##### 



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, 2007
  Commission file number 025566
   ASML HOLDING
    N.V.
   THE NETHERLANDS
   DE RUN 6501
 5504 DR VELDHOVEN
 THE NETHERLANDS
 (Address of Principal Executive Offices)
     Title of each class

Name of each exchange on which registeredOrdinary Shares

The NASDAQ Stock Market LLC(nominal value EUR 0.09 per share)               435,625,934 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 2007




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##### 



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,
    Plants and Equipment16 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
    Harbor34 Item 6
    Directors, Senior Management and EmployeesA. Directors
    and Senior ManagementB. CompensationC. Board
    PracticesD. EmployeesE. Share
    Ownership40 Item 7
    Major Shareholders and Related Party TransactionsA. Major
    ShareholdersB. Related
    Party TransactionsC. Interests
    of Experts & Counsel42 Item 8 Financial InformationA. Consolidated
    Statements and Other Financial InformationB. Significant
    Changes43 Item 9 The Offer and ListingA. Listing
    DetailsB. Offer and
    Plan of DistributionC. MarketsD. Selling
    Shareholders  ASML ANNUAL REPORT 2007




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##### 



E. DilutionF. Expenses of
    the Issue44 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
    Information49 Item 11
    Quantitative and Qualitative Disclosures About Market
    Risk51 Item 12
    Description of Securities Other Than Equity
    SecuritiesPart
    II52 Item 13
    Defaults, Dividend Arrearages and Delinquencies52 Item 14
    Material Modifications to the Rights of Security Holders and Use
    of Proceeds52 Item 15
    Controls and Procedures53 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 PurchasersPart
    III56 Item 17
    Financial Statements56 Item 18
    Financial Statements56 Item 19
    Exhibits   ASML ANNUAL REPORT 2007




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##### 



Part I   Special Note
    Regarding Forward-Looking Statements
 Form 20-F and/or
   Form 20-F.
   Presentation of
    Financial and Operational Information
 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 2007
 1




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##### 



Five-Year
    Financial Summary
 Year ended December 31

2003


2004


2005


2006


2007(in thousands, except per share data)

EUR1


EUR1


EUR1


EUR


EURConsolidated statements of operations dataNet sales


1,542,737



2,465,377



2,528,967



3,597,104



3,808,679Cost of sales


1,173,955



1,559,738



1,554,772



2,135,086



2,248,335Gross profit on sales


368,782



905,639



974,195



1,462,018



1,560,344Research and development costs


305,839



352,920



347,901



413,708



510,503Amortization of in-process research and development costs


















23,148Research and development credits


(19,119
)


(21,961
)


(24,027
)


(27,141
)


(24,362
)Selling, general and administrative costs


212,609



201,629



201,204



204,799



225,668Restructuring and merger and acquisition costs (credits)


24,485



(5,862
)










Income (loss) from operations


(155,032
)


378,913



449,117



870,652



825,387Interest income (expense), net


(29,149
)


(16,073
)


(14,094
)


(854
)


33,451Income (loss) from continuing
    operations before income taxes


(184,181
)


362,840



435,023



869,798



858,838(Provision for) benefit from income taxes


59,675



(127,380
)


(123,559
)


(245,109
)


(170,995
)Income (loss) from continuing operations


(124,506
)


235,460



311,464



624,689



687,843Loss from discontinued operations before income taxes


(59,026
)














Benefit from income taxes


23,316















Loss from discontinued operations


(35,710
)














Net income (loss)


(160,216
)


235,460



311,464



624,689



687,843Earnings per share
    data2Basic net income (loss) from continuing
    operations per ordinary share


(0.26
)


0.49



0.64



1.32



1.49Basic and diluted net loss from discontinued
    operations per ordinary share


(0.07
)














Basic net income (loss) per ordinary share


(0.33
)


0.49



0.64



1.32



1.49Diluted net income (loss) per ordinary share


(0.33
)


0.49



0.64



1.27



1.44Number of ordinary shares used in
    computing per share amounts (in thousands)Basic


482,240



483,380



484,103



474,860



462,406Diluted


482,240



484,661



542,979



503,983



485,643   1
    The selected consolidated data for
    2003, 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 (i) in 2003 and 2004 does not assume
    conversion of ASMLs outstanding Convertible Subordinated
    Notes and (ii) in 2003 does not assume the exercise of
    options issued under ASMLs stock option plans, as such
    conversions and exercises would have an anti-dilutive effect.  ASML ANNUAL REPORT 2007
 2




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##### 



As of December 31

2003


2004


2005


2006


2007(in thousands)

EUR


EUR


EUR


EUR


EURConsolidated balance sheets dataCash and cash equivalents


1,027,806



1,228,130



1,904,609



1,655,857



1,271,636Working
    capital3


1,463,308



1,868,871



1,785,836



2,244,625



2,014,601Total assets


2,868,282



3,243,766



3,756,023



3,951,035



4,067,752Long-term liabilities


1,040,556



1,039,023



624,203



613,167



855,367Total shareholders equity


1,141,207



1,391,602



1,711,837



2,156,455



1,907,617Capital stock


9,651



9,675



9,694



10,051



39,206Consolidated statements of cash flows dataPurchases of property, plant and equipment


(48,567
)


(74,979
)


(72,660
)


(70,619
)


(179,152
)Depreciation, amortization and impairment


156,900



93,144



98,881



104,446



135,366Net cash provided by continuing operating activities


532,659



257,147



713,511



477,507



670,295Net cash provided by (used in) discontinued operating activities


12,736



(5,880
)


(2,018
)






Net cash provided by total operating activities


545,395



251,267



711,493



477,507



670,295Acquisition of subsidiary (net of cash acquired)


















(188,011
)Net cash used in total investing activities


(49,028
)


(60,398
)


(60,803
)


(65,523
)


(347,942
)Net cash provided by (used in) continuing financing activities


(68,156
)


18,871



2,879



(647,957
)4


(698,857
)4Net increase (decrease) in cash and cash equivalents


359,046



200,324



676,479



(248,752
)


(384,221
)Ratios and other dataIncrease (decrease) net sales (in percent)


(21.2
)


59.8



2.6



42.2



5.9Gross profit as a percentage of net sales


23.9



36.7



38.5



40.6



41.0Income (loss) from operations as a percentage of net sales


(10.0
)


15.4



17.8



24.2



21.7Net income (loss) as a percentage of net sales


(8.1
)


9.6



12.3



17.4



18.1Shareholders equity as a percentage of total assets


39.8



42.9



45.6



54.6



46.9Average selling price systems sales


7.6



7.7



11.4



12.1



13.0Backlog of new systems (in units) at year end


103



119



86



153



79Backlog of used systems (in units) at year end


21



12



9



10



10Backlog of systems (in units) at year end


124



131



95



163



89Sales of systems (in units)


169



282



196



266



260Number of employees at year end for continuing operations


5,059



5,071



5,055



5,594



6,582Number of ordinary shares outstanding (in thousands) at year end


482,514



483,676



484,670



477,099



435,626
5Share price ASML at year
    end6


15.72



11.81



16.90



18.84



21.66Volatility % ASML shares
    (260 days)7


60.9



37.4



26.0



28.08



27.52   3
    Working capital is calculated as
    the difference between total current assets, including cash and
    cash equivalents, and total current liabilities.4
    Net cash used in financing
    activities includes an amount of EUR 678 million with
    respect to share buyback programs in 2006 and EUR
    360 million with respect to share buyback programs and EUR
    1,012 million with respect to the return of capital to
    shareholders in 2007.5
    In 2007, as part of a capital
    repayment program, EUR 1,012 million of share capital was
    repaid to our shareholders and the number of outstanding
    ordinary shares was reduced by 11 percent (synthetic share
    buyback).6
    Closing price of ASMLs
    ordinary shares listed on the Official Segment of the stock
    market of Euronext Amsterdam (source: Bloomberg Finance LP). 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 (synthetic share buyback).7
    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 2007
 3




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##### 



Exchange Rate
    Information
         January 2008 (throughCalendar year

2003

2004

2005

2006

2007

January 23, 2008)Period End


1.26


1.35


1.18


1.32


1.46


1.46Average1


1.13


1.24


1.24


1.26


1.37


1.47High


1.26


1.36


1.35


1.33


1.49


1.49Low


1.04


1.18


1.17


1.19


1.29


1.46   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 2008 (throughMonths of

2007

2007

2007

2007

2007

2007

January 23, 2008)High


1.38


1.38


1.42


1.45


1.49


1.48


1.49Low


1.36


1.34


1.36


1.41


1.44


1.43


1.46  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 Future Downturns
  
    the current and anticipated market demand for semiconductors and
    for products utilizing semiconductors;
    semiconductor prices;
    semiconductor production costs; and
    general economic conditions.        ASML ANNUAL REPORT 2007
 4




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##### 



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; and
    the strength and breadth of our portfolio of patents and other
    intellectual property rights.           ASML ANNUAL REPORT 2007
 5




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##### 



Industry
    Alliances May Not Select our Equipment
    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
       The Pace of
    Introduction of Our New Products Is Accelerating and Is
    Accompanied by Potential Design and Production Delays and by
    Significant Costs
   ASML ANNUAL REPORT 2007
 6




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##### 



We Derive Most
    of Our Revenues from the Sale of a Relatively Small Number of
    Products
  
    a downturn in the highly cyclical semiconductor business
    industry;
    unanticipated shipment rescheduling;
    cancellation or order push back by customers;
    unexpected manufacturing difficulties; and
    delays in deliveries by suppliers,       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;
    patent rights will expire;
    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 2007
 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 Workforce 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 2007
 8




