cash flow
    hedge
          Net investment
    hedge
    Cash and cash
    equivalents
   ASML ANNUAL REPORT 2009
 F-8




---



##### Table of Contents



Inventories
 (first-in,
      Goodwill
    Other intangible
    assets
   Category

Estimated useful lifeIntellectual property rights


3  10 yearsDeveloped technology


6 yearsCustomer relationships


8 yearsOther intangible assets


2  6 years    Property, plant
    and equipment
      Category

Estimated useful lifeBuildings and constructions


5  40 yearsMachinery and equipment


2  5 yearsFurniture, fixtures and other equipment


3  5 yearsLeasehold improvements


5  10 years     and/or
   Evaluation of
    long-lived assets for impairment
      ASML ANNUAL REPORT 2009
 F-9




---



##### Table of Contents



Provisions
          Revenue
    recognition
         ASML ANNUAL REPORT 2009
 F-10




---



##### Table of Contents



work-in-process
                  Warranty
       Accounting for
    shipping and handling fees and costs
    Cost of
    sales
         ASML ANNUAL REPORT 2009
 F-11




---



##### Table of Contents



Research and
    development costs and credits
    Share-based
    payments
             Income
    taxes
          Contingencies and
    litigation
   ASML ANNUAL REPORT 2009
 F-12




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##### Table of Contents



Net income (loss)
    per ordinary share
      As of December 31

2007


2008


2009(in thousands, except per share data)

EUR


EUR


EURBasic EPS computation:Net income (loss) available to holders of common shares


671,001



322,370



(150,925
)Weighted average number of shares outstanding (after
    deduction of treasury stock) during the year


462,406



431,620



432,615Basic earnings per share


1.45



0.75



(0.35
)Diluted EPS computation:Net income (loss) available to holders of common shares


671,001



322,370



(150,925
)Plus interest on assumed conversion of convertible subordinated
    notes, net of taxes


11,850







Net income (loss) available to holders of common shares plus
    effect of assumed conversions


682,851



322,370



(150,925
)Weighted average number of shares:


462,406



431,620



432,615Plus shares applicable to:Stock options


4,569



2,585



Convertible subordinated notes


18,668







Dilutive potential common shares


23,237



2,585



Adjusted weighted average number of
    shares1


485,643



434,205



432,615Diluted earnings per
    share1


1.41



0.74



(0.35
)   1
    The calculation of diluted net
    income (loss) per ordinary share assumes the exercise of options
    issued under ASML stock option plans for periods in which
    exercises would have a dilutive effect. The calculation of
    diluted net income (loss) per ordinary share does not assume
    exercise of such options when such exercises would be
    anti-dilutive.   Comprehensive
    income
       New U.S.
    GAAP Accounting Pronouncements
 Form 20-F
  ASML ANNUAL REPORT 2009
 F-13




---



##### Table of Contents



820-10-65-4,
      2009-13, 2009-13 605-25) 2009-13
   2009-14, 2009-14 985-605) 2009-14
   2009-14
   2. Fair value
    measurements
   
    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.     ASML ANNUAL REPORT 2009
 F-14




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##### Table of Contents



Financial assets
    and financial liabilities measured at fair value on a recurring
    basis
    over-the-counter
              As of December 31, 2008

Level 1


Level 2


Level 3


Total(In thousands)

EUR


EUR


EUR


EURAssetsDerivative financial
    instruments1






92,446







92,446Cash and cash equivalents






1,109,184







1,109,184Total






1,201,630







1,201,630LiabilitiesLong-term
    debt2






647,050







647,050Derivative financial
    instruments1






67,794







67,794Total






714,844







714,844   As of December 31, 2009

Level 1


Level 2


Level 3


Total(In thousands)

EUR


EUR


EUR


EURAssetsDerivative financial
    instruments1






103,384







103,384Cash and cash equivalents






1,037,074







1,037,074Total






1,140,458







1,140,458LiabilitiesLong-term
    debt2






663,102







663,102Derivative financial
    instruments1






17,471







17,471Total






680,573







680,573    1
    The derivative financial
    instruments consist of forward contracts and interest rate
    swaps. See Note 3, Market risks and derivatives.2
    The long-term debt mainly relates
    to the Companys EUR 600 million Eurobond and
    excludes accrued interest. For further details see Note 14,
    Long-term debt.     ASML ANNUAL REPORT 2009
 F-15




---



##### Table of Contents



Assets and
    liabilities measured at fair value on a nonrecurring
    basis
       3. Market risks
    and derivatives
       Foreign currency
    risk management
                Interest rate
    risk management
   ASML ANNUAL REPORT 2009
 F-16




