##### 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, 2008
  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
 Email: 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)              432,073,534 Ordinary Shares
 (nominal value EUR 0.09 per share)
   ü
    ü
     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 2008




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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 Equipment17 Item 4A
    Unresolved Staff Comments17 Item 5
    Operating and Financial Review and ProspectsA. Operating ResultsB. Liquidity and Capital ResourcesC. Research and Development, Patents and
    Licenses, etcD. Trend InformationE. Off-Balance Sheet ArrangementsF. Tabular Disclosure of Contractual
    ObligationsG. Safe Harbor38 Item 6 Directors,
    Senior Management and EmployeesA. Directors and Senior ManagementB. CompensationC. Board PracticesD. EmployeesE. Share Ownership45 Item 7
    Major Shareholders and Related Party TransactionsA. Major ShareholdersB. Related Party TransactionsC. Interests of Experts &
    Counsel47 Item 8
    Financial InformationA. Consolidated Statements and Other
    Financial InformationB. Significant Changes  ASML ANNUAL REPORT 2008




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##### Table of Contents



47 Item 9
    The Offer and ListingA. Offer and Listing DetailsB. Plan of DistributionC. MarketsD. Selling ShareholdersE. DilutionF. Expenses of the Issue48 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 Information54 Item 11
    Quantitative and Qualitative Disclosures About Market
    Risk57 Item 12
    Description of Securities Other Than Equity
    SecuritiesPart II58 Item 13
    Defaults, Dividend Arrearages and Delinquencies58 Item 14
    Material Modifications to the Rights of Security Holders and Use
    of Proceeds58 Item 15
    Controls and Procedures58 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 PurchasersG. Corporate GovernancePart III62 Item 17
    Financial Statements62 Item 18
    Financial Statements62 Item 19
    ExhibitsExhibit 8.1Exhibit 12.1Exhibit 13.1Exhibit 15.1    ASML ANNUAL REPORT 2008




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ASML ANNUAL REPORT 2008




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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 2008
 1




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##### Table of Contents



Five-Year
    Financial Summary
 Year ended December 31

20041,

    2


20051


20063


20073


2008(in thousands, except per share data)

EUR


EUR


EUR


EUR


EURConsolidated statements of operations dataNet sales


2,465,377



2,528,967



3,581,776



3,768,185



2,953,678Cost of sales


1,559,738



1,554,772



2,127,797



2,218,526



1,938,164Gross profit on sales


905,639



974,195



1,453,979



1,549,659



1,015,514Research and development costs


352,920



347,901



413,708



510,503



538,324Amortization of in-process research and development costs














23,148



Research and development credits


(21,961
)


(24,027
)


(27,141
)


(24,362
)


(22,196
)Selling, general and administrative costs


201,629



201,204



204,799



225,668



212,341Restructuring and merger and acquisition costs (credits)


(5,862
)














Income from operations


378,913



449,117



862,613



814,702



287,045Interest income (expense), net


(16,073
)


(14,094
)


(854
)


33,451



22,599Income from operations before income taxes


362,840



435,023



861,759



848,153



309,644(Provision for) benefit from income taxes


(127,380
)


(123,559
)


(243,211
)


(177,152
)4


12,726Net income


235,460



311,464



618,548



671,001



322,370Earnings per share dataBasic net income from continuing operations per ordinary share


0.49



0.64



1.30



1.45



0.75Basic and diluted net loss from operations per ordinary share


















Basic net income per ordinary share


0.49



0.64



1.30



1.45



0.75Diluted net income per ordinary share


0.49



0.64



1.26



1.41



0.74Number of ordinary shares used in
    computing per share amounts (in thousands)Basic


483,380



484,103



474,860



462,406



431,620Diluted


484,661



542,979



503,983



485,643



434,205   1
    The selected consolidated data for
    2004 and 2005 reflect the effects of our decision in December
    2002 to discontinue our Track business and divest our Thermal
    business which we substantially divested in October 2003.2
    The calculation of the number of
    ordinary shares used in computing diluted net income per
    ordinary share in 2004 does not assume conversion of ASMLs
    outstanding Convertible Subordinated Notes, as such conversions
    would have an anti-dilutive effect.3
    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 amounts for the years 2004 and 2005 have
    not been adjusted since the impact is not material. See
    note 1 to the consolidated financial statements.4
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.  ASML ANNUAL REPORT 2008
 2




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As of December 31

20041


20051


20063


20073,

    4


2008(in thousands, unless otherwise indicated)

EUR


EUR


EUR


EUR


EURConsolidated balance sheets dataCash and cash equivalents


1,228,130



1,904,609



1,655,857



1,271,636



1,109,184Working
    capital5


1,868,871



1,785,836



2,236,173



1,997,988



1,964,906Total assets


3,243,766



3,756,023



3,953,888



4,073,128



3,939,394Long-term liabilities


1,039,023



624,203



613,167



855,367



942,282Total shareholders equity


1,391,602



1,711,837



2,148,003



1,891,004



1,988,769Capital stock


9,675



9,694



10,051



39,206



38,887Consolidated statements of cash flows dataPurchases of property, plant and equipment


(74,979
)


(72,660
)


(70,619
)


(179,152
)


(259,770
)Depreciation, amortization and impairment


93,144



98,881



104,446



135,366



144,299Net cash provided by continuing operating activities


257,147



713,511



492,280



701,011



280,746Net cash used in discontinued operating activities


(5,880
)


(2,018
)










Net cash provided by total operating activities


251,267



711,493



492,280



701,011



280,746Acquisition of subsidiary (net of cash acquired)














(188,011
)


Net cash used in total investing activities


(60,398
)


(60,803
)


(70,629
)


(362,152
)


(259,805
)Net cash provided by (used in) total financing activities


18,871



2,879



(657,624
)6


(715,363
)6


(184,238
)Net increase (decrease) in cash and cash equivalents


200,324



676,479



(248,752
)


(384,221
)


(162,452
)Ratios and other dataIncrease (decrease) net sales (in percent)


59.8



2.6



41.6



5.2



(21.6
)Gross profit as a percentage of net sales


36.7



38.5



40.6



41.1



34.4Income from operations as a percentage of net sales


15.4



17.8



24.1



21.6



9.7Net income as a percentage of net sales


9.6



12.3



17.3



17.8



10.9Shareholders equity as a percentage of total assets


42.9



45.6



54.3



46.4



50.5Sales of systems (in units)


282



196



266



260



151Average selling price system sales


7.7



11.4



12.1



12.9



16.7Backlog of systems (in units) at year end


131



95



163



89



41Number of payroll employees in FTEs at year end from continuing
    operations


5,071



5,055



5,594



6,582



6,930Number of ordinary shares outstanding (in thousands) at year end


483,676



484,670



477,099



435,626
7


432,074Share price ASML at year
    end8


11.81



16.90



18.84



21.66



12.75Volatility % ASML shares
    (260 days)9


37.4



26.0



28.08



27.52



51.14Dividend per ordinary share in Euro














0.25



0.20   5
    Working capital is calculated as
    the difference between total current assets, including cash and
    cash equivalents, and total current liabilities.6
    Net cash used in financing
    activities includes, in 2006, an amount of EUR 678 million
    with respect to share buyback programs and, in 2007, 
    EUR 360 million, with respect to share buyback programs and
    EUR 1,012 million with respect to the return of capital to
    shareholders. In 2008 net cash used in financing activities
    mainly includes a EUR 108 million dividend payment and an
    amount of EUR 88 million for share buyback programs.7
    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).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 last 260
    business days of each year presented (source: Bloomberg Finance
    LP).  ASML ANNUAL REPORT 2008
 3




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Exchange Rate
    Information
         January 2009 (throughCalendar year

2004


2005


2006


2007


2008


January 21, 2009)Period End


1.35



1.18



1.32



1.46



1.39



1.29Average1


1.24



1.24



1.26



1.37



1.47



1.30High


1.36



1.35



1.33



1.49



1.60



1.31Low


1.18



1.17



1.19



1.29



1.24



1.28   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 2009 (throughMonths of

2008


2008


2008


2008


2008


2008


January 21, 2009)High


1.59



1.56



1.47



1.41



1.30



1.44



1.31Low


1.56



1.47



1.39



1.24



1.25



1.26



1.28  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;
    general economic conditions; and
    access to capital.        ASML ANNUAL REPORT 2008
 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 photolithography
    system;
    the value of ownership of that system based on its purchase
    price, maintenance costs, productivity and customer service and
    support;
    the strength and breadth of our portfolio of patents and other
    intellectual property rights; and
    our customers desire to obtain lithography equipment from
    more than one supplier.        ASML ANNUAL REPORT 2008
 5




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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
  
    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,  ASML ANNUAL REPORT 2008
 6




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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
      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.  ASML ANNUAL REPORT 2008
 7




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We Are
    Dependent on the Continued Operation of a Limited Number of
    Manufacturing Facilities
    Because of
    Labor Laws and Practices, Any Work force Reductions That We May
    Wish 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 2008
 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          Significant
    Effects of the Current Global Financial Market Crisis and
    Economic Downturn on ASML
      ASML ANNUAL REPORT 2008
 9




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2008(in thousands)