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##### 



Our Business
    and Future Success Depend on Our Ability to Attract and Retain a
    Sufficient Number of Adequately Educated and Skilled
    Employees
       Risks Related to
    Our Ordinary Shares
  The Price of
    Our Ordinary Shares is Volatile
    Restrictions
    on Shareholder Rights May Dilute Voting Power
        Item 4
    Information on the Company A. History and
    Development of the Company          Capital
    Expenditures and Divestitures
   ASML ANNUAL REPORT 2007
 9




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##### 



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;
    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;
    improving the reliability and uptime of our installed system
    base; and
    providing re-marketing services that effectively increase
    residual value by extending the life of equipment.   Market and
    Technology Overview
               ASML ANNUAL REPORT 2007
 10




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##### 



set-up
   time-to-market
   Products
    i-line
   i-line
   step-and-scan i-line
      i-line,
           ASML ANNUAL REPORT 2007
 11




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##### 



165-300
      Current ASML
    lithography product portfolio of Steppers and Step &
    Scan
    Systems 1
  Resolution

Wavelength

lightsource

NAPAS 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:760

130 nm

248 nm

KrF

0.50-0.70TWINSCAN 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:14X0

65 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

0.85-1.35   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 wafer
    sizes of up to 200 and 300 mm;
    Wavelength refers to the length of
    light going through projection lens; 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;
    NA is the abbreviation of numerical
    aperture.   Sales and
    Customer Support
             Customers and
    Geographic Regions
    Manufacturing,
    Logistics and Suppliers
   ASML ANNUAL REPORT 2007
 12




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##### 




    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 2007
 13




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##### 



Intellectual
    Property
       Patent
    cross-license with Canon
 build-up
   Patent litigation
    with Nikon
       Patent litigation
    with Ultratech Stepper, Inc
      ASML ANNUAL REPORT 2007
 14




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##### 



Arbitration with
    Aviza Technology
          Dividend
    withholding tax
          Competition
    Government
    Regulation
  C. Organizational
    Structure   ASML ANNUAL REPORT 2007
 15




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##### 



D. Property,
    Plants and Equipment             Facilities in
    Europe
 state-of-the-art
   Facilities in the
    United States
    Facilities in
    Asia
     Item 4A
    Unresolved Staff Comments     ASML ANNUAL REPORT 2007
 16




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##### 



Item 5
    Operating and Financial Review and Prospects   Executive
    Summary
   Introduction
             Semiconductor
    equipment industry update
               Year ended December 31

2002

2003

2004

2005

2006Total units shipped

413

456

694

536

633Total value (in millions USD)

2,817

3,229

5,268

4,988

6,386   (Source: Gartner Dataquest)
    build-up ramp-up
   Business
    strategy
   ASML ANNUAL REPORT 2007
 17




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##### 



Customer
    focus
 made-to-order
                  Aggressive
    investment in research and development
 300-mm
      cost-per-exposure
         Operational
    excellence
      ASML ANNUAL REPORT 2007
 18




---



##### 



24-hour, days-a-week
      ASML operations
    update on key performance indicators
   Year ended December 31(in millions, except market

2005



2006



2007share and systems)

EUR



EUR



EURGrowthMarket share (based on
    revenue)1


57%





63%





65%Net sales


2,529





3,597





3,809Increase in net sales


2.6%





42.2%





5.9%Systems shipped (value)


2,228





3,229





3,392Systems shipped (number)


196





266





260Average selling price


11.4





12.1





13.0Systems backlog (value)


1,434





2,146





1,697Systems backlog (number)


95





163





89Average selling price


15.1





13.2





19.1Technical achievement:Immersion systems shipped


10





23





38ProfitabilityGross profit


974


38.5%


1,462


40.6%


1,560



41.0%Income from operations


449


17.8%


871


24.2%


825
2


21.7%Net income


311


12.3%


625


17.4%


688
2


18.1%LiquidityCash and cash equivalents


1,905





1,656





1,272Operating cash flow


711





478





670   1
    According to the latest available
    data up to and including November 2007 as reported by SEMI, an
    independent semiconductor industry organization.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.   Growth
       i-line
  ASML ANNUAL REPORT 2007
 19




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##### 



ramp-up
   Profitability
 10-15 percent 20-25 percent
               Liquidity
        A. Operating
    Results   Critical
    accounting policies using significant estimates
   ASML ANNUAL REPORT 2007
 20




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##### 



Revenue
    recognition
                   Warranty
    Business
    combinations
   ASML ANNUAL REPORT 2007
 21




---



##### 



Evaluation of
    long-lived assets for impairment and costs associated with exit
    or disposal activities
                Inventories
 (first-in,
   Accounts
    receivable
   ASML ANNUAL REPORT 2007
 22




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##### 



Contingencies and
    litigation
       Share-based
    compensation expenses
           
    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 4 years.  ASML ANNUAL REPORT 2007
 23




---



##### 



FAS 123(R)-3)
      Income
    tax
                         ASML ANNUAL REPORT 2007
 24




---



##### 



2007(in millions)



EURBalance, January 1





138.3Gross increases  tax positions in prior period





17.7Gross decreases  tax positions in prior period





(30.3
)Gross increase  in tax positions in current period





26.6Gross decrease  tax positions in current period





Settlements





(35.5
)Lapse of statute of limitations





(6.5
)Balance, December 31





110.3             Results of
    Operations
      Year ended December 31

2005


2006


2007(in millions)

EUR


EUR


EURTotal net sales


2,529



3,597



3,809Cost of sales


1,555



2,135



2,248Gross profit on sales


974



1,462



1,561Research and development costs


348



414



511Amortization of in-process research and development costs










23Research and development credits


(24
)


(28
)


(24
)Selling, general and administrative costs


201



205



226Income from operations


449



871



825Interest income (expense), net


(14
)


(1
)


34Income from operations before income taxes


435



870



859Provision for income taxes


124



245



171Net income


311



625



688       ASML ANNUAL REPORT 2007
 25




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##### 



Year ended December 31

2005


2006


2007Total net sales


100.0
%


100.0
%


100.0
%Cost of sales


61.5



59.4



59.0Gross profit on sales


38.5



40.6



41.0Research and development costs


13.8



11.5



13.4Amortization of
    in-process
    research and development costs










0.6Research and development credits


(1.0
)


(0.8
)


(0.6
)Selling, general and administrative costs


8.0



5.7



5.9Income from operations


17.8



24.2



21.7Interest income (expense), net


(0.6
)






0.9Income from operations before income taxes


17.2



24.2



22.6Provision for income taxes


4.9



6.8



4.5Net income


12.3



17.4



18.1    Results of
    operations from continuing operations 2007 compared with
    2006
  Consolidated
    sales and gross profit
   2006





2007First

Second

Full

First

Second

Fullhalf year

half year

year

half year

half year

yearNet sales (EUR million)


1,571


2,026


3,597


1,895


1,914


3,809Net system sales (EUR million)


1,394


1,835


3,229


1,690


1,702


3,392Net 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


40.9


40.6


41.0


40.9


41.0ASP for systems (EUR million)


11.3


12.8


12.1


11.6


14.9


13.0ASP for new systems (EUR million)


13.6


14.3


14.0


12.6


15.9


14.0ASP for used systems (EUR million)


2.8


3.7


3.2


2.8


5.5


3.9          ramp-up i-line
     ASML ANNUAL REPORT 2007
 26




---



##### 



Research and
    development
          Selling,
    general and administrative costs
    Net interest
    expense
    Income
    taxes
   ASML ANNUAL REPORT 2007
 27




---



##### 



Results of
    operations from continuing operations 2006 compared with
    2005
  Consolidated
    sales and gross profit
   2005





2006First

Second

Full

First

Second

Fullhalf year

half year

year

half year

half year

yearNet sales (EUR million)


1,448


1,081


2,529


1,571


2,026


3,597Net system sales (EUR million)


1,313


915


2,228


1,394


1,835


3,229Net service and field option sales (EUR million)


135


166


301


177


191


368Total systems recognized


110


86


196


123


143


266Total new systems recognized


94


62


156


97


123


220Total used systems recognized


16


24


40


26


20


46Gross profit on sales (% of sales)


39.6


37.1


38.5


40.3


40.9


40.6ASP for systems (EUR million)


11.9


10.6


11.4


11.3


12.8


12.1ASP for new systems (EUR million)


13.5


13.6


13.5


13.6


14.3


14.0ASP for used systems (EUR million)


2.8


2.9


2.9


2.8


3.7


3.2          i-line
              ASML ANNUAL REPORT 2007
 28




---



##### 



push-outs
   Research and
    development
       Selling,
    general and administrative costs
    Net interest
    expense
    Income
    taxes
    Foreign Exchange
    Management
    New U.S.
    GAAP Accounting Pronouncements
       No. 06-03, No. 06-03). No. 06-03 No. 06-03 No. 06-03
  ASML ANNUAL REPORT 2007
 29




---



##### 



No. 06-03
         No. 06-11, No. 06-11 No. 06-11 06-11
          B. Liquidity and
    Capital Resources   ASML ANNUAL REPORT 2007
 30




---



##### 



C. Research and
    Development, Patents and Licenses, etc   Research and
    Development
    Intellectual
    Property Matters
   ASML ANNUAL REPORT 2007
 31




---



##### 



D. Trend
    Information         Year ended December 31

2006

2007Backlog sales of new systems (units)


153


79Backlog sales of used systems (units)


10


10Backlog sales of total systems (units)


163


89Value of backlog new systems (EUR million)


2,120


1,650Value of backlog used systems (EUR million)