---



##### Table of Contents



Financial
    instruments
    2008





2009Notional





NotionalAs of December 31

Amount


Fair Value


Amount


Fair Value(In thousands)

EUR


EUR


EUR


EURCurrency
    contracts1


896,642



(38,521
)


527,816



7,428Interest rate
    swaps2


641,500



63,173



641,500



78,485   (Source:
    Bloomberg Finance LP)
 1
    Relates to forward contracts
    assigned as a hedge to forecasted sales and purchase
    transactions, to monetary assets and liabilities and to net
    investments in foreign operations (only 2008), mainly in
    U.S. dollar and Japanese Yen2
    Relates to interest rate swaps
    assigned as a hedge to interest bearing assets and liabilities
    mainly related to the EUR 600 million Eurobond; the
    fair value of the interest rate swaps includes accrued interest   Credit risk
    management
          Liquidity and
    Capital risk management
            ASML ANNUAL REPORT 2009
 F-17




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##### Table of Contents



4. Cash and cash
    equivalents
       5. Accounts
    receivable
   As of December 31

2008


2009(in thousands)

EUR


EURAccounts receivable, gross


464,703



380,678Allowance for doubtful receivables


(1,430
)


(3,239
)Accounts receivable, net


463,273



377,439         2008


2009(in thousands)

EUR


EURBalance at beginning of year


(1,385
)


(1,430
)Utilization of the provision


143



80Addition for the
    year1


(188
)


(1,889
)Balance at end of year


(1,430
)


(3,239
)   1
    Addition for the year is recorded
    in cost of sales.  ASML ANNUAL REPORT 2009
 F-18




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##### Table of Contents



6. Finance
    receivables
   As of December 31

2008


2009(in thousands)

EUR


EURFinance receivables, gross


40,866



22,444Unearned interest


(3,611
)


(891
)Finance receivables, net


37,255



21,553Current portion of finance receivables, gross


6,781



22,444Current portion of unearned interest


(556
)


(891
)Non-current portion of finance receivables, net


31,030



      (in thousands)

EUR2010


22,4442011


2012


2013


2014


Thereafter


Total


22,444    7.
    Inventories
   As of December 31

2008


2009(in thousands)

EUR


EURRaw materials


140,615



175,045Work-in-process


655,505



799,390Finished products


392,910



214,248Total inventories, gross


1,189,030



1,188,683Allowance for obsolescence and/or lower market value


(189,880
)


(225,301
)Total inventories, net


999,150



963,382      2008


2009(in thousands)

EUR


EURBalance at beginning of year


(129,045
)


(189,880
)Addition for the year


(139,628
)


(86,636
)Effect of exchange rates


(17
)


(260
)Release of the provision


2,113



Utilization of the provision


76,697



51,475Balance at end of year


(189,880
)


(225,301
)   ASML ANNUAL REPORT 2009
 F-19




---



##### Table of Contents



ramp-up
   8. Other
    assets
   As of December 31

2008


2009(in thousands)

EUR


EURAdvance payments to Zeiss


103,798



73,759Prepaid expenses


57,471



46,808Derivative instruments


39,240



47,436VAT


18,693



25,211Other


16,875



25,532Total other current assets


236,077



218,746    work-in-process
           As of December 31

2008


2009(in thousands)

EUR


EURDerivative instruments


53,206



55,948Loan to Micronic


13,000



Compensation plan
    assets1


7,103



8,520Prepaid expenses


5,542



5,893Subordinated loan granted to lessorin respect of Veldhoven
    headquarters2


5,445



5,445Other


3,901



1,248Total other non-current assets


88,197



77,054   1
    For further details on compensation
    plan see Note 16.2
    For further details on loan granted
    to lessor in respect of Veldhoven headquarters see Note 15.        ASML ANNUAL REPORT 2009
 F-20




---



##### Table of Contents



9.
    Goodwill
   2008


2009(in thousands)

EUR


EURCostBalance, January 1


128,271



131,453Effect of exchange rates


3,182



9Balance, December 31


131,453



131,462Carrying amount, December 31


131,453



131,462        
    Cash flow projections for the first six years are based on a
    significant growth scenario, reflecting the
    start-up
    nature of Brion. The projections are built
    bottom-up,
    using estimates for revenue, gross profit, R&D costs and
    SG&A costs.
    Brion would reach maturity in the final year of this six year
    start-up
    period and grow at a weighted average growth rate of three
    percent, which Management believes is a reasonable estimate that
    does not exceed the long-term historical average growth rate for
    the lithography business in which Brion operates.
    A discount rate of 14.7 percent representing Brions
    weighted average cost of capital (WACC) is determined using an
    adjusted version of the Capital Asset Pricing Model. Since Brion
    is not financed with debt, WACC is assumed to equal Brions
    cost of equity. The discount rate increased compared to the
    prior year reflecting the increased market uncertainty.     ASML ANNUAL REPORT 2009
 F-21




