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ASML Holding N.V. (NASDAQ:ASML)

Customer Co-Investment Program Conference Call

July 10, 2012 1:00 am ET

Executives

Craig DeYoung – Vice President, Investor Relations

Peter Wennink – Executive Vice President and Chief Financial Officer

Eric Meurice – Chairman, President and Chief Executive Officer

Analysts

Satya Kumar – Credit Suisse Securities LLC

Marcel Achterberg – Petercam SA

Cornelius Rahn – Bloomberg News

Mahesh Sanganeria – RBC Capital Markets

Mehdi Hosseini – Susquehanna International Group

Jagadish Iyer – Piper Jaffray, Inc.

Janardan Menon – Liberum Capital

Didier Scemama – Bank of America Merrill Lynch

Jerome A. Ramel – Exane BNP Paribas

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the ASML’s Conference Call on July 10, 2012. Before today’s introduction, all participants will be in a listen-only mode. After ASML’s introduction, there will be an opportunity to ask questions. (Operator Instructions)

I would now like to turn the conference over to Mr. Craig De Young. Please go ahead, sir.

Craig De Young

Thank you, Peter, and good evening and good morning, ladies and gentlemen. This is Craig De Young, Vice President of Investor Relations at ASML. I’d like to welcome you to our investor call and webcast. As I’m sure you’re aware as a subject that today’s call is ASML’s announcement of a customer co-investment innovation program. It’s a program aimed at accelerating development at EUV lithography beyond the current generation and pulling forward our development of 450 millimeter silicon wafer imaging technologies.

With me this evening in San Francisco, California to discuss the program is Eric Meurice, ASML’s CEO, along with Peter Wennink, who is ASML’s CFO, who is joining us from our headquarters in Veldhoven, Netherlands. Given the fact that we’re in two different locations, should there be any technical difficulties, the separated parties will rejoin the call as soon as possible.

At this time, I’d like to draw your attention to the Safe Harbor statement contained in today’s press release and in our online presentation both of which can be found on our website at www.asml.com. The Safe Harbor statement will apply to this call and all associated presentation materials. The length of this call will be 30 minutes.

And now I’d like to turn the call over to Peter Wennink for a brief introduction. Peter?

Peter Wennink

Thank you. Good afternoon and good morning, everyone, and thank you for attending today’s conference call regarding our recently issued press release. Before we begin the Q&A session, I’d like to provide a brief overview of the key points of the announcement. Following the introduction, Eric and I would gladly take as many of your questions as time will allow.

ASML announced today that we’ve established a program to enable minority equity investments in the company, by its largest customers in addition to commitments to partially fund ASML’s research and development spending for our future programs. The objective of the program is to accelerate our development of EUV beyond this current generation and our development of future 450 millimeter wafer technology, both due in the second half of this decade.

The possession is focused on risk sharing through co-investments by customers and contains basically three elements: first, the first element is that it has customers contributing potentially up to €1.4 billion towards our research and development cost for what we call a non-recurring engineering cost over and above the five year period starting in 2013.

The second element is that customers will have the ability to take a minority interest in the company, which in essence provides the cement for the strategic relationship between ASML and the industry. And the third element is that the money that we will receive for the issuance of the maximum of 25% additional shares will be returned in full to the adjusting shareholders through the use of a synthetic buyback program.

We see multiple benefits of this program to our customers, our shareholders, and our employees, as well as the electronics consumer at large by providing advanced lithography solutions sooner that will reduce our customer’s cost of IC manufacturing. Our customers will see an acceleration of delivery of lithography products through the middle of the next decade that will allow cost reductions, a few continued scaling, and larger wafer size migration. It’s important to point out that the products that result from this customer co-investment will be available without any restriction to every semiconductor manufacturer worldwide.

As for the existing shareholders, all money is paid for every new share created in this program, which will be a minimum of 15% and a maximum of 25% of issued shares, will be repaid by way of a combination of a capital repayment and a reverse stock split such there is no earnings per share or EPS dilution as the result of this program.