EURRestructuring costs


22,397Inventory obsolescence


94,601Impairments of property, plant and equipment


20,839Total


137,837      Impairment ofInventory


property, plantRestructuring costs


obsolescence


and equipment


Total(in thousands)

EUR


EUR


EUR


EURCost of sales


21,492



94,601



20,111



136,204Research and development costs










728



728Selling, general and administrative costs


905











905Total


22,397



94,601



20,839



137,837       Capital
    Expenditures and Divestitures
     B. Business
    Overview    Our Business
    Model
  
    offering ongoing improvements in productivity, imaging and
    overlay by introducing advanced technology based on modular
    platforms resulting in lower costs per product for our customers;  ASML ANNUAL REPORT 2008
 10




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
    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 research and development 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 re-furbishing services that effectively increase
    residual value by extending the life of equipment.   Market and
    Technology Overview
                  ASML ANNUAL REPORT 2008
 11




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set-up
      Products
          step-and-scan
                 ASML ANNUAL REPORT 2008
 12




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165
      Current ASML
    lithography product portfolio of Steppers and Step &
    Scan
    Systems 1
  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 200mm
    and 300mm wafer sizes;
    Wavelength refers to the speed of
    light divided by 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 nanometer 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 higher productivity
    and improved overlay.   Sales and
    Customer Support
             Customers and
    Geographic Regions
   ASML ANNUAL REPORT 2008
 13




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##### Table of Contents



Manufacturing,
    Logistics and Suppliers
     
    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 2008
 14




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Intellectual
    Property
       Patent
    cross-license with Canon
    Patent litigation
    with Nikon
   ASML ANNUAL REPORT 2008
 15




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Arbitration with
    Aviza Technology
       Dividend
    withholding tax
       Competition
  
    the technical performance characteristics of a photolithography
    system;
    the value of ownership of that system based on its purchase
    price, maintenance costs, productivity and customer service and
    support; and
    a strengthening of the euro particularly against the Japanese
    yen which results in lower prices and margins.      Government
    Regulation
  C. Organizational
    Structure  
     ASML ANNUAL REPORT 2008
 16




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D. Property,
    Plant and Equipment       and/or
      Facilities in
    Europe
    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 2008
 17




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Semiconductor
    equipment industry conditions
                  Year Ended December 31

2003

2004

2005

2006

2007Total units shipped

456

694

536

633

604Total value (in millions USD)

3,229

5,268

4,988

6,386

7,144   (Source: Gartner Dataquest)
      Business
    strategy
   ASML ANNUAL REPORT 2008
 18




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Customer
    focus
          30-40 percent
   Strategic
    investment in research and development
    cost-per-exposure
              ASML ANNUAL REPORT 2008
 19




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tm
   Operational
    excellence
       24-hour, days-a-week
      ASML operations
    update on key performance indicators
   Year ended December 31

2006 3





2007 3,4





2008(in millions, except market share and systems)

EUR





EUR





EURSalesMarket share (based on
    revenue)1


63%







65%







65%Net sales


3,582







3,768







2,954Increase / (decrease) in net sales


41.6%







5.2%







(21.6
)%Systems shipped (value)


3,214







3,351







2,517Systems shipped (number)


266







260







151Average selling price


12.1







12.9







16.7Systems backlog (value)


2,146







1,697







755Systems backlog (number)


163







89







41Average selling price


13.2







19.1







18.4Immersion systems shipped


23







38







56ProfitabilityGross profit


1,454



40.6%



1,550



41.1%



1,016



34.4%Income from operations


863



24.1%



815
2


21.6%



287



9.7%Net income


619



17.3%



671
2


17.8%



322



10.9%LiquidityCash and cash equivalents


1,656







1,272







1,109Operating cash flow


492







701







281   1
    According to the latest available
    data up to and including November 2008 as reported by SEMI, an
    independent semiconductor industry organization.  ASML ANNUAL REPORT 2008
 20




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##### Table of Contents



2
    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 research and development.3
    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. See note 1 to the consolidated financial
    statements.4
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.   Sales
    wait-and-see
         ramp-up 12-month
   Profitability
 10-15 percent 20-25 percent
        ASML ANNUAL REPORT 2008
 21




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Liquidity
           A. Operating
    Results   Significant
    Effects of the Current Global Financial Market Crisis and
    Economic Downturn on ASML
      ASML ANNUAL REPORT 2008
 22




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##### Table of Contents



2008(in
    thousands)




EURRestructuring costs







22,397Inventory obsolescence







94,601Impairments of property, plant and equipment







20,839Total







137,837      Impairment ofRestructuring


Inventory


property, plantcosts


obsolescence


and equipment


Total(in thousands)

EUR


EUR


EUR


EURCost of sales


21,492



94,601



20,111



136,204Research and development costs










728



728Selling, general and administrative costs


905











905Total


22,397



94,601



20,839



137,837       Critical
    accounting policies using significant estimates
    Revenue
    recognition
      ASML ANNUAL REPORT 2008
 23




---



##### Table of Contents



work-in-process
                  Warranty
 and/or
   Business
    combinations
      ASML ANNUAL REPORT 2008
 24




---



##### Table of Contents



Evaluation of
    long-lived assets for impairment and costs associated with exit
    or disposal activities
                   Inventories
 (first-in,
      Accounts
    receivable
   ASML ANNUAL REPORT 2008
 25




---



##### Table of Contents



Provisions
             Contingencies and
    litigation
      ASML ANNUAL REPORT 2008
 26




---



##### Table of Contents



Share-based
    compensation expenses
             Income
    tax
                  ASML ANNUAL REPORT 2008
 27




---



##### Table of Contents



2007


2008(in millions)

EUR


EURBalance, January 1


138.3



110.3Gross increases  tax positions in prior period


17.7



13.0Gross decreases  tax positions in prior period


(30.3
)


(6.5
)Gross increases  tax positions in current period


26.6



15.2Settlements


(35.5
)


(5.0
)Lapse of statute of limitations


(6.5
)


(2.8
)Balance, December 31


110.3



124.2                   2006-2010
      Results of
    Operations
   ASML ANNUAL REPORT 2008
 28




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##### Table of Contents



Year ended December 31

20061


20071,2


2008(in millions)

EUR


EUR


EURTotal net sales


3,581.8



3,768.2



2,953.7Cost of sales


2,127.8



2,218.5



1,938.2Gross profit on sales


1,454.0



1,549.7



1,015.5Research and development costs


413.7



510.5



538.3Amortization of in-process research and development costs






23.2



Research and development credits


(27.1
)


(24.4
)


(22.2
)Selling, general and administrative costs


204.8



225.7



212.3Income from operations


862.6



814.7



287.1Interest income (expense), net


(0.9
)


33.5



22.6Income from operations before income taxes


861.7



848.2



309.7(Provision for) benefit from income taxes


(243.2
)


(177.2
)


12.7Net income


618.5



671.0



322.4   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on Form 20-F, ASML detected and made a
    correction for a prior period error with respect to a release of
    deferred tax liabilities of EUR 8.7 million. This release was
    incorrectly recognized in the 2007 consolidated statement of
    operations under (provision for) benefit from income taxes
    instead of in equity under other comprehensive income. The 2007
    figures have been adjusted to reflect this correction. See Note
    1 to the consolidated financial statements.     Year ended December 31

20061


20071,2


2008(as percentage of net sales)Total net sales


100.0



100.0



100.0Cost of sales


59.4



58.9



65.6Gross profit on sales


40.6



41.1



34.4Research and development costs


11.6



13.5



18.2Amortization of in-process research and development costs






0.6



Research and development credits


(0.8
)


(0.6
)


(0.7
)Selling, general and administrative costs


5.7



6.0



7.2Income from operations


24.1



21.6



9.7Interest income, net






0.9



0.8Income from operations before income taxes


24.1



22.5



10.5(Provision for) benefit from income taxes


(6.8
)


(4.7
)


0.4Net income


17.3



17.8



10.9   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on Form 20-F, ASML detected and made a
    correction for a prior period error with respect to a release of
    deferred tax liabilities of EUR 8.7 million. This release was
    incorrectly recognized in the 2007 consolidated statement of
    operations under (provision for) benefit from income taxes
    instead of in equity under other comprehensive income. The 2007
    figures have been adjusted to reflect this correction. See Note
    1 to the consolidated financial statements.  ASML ANNUAL REPORT 2008
 29




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##### Table of Contents



Results of
    operations 2008 compared with 2007
  Consolidated
    sales and gross profit
   20071








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 systems recognized


146



114



260



89



62



151Total new systems recognized


131



104



235



74



41



115Total used systems recognized


15



10



25



15



21



36Gross profit on sales (% of sales)


41.3



41.0



41.1



40.3



25.6



34.4ASP for systems (EUR million)


11.5



14.7



12.9



17.4



15.7



16.7ASP for new systems (EUR million)


12.5



15.6



13.8



20.0



21.2



20.4ASP for used systems (EUR million)


2.8



5.5



3.9



4.6



4.9



4.8   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. See note 1 to the consolidated financial
    statements.         ramp-up
           ASML ANNUAL REPORT 2008
 30




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##### Table of Contents



Research and
    development
          Selling,
    general and administrative costs
    Net interest
    income
    Income
    taxes
    Results of
    operations 2007 compared with 2006
  Consolidated
    sales and gross profit
   20061