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##### Table of Contents



10. Other
    intangible assets
   Intellectual


Developed


Customer


In-processproperty


technology


relationships


R&D


Other


Total(in thousands)

EUR


EUR


EUR


EUR


EUR


EURCostBalance, January 1, 2008


47,215



23,901



8,063



23,148



2,141



104,468Additions


35



















35Effect of exchange rates






593



200







54



847Balance, December 31, 2008


47,250



24,494



8,263



23,148



2,195



105,350Additions






















Effect of exchange rates






1











1



2Balance, December 31, 2009


47,250



24,495



8,263



23,148



2,196



105,352Accumulated amortization and impairmentBalance, January 1, 2008


37,797



3,765



839



23,148



724



66,273Amortization


5,780



3,840



1,005







867



11,492Impairment charges






552















552Effect of exchange rates






249



50







42



341Balance, December 31, 2008


43,577



8,406



1,894



23,148



1,633



78,658Amortization


3,436



4,019



1,075







254



8,784Impairment charges






















Effect of exchange rates






(157
)


(42
)






(19
)


(218
)Balance, December 31, 2009


47,013



12,268



2,927



23,148



1,868



87,224Carrying amountDecember 31, 2008


3,673



16,088



6,369







562



26,692December 31, 2009


237



12,227



5,336







328



18,128               (in thousands)

EUR2010


5,2082011


5,0012012


5,0012013


1,6982014


1,037Thereafter


183Total


18,128   ASML ANNUAL REPORT 2009
 F-22




---



##### Table of Contents



11. Property,
    plant and equipment
   Land,


Machinery





Furniture,buildings and


and


Leasehold


fixtures and otherconstructions


equipment


improvements


equipment


Total(in thousands)

EUR


EUR


EUR


EUR


EURCostBalance, January 1, 2008


183,159



466,930



149,117



257,102



1,056,308Additions


172,002



107,093



12,319



30,625



322,039Disposals


(382
)


(91,024
)


(8,037
)






(99,443
)Effect of exchange rates


752



399



425



570



2,146Balance, December 31, 2008


355,531



483,398



153,824



288,297



1,281,050Additions


74,135



179,050



3,484



7,258



263,927Disposals


(2,247
)


(127,152
)


(2,403
)


(9,457
)


(141,259
)Effect of exchange rates


360



(2,162
)


61



386



(1,355
)Balance, December 31, 2009


427,779



533,134



154,966



286,484



1,402,363Accumulated depreciation and impairmentBalance, January 1, 2008


47,049



336,989



92,839



198,537



675,414Depreciation


6,604



54,081



14,961



31,918



107,564Impairment charges


266



22,324



423



1,544



24,557Disposals


(558
)


(59,671
)


(7,201
)






(67,430
)Effect of exchange rates


548



(255
)


80



(68
)


305Balance, December 31, 2008


53,909



353,468



101,102



231,931



740,410Depreciation


22,611



63,614



15,851



27,568



129,644Impairment charges






11,185



155



4,556



15,896Disposals


(2,247
)


(88,815
)


(2,191
)


(9,298
)


(102,551
)Effect of exchange rates


(30
)


41



12



235



258Balance, December 31, 2009


74,243



339,493



114,929



254,992



783,657Carrying amountDecember 31, 2008


301,622



129,930



52,722



56,366



540,640December 31, 2009


353,536



193,641



40,037



31,492



618,706                  ASML ANNUAL REPORT 2009
 F-23




---



##### Table of Contents



12. Accrued and
    other liabilities
   As of December 31

2008


2009(in thousands)

EUR


EURDeferred revenue


262,209



219,378Costs to be paid


190,225



208,684Advances from customers


169,250



274,074Personnel related items


130,651



114,255Derivative instruments


67,794



17,471Standard warranty reserve


35,225



23,208Other


4,472



4,650Total accrued and other liabilities


859,826



861,720Less: long-term portion of accrued and other liabilities


70,038



44,359Short-term portion of accrued and other liabilities


789,788



817,361               ASML ANNUAL REPORT 2009
 F-24




---



##### Table of Contents



2008


2009(in thousands)

EUR


EURBalance, January 1


73,198



35,225Additions of the year


30,322



15,047Utilization of the reserve


(35,233
)


(19,360
)Release of the reserve


(33,409
)