In addition, this program helps to spread the risks of the significant new development activities. However, not only does the additional funding and customer commitment de-risk the R&D program, the customer co-investment helps ASML in maintaining its consistent policy of return of capital, while at the same time, expanding the long-term growth of the business through increased sales and operating profit opportunities as we expect new commercial opportunities as a result of these additional R&D expenditures.

As both the next generation EUV development and 450 millimeter wafer size, two developments will take place at the same time. We will be creating some challenges in resourcing these programs. We currently see a need to add about 25% more engineering manpower or approximately 1,000 to 1,200 additional engineers both flexed and fixed giving our current and future employees plenty of new opportunities and challenges.

This funding and participation by a leading semiconductor manufacturer is an acknowledgment of the essential contribution of litho technology in ensuring the continuation of Moore's Law. We welcome Intel as the first customer to agree, to contribute to these investments in ASML R&D funding up to an amount of €829 million, all dedicated to the development of 450 millimeter and EUV technology.

Additionally, Intel has committed to advance purchase orders for 450 millimeter and EUV development and production tools from ASML to support technology development and supply chain engineering announcements. We hope to be able to announce additional investments by other customers in the coming weeks.

Now with that, Eric and I would be pleased to take your questions.

Craig De Young

Thank your, Peter. Ladies and gentlemen, the operator will instruct you momentarily on the protocol for the Q&A session. But as the call is short, I would like to ask that you ask only one question please, this will allow us to get as many callers in as possible.

Now, operator, could we have your instructions and then the first question please.

Question-and-Answer Session

Operator

Of course, sir, thank you. Ladies and gentlemen, at this time we will begin the question-and-answer session. (Operator Instructions) The first question is coming from Mr. Satya Kumar. Please state you company name followed by your question.

Satya Kumar – Credit Suisse Securities LLC

Yeah, hi, thanks. Satya Kumar from Credit Suisse. First off, thanks, Eric, and great for doing the call so late, I don’t feel that I really going to wake late at night. Just on the investments that you’re doing at your – I understand that the R&D investment benefit [and orders], which you’re getting from Intel and hopefully from other customers, which has helped you accelerate the program, but just from the sense of allowing your consumers to take an equity stake in that, I guess presumably your current shareholders are going to give up on the long-term potential upside from lithography going and EUV going. What’s the need for doing that? Why not just have the R&D investments and sort of leave it intact?

Eric Meurice

Well, if we had given only a request, we’ll have funding with no contractual benefit, we may have had no success in a way or we would have had to give away potentially pricing, which would have had an impact on the P&L. By offering the customers equity or opportunity, they were more enticed to invest meaning loose or have a P&L impact on their side, which is significant, it would be €1.4 billion of P&L impact shared by the customers, in return for the possibility of an appreciation.

And this appreciation of ASML is short-term and long-term. Long-term because we all expect ASML as a company that will develop value; and short-term because by doing this alignment, our strategic customers do realize that they bring in fact value to ASML by proving the case of the fundamental value that ASML has in this industry. So in other terms, it seems to be a win-win, where we get free funding, which will help us in the future and they get the possibility of appreciation through this funding, because it will create value and through the alignment, the industry alignment, which has of course huge value, which could be recognized by all our shareholders.

Satya Kumar -- Credit Suisse Securities LLC

Well, thanks and congratulations again.

Eric Meurice

Thank you.

Operator

The next question is coming from Mr. Marcel Achterberg. Please state your company name followed by your question.

Marcel Achterberg – Petercam SA

I’m Marcel Achterberg from Petercam. Congratulations on the deal. so I think it’s a brilliant move. One question that why did the foundation construction and then the non-voting shares, why did you choose for that option?

Peter Wennink

So I’ll answer that Eric.

Eric Meurice

Yeah, Pete.

Peter Wennink

The reason is that we wanted to prevent any potential ambiguity that could arise from having, let’s say, two sets of shareholders where basically customers might have different interests than our regular shareholders. And we didn’t look at that they do not want customers to have any significant influence on, let’s say, the governance of the companies, so that the company as we have proven in the past is, very able and very capable of making the right course. And we want to make sure that going forward, we have that same opportunity to do what we think is the best to do to bring the technologies to the market. So that was the reason why we wanted to exclude the customers from the normal voting rights.