20071First


Second


Full


First


Second


Fullhalf year


half year


year


half year


half year


yearNet sales (EUR million)


1,565



2,017



3,582



1,879



1,889



3,768Net system sales (EUR million)


1,388



1,826



3,214



1,673



1,678



3,351Net service and field option sales (EUR million)


177



191



368



206



211



417Total systems recognized


123



143



266



146



114



260Total new systems recognized


97



123



220



131



104



235Total used systems recognized


26



20



46



15



10



25Gross profit on sales (% of sales)


40.3



40.8



40.6



41.3



41.0



41.1ASP for systems (EUR million)


11.3



12.8



12.1



11.5



14.7



12.9ASP for new systems (EUR million)


13.6



14.2



13.9



12.5



15.6



13.8ASP for used systems (EUR million)


2.8



3.7



3.2



2.8



5.5



3.9   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. See note 1 to the consolidated financial
    statements.  ASML ANNUAL REPORT 2008
 31




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##### Table of Contents



ramp-up
               Research and
    development
         ASML ANNUAL REPORT 2008
 32




---



##### Table of Contents



Selling,
    general and administrative costs
    Net interest
    expense
    Income
    taxes
    Foreign Exchange
    Management
    New U.S.
    GAAP Accounting Pronouncements
    No. FAS 142-3, FAS 142-3). FAS 142-3 SFAS 142-3
      No. 157-2, FAS 157-2), FAS 157-2
   No. FAS 157-3, FAS 157-3), FAS 157-3
  ASML ANNUAL REPORT 2008
 33




---



##### Table of Contents



FAS 157-3 FAS 157-3
    B. Liquidity and
    Capital Resources                     ASML ANNUAL REPORT 2008
 34




---



##### Table of Contents



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

2007


2008Backlog sales of new systems (number)


79



33Backlog sales of used systems (number)


10



8Backlog sales of total systems (number)


89



41Value of backlog new systems (EUR million)


1,650



719Value of backlog used systems (EUR million)


47



36Value of backlog of total systems (EUR million)


1,697



755ASP for new systems (EUR million)


20.9



21.8ASP for used systems (EUR million)


4.7



4.5ASP for total systems (EUR million)


19.1



18.4   ASML ANNUAL REPORT 2008
 35




---



##### Table of Contents



12-month
    E. Off-Balance
    Sheet Arrangements    Variable Interest
    Entities
                Purchase
    Obligations
   ASML ANNUAL REPORT 2008
 36




---



##### Table of Contents



Other Off-Balance
    Sheet Arrangements
     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


957,550



34,500



69,000



69,000



785,050Operating Lease Obligations


152,454



36,865



50,982



31,553



33,054Purchase Obligations


978,250



919,586



34,532



7,341



16,791Unrecognized tax benefits


124,202



5,247



34,900



14,324



69,731Other
    Liabilities2


1,131



1,131











Total Contractual Obligations


2,213,587



997,329



189,414



122,218



904,626   1
    We refer to Note 15 to the
    consolidated financial statements for the amounts excluding
    interest expenses.2
    Other liabilities relate to a
    finance lease agreement regarding software.  ASML ANNUAL REPORT 2008
 37




---



##### 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


58,004



2,269







8,250



47,485        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



2012Jan A. Dekker1,

    4

Member of the Supervisory Board


1939



2009Jos W.B.
    Westerburgen2,

    3

Member of the Supervisory Board


1942



2009Fritz W.
    Fröhlich1

Member of the Supervisory Board


1942



2012Ieke C.J. van den
    Burg2

Member of the Supervisory Board


1952



2009OB Bilous3,

    4

Member of the Supervisory Board


1938



2009William T.
    Siegle4

Member of the Supervisory Board


1939



2011Eric Meurice

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


1956



2012Peter T.F.M. Wennink

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


1957



N/A5Martin A. van den Brink

Executive Vice President Marketing & Technology and Member
    of the Board of Management


1957



N/A5Klaus P.
    Fuchs6

Executive Vice President Operations and Member of the Board of
    Management


1958



2010Frits J. van
    Hout7

Executive Vice President and Member of the Board of Management


1960



2013   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. Fuchs resigned from his
    position on the Board of Management, effective January 1,
    2009.7
    Mr. Van Houts
    appointment to ASMLs Board of Management is subject to
    notification of the General Meeting of Shareholders, scheduled
    on March 26, 2009.8
    ASMLs Supervisory Board will
    nominate two new members for appointment of the Supervisory
    Board: Mrs. Pauline F.M. van der Meer Mohr and
    Mr. Wolfgang Ziebart. These appointments will be on the
    agenda for the Annual General Meeting of Shareholders to be held
    on March 26, 2009.     ASML ANNUAL REPORT 2008
 38




---



##### Table of Contents



Director and
    Officer Biographies
  Arthur P.M.
    van der Poel
    Jan A.
    Dekker
    Jos W.B.
    Westerburgen
    Fritz W.
    Fröhlich
    Ieke C.J. van
    den Burg
    OB
    Bilous
    William T.
    Siegle
   ASML ANNUAL REPORT 2008
 39




---



##### Table of Contents



Eric
    Meurice
    Peter T.F.M.
    Wennink
    Martin A. van
    den Brink
    Klaus P.
    Fuchs
    Frits J. van
    Hout
  B.
    Compensation       Bonus and
    Profit-sharing plans
    Pension
    plans
  C. Board
    Practices   Board
    Practices
  General
   ASML ANNUAL REPORT 2008
 40




---



##### Table of Contents




    provide shareholders with regular, reliable and relevant
    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 2008
 41




---



##### 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 joint venture
    between ASML and a third party, if this joint venture is
    material to ASML; 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
       Audit
    Committee
   ASML ANNUAL REPORT 2008
 42




---



##### Table of Contents




    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
 and/or
  ASML ANNUAL REPORT 2008
 43




---



##### Table of Contents




    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.    D.
    Employees   ASML ANNUAL REPORT 2008
 44




---



##### Table of Contents



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


Percent ofIdentity of Person or Group

Owned


ClassFMR LLC1


56,750,236



13.1%Capital World
    Investors2


25,882,170



5.9%PRIMECAP Management
    Company3


23,383,824



5.4%Artisan Investment
    Corporation4


0
4


5.1%
4Members of ASMLs Supervisory Board and Board of
    Management, as a group
    (4 persons)5


1,561,328



*   *
    Less than 1 percent. 1
    Based solely on the Schedule 13-G
    filed by FMR LLC with the Commission on November 10, 2008.2
    Based solely on the Schedule
    13-G/A filed
    by Capital World Investors with the Commission on
    February 11, 2008. Capital Research and Management Company
    filed a notification with the AFM on December 5, 2007 disclosing
    a holding of 205,964,487 votes (representing 5.19% of the
    voting rights in ASML). On February 13, 2008, Capital
    Research and Management Company filed a Schedule 13G/A with
    the Commission stating that it did not beneficially own any ASML
    shares and that its investment divisions, including Capital
    World Investors would file separate ownership reports reflecting
    their December 31, 2007 holdings.3
    Based solely on the
    Schedule 13-G/A filed by PRIMECAP Management Company with
    the Commission on February 14, 2008.4
    Based solely on the notification
    filed by Artisan Investment Corporation with the AFM on March
    14, 2008. According to the notification, Artisan Investment
    Corporation holds 205,792,353 votes which in turn represent
    5.14 percent of the voting rights in ASML. Artisan
    Investment Corporations notification did not disclose the
    number of ordinary shares it held or the percent of the class
    that number represents.5
    Four members of our Board of
    Management own a total of 885,856 unconditional options to
    purchase ASML shares. These members of our Board of Management
    together are also entitled to 119,720 conditional performance
    stock options and 210,001, 187,803 and 157,948 conditional
    performance stock, for 2006, 2007 and 2008 respectively. The
    number of performance stock that are ultimately awarded will be
    determined in the financial year 2009, 2010 and 2011
    respectively, and is conditional upon the achievement of
    performance targets. See Note 21 to our consolidated
    financial statements for information on options held by and
    conditional performance stock conditionally awarded to members
    of our Board of Management on an individual basis. None of the
    members of the Supervisory Board holds any of our outstanding
    shares or options on shares.     ASML ANNUAL REPORT 2008
 45




---



##### Table of Contents



Obligations of
    Shareholders to Disclose Holdings under Netherlands
    Law
 Wet op
    het financieel toezicht
                          ASML ANNUAL REPORT 2008
 46




---



##### 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 2008
 47




---



##### Table of Contents



NASDAQ


Euronext AmsterdamUSD


EURHigh


Low


High


LowAnnual Information2004


22.32



12.41



17.50



10.262005


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



10.68Quarterly Information1st quarter 2007


26.29



22.89



20.39



17.152nd quarter 2007


27.91



24.69



20.83



18.343rd quarter 2007


33.03



26.64



23.40



19.734th quarter 2007


35.79



30.70



24.99



21.621st 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



10.68Monthly InformationJuly 2008


24.46



22.32



15.37



14.20August 2008


25.20



22.45



16.81



14.42September 2008


23.99



16.29



16.80



11.72October 2008


17.85



14.58



13.60



10.88November 2008


18.84



12.66



14.60



10.68December 2008


18.07



13.75



12.75



10.80January (through Jan. 21) 2009


16.63



15.92



13.05



12.34   (Source: Bloomberg Finance LP)
 B. Plan of
    Distribution  C. Markets  D. Selling
    Shareholders  E. Dilution  F. Expenses
    of the Issue  Item 10 Additional
    Information A. Share
    Capital  B. Memorandum
    and Articles of Association Form 6-K,
   Current
    Authorizations to Issue and Repurchase Ordinary Shares
   ASML ANNUAL REPORT 2008
 48