(7,666
)Effect of exchange rates


347



(38
)Balance, December 31


35,225



23,208         Year ended December 31

2008(in thousands, except per share data)

EUR


%Income from operations


33,409



11.6%Net income


24,890



7.7%Basic net income per ordinary share


0.06



8.0%Diluted net income per ordinary share


0.06



8.1%    13.
    Provisions
   Employee contract


Lease contracttermination benefits


termination costs


Total(in thousands)

EUR


EUR


EURBalance at January 1, 2009


2,265



17,908



20,173Utilization of the provision


(2,244
)


(2,747
)


(4,991
)Unwinding of discount






136



136Effect of exchange rates


(21
)


(99
)


(120
)Balance at December 31, 2009






15,198



15,198Less: current portion of provisions






2,504



2,504Non-current portion of provisions






12,694



12,694            ASML ANNUAL REPORT 2009
 F-25




---



##### Table of Contents



14. Long-term
    debt
   (in thousands)

EUR2010


142011


2012


2013


2014


Thereafter


600,000Total


600,014Less: current portion of long-term debt


14Non-current portion of long-term debt


600,000    Eurobond
   As of December 31

2008


2009(in thousands)

EUR


EUR5.75 percent EurobondPrincipal amount


600,000



600,000Fair value interest rate
    swaps1


47,050



63,088Total


647,050



663,088   1
    The fair value of the interest rate
    swaps excludes accrued interest.        2008








2009Principal


Carrying





Principal


CarryingAs of December 31

Amount


Amount


Fair Value


Amount


Amount


Fair Value(in thousands)

EUR


EUR


EUR


EUR


EUR


EUR5.75 percent Eurobond


600,000



647,050



345,585



600,000



663,088



599,232   (Source: Bloomberg Finance LP)
     ASML ANNUAL REPORT 2009
 F-26




---



##### Table of Contents



Lines of
    credit
       15. Commitments,
    contingencies and guarantees
    Lease Commitments
    and Variable Interests
           810-10-15-14.
        ASML ANNUAL REPORT 2009
 F-27




---



##### Table of Contents



Tabular
    Disclosure of Contractual Obligations
   Less than


1-3


3-5


After 5Payments due by period

Total


1 year


years


years


years(in thousands)

EUR


EUR


EUR


EUR


EURLong Term Debt Obligations, including
    interest
    expenses1


939,102



34,514



69,000



69,000



766,588Operating Lease Obligations


130,374



33,077



43,150



27,912



26,235Purchase Obligations


1,431,247



1,388,902



40,985



788



572Unrecognized Tax Benefits


133,270



8,535



41,544



35,699



47,492Total Contractual Obligations


2,633,993



1,465,028



194,679



133,399



840,887   1
    See Note 14 to the
    consolidated financial statements for the amounts excluding
    interest expense.           Less than


1-3


3-5


After 5Purchase options due by period

Total


1 year


years


years


years(in thousands)

EUR


EUR


EUR


EUR


EURPurchase options


55,736







8,250



8,999



38,487          16. Employee
    benefits
   Deferred
    compensation plans
   ASML ANNUAL REPORT 2009
 F-28




---



##### Table of Contents



Pension
    plans
               Year ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURPension plan based on multi-employer union plan


26,485



30,579



30,930Pension plans based on defined contribution


6,993



8,466



8,895Total


33,478



39,045



39,825    Bonus
    plan
   Year ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURBonus expenses


8,934



7,756



9,167   ASML ANNUAL REPORT 2009
 F-29




---



##### Table of Contents



Year ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURBonus expenses


5,335



5,031



5,222    Profit-sharing
    plan
    Share-based
    payments
         Weighted averageNumber of


exercise price peroptions


share (EUR)Outstanding, January 1, 2007


23,423,350



23.40Granted


1,438,100



8.59Exercised


(4,345,322
)


15.29Forfeited


(172,560
)


13.33Expired


(5,293,469
)


33.40Outstanding, December 31, 2007


15,050,099



20.89Granted


990,526



14.38Exercised


(1,119,426
)


12.03Forfeited


(984,832
)


11.99Expired


(2,008,620
)


17.02Outstanding, December 31, 2008


11,927,747



22.53Granted


65,300



19.39Exercised


(1,014,287
)


10.73Forfeited


(162,313
)


14.93Expired






Transfer to/from Board of
    Management1


79,536



23.40Outstanding, December 31, 2009


10,895,983



23.74Exercisable, December 31, 2009


9,688,912



24.81Exercisable, December 31, 2008


9,731,391



24.29Exercisable, December 31, 2007


10,696,587



24.37   1
    In 2009, as a result of a change in
    the Board of Management stock options were transferred between
    employee benefits and Board of Management remuneration.     ASML ANNUAL REPORT 2009
 F-30