Marcel Achterberg – Petercam SA

Okay. Thank you.

Operator

The next question is coming from Mr. Cornelius Rahn. Please state your company name followed by your question.

Cornelius Rahn – Bloomberg News

Yeah. Hi, I’m Cornelius Rahn from Bloomberg News, and I’ve two questions. One is, I don’t know how much you can tell us about the potential candidates or the customers that you’re in discussions with, on the additional stakes and R&D investments. I saw this morning (inaudible) TSMC and Samsung, I don’t know if you can comment on that? And the next question, I think it might be related to what you already said that you don’t want too much, I mean if there is a limit of 19.9% over the next – for the next six years, I think as well as, so look down for the shares that have been purchased by the customers, can you tell us why you would set the limit like that? Thank you.

Eric Meurice

Yeah, Peter, you may want to answer the 19.9% (inaudible) customer.

Peter Wennink

Yeah. Well, the 19.9% is in on several layers or let’s say, from an accounting point of view, from a governor’s point of view, there is a 20% threshold that is really important in both legislation and in accounting the regulation. Also from a corporate governance point of view, there seems to be a kind of a threshold. So we didn’t want to go over the 20% because they are all kinds of different accounting treatments, but also corporate governance consequences would be trigged. That’s why we thought it was wise and also like we also mentioned, referring back to the previous question, that it would be very wise to keep the company fully independent on what we want to do. That’s why the 19.9% stands here for the next six years is a key element in this program.

Cornelius Rahn – Bloomberg News

Okay.

Eric Meurice

And regarding the customer issues, so we decided that 25% maximum allowed in this program, would allow enough free flow of shares. 75% being I would say free trading and 25% belonging to the customer. That’s one facet. The second facet is 25% represents a possibility of a funding of about €1.4 billion, which is also what we identified as necessary to do the 450 millimeter project and the EUV. So we said to ourselves, so therefore the target for this program should be 25%.

Now how do we execute the 25%? How do we allocate the 25% to the different customers? We had to go through a process of priority in which we selected our three biggest customer by just sales number, which are Samsung, TSMC and Intel. And we went through a discussion with them since about now six months to nine months, where we discussed a possibility of this idea and consortium and understand whether there is value for them or no.

So at this moment, Intel has been the first to shoot, because Intel had the obvious reason sponsoring 450 millimeter and needing to have us help them execute the program and as they mentioned in their call in pulling in the program, the prototype program by about two years. So they jumped quickly before the other two, who are still in discussion with us. Because of the laws of disclosures, we had to disclose the Intel situation, and we could not wait until we have finished the negotiations with TSMC and Samsung, which potentially would come in if the negotiation completes.

Now, we do not know at this moment if the two will – with Intel, we’ll cover the full 25% or if we can open to the additional customers, so we must say that, we’re still open to the possibility of having TSMC and Samsung participate to a smaller level, and then giving space to others, which of course will be optimum. but the others would understand, if only the very large player in the industry would do this, because at the end of the day, this is done as a way to secure Moore’s Law, which would be valid for everybody.

I’d remind everybody as Peter said, there is no privilege to our customers to invest except that their investment is compensated a bit by the equity possibility. But the value here for those three companies is to ensure that we can do Moore’s Law. If they didn’t give us the money, the risk of the business will be high and this is clearly (inaudible).

So again, we hope to have three, we can have more of them or maybe we stop that Intel if we in fact do not convince our customers to do this a fairly unique method of financing the industry. One of the first in industry to competitive corporation I guess, which we hope will serve as an example to other industries, but it’s unique, indeed, that was unique and a innovative way of doing it, which you can imagine, may not to be obviously understood by everybody or allowing us to do. but at this moment, we’re very happy at least we have 15% and 850 million or so covered of the program.

Cornelius Rahn – Bloomberg News

Okay. Thank you very much.

Operator

The next question is coming from Mr. Mahesh Sanganeria. Please state your company name followed by your question.

Mahesh Sanganeria – RBC Capital Markets

Thank you very much. Mahesh Sanganeria at RBC Capital Markets. The question I have on what’s – how are you paying your customers back in terms of – say, Intel invested $1 billion, what claims will they have on the products in exchange for the risk they’re taking in the investment? I would assume that equity investment, they could have done in the open market. And so that’s not really a consideration. So what are you offering in return?