---



##### Table of Contents



and/or and/or
       C. Material
    Contracts  D. Exchange
    Controls  E. Taxation   Netherlands
    Taxation
   ASML ANNUAL REPORT 2008
 49




---



##### Table of Contents



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;
    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;  ASML ANNUAL REPORT 2008
 50




---



##### Table of Contents




    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
         ASML ANNUAL REPORT 2008
 51




---



##### Table of Contents



Value Added
    Tax
    Residence
 and/or
   United States
    Taxation
 non-United
   U.S.-Netherlands non-United
    
    an individual citizen or 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 2008
 52




---



##### Table of Contents



non-United non-Netherlands
   non-United non-United non-United
   Taxation on Sale
    or Other Disposition of Ordinary Shares
    Information
    Reporting and Backup Withholding
     F. Dividends and
    Paying Agents   ASML ANNUAL REPORT 2008
 53




---



##### Table of Contents



G. Statement by
    Experts  H. Documents on
    Display 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 2008
 54




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##### Table of Contents



Interest rate
    risk management
       Financial
    instruments
    2007





2008Notional





NotionalAs of December 31

Amount


Fair Value


Amount


Fair Value(in thousands)

EUR


EUR


EUR


EURCurrency forward
    contracts1,2


283,881



528



896,642



(38,521
)Currency
    options2


90,000



4,887







Interest rate
    swaps3


1,029,900



16,553



641,500



63,172   (Source: Bloomberg Finance LP)
 1
    Mainly includes forward contracts
    on U.S. dollar and Japanese yen.2
    Net amount of forward and option
    contracts assigned as a hedge to sales and purchase
    transactions, to monetary assets and liabilities and to net
    investments in foreign operations.3
    The 2007 notional amount of the
    interest rate swaps mainly consists of EUR 600 million
    relating to a Eurobond and of EUR 380 million relating
    to cash and cash equivalents. The 2008 notional amount of the
    interest rate swaps mainly consists of EUR 600 million
    relating to a Eurobond. The fair value of interest rate swaps
    includes accrued interest and mainly consists of the fair value
    of interest rate swaps relating to a EUR 600 million
    Eurobond.            Credit risk
    management
         ASML ANNUAL REPORT 2008
 55




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##### Table of Contents



Capital risk
    management
    Sensitivity
    analysis financial instruments
  Foreign
    currency sensitivity
    20082007





Impact onImpact on





income fromincome from operations


Impact on


operations


Impact onbefore income taxes


equity


before income taxes


equity(in thousands)

EUR


EUR


EUR


EURU.S. dollar


(709
)


18,523



(2,915
)


14,118Japanese yen


(502
)


(3,977
)


(14,501
)


(38,886
)Other currencies


(1,296
)


11,236



(1,285
)


8,482Total


(2,507
)


25,782



(18,701
)


(16,286
)               ASML ANNUAL REPORT 2008
 56




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##### Table of Contents



Interest rate
    sensitivity
    2007





2008Impact on





Impact onincome before


Impact on


income before


Impact onincome taxes


equity


income taxes


equity(in thousands)

EUR


EUR


EUR


EUR2,602



(7,578
)


6,018



2,465     Item 12
    Description of Securities Other Than Equity Securities     ASML ANNUAL REPORT 2008
 57




---



##### 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 2008
 58




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##### Table of Contents



B. Code of
    Ethics     
    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   Year ended December 31

2007


2008(in thousands)

EUR


EURAudit fees


1,297



1,377Audit-related fees


188



52Tax fees


237



536Total


1,722



1,965    Audit
    fees
 Form 20-F,
   Audit-related
    fees
    Tax
    fees
   Year ended December 31

2007


2008(in thousands)

EUR


EURCorporate Income Tax compliance services


146



160Tax assistance for expatriate employees


62



152Other tax advisory and compliance


29



224Total


237



536      ASML ANNUAL REPORT 2008
 59




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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 value ofTotal Number of





SharesShares


Maximum


Purchased asPurchased as


Number of


Part of PubliclyPart of Publicly


Shares That May


AnnouncedTotal Number of


Average Price


Announced


Yet be Purchased


Plans orShares


Paid 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
          Capital repayment
    program 2007
    2007-2008 Share
    program
   ASML ANNUAL REPORT 2008
 60




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##### Table of Contents



2007-2008 share
      Authorization of
    share repurchases
  G. Corporate
    governance   ASML ANNUAL REPORT 2008
 61




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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 20174.1

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))  ASML ANNUAL REPORT 2008
 62




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##### Table of Contents



Exhibit No.

Description4.19

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))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 2008
 63




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##### Table of Contents



Financial Statements




---



##### Table of Contents








---



##### Table of Contents



Index to Financial
    Statements
  F-2

Consolidated Statements of Operations for the
    years ended December 31, 2006, 2007 and 2008F-2

Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2006, 2007 and 2008F-3

Consolidated Balance Sheets as of
    December 31, 2007 and 2008F-4

Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2006, 2007 and
    2008F-5

Consolidated Statements of Cash Flows for the
    years ended December 31, 2006, 2007 and 2008F-6

Notes to the Consolidated Financial StatementsF-47

Report of Independent Registered Public
    Accounting Firm   ASML ANNUAL REPORT 2008
 F-1




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##### Table of Contents



Consolidated
    Statements of Operations  Year ended December 31

20061


20071,2


2008Notes

(in thousands, except per share data)

EUR


EUR


EUR20

Net system sales


3,213,736



3,351,281



2,516,762Net service and field option sales


368,040



416,904



436,91620

Total net sales


3,581,776



3,768,185



2,953,678Cost of system sales


1,904,073



1,943,779



1,631,069Cost of service and field option sales


223,724



274,747



307,09522

Total cost of sales


2,127,797



2,218,526



1,938,164Gross profit on sales


1,453,979



1,549,659



1,015,51422

Research and development costs


413,708



510,503



538,3243, 11

Amortization of in-process research and development costs






23,148



Research and development credits


(27,141
)


(24,362
)


(22,196
)22

Selling, general and administrative costs


204,799



225,668



212,341Income from operations


862,613



814,702



287,045Interest income


49,634



78,165



72,497Interest expense


(50,488
)


(44,714
)


(49,898
)Income from operations before income taxes


861,759



848,153



309,64419

(Provision for) benefit from income taxes


(243,211
)


(177,152
)


12,726Net income


618,548



671,001



322,370Basic net income per ordinary share


1.30



1.45



0.75Diluted net income per ordinary share


1.26



1.41



0.74Number of ordinary shares used in computing per share amounts
    (in thousands)Basic


474,860



462,406



431,620Diluted


503,983



485,643



434,205  Consolidated
    Statements of Comprehensive Income  Year ended December 31

20061


20071,2


2008(in thousands)

EUR


EUR


EURNet income


618,548



671,001



322,370Gain (loss) on foreign currency translation, net of taxes


(20,104
)


(23,294
)


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


11,240



(3,450
)


(43,579
)Comprehensive income


609,684



644,257



266,057   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.  ASML ANNUAL REPORT 2008
 F-2




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##### Table of Contents



Consolidated
    Balance Sheets  As of December 31

20071,2


2008Notes

(in thousands, except share and per share data)

EUR


EURAssets5

Cash and cash equivalents


1,271,636



1,109,1846

Accounts receivable, net


637,975



463,2737

Finance receivables, net






6,22519

Current tax assets






87,5608

Inventories, net


1,102,210



999,15019

Deferred tax assets


78,395



71,7809

Other assets


234,529



236,077Total current assets


3,324,745



2,973,2497

Finance receivables, net






31,03019

Deferred tax assets


141,032



148,1339

Other assets


59,991



88,19710

Goodwill


128,271



131,45311

Other intangible assets, net


38,195



26,69212

Property, plant and equipment, net


380,894



540,640Total non-current assets


748,383



966,145Total assets


4,073,128



3,939,394Liabilities and shareholders equityAccounts payable


282,953



193,69013

Accrued liabilities and other liabilities


939,122



789,78819

Current tax liabilities


104,632



20,03914

Provisions






4,67819

Deferred tax


50



148Total current liabilities


1,326,757



1,008,34315

Long-term debt


602,016



647,05019

Deferred and other tax liabilities


245,415



209,69914

Provisions






15,49513

Accrued liabilities and other liabilities


7,936



70,038Total non-current liabilities


855,367



942,282Total liabilities


2,182,124



1,950,62516, 18

Commitments and contingencies






Cumulative Preference Shares; EUR 0.02 nominal value;
    3,150,005,000 shares authorized; none issued and
    outstanding at December 31, 2007 and 2008






Ordinary Shares; EUR 0.09 and EUR 0.01 nominal value;
    respectively 700,000,000 and 10,000 shares authorized;
    respectively 435,625,934 and none issued and outstanding at
    December 31, 2007; respectively 432,073,534 and none issued
    and outstanding at December 31, 2008