26


47Value of backlog of total systems (EUR million)


2,146


1,697ASP for new systems (EUR million)


13.9


20.9ASP for used systems (EUR million)


2.6


4.7ASP for total systems (EUR million)


13.2


19.1        E. Off-Balance
    Sheet Arrangements    Variable Interest
    Entities
      ASML ANNUAL REPORT 2007
 32




---



##### 



Purchase
    Obligations
    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


948,222


35,706


71,412


69,000


772,104Operating Lease Obligations


189,293


36,040


55,581


40,586


57,086Purchase Obligations


1,405,283


1,375,334


29,945


4


Unrecognized tax benefits (FIN 48)


110,346


15,750


28,941


13,402


52,253Other
    Liabilities2


53,259


40,459


12,800





Total Contractual Obligations


2,706,403


1,503,289


198,679


122,992


881,443   1
    We refer to Note 12 to the
    consolidated financial statements for the amounts excluding
    interest expenses.2
    Other liabilities relate to system
    repurchase commitments.  ASML ANNUAL REPORT 2007
 33




---



##### 



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


61,362


3,358


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


2008Jan 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


2008Ieke 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


2011Rolf
    Deusinger2

Member of the Supervisory Board


1957


2011Eric Meurice

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


1956


2008Peter 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. Fuchs

Executive Vice President Operations and Member of the Board of
    Management


1958


2010   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.           ASML ANNUAL REPORT 2007
 34




---



##### 



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
    Rolf
    Deusinger
    Eric
    Meurice
   ASML ANNUAL REPORT 2007
 35




---



##### 



Peter T.F.M.
    Wennink
    Martin A. van
    den Brink
    Klaus P.
    Fuchs
    B.
    Compensation       Bonus and
    Profit-sharing plans
    Pension
    plans
    C.
    Board
    Practices   Board
    Practices
  General
     
    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
      ASML ANNUAL REPORT 2007
 36




---



##### 



Board of
    Management
       Supervisory
    Board
                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
   ASML ANNUAL REPORT 2007
 37




---



##### 



Directors and
    Officers Insurance and Indemnification
    Corporate
    Governance Developments
        
    strengthening the role of the Supervisory Board and its
    committees and increasing its independence, quality and
    expertise;
    strengthening the role of the shareholders with respect to
    control on the functioning of the Board of Management and the
    Supervisory Board, as well as with respect to nomination and
    remuneration of members of the Board of Management and with
    respect to the nomination of members of the Supervisory Board;
    facilitating and encouraging shareholders to use their voting
    power and to actively participate in the General Meeting of
    Shareholders; and
    defining the role of the external auditor vis-à-vis the
    Supervisory Board as its principal contact.   Committees of
    ASMLs Supervisory Board
    Audit
    Committee
     
    overseeing the integrity of our financial statements and related
    non-financial disclosure;
    overseeing the qualifications, independence and performance of
    the external auditor; and
    overseeing the integrity of our systems of disclosure controls
    and procedures and the system of internal controls regarding
    finance and accounting.      Remuneration
    Committee
      ASML ANNUAL REPORT 2007
 38




---



##### 



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
    
    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
      ASML ANNUAL REPORT 2007
 39




---



##### 



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 and 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.
    NASDAQ rules require shareholder approval of stock option plans
    available to officers, directors or employees. However, NASDAQ
    has granted ASML an exemption from this requirement (foreign
    private issuers are no longer required to obtain an exemption,
    but may follow home country practice in lieu of NASDAQ corporate
    governance rules, subject to exceptions). D.
    Employees        E. Share
    Ownership  Item 7
    Major Shareholders and Related Party Transactions A. Major
    Shareholders   ASML ANNUAL REPORT 2007
 40




---



##### 



Shares

Percent ofIdentity of Person or Group

Owned

ClassCapital Group International,
    Inc.1


37,251,670


7.7%FMR
    LLC2


28,506,903


5.9%PRIMECAP Management
    Company3


26,144,100


5.4%Barclays Global
    Investors4


23,037,699


5.2%Capital Research and Management
    Company5


22,884,943


5.2%Members of ASMLs Supervisory Board and Board of
    Management, as a group (4
    persons)6


1,405,343


*   *
    Less than 1 percent. 1
    Based solely on the
    Schedule 13-G/A
    filed by Capital Group International, Inc. with the Commission
    on February 12, 2007.2
    Based solely on the
    Schedule 13-G/A
    filed by FMR LLC with the Commission on October 10, 2007
    (includes shares owned by affiliates).3
    Based solely on the
    Schedule 13-G/A
    filed by PRIMECAP Management Company with the Commission on
    March 8, 2007.4
    Based solely on the report of
    substantial ownership filed by Barclays Global Investors with
    the AFM on December 11, 2007.5
    Based solely on the report of
    substantial ownership filed by Capital Research and Management
    Company with the AFM on December 5, 2007.6
    Four members of our Board of
    Management own a total of 456,998 unconditional options to
    purchase ASML shares. These members of our Board of Management
    together are also entitled to 463,034 conditional performance
    stock options and 87,507, 210,001 and 187,803 conditional
    performance stock for 2005, 2006 and 2007 respectively. The
    number of performance stock that are ultimately awarded will be
    determined in the financial year 2008, 2009 and 2010
    respectively, and is conditional upon the achievement of
    performance targets. See Note 18 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.            Obligations of
    Shareholders to Disclose Holdings under Netherlands
    Law
 Wet op
    het financieel toezicht,
           ASML ANNUAL REPORT 2007
 41




---



##### 



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
   ASML ANNUAL REPORT 2007
 42




---



##### 



Dividend
    Policy
  B. Significant
    Changes  Item 9 The
    Offer and Listing A. Listing
    Details      NASDAQ

Euronext AmsterdamUSD

EURHigh

Low

High

LowAnnual Information2003


20.39


6.11


17.04


5.392004


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


17.15Quarterly Information1st quarter 2006


23.57


19.42


19.29


16.232nd quarter 2006


22.41


18.70


17.63


14.493rd quarter 2006


23.39


18.46


18.44


14.644th quarter 2006


25.83


22.30


19.90


17.751st 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


21.62Monthly InformationJuly 2007


30.60


27.67


22.26


20.24August 2007


29.72


26.64


21.73


19.73September 2007


33.03


29.56


23.40


21.30October 2007


35.79


30.70


24.99


21.97November 2007


34.75


32.21


24.00


22.06December 2007


35.17


31.29


24.00


21.62January (through Jan. 23), 2008


30.47


25.51


20.97


17.15   (Source: Bloomberg Finance LP)
 B. Offer and Plan
    of Distribution  C.
    Markets   ASML ANNUAL REPORT 2007
 43




---



##### 



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
           C. Material
    Contracts   ASML ANNUAL REPORT 2007
 44




---



##### 



D. Exchange
    Controls    E.
    Taxation   Netherlands
    Taxation
    General
    Substantial
    Interest
    Income Tax
    Consequences for Individual Non-resident Holders on Owning and
    Disposing of the Ordinary Shares
  
    does not carry on and has not carried on a business in the
    Netherlands through a permanent establishment or a permanent
    representative to which the ordinary shares are attributable;
    does not hold and has not held a (deemed) substantial interest
    in our share capital or, in the event the Non-resident Holder
    holds or has held a (deemed) substantial interest in our share
    capital, such interest is, respectively was, a business asset in
    the hands of the holder;
    does not share and has not shared directly (through the
    beneficial ownership of ordinary shares or similar securities)
    in the profits of an enterprise managed and controlled in the
    Netherlands which (is deemed to) own(s), respectively (is deemed
    to have) has owned, our ordinary shares;
    does not carry out and has not carried out any activities which
    generate taxable profit or taxable wages to which the holding of
    our ordinary shares was connected;
    does not carry out and has not carried out employment activities
    in the Netherlands, does not serve and has not served as a
    director or board member of any entity resident in the
    Netherlands, and does not serve and has not served as a civil
    servant of a Netherlands public entity with which the holding of
    our ordinary shares is or was connected; and
    is not an individual that has elected to be taxed as a resident
    of the Netherlands.   Corporate
    Income Tax Consequences for Corporate Non-resident
    Holders
  
    the holder carries on a business in the Netherlands through a
    permanent establishment or a permanent agent in the Netherlands
    (Netherlands enterprise) and the ordinary shares are
    attributable to this permanent establishment or permanent agent,
    unless the participation exemption (discussed below) applies; or
    the holder has a substantial interest in our share capital,
    which is not allocable to his enterprise; or  ASML ANNUAL REPORT 2007
 45




---



##### 




    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;
    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 2007
 46




---



##### 



Value Added
    Tax
    Residence
    United States
    Taxation
 non-United Form 20-F,
   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;
    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 2007
 47




---



##### 



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  G. Statement by
    Experts   ASML ANNUAL REPORT 2007
 48




---



##### 



H. Documents on
    Display Form 20-F Form 6-K.
   60661-2511. 1-800-SEC-0330
 I. Subsidiary
    Information  Item 11
    Quantitative and Qualitative Disclosures About Market
    Risk      Foreign currency
    management
                   Interest rate
    management
   ASML ANNUAL REPORT 2007
 49




---



##### 



Credit
    risk
          Sensitivity
    analysis derivative financial instruments
       Fair Value change10%1% non-


weakening offavorable


euro againstincrease in


otherNotional Amount

Fair Value

interest rate


currency(in thousands)

EUR

EUR

EUR


EURAs of December 31, 2006Forward
    contracts1,2


482,131


2,150


N/A



(53,388
)Currency
    options2


73,049


3,827


N/A



(3,227
)Interest rate swaps


429,900


2,584


(10,481
)