---



##### Table of Contents



Number





Weighted average


Weighted averageoutstanding


Number exercisable


remaining


exercise price ofRange of exercise

December 31,


December 31,


contractual life


outstanding optionsprices (EUR)

2009


2009


(years)


(EUR)0.15 - 7.94


622,674



569,468



0.34



1.568.17 - 12.62


4,465,707



3,901,134



5.19



11.4212.75 - 19.13


1,652,408



1,403,235



6.30



17.2119.45 - 29.18


564,264



224,145



8.02



23.3029.65 - 44.48


21,000



21,000



2.07



36.8945.02 - 67.53


3,569,930



3,569,930



2.07



46.02Total


10,895,983



9,688,912



4.51



23.74      As of December 31(in thousands, except for contractual term)

2007


2008


2009Aggregate intrinsic value of stock options exercised (EUR)


33,273



5,894



10,140Total fair value at vesting date of shares vested during the
    year (EUR)


127



4,288



8,465Aggregate remaining contractual term of currently exercisable
    options (years)


3.72



4.83



4.03Aggregate intrinsic value of exercisable stock options (EUR)










Aggregate intrinsic value of outstanding stock options (EUR)










7,398      ConditionallyConditionally


Number of











outstandingoutstanding stock


conditionally


Stock








stock at


End ofat January 1,


stock


price


Forfeited/





December 31,


vestingShare plan

Year


2009


granted


(EUR)


expired


Vested


2009


periodEmployee plan


2007



45,151







24.26



(1,385
)






43,766



19-10-2010Brion stock plan


2007



221,349







17.50







(110,675
)


110,674



07-03-2010Brion performance stock plan


2007



81,490







23.12







(40,822
)


40,668



31-12-2010New hire performance stock plan


2007



24,546







22.00











24,546



31-12-2010Senior management
    plan1


2007



69,074







17.80



(35,101
)






33,973



19-10-2010Employee plan


2008



35,761







14.87



(719
)






35,042



18-07-2011Brion performance stock plan


2008



200,032







12.95







(67,376
)


132,656



31-12-2011New hire performance stock plan


2008



39,408







14.83











39,408



31-12-2010Senior management plan


2008







88,072



13.05











88,072



18-07-2011Employee plan


2009







93,050



19.85











93,050



16-10-2012Total






716,811



181,122







(37,205
)


(218,873
)


641,855   1
    In 2009, as a result of a change in
    the Board of Management stock was transferred between employee
    benefits and Board of Management remuneration.     ASML ANNUAL REPORT 2009
 F-31




---



##### Table of Contents



As of December 31

2007


2008


2009Weighted average share price (in EUR)


24.0



12.5



16.7Volatility (in percentage)


29.0



54.5



51.7Expected life (in years)


4.9



4.9



4.6Risk free interest rate


4.4



4.4



3.2Expected dividend yield (in EUR)






1.15



1.06Forfeiture
    rate1










   1
    As of the three years ended
    December 31, 2009 forfeitures are estimated to be nil.      Share-based
    payment plans
       Senior management
    plan
       Employee
    plan
    New hire
    performance stock plan
    Brion share-based
    payment plans
   ASML ANNUAL REPORT 2009
 F-32




---



##### Table of Contents



Brion stock
    plan
    Brion performance
    stock plan
    Brion stock
    option plan
    Stock Option
    Extension Plans and Financing
          Policy for
    issuing shares upon exercise
    17. Legal
    contingencies
 and/or
        ASML ANNUAL REPORT 2009
 F-33




---



##### Table of Contents



18. Income
    taxes
   Year Ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURNetherlands


461,682



141,418



(269,374
)Non-Netherlands


386,471



168,226



97,824Total


848,153



309,644



(171,550
)            Year Ended December 31

2007





2008





2009(in thousands)

EUR


%


EUR


%


EUR


%Income (loss) from operations before income taxes


848,153



100.0



309,644



100.0



(171,550
)


100.0Income tax (expense) benefit based on Netherlands rate


(216,279
)


25.5



(78,959
)


25.5



43,745



25.5Change in statutory tax rate


6



















Different tax rates


16,538



(1.9
)


26,764



(8.6
)


18,482



10.8Other credits and non-taxable items


22,583



(2.7
)


64,921



(21.0
)


(41,602
)


(24.3
)(Provision for) benefit from income taxes shown in the
    consolidated statements of operations


(177,152
)


20.9



12,726



(4.1
)