Eric Meurice

No, as we said, the funding is a funding and the only commitment we have is to fund the amount of money on the same project. So they do not fund it and we don’t do anything. So it’s sort of matching opportunity. Now we may or may not deliver, this is irrelevant, they have to fund.

What the gain what we have of course agreed on Intel and we would agree with anybody would be certain numbers of deliveries have to happen, not so much nice [show in] R&D, but the fact that in the case of 450 millimeter, we have committed to be ready with numbers of tools at given dates, which also corresponds to the fact that we are getting purchase orders. So that you can say is a commitment due to the R&D.

The second set of commitments could be, but this is independent from this process, could be volume purchase agreements or commercial agreements, which are normal things that we do with every customers again without the equity. The belonging on this program does not influence the commercial conditions that they would have got in the first place. So commercial conditions depend on the size of the purchase orders, and on the price that they’re willing to pay.

Peter Wennink

And I would like to add to that Mahesh, that the economic motive behind this industry has always been to get the right technology on time. This will enable our customers together with us to get the right technology where complexity is increasing with every note to get that right technology on time that is where they get the payback.

Mahesh Sanganeria – RBC Capital Markets

Okay. Thank you very much, yeah, okay.

Operator

The next question is coming from Mr. Mehdi Hosseini. Please state your company name followed by the question.

Mehdi Hosseini – Susquehanna International Group

Yes. Thank you. Mehdi Hosseini, Susquehanna International. It is a follow-up question, I actually think the bidding process going forward since these remaining 10% of the allocation less than and then the – at the minimum it has to be at €39.9 per share. Is there a formula here to figure out what the upside could be or how the bidding process is going to look going forward?

Peter Wennink

It would be fair knowing that as we said, we opened this as a consortium about six, nine months ago that we give the €39.91 fixed today to TSMC and Samsung on the assumption that they would take the decision very quickly because it’s just a question of completing the program, the same program as for Intel. So we’d like to of course just stick to that. And secondly, remember that these companies would pay the premium of the funding to the suites, make true logical sense to have €39.91, which is again the market price of before the announcement. So that said, that’s what we plan.

In case other customers comes in too late, that is we could consider that it is far away from the current dates, in case the stock price would go extremely high. And in case, it’s obviously a deal which is different than what has been announced? Yes indeed, we could consider the possibility of freezing the price. But remember why we do this? We do this because the customer pays the premium due to the funding. And important thing for us as a company and hopefully for you as a shareholder is, you get the funding because the P&L will be improved and the P&L will be improved because we’ll have less waste of execution, we’ll execute faster nodes.

And as you know in this business, if we get to know to execute faster, we get more sales and a higher profitability, so everybody wins into the situation. If we were to try to be smart about it and raise the share price to get the value to the shareholders and not to the customers and the customers may not just go in. And in which case, the shareholders at the end would lose.

So this balance I think is an important statement in which we need to support our shareholders indeed. That they need to understand that it’s a long term value, clearly it’s– it has the facet of better P&L because of funding and the facet of a better P&L because of higher sales. And it has a facet of a huge customer alignment, which has as you can imagine a fundamental change of the industry here, which has also shareholders value. So we would like to be keeping this €39.91 to keep the philosophy of this project in action.

Mehdi Hosseini – Susquehanna International Group

But you also have this ability to increase R&D commitment in case share prices were to go further above €40, [can’t you]?

Peter Wennink

And the recommitment is set under the program as 33% of every euro that we receive through the sale of the shares. So we will keep this hopefully like Eric said, we have been negotiating with two of the large customers now for six to nine months, or at least have developed the shape of this particular program. Intel moved in this case first.

So we’re going to keep this price open for a limited amount of time, which will be 45 days. Don’t forget at the end of 45 days, if they sign up the €39.9, the net present value of the 33% [NAV] at our weighted average cost of capital is about 25%. So you talk about – if you want to talk about premiums, they pay about 25% premium. So that is a – what we think where we came from with the negotiation of the largest customer give them the reasonable time to basically sign up to this and after that clearly, we’re going to set the price of this reflection off the market at that time.