N/AAs of December 31, 2007Forward
    contracts1,2


283,881


528


N/A



(31,402
)Currency
    options2


90,000


4,887


N/A



(3,706
)Interest rate
    swaps3


1,029,900


16,553


(51,727
)


N/A   (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 380 million relating
    to cash and cash equivalents and of EUR 600 million relating to
    a Eurobond of EUR 600 million. The fair value of interest rate
    swaps includes accrued interest and mainly consists of the fair
    value of the interest rate swaps relating to a Eurobond of EUR
    600 million.     ASML ANNUAL REPORT 2007
 50




---



##### 



Item 12
    Description of Securities Other Than Equity Securities     ASML ANNUAL REPORT 2007
 51




---



##### 



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
   ASML ANNUAL REPORT 2007
 52




---



##### 



Item 16 A. Audit
    Committee Financial Expert  B. Code of
    Ethics day-to-day
    
    honest and ethical conduct, including the ethical handling of
    actual or apparent conflicts of interest between personal and
    professional relationships;
    full, fair, accurate, timely, and understandable disclosure in
    reports and documents that ASML files with, or submits to, the
    SEC and in other public communications made by ASML;
    compliance with applicable governmental laws, rules and
    regulations;
    prompt internal reporting of violations of the Internal
    Guidelines on Ethical Business Conduct to an appropriate person
    or persons identified in these guidelines; and
    accountability for adherence to the guidelines. C. Principal
    Accountant Fees and Services   Year ended December 31

2006

2007(in thousands)

EUR

EURAudit fees


1,438


1,297Audit-related fees


266


188Tax fees


216


237Total


1,920


1,722    Audit
    fees
 Form 20-F,
   Audit-related
    fees
    Tax
    fees
   Year ended December 31

2006

2007(in thousands)

EUR

EURCorporate Income Tax compliance services


59


146Tax assistance for expatriate employees


70


62Other tax advisory and compliance


87


29Total


216


237   ASML ANNUAL REPORT 2007
 53




---



##### 



D. Exemptions
    from the Listing Standards for Audit Committees  E. Purchases of
    Equity Securities by the Issuer and Affiliated
    Purchasers   2006-2007
    Share program
             2006-2007
  Total Number of



Total Value of SharesShares Purchased as

Maximum Number of

Purchased as Part ofPart of Publicly

Shares that May

Publicly AnnouncedTotal Number of

Average Price Paid

Announced Plans or

Yet be Purchased

Plans or ProgramsPeriod

Shares purchased

per Share (EUR)

Programs

Under the Program

(In EUR million)February
    14-23, 2007


8,000,000


19.53


8,000,000





156    2007-2008
    Share program
    2007-2008
  ASML ANNUAL REPORT 2007
 54




---



##### 



Total Number of



Total Value of SharesShares Purchased as

Maximum Number of

Purchased as Part ofPart of Publicly

Shares that May

Publicly AnnouncedTotal Number of

Average Price Paid

Announced Plans or

Yet be Purchased

Plans or ProgramsPeriod

Shares purchased

per Share (EUR)

Programs

Under the Programs

(In EUR million)November
    14-26, 2007


9,000,000


22.62


14,000,000


5,000,0001


204   1
    In January 2008, ASML bought back
    5,000,000 shares. The aggregate number of shares bought
    back up to and including January 2008 represents
    100 percent of the announced objective of 14 million
    ordinary shares.   Capital repayment
    program 2007
   ASML ANNUAL REPORT 2007
 55




---



##### 



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

Description1

Articles of Association of ASML Holding N.V. (English
    translation) (Incorporated by reference to Amendment No. 11
    to the Registrants Registration Statement on
    Form 8-A/A,
    filed with the Commission on November 2, 2007)2.1

Fiscal Agency Agreement between ASML Holding N.V., Deutsche Bank
    AG, London Branch and Deutsche Bank Luxembourg S.A. relating to
    the Registrants 5.75 percent Notes due 2017*4.1

Agreement between ASML Lithography B.V. and Carl Zeiss, dated
    March 17, 2000 (Incorporated by reference to the
    Registrants Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2000) #4.2

Agreement between ASML Holding N.V. and Carl Zeiss, dated
    October 24, 2003 (Incorporated by reference to the
    Registrants Annual Report on
    Form 20-F
    for the year ended December 31, 2003) #4.3

Form of Indemnity Agreement between ASML Holding N.V. and
    members of its Board of Management (Incorporated by reference to
    the Registrants Annual Report on
    Form 20-F
    for the year ended December 31, 2003)4.4

Form of Indemnity Agreement between ASML Holding N.V. and
    members of its Supervisory Board (Incorporated by reference to
    the Registrants Annual Report on
    Form 20-F
    for the year ended December 31, 2003)4.5

Employment Agreement between ASML Holding N.V. and Klaus Fuchs
    (Incorporated by reference to the Registrants Annual
    Report on
    Form 20-F
    for the fiscal year ended December 31, 2005)4.6

Employment Agreement between ASML Holding N.V. and Eric Meurice
    (Incorporated by reference to the Registrants Annual
    Report on
    Form 20-F
    for the fiscal year ended December 31, 2004)4.7

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)4.8

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) #4.9

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) #4.10

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))4.11

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))4.12

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))4.13

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))4.14

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))4.15

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))4.16

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))4.17

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))4.18

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))4.19

ASML Stock Option Plan for Incentive or New Hire Options granted
    to Senior and Executive Management (Version January 2007)
    (Incorporated by reference to the Registrants Registration
    Statement on
    Form S-8
    filed with the Commission on July 5, 2007
    (file No. 333-144356))  ASML ANNUAL REPORT 2007
 56




---



##### 



Exhibit No.

Description4.20

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))4.21

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))4.22

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))4.23

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))4.24

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))4.25

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))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 2007
 57




---



##### 



Signatures
   Form 20-F
  
   
    
    ASML ANNUAL REPORT 2007
 58




---



##### 



Index to Financial
    Statements
  F-2

Consolidated Statements of Operations for the years ended
    December 31, 2005, 2006 and 2007F-3

Consolidated Statements of Comprehensive Income for the years
    ended December 31, 2005, 2006 and 2007F-3

Consolidated Balance Sheets as of December 31, 2006 and 2007F-4

Consolidated Statements of Shareholders Equity for the
    years ended December 31, 2005, 2006 and 2007F-5

Consolidated Statements of Cash Flows for the years ended
    December 31, 2005, 2006 and 2007F-6

Notes to the Consolidated Financial StatementsF-43

Report of Independent Registered Public Accounting Firm   ASML ANNUAL REPORT 2007
 F-1




---



##### 



Consolidated
    Statements of Operations
  Year ended December 31

2005


2006


2007Notes

(in thousands, except per share data)

EUR


EUR


EUR17

Net system sales


2,227,678



3,229,065



3,391,775Net service and field option sales


301,289



368,039



416,904Total net sales


2,528,967



3,597,104



3,808,679Cost of system sales


1,366,026



1,911,362



1,973,588Cost of service and field option sales


188,746



223,724



274,747Total cost of sales


1,554,772



2,135,086



2,248,335Gross profit on sales


974,195



1,462,018



1,560,344Research and development costs


347,901



413,708



510,5032

Amortization of in-process research and development costs










23,148Research and development credits


(24,027
)


(27,141
)


(24,362
)Selling, general and administrative costs


201,204



204,799



225,668Income from operations


449,117



870,652



825,387Interest income


38,429



49,634



78,165Interest expense


(52,523
)


(50,488
)


(44,714
)Income from operations before income taxes


435,023



869,798



858,83816

Provision for income taxes


(123,559
)


(245,109
)


(170,995
)Net income


311,464



624,689



687,843Basic net income per ordinary share


0.64



1.32



1.49Diluted net income per ordinary share


0.64



1.27



1.44Number of ordinary shares used in computing per share amounts
    (in thousands)Basic


484,103



474,860



462,406Diluted


542,979



503,983



485,643   ASML ANNUAL REPORT 2007
 F-2




---



##### 



Consolidated
    Statements of Comprehensive Income
  Year ended December 31

2005


2006


2007(in thousands)

EUR


EUR


EURNet income


311,464



624,689



687,843Foreign currency translation, net of taxes


25,389



(20,104
)


(31,975
)Gain (loss) on derivative instruments


(38,365
)


11,240



(3,450
)Comprehensive income


298,488



615,825



652,418    Consolidated
    Balance Sheets
  As of December 31

2006


2007Notes

(in thousands, except share and per share data)

EUR


EURAssetsCash and cash equivalents


1,655,857



1,271,6365

Accounts receivable, net


672,762



637,9756

Inventories, net


808,481



1,102,21016

Deferred tax assets short term


141,255



73,0197

Other current assets


147,683



234,529Total current assets


3,426,038



3,319,36916

Deferred tax assets


200,378



141,0327

Other assets


35,653



59,9918

Goodwill






128,2719

Other intangible assets, net


18,076



38,19510

Property, plant and equipment, net


270,890



380,894Total assets


3,951,035



4,067,752Liabilities and shareholders equityAccounts payable


326,995



282,95311

Accrued liabilities and other


665,842



917,13316

Deferred tax liabilities short term


825



5016

Current tax liabilities


187,751



104,632Total current liabilities


1,181,413



1,304,76816

Deferred tax and other liabilities


223,463



245,41514

Other deferred liabilities


8,271



7,93612

Convertible subordinated debt


380,000



12

Other long term debt


1,433



602,016Total liabilities


1,794,580



2,160,13513, 15

Commitments and contingencies






Cumulative Preference Shares, EUR 0.02 nominal value; 
    900,000,000 shares authorized; none outstanding at
    December 31, 2006 and 2007