20,625



12.0       non-Netherlands
           ASML ANNUAL REPORT 2009
 F-34




---



##### Table of Contents



Year Ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURCurrentNetherlands


(96,751
)


45,165



7,886Non-Netherlands


(86,962
)


(16,502
)


(21,426
)DeferredNetherlands


9,213



(15,614
)


41,196Non-Netherlands


(2,652
)


(323
)


(7,031
)Total


(177,152
)


12,726



20,625      As of December 31

2008


2009(in thousands)

EUR


EURDeferred tax position


134,268



194,486Liability for unrecognized tax benefits


(124,202
)


(133,270
)Total


10,066



61,216               2008


2009(In millions)

EUR


EURBalance, January 1


110.3



124.2Gross increases  tax positions in prior period


13.0



6.4Gross decreases  tax positions in prior period


(6.5
)


(1.8
)Gross increases  tax positions in current period


15.2



10.6Settlements


(5.0
)


(4.3
)Lapse of statute of limitations


(2.8
)


(1.8
)Balance, December 31


124.2



133.3   ASML ANNUAL REPORT 2009
 F-35




---



##### Table of Contents



As of December 31

2008


2009(in thousands)

EUR


EURDeferred tax assets  short term


71,780



119,404Deferred tax assets  long-term


148,133



133,263Deferred tax liabilities  short term


(148
)


(3,047
)Deferred tax liabilities  long-term


(85,497
)


(55,134
)Total


134,268



194,486         As of December 31

2008


2009(in thousands)

EUR


EURTax effect carry-forward losses


57,832



107,060Bilateral Advance Pricing Agreement


20,856



14,390Research and Development Costs


43,522



21,982Inventories and
    work-in-progress


33,298



30,515Restructuring and impairment


12,840



8,004Temporary depreciation investments


(72,587
)


(36,293
)Other temporary differences


38,507



48,828Total


134,268



194,486            ASML ANNUAL REPORT 2009
 F-36




---



##### Table of Contents



work-in-progress work-in-process.
            19. Segment
    disclosure
         Year Ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURNew systems


3,254,198



2,346,337



993,260Used systems


97,083



170,425



181,598Total net system sales


3,351,281



2,516,762



1,174,858   ASML ANNUAL REPORT 2009
 F-37




---



##### Table of Contents



Year Ended December 31

Net sales


Identifiable assets(in thousands)

EUR


EUR2007Japan


270,068



39,666Korea


1,019,733



21,888Singapore


204,673



4,989Taiwan


794,113



53,534Rest of Asia


283,076



824,524Europe


344,013



2,602,672United States


852,509



359,389Total


3,768,185



3,906,6622008Japan


437,202



239,746Korea


909,941



12,204Singapore


72,245



5,174Taiwan


361,808



62,509Rest of Asia


252,713



374,285Europe


280,040



2,750,007United States


639,729



337,324Total


2,953,678



3,781,2492009Japan


41,075



103,399Korea


377,677



24,931Singapore


155,825



7,987Taiwan


440,222



63,502Rest of Asia


144,004



398,959Europe


68,652



2,572,665United States


368,608



406,464Total


1,596,063



3,577,907          20. Board of
    Management and Supervisory Board remuneration
   ASML ANNUAL REPORT 2009
 F-38




---



##### Table of Contents



Base salary,
    benefits and short-term performance cash bonus
   2007


2008


2009Year Ended December 31

EUR


EUR


EURSalaries


2,010,000



2,073,000



2,106,333Bonuses


940,781



988,236
1


1,303,821
2Pension cost


221,958



249,072



253,683Other
    benefits3


245,968



266,625



269,617Total


3,418,707



3,576,933



3,933,454   1
    The bonuses relate for an amount of
    EUR 629,255 to the first half of 2008 and for an amount of EUR
    358,981 for the second half of 2008, which was partly paid in
    cash, partly in shares.2
    As a response to the financial and
    economic crisis in 2009, the Company decided to postpone the
    Board of Managements payment of the 2009 cash bonus
    (variable pay). Payment will be postponed until the cumulative
    income from operations after two consecutive quarters, after
    December 31, 2009, is at least EUR 100 million.3
    Other benefits include housing
    costs, company car costs, social security costs, health and
    disability insurance costs and representation allowances.     Cash bonus tobe paid in