Mehdi Hosseini – Susquehanna International Group

Got it. Thanks so much and congrats.

Peter Wennink

Okay, thank you.

Operator

The next question comes from Mr. Jagadish Iyer. Please state your company name followed by your question.

Jagadish Iyer – Piper Jaffray, Inc.

Piper Jaffray. A quick question, I just wanted to understand Peter on the 450 millimeter, I know you had articulated very well on the EUV margins, in terms of different stages. So how should we think about for the first time you’ve talked about 450 millimeter, little bit more in terms of details about roadmaps. So how should we think about the regular 450 millimeter immersion product margins vis-à-vis, 450 millimeter EUV. And can you give us some kind of clarity in terms of how much commonality that the new EUV will tool on the 300 millimeter compared with 450 millimeter EUV. Thank you.

Eric Meurice

On the last question has a lot of commonality on the architecture of the 300 millimeter EUV tool will allow an upgrade to 450 millimeter. So the focus of the 450 millimeter program will be on the other products, which is ArF and ArF immersion and KrF. That’s where the focus will be. Now clearly, you could argue that 450 millimeter is just bigger but the engineers here they actually assured me that it has a lot of challenges also from a physics point of view. But I can safely say that I believe that 450 millimeter although the program will be very large, because it has all these different wavelengths. The complexity of the program is something we understand of course better than EUV, which is more revolutionary.

So that’s also why we believe that from a margin point of view, we do not see any major issues in bringing 450 millimeter to the market with gross margins, let’s say that we would find normal for our type of business. So, of course we cannot guide you on gross margins, on products that we’re going to ship in 2018, but I hope (inaudible) that the challenges on 450 millimeter are more akin to what we normally do and that should at least give you some level of comfort.

Jagadish Iyer – Piper Jaffray, Inc.

Okay, fine. Thank you.

Operator

The next question comes from Mr. Janardan Menon. Please state your company name followed by your question.

Janardan Menon – Liberum Capital

Hi, it’s Janardan from Liberum Capital. I’m just wondering – just a quick question from the EUV side, how does this change your EUV roadmap, the Intel funding coming through and to what extent would you become more confident of hitting some of your EUV milestones that you’ve outlined over the next couple of years on the back of the Intel investment?

Eric Meurice

Good question Janardan, thank you. Being a permanent EUV program for which we’ve committed to the customers and also to our shareholders that we would be in production in 2014. This current machine code is 2300, will not be impacted at all. So we think it will be there, it will have the specifications. We’ll discuss this by the way on the call next week, it does impacted and we don’t need the additional funding to succeed that.

The additional funding, however, will help us in the version expected for 2018, which is a significant undertaking. As equivalence, it has bigger need for higher power. It has a significant challenge on the overlay. And as Peter explained, it is going to be 300 and 450 compatible. So that’s a big project for 2018 and this is the one we want to secure for with this additional funding.

Janardan Menon – Liberum Capital

So to that extent, that could conclude that, even though it’s mentioned 450 millimeter and EUV separately, in reality – was the entire investment is targeted at the 450 millimeter platform, but including EUV to that extent?

Eric Meurice

No, no, no. If you look at the total expenditure that we plan on EUV, so I’m going to give you a big number, but this includes our numbers, this includes the suppliers’ number, et cetera. EUV in general is going to cause our microcustomer suppliers and us about 3.4 billion. And on the 3.4 billion, the thing which is 450 dedicated is only 500 million. So on a total, EUV program was 3.4 billion, 500 is say 450. So that we’re doing funding, we would receive on these EUV. (Inaudible) used for the fundamentals like the power, like the higher lens, larger lens like the capability of using illuminations with smart illumination rooms.

Janardan Menon – Liberum Capital

Okay, thanks.

Operator

The next question comes from Mr. Didier Scemama, please state your company name followed by your question.

Didier Scemama – Bank of America Merrill Lynch

Good morning, it’s Bank of America Merrill Lynch, thanks for taking my question. Actually I was wondering whether you could talk about the pricing dynamics of EUV machines with these transactions, whether that change anything with regards to what has been discussed in the past? Thanks.