Ordinary Shares, EUR 0.02 nominal value at December 31,
    2006 and EUR 0.09 nominal value at December 31, 2007
    900,000,000 shares authorized; 477,099,245 outstanding at
    December 31, 2006 and 435,625,934 at December 31, 2007


10,051



39,206Share premium


1,195,034



463,847Treasury shares at cost


(401,000
)


(198,893
)Retained earnings


1,239,689



1,526,201Accumulated other comprehensive income


112,681



77,25621

Total shareholders equity


2,156,455



1,907,617Total liabilities and shareholders equity


3,951,035



4,067,752   ASML ANNUAL REPORT 2007
 F-3




---



##### 



Consolidated
    Statements of Shareholders Equity
  AccumulatedIssued and outstanding








Treasury


OtherShares


APIC/Share


Retained


Shares at


ComprehensiveAmount


Premium


Earnings


cost


Income


Total(in thousands)

Number1


EUR


EUR


EUR


EUR


EUR


EURBalance at January 1, 2005


483,676



9,675



895,836



351,570







134,521



1,391,602Components of
    comprehensive income:Net income














311,464











311,464Foreign Currency Translation






















25,389



25,389Gain (loss) on derivative instruments






















(38,365
)


(38,365
)Tax benefit from stock options










5,919















5,919Issuance of shares


994



19



15,809















15,828Balance at December 31, 2005


484,670



9,694



917,564



663,034







121,545



1,711,837Components of
    comprehensive income:Net income














624,689











624,689Foreign Currency Translation






















(20,104
)


(20,104
)Gain (loss) on derivative instruments






















11,240



11,240Purchase 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



35,702















35,742Balance at December 31, 2006


477,099



10,051



1,195,034



1,239,689



(401,000
)


112,681



2,156,455Components of
    comprehensive income:Net income














687,843











687,843Foreign Currency Translation






















(31,975
)


(31,975
)Gain (loss) on derivative instruments






















(3,450
)


(3,450
)Cumulative effect of applying the provisions of
    FIN 48














(7,648
)










(7,648
)Purchase of shares in conjunction with conversion rights of
    bond holders and stock options


(17,000
)2


(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



61,614



(6,388
)


29,676







85,070Balance at December 31, 2007


435,626



39,206



463,846



1,526,202



(198,893
)


77,256



1,907,617   1
    As of December 31, 2007, the
    number of issued shares is 444,452,864. This included the number
    of issued and outstanding shares of 435,625,934 and treasury
    shares of 8,826,930. As of December 31, 2006, the number of
    issued shares was 502,549,541. This included the number of
    issued and outstanding shares of 477,099,245 and treasury shares
    of
    25,450,296.2
    In 2007, 17,000,000 shares
    were bought back which were partly reissued in order to cover
    exercised stock options and to satisfy the conversion rights of
    holders of our 5.50 percent Convertible Subordinated Notes.
    We paid EUR 360 million in cash for these shares in total.
    See Note 22 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 22 for
    further information.  ASML ANNUAL REPORT 2007
 F-4




---



##### 



Consolidated
    Statements of Cash Flows
  Year ended December 31

2005


2006


2007(in thousands)

EUR


EUR


EURCash Flows from Operating ActivitiesNet income


311,464



624,689



687,843Adjustments to reconcile net income to net cash flows from
    operating activities:Depreciation and amortization


90,531



87,092



126,344Impairment charges


8,350



17,354



9,022Allowance for doubtful debts


1,871



249



178Allowance for obsolete inventory


11,811



54,181



79,592Deferred income taxes


17,830



(69,451
)


108,926Changes in assets and liabilities that provided (used) cash:Accounts receivable


203,488



(362,388
)


42,054Inventories


(41,397
)


(85,213
)


(438,746
)Other assets


(20,088
)


(31,366
)


(86,053
)Accrued liabilities


46,272



153,536



263,188Accounts payable


3,406



(8,916
)


(38,944
)Income taxes payable


79,973



97,740



(83,109
)Net cash provided by operating activities from continuing
    operations


713,511



477,507



670,295Net cash used in operating activities from discontinued
    operations


(2,018
)






Net cash provided by operating activities from total
    operations


711,493



477,507



670,295Cash Flows from Investing ActivitiesPurchases of property, plant and equipment


(72,660
)


(70,619
)


(179,152
)Proceeds from sale of property, plant and equipment


13,235



5,216



19,221Purchase of intangible assets


(1,378
)


(120
)


Acquisition of subsidiary (net of cash acquired)










(188,011
)Net cash used in investing activities from operations


(60,803
)


(65,523
)


(347,942
)Cash Flows from Financing ActivitiesPurchase of treasury shares






(401,000
)


Capital repayment










(1,011,857
)Purchase of shares in conjunction with conversion rights of bond
    holders and stock options






(277,385
)


(359,856
)Net proceeds from issuance of shares and stock options


15,828



35,840



79,813Net proceeds from issuance of bond










593,755Excess tax benefits from stock options






2,906



9,006Redemption and/or repayment of debt


(12,949
)


(8,318
)


(9,718
)Net cash provided by (used in) financing activities from
    operations


2,879



(647,957
)


(698,857
)Net cash flows


653,569



(235,973
)


(376,504
)Effect of changes in exchange rates on cash


22,910



(12,779
)


(7,717
)Net increase (decrease) in cash and cash equivalents


676,479



(248,752
)


(384,221
)Cash and cash equivalents at beginning of the year


1,228,130



1,904,609



1,655,857Cash and cash equivalents at end of the year


1,904,609



1,655,857



1,271,636Supplemental Disclosures of Cash Flow Information:Cash paid for:Interest


45,141



48,656



38,936Taxes


15,335



217,466



167,268Supplemental non-cash investing and financing activities:Conversion of Bonds into 0, 30,811,215 and 26,232,275 ordinary
    shares respectively
    in 2005, 2006 and 2007






459,087



378,413   ASML ANNUAL REPORT 2007
 F-5




---



##### 



Notes
    to the Consolidated Financial Statements
     1. General
    information / Summary of significant accounting
    policies
             Principles of
    consolidation
    Subsidiaries
       Use of
    estimates
    Foreign currency
    translation
    Derivative
    financial instruments
      ASML ANNUAL REPORT 2007
 F-6




---



##### 



Cash and cash
    equivalents
    Inventories
 (first-in,
   Goodwill
    Other intangible
    assets
    ASML ANNUAL REPORT 2007
 F-7




---



##### 



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       Evaluation of
    long-lived assets for impairment
          Revenue
    recognition
      ASML ANNUAL REPORT 2007
 F-8




---



##### 



work-in-process
                     Accounting for
    shipping and handling fees and costs
    Cost of
    sales
   ASML ANNUAL REPORT 2007
 F-9




---



##### 



Research and
    development costs and credits
    Share-based
    payments
            Year ended December 31

2005(in thousands, except per share data)

EURNet incomeAs reported


311,464Compensation expenses


(10,022
)Pro forma


301,442Basic net income per ordinary shareAs reported


0.64Pro forma


0.62Diluted net income per ordinary shareAs reported


0.64Pro forma


0.62               ASML ANNUAL REPORT 2007
 F-10




---



##### 



Income
    taxes
          Contingencies and
    litigation
       Net income per
    ordinary share
   ASML ANNUAL REPORT 2007
 F-11




---



##### 



As of December 31

2005

2006

2007(in thousands, except per share data)

EUR

EUR

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


311,464


624,689


687,843Weighted average number of shares outstanding (after
    deduction of treasury stock) during the year


484,103


474,860


462,406Basic earnings per share


0.64


1.32


1.49Diluted EPS computation:Net income available to holders of common shares


311,464


624,689


687,843Plus interest on assumed conversion of convertible subordinated
    notes, net of taxes


33,518


14,714


11,850Net income available to holders of common shares plus effect
    of assumed conversions


344,982


639,403


699,693Weighted average number of shares:


484,103


474,860


462,406Plus shares applicable to:Stock options


1,488


2,550


4,569Convertible subordinated notes


57,388


26,573


18,668Dilutive potential common shares


58,876


29,123


23,237Adjusted weighted average number of shares


542,979


503,983


485,643Diluted earnings per share


0.64


1.27


1.44    Comprehensive
    income
    New U.S.
    GAAP Accounting Pronouncements
       No. 06-03, No. 06-03). No. 06-03 No. 06-03 No. 06-03 No. 06-03
  ASML ANNUAL REPORT 2007
 F-12




---



##### 



No. 06-11, No. 06-11 No. 06-11 06-11
            2. Business
    combinations
   ASML ANNUAL REPORT 2007
 F-13




---



##### 



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
)                         3. Discontinued
    operations
   ASML ANNUAL REPORT 2007
 F-14




---



##### 



4. Market risk
    and derivatives
    Foreign currency
    management
                   Interest rate
    management
    Financial
    instruments
   2006



2007Notional



NotionalAs of December 31

Amount

Fair Value

Amount

Fair Value(in thousands)

EUR

EUR

EUR

EURForward
    contracts1,2


482,131


2,150


283,881


528Currency
    options2


73,049


3,827


90,000


4,887Interest rate
    swaps3


429,900


2,584


1,029,900


16,553   (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 380 million
    relating to cash and cash equivalents and of
    EUR 600 million relating to a Eurobond of
    EUR 600 million. The fair value of interest rate swaps
    includes accrued interest and mainly consists of the fair value
    of the interest rate swaps relating to a Eurobond of
    EUR 600 million.  ASML ANNUAL REPORT 2007
 F-15