OtherBase Salary


future
    years1


benefits2


TotalEUR


EUR


EUR


EURE. Meurice


735,000



507,150



141,377



1,383,527P.T.F.M. Wennink


455,000



251,160



44,886



751,046M.A. van den Brink


483,000



266,616



44,992



794,608F.J. van Hout


400,000



220,800



35,199



655,999F.
    Schneider-Maunoury3


33,333



58,095



3,163



94,591  1
    As a response to the financial and
    economic crisis in 2009, the Company decided to postpone the
    Board of Managements payment of the 2009 cash bonus
    (variable pay). Payment will be postponed until the cumulative
    income from operations after two consecutive quarters, after
    December 31, 2009, is at least EUR 100 million.2
    Other benefits include housing
    costs, company car costs, social security costs, health and
    disability insurance costs and representation allowances.3
    Base salary and other benefits
    relate to December 2009. Mr. Schneider-Maunourys base
    salary for a full year amounts to EUR 400,000.
    Mr. Schneider-Maunourys appointment to ASMLs
    Board of Management is subject to notification of the General
    Meeting of Shareholders, scheduled to be held on March 24,
    2010.      1
  2009EURE. Meurice


91,950P.T.F.M. Wennink


56,317M.A. van den Brink


59,880F.J. van Hout


40,800F.
    Schneider-Manoury2


4,736   1
    Since the pension arrangement for
    members of the Board of Management is a defined contribution
    plan, the Company does not have additional pension obligations
    beyond the annual premium contribution.2
    Pension benefits relate to December
    2009. Mr. Schneider-Maunourys appointment to
    ASMLs Board of Management is subject to notification of
    the General Meeting of Shareholders, scheduled to be held on
    March 24, 2010.  ASML ANNUAL REPORT 2009
 F-39




---



##### Table of Contents



Performance Stock
    Options
      Actual number of performance stock


Maximum number of performance stockoptions which were awarded in 2009


options which will be awarded in 2010for 2008 actual achievement


for 2009 actual
    achievement1E. Meurice


42,448



84,895P.T.F.M. Wennink


26,277



52,554M.A. van den Brink


27,894



55,788F.J. van Hout






46,201   1
    The numbers are based on a latest
    estimate. The actual numbers of performance stock options will
    be determined by the remuneration committee in February 2010.     Share priceJan. 1,


Exercised


Expired


Dec. 31,


Exercise


on exercise


Expiration2009


during 2009


during 2009


2009


price


date


dateE. Meurice


125,000











125,000



10.62







15-10-201412,500











12,500



11.52







21-01-201557,770











57,770



11.53







19-01-201588,371











88,371



17.90







18-01-201695,146











95,146



20.39







17-01-201742,448











42,448



17.20







04-02-2018P.T.F.M. Wennink


31,500











31,500



58.00







20-01-201232,379











32,379



11.53







19-01-201556,236











56,236



17.90







18-01-201658,964











58,964



20.39







17-01-201726,277











26,277



17.20







04-02-2018M.A. van den Brink


31,500











31,500



58.00







20-01-201240,473



40,473











11.53



17.90



19-01-201559,098











59,098



17.90







18-01-201661,644











61,644



20.39







17-01-201727,894











27,894



17.20







04-02-2018F.J. van Hout


4,100











4,100



7.88







20-01-201316,365











16,365



10.11







18-07-201310,000











10,000



17.34







19-01-201420,000











20,000



12.02







16-07-20149,000











9,000



11.56







15-04-201514,000











14,000



17.90







20-10-20161,388











1,388



24.26







19-10-20178,000











8,000



14.87







18-07-20183,987











3,987



11.43







17-10-2018   ASML ANNUAL REPORT 2009
 F-40




---



##### Table of Contents



Performance
    Stock
      Actual number of


Maximum number of


Maximum number of


Maximum number ofperformance stock


performance stock


performance stock


performance stockgranted in 2006


granted in 2007 to be


granted in 2008 to be


granted in 2009 to beawarded in 2009


awarded in
    20101


awarded in 2011


awarded in 2012E. Meurice


72,136



66,338



57,002



57,002P.T.F.M. Wennink


45,905



41,111



35,287



35,287M.A. van den Brink


48,241



42,980



37,458



37,458F.J. van
    Hout2






1,667



4,000



31,021   1
    The actual number of performance
    stock will be determined by the RemunerationCommittee in the
    first half of 2010.2
    The 2007 and 2008 grants relate to
    services provided by Mr. van Hout prior to his appointment as a
    member of the Board of Management   Benefits upon
    termination of employment
          Supervisory
    Board
      ASML ANNUAL REPORT 2009
 F-41