39,206



38,887Share premium


463,846



474,765Treasury shares at cost


(198,893
)


(253,436
)Retained earnings


1,500,908



1,698,929Accumulated other comprehensive income


85,937



29,62424

Total shareholders equity


1,891,004



1,988,769Total liabilities and shareholders equity


4,073,128



3,939,394   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.  ASML ANNUAL REPORT 2008
 F-3




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##### Table of Contents



Consolidated
    Statements of Shareholders Equity  AccumulatedIssued and outstanding








Treasury


OtherShares


Share


Retained


Shares


ComprehensiveAmount


Premium


Earnings5,6


at cost


Income6


Total(in thousands)

Number1


EUR


EUR


EUR


EUR


EUR


EURBalance at January 1, 2006


484,670



9,694



917,564



660,723







121,545



1,709,526Components of
    comprehensive income:Net income














618,548











618,548Foreign Currency Translation, net of taxes






















(20,104
)


(20,104
)Gain (loss) on derivative instruments, net of taxes






















11,240



11,240Share-based payments










9,667















9,667Purchase of treasury shares


(25,450
)














(401,000
)






(401,000
)Purchase of shares in conjunction with conversion rights of
    bond holders


(14,935
)


(299
)










(277,235
)






(277,534
)Issuance of shares in conjunction with convertible bonds


30,811



616



238,862



(48,034
)


277,235







468,679Tax benefit from stock options










2,906















2,906Issuance of shares and stock options


2,003



40



26,035















26,075Balance at December 31, 2006


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
    FIN 48














(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
    payment4














(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



1,988,769   1
    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. As of December 31,
    2007, the number of issued shares was 444,480,095. This included
    the number of issued and outstanding shares of 435,625,934 and
    the number of treasury shares of 8,854,161.2
    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 25 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 25
    for further information.4
    In 2008, ASML paid out a dividend
    of EUR 108 million to its shareholders, see
    note 24 for further information.5
    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. See note 1 to the consolidated financial
    statements.6
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.  ASML ANNUAL REPORT 2008
 F-4




---



##### Table of Contents



Consolidated
    Statements of Cash Flows  Year ended December 31

20061


20071,2


2008(in thousands)

EUR


EUR


EURCash Flows from Operating ActivitiesNet income


618,548



671,001



322,370Adjustments to reconcile net income to net cash flows from
    operating activities:Depreciation and amortization


87,092



126,344



119,190Impairment


17,354



9,022



25,109Loss on disposals of property, plant and
    equipment3


5,106



14,210



4,257Share-based
    payments3


9,667



16,506



13,535Allowance for doubtful debts


249



(178
)


188Allowance for obsolete inventory


54,181



79,592



139,628Deferred income taxes


(71,349
)


106,403



(34,155
)Changes in assets and liabilities that provided (used) cash:Accounts receivable


(362,388
)


42,410



132,147Inventories


(85,213
)


(438,746
)


(87,804
)Other assets


(31,366
)


(86,053
)


(76,342
)Accounts payable


(8,916
)


(38,944
)


(94,375
)Income taxes payable


97,740



(74,428
)


(158,277
)Other liabilities


161,575



273,872



(24,725
)Net cash provided by operating activities


492,280



701,011



280,746Cash Flows from Investing ActivitiesPurchases of property, plant and equipment


(70,619
)


(179,152
)


(259,770
)Proceeds from sale of property, plant and
    equipment3


110



5,011



Purchases of intangible assets


(120
)






(35
)Acquisition of subsidiary (net of cash acquired)






(188,011
)


Net cash used in investing activities


(70,629
)


(362,152
)


(259,805
)Cash Flows from Financing ActivitiesCapital repayment






(1,011,857
)


Purchase of treasury shares


(401,000
)






Purchase of shares in conjunction with conversion rights of
    bondholders and stock options


(277,385
)


(359,856
)


(87,605
)Net proceeds from issuance of shares and stock
    options3


26,173



63,307



11,475Dividend paid










(107,841
)Net proceeds from issuance of bond






593,755



Redemption and/or repayment of debt


(8,318
)


(9,718
)


(2,411
)Excess tax benefits from stock options


2,906



9,006



2,144Net cash used in financing activities


(657,624
)


(715,363
)


(184,238
)Net cash flows


(235,973
)


(376,504
)


(163,297
)Effect of changes in exchange rates on cash


(12,779
)


(7,717
)


845Net decrease in cash and cash equivalents


(248,752
)


(384,221
)


(162,452
)Cash and cash equivalents at beginning of the year


1,904,609



1,655,857



1,271,636Cash and cash equivalents at end of the year


1,655,857



1,271,636



1,109,184Supplemental Disclosures of Cash Flow Information:Cash paid for:Interest


48,656



38,936



40,247Taxes


217,466



167,268



167,360Supplemental non-cash investing and financing activities:Conversion of bonds into 30,811,215, 26,232,275 and 0 ordinary
    shares respectively
    in 2006, 2007 and 2008


459,087



378,413



  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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.3
    In 2008, ASML made
    reclassifications for share-based payments and loss on disposals
    of property, plant and equipment to improve the understanding of
    the consolidated statements of cash flows. We have adjusted the
    comparative figures of 2006 and 2007 accordingly.  ASML ANNUAL REPORT 2008
 F-5




---



##### Table of Contents



Notes
    to the Consolidated Financial Statements   1. General
    information / Summary of significant accounting policies
          Basis of
    preparation
    Change in
    accounting policy
            Year ended December 31

2006


2007


2008(in millions, except per share data)

EUR


EUR


EURNet system sales


(15
)


(41
)


56Cost of system sales


(7
)


(30
)


36Income from operations


(8
)


(11
)


20Net income


(6
)


(8
)


16Basic net income per ordinary share


(0.02
)


(0.02
)


0.04Diluted net income per ordinary share


(0.01
)


(0.02
)


0.04   Prior period
    error
   ASML ANNUAL REPORT 2008
 F-6




---



##### Table of Contents



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);
    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
   ASML ANNUAL REPORT 2008
 F-7




---



##### Table of Contents



Cash-flow
    hedge
          Net-investment
    hedge
    Cash and cash
    equivalents
    Inventories
 (first-in,
   Goodwill
    Other intangible
    assets
   ASML ANNUAL REPORT 2008
 F-8




---



##### Table of Contents



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
          Provisions
      ASML ANNUAL REPORT 2008
 F-9




---



##### Table of Contents



Revenue
    recognition
       work-in-process
              ASML ANNUAL REPORT 2008
 F-10




---



##### Table of Contents



Warranty
    Accounting for
    shipping and handling fees and costs
    Cost of
    sales
       Research and
    development costs and credits
    Share-based
    payments
             Income
    taxes
   ASML ANNUAL REPORT 2008
 F-11




---



##### Table of Contents



Contingencies and
    litigation
       Net income per
    ordinary share
   ASML ANNUAL REPORT 2008
 F-12




---



##### Table of Contents



As of December 31

20061


20071,2


2008(in thousands, except per share data)

EUR


EUR


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


618,548



671,001



322,370Weighted average number of shares outstanding (after
    deduction of treasury stock) during the year


474,860



462,406



431,620Basic earnings per share


1.30



1.45



0.75Diluted EPS computation:Net income available to holders of common shares


618,548



671,001



322,370Plus interest on assumed conversion of convertible subordinated
    notes, net of taxes


14,714



11,850



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


633,262



682,851



322,370Weighted average number of shares:


474,860



462,406



431,620Plus shares applicable to:Stock options


2,550



4,569



2,585Convertible subordinated notes


26,573



18,668



Dilutive potential common shares


29,123



23,237



2,585Adjusted weighted average number of shares


503,983



485,643



434,205Diluted earnings per share


1.26



1.41



0.74   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.   Comprehensive
    income
    New U.S.
    GAAP Accounting Pronouncements
    No. FAS 142-3, FAS 142-3). FAS 142-3 SFAS 142-3
     ASML ANNUAL REPORT 2008
 F-13




---



##### Table of Contents



No. 157-2, FAS 157-2), FAS 157-2
   No. FAS 157-3, FAS 157-3), FAS 157-3 FAS 157-3 FAS 157-3
      2. Significant
    effects of the current global financial market crisis and
    economic downturn
   2008(in thousands)

EURRestructuring costs


22,397Inventory obsolescence


94,601Impairments of property, plant and equipment


20,839Total


137,837         ASML ANNUAL REPORT 2008
 F-14




---



##### Table of Contents



Impairment ofInventory


property, plant andRestructuring costs


obsolescence


equipment


Total(in thousands)

EUR


EUR


EUR


EURCost of sales


21,492



94,601



20,111



136,204Research and development costs










728



728Selling, general and administrative costs


905











905Total


22,397



94,601



20,839



137,837    3. Business
    combinations
 set-up
        AcquireescarryingFair value


amount(in thousands)

EUR


EURAccounts receivable


1,642



1,642Inventories


1,776



1,776Other current assets


102



102Deferred tax assets


3,720



Other assets


3,411



3,411Other intangible assets


61,259



Property, plant and equipment


2,529



2,529Accounts payable


(706
)


(706
)Accrued liabilities and other


(8,073
)


(14,551
)Deferred tax liabilities


(15,731
)