---



##### 



Credit
    risk
          5. Accounts
    receivable
   As of December 31

2006


2007(in thousands)

EUR


EURAccounts receivable, gross


675,150



639,360Allowance for doubtful debts


(2,388
)


(1,385
)Accounts receivable, net


672,762



637,975      2006


2007(in thousands)

EUR


EURBalance at beginning of year


(4,275
)


(2,388
)Utilization of the provision


2,136



825(Addition)/release of the
    year1


(249
)


178Balance at end of year


(2,388
)


(1,385
)   1
    (Addition) / release of the year is
    recorded in cost of sales.  ASML ANNUAL REPORT 2007
 F-16




---



##### 



6.
    Inventories
   As of December 31

2006


2007(in thousands)

EUR


EURRaw materials


201,471



139,868Work-in-process


442,513



712,815Finished products


279,915



378,572Total inventories, gross


923,899



1,231,255Allowance for obsolescence and/or lower market value


(115,418
)


(129,045
)Total inventories, net


808,481



1,102,210      2006


2007(in thousands)

EUR


EURBalance at beginning of year


(116,192
)


(115,418
)Addition of the
    year1


(54,181
)


(79,592
)Effect of exchange rates


5,268



4,259Utilization of the provision


49,687



61,706Balance at end of year


(115,418
)


(129,045
)   1
    Addition of the year is recorded in
    cost of sales.      7. Other
    assets
   As of December 31

2006

2007(in thousands)

EUR

EURCompensation plan
    assets1


8,087


7,929Prepaid expenses


4,293


6,233Subordinated loan granted to lessor in respect of Veldhoven
    headquarters2


5,445


5,445Loan to
    Micronic3


13,000


13,000Other4


4,828


27,384Total other non-current assets


35,653


59,991   1
    For further details on compensation
    plan refer to Note 14.2
    For further details on loan granted
    to lessor in respect of Veldhoven headquarters refer to
    Note 13.3
    Pursuant to a license agreement
    between Micronic Laser Systems AB and ASML, ASML has paid to
    Micronic in 2005 EUR 20.0 million, of which
    EUR 13.0 million (December 31, 2006:
    EUR 13.0 million) is non-current. 4 In 2007 other includes the non
    current part of the fair value of interest rate swaps of
    EUR 20.9 million, which includes accrued interest.
  ASML ANNUAL REPORT 2007
 F-17




---



##### 



As of December 31

2006

2007(in thousands)

EUR

EURAdvance payments to Zeiss


78,412


100,112VAT


22,413


34,459Loan to
    Micronic1


3,500


Prepaid expenses


18,404


63,2112Other3


24,954


36,747Total other current assets


147,683


234,529   1
    Pursuant to a license agreement
    between Micronic Laser Systems AB and ASML, ASML has paid to
    Micronic in 2005 EUR 20.0 million, of which
    EUR 0.0 million (December 31, 2006:
    EUR 3.5 million) is current.2
    Includes tax prepayment on
    intercompany profit on parts, not realized by the group of
    EUR 28.8 million in 2007.3
    Other includes interest free loans
    of EUR 11.3 million in 2006 and
    EUR 11.4 million in 2007 and the current part of the
    financial instruments of EUR 1.0 million in 2006 and
    EUR 12.3 million in 2007.      8.
    Goodwill
   2007(in thousands)

EURCostBalance, January 1


Acquisition subsidiary


143,340Effect of exchange rates


(15,069
)Balance, December 31


128,271Accumulated impairmentBalance, January 1


Impairment


Effect of exchange rates


Balance, December 31


Carrying amount, December 31


128,271      ASML ANNUAL REPORT 2007
 F-18




---



##### 



9. Other
    intangible assets
  Intellectual

Developed


Customer


In processproperty

Technology


relationships


R&D

Other


Total(in thousands)

EUR

EUR


EUR


EUR

EUR


EURCostBalance, January 1, 2006


47,095

















47,095Additions


120

















120Balance, December 31, 2006


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



104,468Accumulated depreciationBalance, January 1, 2006


22,152

















22,152Amortization


6,987

















6,987Balance, December 31, 2006


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



66,273Carrying amountDecember 31, 2006


18,076

















18,076December 31, 2007


9,418


20,136



7,224






1,417



38,195                     ASML ANNUAL REPORT 2007
 F-19




---



##### 



2008:


11,5532009:


8,5672010:


5,2132011:


5,0062012:


5,006Total


35,345    10. 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, 2006


126,951



433,824



122,029



207,534



890,338Additions


1,919



52,703



17,481



27,191



99,294Disposals


(605
)


(37,318
)


(1,977
)


(3,262
)


(43,162
)Effect of exchange rates


(7,107
)


(14,190
)


(592
)


(2,344
)


(24,233
)Balance, December 31, 2006


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



1,056,308Accumulated depreciationBalance, January 1, 2006


51,387



341,503



71,808



147,059



611,757Depreciation


3,758



32,938



11,858



27,447



76,001Impairment charges


10,222



7,132











17,354Disposals


(309
)


(32,889
)


(1,343
)


(3,057
)


(37,598
)Effect of exchange rates


(3,125
)


(10,852
)


(396
)


(1,794
)


(16,167
)Balance, December 31, 2006


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



675,414Carrying
    amount1December 31, 2006


59,225



97,187



55,014



59,464



270,890December 31, 2007


136,110



129,941



56,278



58,565



380,894   1
    Includes as of December 31,
    2007, 2006 and 2005 assets under construction, respectively, for
    buildings and constructions of EUR 79.6 million,
    EUR 1.6 million and EUR 1.4 million,
    machinery and equipment of EUR 6.6 million,
    EUR 1.6 million and EUR 1.9 million,
    leasehold improvements of EUR 1.2 million,
    EUR 11.5 million and EUR 4.5 million and
    furniture, fixtures and other equipment of
    EUR 16.4 million, EUR 13.2 million and
    EUR 9.8 million.        ASML ANNUAL REPORT 2007
 F-20




---



##### 



From the moment these assets are no
    longer held for use but intended for sale, they are reclassified
    from fixed assets to inventory at the lower of their carrying
    value or fair market value. The cost of sales for these systems
    includes this value and the additional costs of refurbishing
    (materials and labor). When sold, the proceeds and cost of these
    systems are recorded as net sales and cost of sales,
    respectively, identical to the treatment of other sales
    transactions.
               11. Accrued
    liabilities and other
   As of December 31

2006

2007(in thousands)

EUR

EURDeferred revenue


191,234


294,575Warranty


75,297


73,198Materials and costs to be paid


171,558


228,580Current portion of long term debt


7,406


1,206Advances from customers


96,242


163,759Personnel related items


118,166


144,508Investment credits


3,651


672Restructuring


1,745


560Other


543


10,075Total accrued liabilities and other


665,842


917,133         ASML ANNUAL REPORT 2007
 F-21




---



##### 



2006


2007(in thousands)

EUR


EURBalance, January 1


38,215



75,297Additions


83,059



47,258Usage


(42,895
)


(28,302
)Release






(17,988
)1Effect of exchange rates


(3,082
)


(3,067
)Balance, December 31


75,297



73,198   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.   12. Convertible
    subordinated debt and other long-term debt
   2008


1,2062009


2,4122010


2011


2012


Thereafter


599,604Total


603,222Less current portion of long-term debt


(1,206
)Non-current portion of long-term debt


602,016    Convertible
    subordinated debt
   As of December 31

2006

2007(in thousands)

EUR

EUR5.50 percent convertible notesPrincipal amount


380,000


Fair value interest rate swap





Total


380,000


      ASML ANNUAL REPORT 2007
 F-22




---



##### 



2006



2007Principal



PrincipalAs of December 31

Amount

Fair Value

Amount

Fair Value(in thousands)

EUR

EUR

EUR

EUR5.50 percent convertible notes


380,000


531,050





   (Source: Bloomberg Finance LP)
      Eurobond
   As of December 31

2007(in thousands)

EUR5.75 percent EurobondPrincipal amount


600,000Fair value interest rate swaps


(436
)1Total


599,564   1
    The fair value of the interest rate
    swap excludes accrued interest.        2007PrincipalAs of December 31

Amount

Fair Value(in thousands)

EUR

EUR5.75 percent Eurobond


600,000


532,260   (Source: Bloomberg Finance LP)
      Other long-term
    debt
       Lines of
    credit
   ASML ANNUAL REPORT 2007
 F-23




---



##### 



13. Commitments,
    contingencies and guarantees
    Lease Commitments
    and Variable Interests
                   Purchase
    Obligations
   ASML ANNUAL REPORT 2007
 F-24




---



##### 



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


948,222


35,706


71,412


69,000


772,104Operating Lease Obligations


189,293


36,040


55,581


40,586


57,086Purchase Obligations


1,405,283


1,375,334


29,945


4


Unrecognized tax benefits (FIN 48)


110,346


15,750


28,941


13,402


52,253Other
    Liabilities2


53,259


40,459


12,800





Total Contractual Obligations


2,706,403


1,503,289


198,679


122,992


881,443   1
    We refer to Note 12 to the
    consolidated financial statements for the amounts excluding
    interest expenses.2
    Other liabilities relate to system
    repurchase commitments.        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


61,362


3,358


2,269


8,250


47,485    Other Off-Balance
    Sheet Arrangements
       14. Employee
    benefits
      ASML ANNUAL REPORT 2007
 F-25




---



##### 



Pension
    plans
            Year ended December 31

2005

2006

2007(in thousands)