---



##### Table of Contents



2008


2009Year ended December 31




EUR


EUROB Bilous






95,000



95,000J.A.
    Dekker1






60,000



15,000J.W.B. Westerburgen






60,000



60,000F.W. Fröhlich






55,000



55,000A.P.M. van der Poel






80,000



80,000H.C.J. van den Burg






47,500



47,500W.T. Siegle






77,500



79,375W.
    Ziebart2










43,125P.F.M. van der Meer
    Mohr2,3










47,500    1
    
    Membership ended March 26,
    2009.2
    
    Membership started March 26,
    2009.3
    
    The amount paid to Ms. P. van
    der Meer Mohr in 2009 consists of an amount paid to Ms. P.
    van der Meer Mohr as observer to the Supervisory Board prior to
    her appointment, and an amount for her membership of the
    Supervisory Board and Remuneration Committee.        2010Year ended December 31







EUROB Bilous










95,000H.C.J. van den Burg










47,500F.W. Fröhlich










55,000P.F.M. van der Meer Mohr










47,500A.P.M. van der Poel










80,000W.T. Siegle










80,000J.W.B. Westerburgen










60,000W. Ziebart










57,500       and/or
   21. Selected
    operating expenses and additional information
   Year ended December 31

2007


2008


2009(in thousands)

EUR


EUR


EURWages and salaries


469,214



477,374



436,817Social security expenses


35,905



37,877



38,533Pension and retirement expenses


33,478



39,045



39,825Share-based payments


16,506



13,535



13,465Total


555,103



567,831



528,640   ASML ANNUAL REPORT 2009
 F-42




---



##### Table of Contents



Year ended December 31

2007


2008


2009Research and development


1,831



2,042



2,014Goodsflow


1,699



1,936



1,749Industrial engineering










269Customer support


2,475



2,346



1,893General


468



488



497Sales


109



118



126Total


6,582



6,930



6,548           22. Research and
    development costs
    23. Interest
    income and expense
       24. Vulnerability
    due to certain concentrations
       25. Capital
    stock
   Share
    capital
      ASML ANNUAL REPORT 2009
 F-43




---



##### Table of Contents



Ordinary
    shares
 and/or and/or
         Cumulative
    preference shares
            ASML ANNUAL REPORT 2009
 F-44




---



##### Table of Contents



Dividend
    proposal
       26. Purchases of
    Equity Securities by the Issuer and Affiliated
    Purchasers
   Total valueTotal Number


Maximum


of Sharesof Shares


Number of


Purchased asPurchased as


Shares That


Part of PubliclyAverage


Part of Publicly


May Yet be


AnnouncedTotal Number


Price Paid


Announced


Purchased


Plans orof Shares


per Share


Plans or


Under the


Programs (inProgram

Period


purchased


(EUR)


Programs


Programs


EUR million)2006-2007 Share
    program


May 17-26, 2006



6,412,920



15.59



6,412,920



19,037,376



1002006-2007 Share
    program


June 7-30, 2006



13,517,078



15.81



19,929,998



5,520,298



3142006-2007 Share
    program


July 3-13, 2006



5,520,298



15.62



25,450,296







4002006-2007 Share
    program


October 12, 2006



14,934,843



18.55



14,934,843







2772006-2007 Share
    program


February 14-23, 2007



8,000,000



19.53



8,000,000







156Capital repayment program 2007


September - October 2007



55,093,409



18.36



55,093,409







1,0122007-2008 Share
    program


November 14-26, 2007



9,000,000



22.62



9,000,000



5,000,000



2042007-2008 Share
    program


January 17-22, 2008



5,000,000



17.52



14,000,000







292    2006-2007 Share
    program
   ASML ANNUAL REPORT 2009
 F-45




---



##### Table of Contents



Capital repayment
    program 2007
    2007-2008 Share
    program
    2007-2008 share
      Authorization of
    share repurchases
   ASML ANNUAL REPORT 2009
 F-46




---



##### Table of Contents



27. Subsequent
    Events
   
             ASML ANNUAL REPORT 2009
 F-47




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm                     
      ASML ANNUAL REPORT 2009
 F-48




---



##### Table of Contents



Exhibits
  ASML ANNUAL REPORT 2009




---



##### Table of Contents








---



##### Table of Contents



Exhibit Index
     Exhibit No.

Description1

Articles of Association of ASML Holding N.V. (English
    translation) (Incorporated by reference to Amendment No.
    11 to the Registrants Registration Statement on
    Form 8-A/A,
    filed with the Commission on November 2, 2007)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 ASML 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) #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) #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) #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) #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))




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##### Table of Contents



Exhibit No.

Description4.26

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))8.1

List of Material Subsidiaries*12.1

Certification of CEO and CFO Pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934*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*15.1

Consent of Deloitte Accountants B.V.*    *
    
    Filed at the Commission herewith#
    
    Certain information omitted
    pursuant to a request for confidential treatment filed
    separately with the Securities and Exchange Commission