(1,058
)Subtotal


49,929



(6,855
)Goodwill on acquisition


143,340



Total


193,269



(6,855
)         ASML ANNUAL REPORT 2008
 F-15




---



##### Table of Contents



4. Market risk
    and derivatives
       Foreign currency
    risk management
                   Interest rate
    risk management
   ASML ANNUAL REPORT 2008
 F-16




---



##### Table of Contents



Financial
    instruments
   2007





2008Notional





NotionalAs of December 31

Amount


Fair Value


Amount


Fair Value(in thousands)

EUR


EUR


EUR


EURCurrency forward
    contracts1,2


283,881



528



896,642



(38,521
)Currency
    options2


90,000



4,887







Interest rate
    swaps3


1,029,900



16,553



641,500



63,172   (Source:
    Bloomberg Finance LP)
 1
    Mainly includes forward contracts
    on U.S. dollar and Japanese yen.2
    Net amount of forward and option
    contracts assigned as a hedge to sales and purchase
    transactions, to monetary assets and liabilities and to net
    investments in foreign operations.3
    The 2007 notional amount of the
    interest rate swaps mainly consists of EUR 600 million
    relating to a Eurobond and of EUR 380 million relating
    to cash and cash equivalents. The 2008 notional amount of the
    interest rate swaps mainly consists of EUR 600 million
    relating to a Eurobond. The fair value of interest rate swaps
    includes accrued interest and mainly consists of the fair value
    of interest rate swaps relating to a EUR 600 million
    Eurobond.            Credit risk
    management
          Capital risk
    management
    5. Cash and cash
    equivalents
   ASML ANNUAL REPORT 2008
 F-17




---



##### Table of Contents



6. Accounts
    receivable
   As of December 31

2007


2008(in thousands)

EUR


EURAccounts receivable, gross


639,360



464,703Allowance for doubtful debts


(1,385
)


(1,430
)Accounts receivable, net


637,975



463,273         2007


2008(in thousands)

EUR


EURBalance at beginning of year


(2,388
)


(1,385
)Utilization of the provision


825



143(Addition) / release for the
    year1


178



(188
)Balance at end of year


(1,385
)


(1,430
)   1
    (Addition) / release for
    the year is recorded in cost of sales.      7. Finance
    receivables
   As of December 31

2008(in thousands)

EURFinance receivables, gross


40,866Unearned interest


(3,611
)Finance receivables, net


37,255Current portion of finance receivables, gross


6,781Current portion of unearned interest


(556
)Non-current portion of finance receivables, net


31,030   ASML ANNUAL REPORT 2008
 F-18




---



##### Table of Contents



(in thousands)

EUR2009


6,7812010


29,6402011


4,4452012


2013


Thereafter


Total


40,866    8.
    Inventories
   As of December 31

2007


2008(in thousands)

EUR


EURRaw materials


139,868



140,615Work-in-process


712,815



655,505Finished products


378,572



392,910Total inventories, gross


1,231,255



1,189,030Allowance for obsolescence and/or lower market value


(129,045
)


(189,880
)Total inventories, net


1,102,210



999,150      2007


2008(in thousands)

EUR


EURBalance at beginning of year


(115,418
)


(129,045
)Addition for the
    year1


(79,592
)


(139,628
)Effect of exchange rates


4,259



(17
)Release of the provision






2,113Utilization of the provision


61,706



76,697Balance at end of year


(129,045
)


(189,880
)   1
    Addition for the year is recorded
    in cost of sales.     ASML ANNUAL REPORT 2008
 F-19




---



##### Table of Contents



9. Other
    assets
   As of December 31

2007


2008(in thousands)

EUR


EURDerivative instruments


20,930



53,206Loan to Micronic


13,000



13,000Compensation plan
    assets1


7,929



7,103Prepaid expenses


6,233



5,542Subordinated loan granted to lessor in respect of Veldhoven
    headquarters2


5,445



5,445Other


6,454



3,901Total other non-current assets


59,991



88,197   1
    For further details on compensation
    plan refer to Note 17.2
    For further details on loan granted
    to lessor in respect of Veldhoven headquarters refer to
    Note 16.           As of December 31

2007


2008(in thousands)

EUR


EURAdvance payments to Zeiss


100,112



103,798Prepaid expenses


63,211



57,471Derivative instruments


9,411



39,240VAT


34,459



18,693Other


27,336



16,875Total other current assets


234,529



236,077             10.
    Goodwill
   2007


2008(in thousands)

EUR


EURCostBalance, January 1






128,271Acquisition subsidiary


143,340



Effect of exchange rates


(15,069
)


3,182Balance, December 31


128,271



131,453Carrying amount, December 31


128,271



131,453   ASML ANNUAL REPORT 2008
 F-20




---



##### Table of Contents



11. Other
    intangible assets
  Intellectual


Developed


Customerproperty


Technology


relationships


In process R&D


Other


Total(in thousands)

EUR


EUR


EUR


EUR


EUR


EURCostBalance, January 1, 2007


47,215



















47,215Acquisition subsidiary






26,708



9,010



23,148



2,393



61,259Effect of exchange rates






(2,807
)


(947
)






(252
)


(4,006
)Balance, December 31, 2007


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



105,350Accumulated amortization and impairmentBalance, January 1, 2007


29,139



















29,139Amortization


8,069



3,551



898



23,148



775



36,441Impairment charges


589



444















1,033Effect of exchange rates






(230
)


(59
)






(51
)


(340
)Balance, December 31, 2007


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



78,658Carrying amountDecember 31, 2007


9,418



20,136



7,224







1,417



38,195December 31, 2008


3,673



16,088



6,369







562



26,692                  ASML ANNUAL REPORT 2008
 F-21




---



##### Table of Contents



(in thousands)

EUR2009


8,5652010


5,2082011


5,0012012


5,0012013


1,697Thereafter


1,220Total


26,692    12. Property,
    plant and equipment
   Furniture,Machinery





fixtures andBuildings and


and


Leasehold


otherconstructions


equipment


improvements


equipment


Total(in thousands)

EUR


EUR


EUR


EUR


EURCostBalance, January 1, 2007


121,158



435,019



136,941



229,119



922,237Additions


90,318



95,063



14,687



32,139



232,207Acquisition subsidiary






2,077



144



308



2,529Disposals


(22,037
)


(51,104
)


(2,059
)


(2,028
)


(77,228
)Effect of exchange rates


(6,280
)


(14,125
)


(596
)


(2,436
)


(23,437
)Balance, December 31, 2007


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



1,281,050Accumulated depreciation and impairmentBalance, January 1, 2007


61,933



337,832



81,927



169,655



651,347Depreciation


3,338



41,229



12,832



31,141



88,540Impairment charges


1,537



5,313



229



910



7,989Disposals


(16,985
)


(36,861
)


(1,735
)


(1,261
)


(56,842
)Effect of exchange rates


(2,774
)


(10,524
)


(414
)


(1,908
)


(15,620
)Balance, December 31, 2007


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



740,410Carrying
    amount1December 31, 2007


136,110



129,941



56,278



58,565



380,894December 31, 2008


301,622



129,930



52,722



56,366



540,640   1
    Includes as of December 31,
    2008 and 2007 assets under construction, respectively, for
    buildings and constructions of EUR 122.1 million, and EUR
    79.6 million, machinery and equipment of EUR
    4.6 million and EUR 6.6 million, leasehold
    improvements of EUR 2.4 million and EUR 1.2 million
    and furniture, fixtures and other equipment of EUR
    8.6 million and EUR 16.4 million.     ASML ANNUAL REPORT 2008
 F-22




---



##### Table of Contents



13. Accrued
    liabilities and other liabilities
   As of December 31

20071


2008(in thousands)

EUR


EURDeferred revenue


355,218



262,209Costs to be paid


189,925



190,225Advances from customers


163,759



169,250Personnel related items


152,444



130,651Derivative instruments


11,281



67,794Standard warranty


73,198



35,225Other


1,233



4,472Total accrued liabilities and other


947,058



859,826Less: long-term portion of accrued liabilities and other


7,936



70,038Short-term portion of accrued liabilities and other


939,122



789,788   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. See note 1 to the consolidated financial
    statements.  ASML ANNUAL REPORT 2008
 F-23




---



##### Table of Contents



2007


2008(in thousands)

EUR


EURBalance, January 1


75,297



73,198Additions of the year


47,258



30,322Utilization of the provision


(28,302
)


(35,233
)Release of the
    provision1


(17,988
)


(33,409
)Effect of exchange rates


(3,067
)


347Balance, December 31


73,198



35,225   1
    The release was due to a change in
    accounting estimate based on lower than expected historical
    warranty expenses as a result of an improved learning curve
    concerning our systems. The release has been included in cost of
    sales.   14.
    Provisions
   Employee contract


Lease contracttermination benefits


termination costs


Total(in thousands)

EUR


EUR


EURBalance at January 1, 2008










Addition of the year


2,428



19,969



22,397Utilization of the provision










Effect of exchange rates


(163
)


(2,061
)


(2,224
)Balance at December 31, 2008


2,265



17,908



20,173Less: short-term portion of provisions


2,265



2,413



4,678Long-term portion of provisions






15,495



15,495         ASML ANNUAL REPORT 2008
 F-24




---



##### Table of Contents



Restructuring costs(in thousands)