EUR

EUR

EURPension plan based on multi-employer union plan


20,143


21,407


26,485Pension plans based on defined contribution


7,254


7,538


6,993Total


27,397


28,945


33,478    Bonus
    plan
   Year ended December 31

2005

2006

2007(in thousands)

EUR

EUR

EURBonus expenses


8,555


8,202


8,934      Year ended December 31

2007(in thousands)

EURBonus expenses


5,335   ASML ANNUAL REPORT 2007
 F-26




---



##### 



Profit-sharing
    plan
    Share-based
    payments
         WeightedaverageNumber of


exercise priceshares


per share (EUR)Outstanding, December 31, 2004


25,619,994



23.19Granted1


2,685,681



11.56Exercised


(991,700
)


11.68Expired


(1,522,674
)


15.04Outstanding, December 31, 2005


25,791,301



23.09Granted


1,185,863



17.81Exercised


(1,964,268
)


14.40Expired


(1,589,546
)


33.01Outstanding, December 31, 2006


23,423,350



23.40Granted


1,438,100



8.59Exercised


(4,345,322
)


15.29Expired


(5,466,029
)


32.76Outstanding, December 31, 2007


15,050,099



20.89Exercisable, December 31, 2007


10,696,587



24.37Exercisable, December 31, 2006


17,258,450



27.15Exercisable, December 31, 2005


18,251,813



28.06   1
    Actual number of performance stock
    options which are awarded in 2006 for 2005 achievements. These
    options were conditionally granted in 2005.           As of December 31(in thousands, except for contractual term)

2005

2006

2007Aggregate intrinsic value of stock options exercised (EUR)


1,894


12,162


33,273Total fair value of shares vested during the year (EUR)





362


127Aggregate remaining contractual term of currently exercisable
    options (years)


2.80


2.21


3.72Aggregate intrinsic value of exercisable stock options (EUR)








Aggregate intrinsic value of outstanding stock options (EUR)








   ASML ANNUAL REPORT 2007
 F-27




---



##### 



ConditionallyoutstandingNumber of

Stock




stock atconditionally stock

price

Forfeited


December 31,

End of vestingShare plan

Year

granted

(EUR)

/expired


2007

periodEmployee plan


2007


45,151


24.26






45,151


19-10-2010Brion stock plan


2007


471,997


23.04






471,997


07-03-2010Brion performance stock plan


2007


159,913


23.12


(3,308
)


156,605


31-12-2010Other plans


2007


24,546


22.00






24,546


31-12-2010Total





701,607





(3,308
)


698,299    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

2005

2006

2007Weighted average share price (in EUR)


11.5


17.8


24.0Volatility (in percentage)


65.6


30.0


29.0Expected life (in years)


5.0


5.0


4.9Risk free interest rate


3.1


3.8


4.4Expected dividend yield








Forfeiture
    rate1








   1
    As of the three-years ended
    December 31, 2007 we estimate forfeitures to be nil.      Stock Option
    Extension Plans and Financing
   ASML ANNUAL REPORT 2007
 F-28




---



##### 



Policy for
    issuing shares upon exercise
    Share-based
    payment plans 2007
       Senior management
    plan
    Employee
    plan
    Brion share-based
    payment plans
   ASML ANNUAL REPORT 2007
 F-29




---



##### 



Brion stock
    plan
    Brion performance
    stock plan
    Brion stock
    option plan
    15. Legal
    contingencies
       Patent litigation
    with Nikon
       Patent litigation
    with Ultratech Stepper, Inc
          Arbitration with
    Aviza Technology
   ASML ANNUAL REPORT 2007
 F-30




---



##### 



Dividend
    withholding tax
          16. Income
    taxes
   Year ended December 31

2005

2006

2007(in thousands)

EUR

EUR

EURDomestic


256,874


654,985


470,907Foreign


178,149


214,813


387,931Total


435,023


869,798


858,838            Year ended December 31

2005





2006





2007(in thousands)

EUR


%


EUR


%


EUR


%Income before income taxes


435,023



100.0



869,798



100.0



858,838



100.0Income tax expense based on domestic rate
    1


137,032



31.5



257,460



29.6



219,004



25.5Change in statutory tax rate
    2


(2,056
)


(0.5
)


(3,435
)


(0.4
)






0.0Different tax rates
    3


(19,478
)


(4.5
)


(19,710
)


(2.3
)


(16,771
)


(2.0
)Other credits and non-taxable items
    4


8,061



1.9



10,794



1.3



(31,238
)


(3.6
)Provision for income taxes shownin the statement of operations


123,559



28.4



245,109



28.2



170,995



19.9   1
    Income tax expense based on
    domestic rate reflects the tax expense that would have been
    applicable if all of our income were derived from our
    Netherlands operations.2
    The Netherlands statutory tax rate
    was reduced to 31.5 percent for 2005, 29.6 percent for
    2006 and 25.5 percent for 2007 and following years. This
    led to a remeasurement of our deferred tax assets and
    liabilities, resulting in a one time tax benefit of EUR
    2.1 million in 2005 and EUR 3.4 million in 2006 since
    we had a net deferred tax liability position in the Netherlands
    tax jurisdiction in both years.3
    A portion of our results are
    realized in countries other than the Netherlands where different
    tax rates are applicable. Different tax rates mainly reflects
    the adjustment necessary to give effect to the differing tax
    rates applicable in these non-Netherlands jurisdictions.4
    Other credits and non-taxable items
    reflect the impact on statutory rates of permanent
    non-deductible and non- taxable items such as non-deductible
    taxes, non-deductible interest expense, and non-deductible meals
    and entertainment, as well as the impact of various tax credits
    on our provision for income taxes. In 2007 the decrease mainly
    relates to resolved uncertain tax positions amounting to
    EUR 72.3 million of which EUR 36.8 million
    was released to the tax provision and EUR 35.5 million
    was reclassified from deferred tax and other liabilities to
    current tax liabilities.  ASML ANNUAL REPORT 2007
 F-31




---



##### 



Year ended December 31

2005

2006


2007(in thousands)

EUR

EUR


EURCurrentDomestic


2,216


190,844



88,070Foreign


4,517


27,459



86,962DeferredDomestic


68,954


(235
)


(6,861
)Foreign


47,872


27,041



2,824Total


123,559


245,109



170,995      As of December 31

2006


2007(in thousands)

EUR


EURDeferred tax position


248,006



78,932Tax contingencies


(130,661
)


Liability for unrecognized tax benefits






(110,346
)Total


117,345



(31,414
)                  ASML ANNUAL REPORT 2007
 F-32




---



##### 



2007(in millions)



EURBalance, January 1





138.3Gross increases  tax positions in prior period





17.7Gross decreases  tax positions in prior period





(30.3
)Gross increases  tax positions in current period





26.6Gross decreases  tax positions in current period





Settlements





(35.5
)Lapse of statute of limitations





(6.5
)Balance, December 31





110.3               As of December 31

2006


2007(in thousands)

EUR


EURDeferred tax assets  short term


141,255



73,019Deferred tax assets  long term


200,378



141,032Deferred tax liabilities  short term


(825
)


(50
)Deferred tax liabilities  long term


(92,802
)


(135,069
)Total


248,006



78,932      As of December 31

2006


2007(in thousands)

EUR


EURTax effect carry-forward losses


109,554



80,569Bilateral Advance Pricing Agreement


57,213



9,370Research and Development Costs


46,422



36,355Inventories and
    work-in-progress


30,851



44,689Temporary depreciation investments


(9,998
)


(120,987
)Other temporary differences


13,964



28,936Total


248,006



78,932   ASML ANNUAL REPORT 2007
 F-33




---



##### 



work-in-progress work-in-process
       17. Segment
    disclosure      ASML ANNUAL REPORT 2007
 F-34




---



##### 



Year ended December 31



2006

2007(in thousands)

2005

EUR

EUR300 millimeter new systems


1,932,976


2,918,073


3,195,296200 millimeter new systems


179,228


165,069


99,396used systems


115,474


145,923


97,083Total net system sales


2,227,678


3,229,065


3,391,775      Year ended December 31

Net sales

Identifiable assets(in thousands)

EUR

EUR2005Korea


877,681


12,839Taiwan


457,942


14,013Rest of Asia


368,301


769,274Europe


217,944


2,498,299United States


607,099


436,655Total


2,528,967


3,731,0802006Korea


1,085,497


13,730Taiwan


739,432


16,058Rest of Asia


470,915


937,107Europe


369,289


2,145,710United States


931,971


740,036Total


3,597,104


3,852,6412007Korea


1,037,876


21,888Taiwan


794,113


53,534Rest of Asia


762,853


869,082Europe


350,564


2,597,605United States


863,273


359,177Total


3,808,679


3,901,286        18. Board of
    Management and Supervisory Board remuneration   Board of
    Management
   ASML ANNUAL REPORT 2007
 F-35




---



##### 



Base salary,
    benefits and short-term performance cash bonus
   2005

2006

2007Year ended December 31

EUR

EUR

EURSalaries


1,860,359


1,921,375


2,010,000Bonuses


905,488


882,872


940,781Pension cost


218,791


196,887


221,958Other
    benefits1


227,798


243,917


245,968Total


3,212,436


3,245,051


3,418,707   1
    Other benefits include housing
    costs, company cars costs, social security costs, health and
    disability insurance costs and representation allowances.     Earned Cash

OtherReceived Base Salary

Bonus1

benefits2

TotalEUR

EUR

EUR

EURE. Meurice


710,000


332,316


93,613


1,135,929P.T.F.M. Wennink


440,000


205,942


46,423


692,365M.A. van den Brink


460,000


215,303


36,919


712,222K.P. Fuchs


400,000


187,220


69,013


656,233   1
    The statement of operations for the
    year ended December 31, 2007 includes the preliminary
    short-term performance cash bonus earned over the year 2007. The
    actual short-term performance cash bonus earned over the year
    2007 will be determined by the remuneration committee in
    February 2008.2
    Other benefits include housing
    costs, company cars costs, social security costs, health and
    disability insurance costs and representation allowances.      1
  2007EURE. Meurice


88,844P.T.F.M. Wennink


45,073M.A. van den Brink


47,179K.P. Fuchs


40,862   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.  ASML ANNUAL REPORT 2007
 F-36




---



##### 



Performance Stock
    Options
   Expired





Share priceJan. 1,


Exercised

during

Dec. 31,

Exercise

on exercise

Expiration2007


during 2007

2007

2007

price

date

dateE. Meurice


125,000









125,000


10.62





15-10-201412,500









12,500


11.52





21-01-201557,770
1








57,770


11.53





18-01-201588,371









88,371


17.90





18-01-2016P.T.F.M. Wennink


31,500









31,500


58.00





20-01-201215,660






15,660





40.40





22-01-200750,000






50,000





29.92





22-01-200720,960






20,960





22.12





20-07-200720,000









20,000


20.28





21-01-200820,000



20,000








7.02


21.54


22-04-201320,000



20,000








14.23


22.00


23-04-201432,379
1








32,379


11.53





18-01-201556,236









56,236


17.90





18-01-2016M.A. van den Brink


31,500









31,500


58.00





20-01-201219,860






19,860





40.40





22-01-200726,560






26,560





22.12





20-07-200720,000



20,000








20.28


22.00


21-01-200810,000



10,000








7.02


20.05


22-04-201320,000



20,000








14.23


22.57


23-04-201440,473
1








40,473


11.53





18-01-201559,098









59,098


17.90





18-01-2016K.P. Fuchs


6,113
1,2








6,113


11.53





18-01-201522,000
3








22,000


17.61





20-04-201653,558









53,558


17.90





18-01-2016   1
    Granted in 2005 and awarded in 2006
    for 2005 actual achievement.2
    The stock options granted to
    Mr. K.P. Fuchs are performance stock options which were
    granted in 2006 in relation to performance throughout the period
    November 1, 2005 through December 31, 2005.3
    The stock options granted to
    Mr. K.P. Fuchs are sign on stock options. The Board of
    Management was authorized by the annual general meeting of
    shareholders as per March 23, 2006 to issue these stock
    options on the first possible moment of grant.   Conditional
    Performance Stock Options
   ASML ANNUAL REPORT 2007
 F-37




---



##### 



Maximum number of performance stock options which willbe awarded in 2008 for 2007 actual
    achievement1E. Meurice

100,154P.T.F.M. Wennink

62,067M.A. van den Brink

64,888K.P. Fuchs

56,425   1
    The actual number of performance
    stock options will be determined by the remuneration committee
    in the first half year of 2008.   Conditional
    Performance Stock
      Maximum number of

Maximum number of

Maximum number of

Maximum number ofperformance stock granted

performance stock granted

performance stock granted

performance stock grantedin 2004 to be awarded in

in 2005 to be awarded in

in 2006 to be awarded in

in 2007 to be awarded in20071

20081

2009

2010E. Meurice


5,845


36,972


72,136


66,338P.T.F.M. Wennink





20,721


45,905


41,111M.A. van den Brink





25,902


48,241


42,980K.P. Fuchs





3,912


43,719


37,374   1
    The actual number of performance
    stock will be determined by the remuneration committee in the
    first half year of 2008.   Benefits upon
    termination of employment
          Supervisory
    Board
   ASML ANNUAL REPORT 2007
 F-38




---



##### 



2006

20071Year ended December 31



EUR

EURH.
    Bodt2





70,000


70,000P.H.
    Grassmann3





35,000


OB Bilous





45,000


92,500J.A. Dekker





45,000


75,000J.W.B. Westerburgen





45,000


75,000F.W. Fröhlich





40,000


67,500A.P.M. van der
    Poel4





45,000


85,000H.C.J. van den Burg





35,000


58,750W.T.
    Siegle5








38,750R.
    Deusinger6








9,856   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
    Membership ended March 23,
    2006.4
    Chairmanship started March 28,
    2007.5
    Membership started March 28,
    2007.6
    Membership started July 17,
    2007.     OB Bilous





95,000J.A. Dekker





60,000J.W.B. Westerburgen





60,000F.W. Fröhlich





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





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





47,500W.T. Siegle





77,500R. Deusinger





47,500         ASML ANNUAL REPORT 2007
 F-39




---



##### 



19. Selected
    operating expenses and additional information
   Year ended December 31

2005

2006

2007(in thousands)

EUR

EUR

EURWages and salaries


347,956


406,307


469,214Social security expenses


27,423


31,958


35,905Pension and retirement expenses


27,397


28,945


33,478Share-based
    payments1





8,889


16,501Total


402,776


476,099


555,098   1
    Prior to January 1, 2006, we
    measured compensation expenses for our share based payment plans
    using the intrinsic value method under APB 25.     Year ended December 31

2005

2006

2007Research and development


1,337


1,480


1,831Goodsflow


1,215


1,450


1,699Customer support


1,872


2,128


2,475General


497


402


468Sales


134


134


109Total number of employees


5,055


5,594


6,582       20. Vulnerability
    due to certain concentrations
       21. Capital
    stock
   Share
    capital
       Ordinary
    shares
   ASML ANNUAL REPORT 2007
 F-40




---



##### 



Cumulative
    preference shares
          22. Purchases of
    Equity Securities by the Issuer and Affiliated
    Purchasers
   2006-2007 Share
    program
         ASML ANNUAL REPORT 2007
 F-41




---



##### 



2006-2007
  Total Value ofTotal Number of



Shares Purchased asShares Purchased as

Maximum Number of

Part of PubliclyPart of Publicly

Shares that May Yet

Announced Plans orTotal Number of

Average Price Paid

Announced Plans or

be Purchased Under

ProgramsPeriod

Shares Purchased

per Share (EUR)

Programs

the Programs

(In EUR million)February 14-23,
    2007


8,000,000


19.53


8,000,000





156    2007-2008 Share
    program
    2007-2008 share
     Total Number of



Total Value of SharesShares Purchased as

Maximum Number of

Purchased as Part ofPart of Publicly

Shares that May Yet

Publicly AnnouncedTotal Number of

Average Price Paid

Announced Plans or

be Purchased Under

Plans or ProgramsPeriod

Shares Purchased

per Share (EUR)

Programs

the Programs

(In EUR million)November
    14-26, 2007


9,000,000


22.62


14,000,000


5,000,0001


204   1
    In January 2008, ASML bought back
    5,000,000 shares. The aggregate number of shares bought
    back up to and including January 2008 represents
    100 percent of the announced objective of 14 million
    ordinary shares.   Capital repayment
    program 2007
   
   
   
   ASML ANNUAL REPORT 2007
 F-42




---



##### 



Report
    of Independent Registered Public Accounting Firm
                     ASML ANNUAL REPORT 2007
 F-43




---



##### 



ASML ANNUAL REPORT 2007
 F-44




---



##### 



Exhibit Index   Exhibit No.

Description1

Articles of Association of ASML Holding N.V. (English
    translation) (Incorporated by reference to Amendment No. 11
    to the Registrants Registration Statement on
    Form 8-A/A,
    filed with the Commission on November 2, 2007)2.1

Fiscal Agency Agreement between ASML Holding N.V., Deutsche Bank
    AG, London Branch and Deutsche Bank Luxembourg S.A. relating to
    the Registrants 5.75 percent Notes due 2017*4.1

Agreement between ASML Lithography B.V. and Carl Zeiss, dated
    March 17, 2000 (Incorporated by reference to the
    Registrants Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2000) #4.2

Agreement between ASML Holding N.V. and Carl Zeiss, dated
    October 24, 2003 (Incorporated by reference to the
    Registrants Annual Report on
    Form 20-F
    for the year ended December 31, 2003) #4.3

Form of Indemnity Agreement between ASML Holding N.V. and
    members of its Board of Management (Incorporated by reference to
    the Registrants Annual Report on
    Form 20-F
    for the year ended December 31, 2003)4.4

Form of Indemnity Agreement between ASML Holding N.V. and
    members of its Supervisory Board (Incorporated by reference to
    the Registrants Annual Report on
    Form 20-F
    for the year ended December 31, 2003)4.5

Employment Agreement between ASML Holding N.V. and Klaus Fuchs
    (Incorporated by reference to the Registrants Annual
    Report on
    Form 20-F
    for the fiscal year ended December 31, 2005)4.6

Employment Agreement between ASML Holding N.V. and Eric Meurice
    (Incorporated by reference to the Registrants Annual
    Report on
    Form 20-F
    for the fiscal year ended December 31, 2004)4.7

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)4.8

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) #4.9

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) #4.10

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))4.11

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))4.12

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))4.13

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))4.14

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))4.15

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))4.16

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))4.17

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))4.18

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))4.19

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))4.20

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))4.21

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))4.22

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))4.23

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))4.24

ASML Performance Stock Option Plan for Members of the Board of
    Management (Version 2) (Incorporated by reference to the
    Registrants Registration Statement on
    Form S-8
    filed with the Commission on July 5, 2007 (file
    No. 333-144356))  ASML ANNUAL REPORT 2007




---



##### 



Exhibit No.

Description4.25

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))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 2007