EURCost of sales


21,492Selling, general and administrative costs


905Total


22,397    15. Long-term
    debt
    Eurobond
   As of December 31

2007


2008(in thousands)

EUR


EUR5.75 percent EurobondPrincipal amount


600,000



600,000Fair value interest-rate
    swaps1


(436
)


47,050Total


599,564



647,050   1
    The fair value of the interest-rate
    swaps excludes accrued interest.        2007








2008Principal


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



599,564



532,260



600,000



647,050



345,585   (Source: Bloomberg Finance LP)
      Lines of
    credit
      ASML ANNUAL REPORT 2008
 F-25




---



##### Table of Contents



16. Commitments,
    contingencies and guarantees
    Lease Commitments
    and Variable Interests
                   Purchase
    Obligations
   ASML ANNUAL REPORT 2008
 F-26




---



##### 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


957,550



34,500



69,000



69,000



785,050Operating Lease Obligations


152,454



36,865



50,982



31,553



33,054Purchase Obligations


978,250



919,586



34,532



7,341



16,791Unrecognized tax benefits


124,202



5,247



34,900



14,324



69,731Other
    Liabilities2


1,131



1,131











Total Contractual Obligations


2,213,587



997,329



189,414



122,218



904,626   1
    We refer to Note 15 to the
    consolidated financial statements for the amounts excluding
    interest expense.2
    Other liabilities relate to a
    finance lease agreement regarding software.           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


58,004



2,269







8,250



47,485          Other Off-Balance
    Sheet Arrangements
       Qimonda
   ASML ANNUAL REPORT 2008
 F-27




---



##### Table of Contents



17. Employee
    benefits
       Pension
    plans
               Year ended December 31

2006


2007


2008(in thousands)

EUR


EUR


EURPension plan based on multi-employer union plan


21,407



26,485



30,579Pension plans based on defined contribution


7,538



6,993



8,466Total


28,945



33,478



39,045   ASML ANNUAL REPORT 2008
 F-28




---



##### Table of Contents



Bonus
    plan
   Year ended December 31

2006


2007


2008(in thousands)

EUR


EUR


EURBonus expenses


8,202



8,934



7,756      Year ended December 31

2007


2008(in thousands)

EUR


EURBonus expenses


5,335



5,031    Profit-sharing
    plan
    Share-based
    payments
      ASML ANNUAL REPORT 2008
 F-29




---



##### Table of Contents



WeightedaverageNumber of


exercise priceshares


per share (EUR)Outstanding, January 1, 2006


25,791,301



23.09Granted


1,185,863



17.81Exercised


(1,964,268
)


14.40Expired/Forfeited


(1,589,546
)


33.01Outstanding, December 31, 2006


23,423,350



23.40Granted


1,438,100



8.59Exercised


(4,345,322
)


15.29Expired/Forfeited


(5,466,029
)


32.76Outstanding, December 31, 2007


15,050,099



20.89Granted


990,526



14.38Exercised


(1,119,426
)


12.03Expired/Forfeited


(2,993,452
)


15.48Outstanding, December 31, 2008


11,927,747



22.53Exercisable, December 31, 2008


9,731,391



24.29Exercisable, December 31, 2007


10,696,587



24.37Exercisable, December 31, 2006


17,258,450



27.15         Number


Weighted average


Weighted averageOptions outstanding




Exercisable


remaining


exercise price ofRange of exercise

Number outstanding


December 31,


contractual life


outstanding optionsprices (EUR)

December 31, 2008


2008


(years)


(EUR)0.15 - 7.94


752,711



497,992



0.60



1.768.17 - 12.62


5,407,605



4,809,819



6.11



11.4012.75 - 19.13


1,704,589



660,721



7.22



17.1919.45 - 29.18


471,912



171,929



8.77



24.0429.65 - 44.48


21,000



21,000



3.07



36.8945.02 - 67.53


3,569,930



3,569,930



3.07



46.02Total


11,927,747



9,731,391



5.50



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

2006


2007


2008Aggregate intrinsic value of stock options exercised (EUR)


12,162



33,273



5,894Total fair value at vesting date of shares vested during the
    year (EUR)


362



127



4,288Aggregate remaining contractual term of currently exercisable
    options (years)


2.21



3.72



4.83Aggregate intrinsic value of exercisable stock options (EUR)










Aggregate intrinsic value of outstanding stock options (EUR)










   ASML ANNUAL REPORT 2008
 F-30




---



##### Table of Contents



Number ofConditionally outstanding


conditionally stock


Stock price


Forfeited/





Conditionally outstanding


End of vestingShare plan

Year


stock at January 1, 2008


granted


(EUR)


expired


Vested


stock at December 31, 2008


periodEmployee plan


2007



45,151







24.26











45,151



19-10-2010Brion stock plan


2007



462,232







17.50



(86,806
)


(154,077
)


221,349



07-03-2010Brion performance stock plan


2007



170,173







23.12



(47,938
)


(40,745
)


81,490



31-12-2010New hire performance stock plan


2007



24,546







22.00











24,546



31-12-2010Senior management plan


2007







74,073



17.80



(3,332
)






70,741



19-10-2010Employee plan


2008







35,761



14.87











35,761



18-07-2011Brion performance stock plan


2008







200,032



12.95











200,032



31-12-2011New hire performance stock plan


2008







39,408



14.83











39,408



31-12-2010Total






702,102



349,274







(138,076
)


(194,822
)


718,478    Stock option
    plans
     
    with market prices reasonably close to the date of grant;
    that have exercise prices close to the exercise price of the
    employee stock options; and
    that have a remaining maturity of up to four years.     As of December 31

2006


2007


2008Weighted average share price (in EUR)


17.8



24.0



12.5Volatility (in percentage)


30.0



29.0



54.5Expected life (in years)


5.0



4.9



4.9Risk free interest rate


3.8



4.4



4.4Expected dividend yield (in EUR)










1.15Forfeiture
    rate1










   1
    As of the three-years ended
    December 31, 2008 forfeitures are estimated to be nil.      Stock Option
    Extension Plans and Financing
   ASML ANNUAL REPORT 2008
 F-31




---



##### Table of Contents



Policy for
    issuing shares upon exercise
    Share-based
    payment plans
       Senior management
    plan
       Employee
    plan
    Brion share-based
    payment plans
   ASML ANNUAL REPORT 2008
 F-32




---



##### Table of Contents



Brion stock
    plan
    Brion performance
    stock plan
    Brion stock
    option plan
    New hire
    performance stock plan
    18. Legal
    contingencies
 and/or
      Patent litigation
    with Nikon
    Arbitration with
    Aviza Technology
       Dividend
    withholding tax
      ASML ANNUAL REPORT 2008
 F-33




---



##### Table of Contents



19. Income
    taxes
   Year Ended December 31

20061


20071


2008(in thousands)

EUR


EUR


EURDomestic


647,227



461,682



141,418Foreign


214,532



386,471



168,226Total


861,759



848,153



309,644   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. See note 1 to the consolidated financial
    statements.           Year Ended December 31

20061





20071,2





2008(in thousands)

EUR


%


EUR


%


EUR


%Income from operations before income taxes


861,759



100.0



848,153



100.0



309,644



100.0Income tax expense based on domestic rate


255,081



29.6



216,279



25.5



78,959



25.5Change in statutory tax rate


(2,987
)


(0.4
)


(6
)










0.0Different tax rates


(19,677
)


(2.3
)


(16,538
)


(1.9
)


(26,764
)


(8.6
)Other credits and non-taxable items


10,794



1.3



(22,583
)


(2.7
)


(64,921
)


(21.0
)Provision for (benefit from) income taxes shown
    in the consolidated statements of operations


243,211



28.2



177,152



20.9



(12,726
)


(4.1
)   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.         non-Netherlands
     ASML ANNUAL REPORT 2008
 F-34




---



##### Table of Contents



Year Ended December 31

20061


20071,2


2008(in thousands)

EUR


EUR


EURCurrentDomestic


190,844



96,751



(45,165
)Foreign


27,459



86,962



16,502DeferredDomestic


(2,084
)


(9,213
)


15,614Foreign


26,992



2,652



323Total


243,211



177,152



(12,726
)   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. See note 1 to the consolidated financial
    statements.2
    In 2008, subsequent to the filing
    of the 2007 annual report on
    Form 20-F,
    ASML detected and made a correction for a prior period error
    with respect to a release of deferred tax liabilities of
    EUR 8.7 million. This release was incorrectly
    recognized in the 2007 consolidated statement of operations
    under (provision for) benefit from income taxes instead of in
    equity under other comprehensive income. The 2007 figures have
    been adjusted to reflect this correction. See Note 1 to the
    consolidated financial statements.     As of December 31

20071


2008(in thousands)

EUR


EURDeferred tax position


84,308



134,268Liability for unrecognized tax benefits


(110,346
)


(124,202
)Total


(26,038
)


10,066   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. See note 1 to the consolidated financial
    statements.                 ASML ANNUAL REPORT 2008
 F-35




---



##### Table of Contents



2006-2010
        2007


2008(In millions)

EUR


EURBalance, January 1


138.3



110.3Gross increases  tax positions in prior period


17.7



13.0Gross decreases  tax positions in prior period


(30.3
)


(6.5
)Gross increases  tax positions in current period


26.6



15.2Settlements


(35.5
)


(5.0
)Lapse of statute of limitations


(6.5
)


(2.8
)Balance, December 31


110.3



124.2            As of December 31

2007


2008(in thousands)

EUR


EURDeferred tax assets  short term


78,395



71,780Deferred tax assets  long-term


141,0321



148,133Deferred tax liabilities  short term


(50
)


(148
)Deferred tax liabilities  long-term


(135,069
)


(85,497
)Total


84,308



134,268   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. See note 1 to the consolidated financial
    statements.  ASML ANNUAL REPORT 2008
 F-36




---



##### Table of Contents



As of December 31

2007


2008(in thousands)

EUR


EURTax effect carry-forward losses


80,569



57,832Bilateral Advance Pricing Agreement


9,370



20,856Research and Development Costs


36,355



43,522Inventories and
    work-in-progress


44,689



33,298Restructuring and impairment






12,840Temporary depreciation investments


(120,987
)


(72,587
)Other temporary differences


34,3121



38,507Total


84,308



134,268   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. See note 1 to the consolidated financial
    statements.         work-in-progress work-in-process
           ASML ANNUAL REPORT 2008
 F-37




---



##### Table of Contents



20. Segment
    disclosure
         Year ended December 31

20061


20071


2008(in thousands)

EUR


EUR


EUR300 millimeter new systems


2,902,744



3,154,802



2,297,109200 millimeter new systems


165,069



99,396



49,228used systems


145,923



97,083



170,425Total net system sales


3,213,736



3,351,281



2,516,762   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. See note 1 to the consolidated financial
    statements.     Year Ended December 31

Net sales


Identifiable assets(in thousands)

EUR


EUR20061Japan


143,788



14,345Korea


1,079,233



13,730Singapore


85,544



7,246Taiwan


739,432



16,058Rest of Asia


241,583



915,583Europe


369,289



2,148,495United States


922,907



740,036Total


3,581,776



3,855,49320071Japan


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



3,781,249   ASML ANNUAL REPORT 2008
 F-38




---



##### Table of Contents



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. See note 1 to the consolidated financial
    statements.         21. Board of
    Management and Supervisory Board remuneration
   Board of
    Management
    Base salary,
    benefits and short-term performance cash bonus
   2006


2007


2008Year Ended December 31

EUR


EUR


EURSalaries


1,921,375



2,010,000



2,073,000Bonuses


882,872



940,781



988,2361,2Pension cost


196,887



221,958



249,072Other
    benefits3


243,917



245,968



266,625Total


3,245,051



3,418,707



3,576,933   1
    As part of the new 2008
    remuneration policy, as approve by the General Meeting of
    Shareholders on April 3, 2008, the maximum annual
    performance bonus percentages have been increased from 50
    percent in 2007 to 75 percent (CEO) or 60 percent (other members
    of the Board of Management) in 2008.2
    The bonuses can be related for an
    amount of EUR 629,255 to the first half year of 2008 and for an
    amount of EUR 358,981 to the second half year of 2008.3
    Other benefits include housing
    costs, company car costs, social security costs, health and
    disability insurance costs and representation allowances.     Received


Earned Cash


OtherBase Salary


Bonus


benefits1


TotalEUR


EUR


EUR


EURE. Meurice


735,000



414,569



102,434



1,252,003P.T.F.M. Wennink


455,000



205,311



49,209



709,520M.A. van den Brink


483,000



217,945



43,686



744,631K.P. Fuchs


400,000



150,411



71,296



621,707  1
    Other benefits include housing
    costs, company cars costs, social security costs, health and
    disability insurance costs and representation allowances.     ASML ANNUAL REPORT 2008
 F-39




---



##### Table of Contents



1
  2008EURE. Meurice


91,982P.T.F.M. Wennink


56,350M.A. van den Brink


59,913K.P. Fuchs


40,827   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.   Performance Stock
    Options
   Share priceJan. 1,


Exercised


Expired


Dec. 31,


Exercise


on exercise


Expiration2008


during 2008


during 2008


2008


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







17-01-2017P.T.F.M. Wennink


31,500











31,500



58.00







20-01-201220,000







20,000







20.28







21-01-200832,379











32,379



11.53







19-01-201556,236











56,236



17.90







18-01-201658,964











58,964



20.39







17-01-2017M.A. van den Brink


31,500











31,500



58.00







20-01-201240,473











40,473



11.53







19-01-201559,098











59,098



17.90







18-01-201661,644











61,644



20.39







17-01-2017K.P. Fuchs


6,113











6,113



11.53







19-01-201522,000











22,000



17.61







21-04-201653,558











53,558



17.90







18-01-201653,604











53,604



20.39







17-01-2017    Conditional
    Performance Stock Options
   ASML ANNUAL REPORT 2008
 F-40




---



##### Table of Contents



Actual number of performance stock


Number of performance stockoptions which were awarded in 2008


options which will be awarded in 2009for 2007 actual achievement


for 2008 actual
    achievement1E. Meurice


95,146



42,448P.T.F.M. Wennink


58,964



26,277M.A. van den Brink


61,644



27,894K.P. Fuchs


53,604



23,101   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 2009.   Conditional
    Performance Stock
      Actual number of


Maximum number of


Maximum number of


Maximum number ofperformance stock


performance stock


performance stock


performance stockgranted in 2005


granted in 2006 to be


granted in 2007 to be


granted in 2008 to beawarded in 2008


awarded in
    20091


awarded in 2010


awarded in 2011E. Meurice


36,972



72,136



66,338



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


20,721



45,905



41,111



35,287M.A. van den Brink


25,902



48,241



42,980



37,458K.P. Fuchs


3,912



43,719



37,374



28,201   1
    The actual number of performance
    stock will be determined by the Remuneration Committee in the
    first half year of 2009.   Benefits upon
    termination of employment
            ASML ANNUAL REPORT 2008
 F-41




---



##### Table of Contents



Supervisory
    Board
         20071


2008Year Ended December 31




EUR


EURH. Bodt2






70,000



OB Bilous






92,500



95,000J.A. Dekker






75,000



60,000J.W.B. Westerburgen






75,000



60,000F.W. Fröhlich






67,500



55,000A.P.M. van der
    Poel3






85,000



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






58,750



47,500W.T.
    Siegle4






38,750



77,500R.
    Deusinger5






9,856



20,188   1
    The amounts paid in 2007 consist of
    the annual compensation over the period April 1, 2006 until
    March 31, 2007, and the compensation over Q2 and Q3 2007.
    In addition, each Supervisory Board member received a net cost
    allowance over Q2 and Q3 2007, amounting to EUR 900, and
    EUR 1,200 for the Chairman of the Supervisory Board.2
    Membership ended March 28,
    2007.3
    Chairmanship started March 28,
    2007.4
    Membership started March 28,
    2007.5
    Membership started July 17,
    2007 and ended June 4, 2008.        OB Bilous










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










47,500J.A.
    Dekker1










30,000F.W. Fröhlich










55,000P.F.M. van der Meer
    Mohr2










20,000A.P.M. van der Poel










80,000W.T. Siegle










77,500J.W.B. Westerburgen










60,000W. Ziebart2










20,000   1
    Membership will end March 26,
    2009.2
    Membership will start
    March 26, 2009, subject to appointment by the General
    Meeting of Shareholders. Amount is subject to change, depending
    on eventual committee memberships.      and/or
  ASML ANNUAL REPORT 2008
 F-42




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##### Table of Contents



22. Selected
    operating expenses and additional information
   Year Ended December 31

2006


2007


2008(in thousands)

EUR


EUR


EURWages and salaries


406,307



469,214



477,374Social security expenses


31,958



35,905



37,877Pension and retirement expenses


28,945



33,478



39,045Share-based payments


9,667



16,506



13,535Total


476,877



555,103



567,831      Year Ended December 31

2006


2007


2008Research and development


1,480



1,831



2,042Goodsflow


1,450



1,699



1,936Customer support


2,128



2,475



2,346General


402



468



488Sales


134



109



118Total


5,594



6,582



6,930             23. Vulnerability
    due to certain concentrations
      ASML ANNUAL REPORT 2008
 F-43




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##### Table of Contents



24. Capital
    stock
   Share
    capital
       Ordinary
    shares
 and/or and/or
         Cumulative
    preference shares
 Wet op het financieel
    toezicht
        ASML ANNUAL REPORT 2008
 F-44




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##### Table of Contents



Dividend
    proposal
    25. Purchases of
    Equity Securities by the Issuer and Affiliated
    Purchasers
   Total value ofTotal Number of





SharesShares


Maximum


Purchased asPurchased as


Number of


Part of PubliclyPart of Publicly


Shares That May


AnnouncedTotal Number of


Average Price


Announced


Yet be Purchased


Plans orShares


Paid 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 2008
 F-45




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##### Table of Contents



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




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm                     
      ASML ANNUAL REPORT 2008
 F-47




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##### Table of Contents








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##### Table of Contents



Exhibits
  ASML ANNUAL REPORT 2008




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##### 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 20174.1

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))  ASML ANNUAL REPORT 2008




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##### Table of Contents



Exhibit No.

Description4.24

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))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  ASML ANNUAL REPORT 2008