Eric Meurice

Yeah this is a very good question Di. This is what we call – I call alignment, alignment means that we are going to have a bunch of share holders, customers understanding that ASML has to be successful, has to be given the means in which – the means comes with the funding and comes with the price, which allows to further investment. And because you don’t do investment, only we’re funding, you do investment because you make money on the machines you sell.

So everything will be more aligned in terms of what is feasible, we need to have more transparency to the customers obviously. And on the other side, the customer cannot accuse or squeeze us and so that we would be impeded through our next generation. So these are – this alignment has value for shareholders in the sense of the commercial fight, is going to be reduced to being a pure technical fight, which is already a problem of course.

Peter Wennink

Okay, operator I think we’ll take one more call if you will, and then ladies and gentlemen, if weren’t able to get through investor relations group is available. The West Coast guys are going to go to sleep here pretty soon, but Europe is open for business there I say so. But, no if you have some continuing questions, feel free to contact us. And operator – Peter, if we can have the last caller please, that would be great. Thank you.

Operator

Of course, Mr. Peter. The last question comes from Mr. Jerome Ramel. Please state your company name, followed by your question.

Jerome A. Ramel – Exane BNP Paribas

Yeah, Jerome, Exane BNP Paribas. Good morning, just one question. What difference do you see between the migration to 300 millimeter and the migration to 450 millimeter? So, why all the company, the Intel namely today want to secure the development there? And what is the big difference between the 300 millimeter, I’m just trying to understand what have changed, are we talking about the last migration, are we – is that the last chance for these guys or just try to understand what is at stake there?

Eric Meurice

Yeah, it seems like it was well articulated in the Intel’s call, I think this afternoon here. Where – it sound [very] clear that those two things are not competing, they are different [animus]. The EUV, which would be used on 300 millimeter will allow you to shrink. So shrinking is fundamental for cost, for power, for performance. And 300 millimeter will potentially continue for ever in the roadmap of – which improve costs, power, and performance through EUV, EUV second generation, EUV third generation, et cetera. But at some point, if it is true that the market will consolidate on a few numbers of players, I’d say six, eight or so.

These players will be so large that the logistics of a factory, in particular factories, which will be in high level – high labor cost environment could benefit from a manufacturing scaling capability, which would potentially be offered by 450 millimeter. So in other terms, you make much more silicon out of the same square meters of the fab. And in other terms, this will be cheaper.

So you’ve got the two things happening separately, one you shrink and you can use 300 millimeter and you shrink every year. And secondly, when you get to some critical size, you may consider 450 millimeter as a cost saving. So how does that translate that means every of the customers at the moment, they will hit this critical size of manufacturing, will hesitate to go 300 or 450.

What we expect, as I early said this transition could happen for a few people in the 2018, ‘19 timeframe. We’re certain that it won’t happen before. It may happen so by 2018, ‘19 and it will not happen 400% of the market. It will be happening only for the people who have the volume to justify, so we expect say, two to three larger common being able to do this in 2018, ‘19 and we expect the others to stay at 300 and still continuing moves well on 300. So it is important for us to do machines, which are compatible with the two technologies.

Jerome A. Ramel – Exane BNP Paribas

I understand but I need it was the same rationale to my question to 300 millimeter from 200 millimeter, but Intel – they didn’t have the need to invest in ASML and to form the R&D. So why is the transition from 300 to 450 different from that perspective? Is it more complex, is it more…

Eric Meurice

No, it’s the same. But everything has been multiplied by a factor in terms of cost. EUV is a huge investment 450 with the sort of overlay that Peter relayed before, and we probably use new material, and new measure, new sensors, et cetera. The cost for them at 300 millimeter was 1, the cost now would be a multiplier of 3 or 4, just to execute that. So we are getting to a point where customers see that and understand that they cannot handle now multiple sub critical mass supplier to do things, which are so big in investment that what you will do if you under invest at multiple suppliers, you will in fact increase the risk, reduce the capability. So these multipliers in fact force this consolidation.

Jerome A. Ramel – Exane BNP Paribas

Okay. Thank you very much.

Craig De Young

Thanks Jerome for your question. Now on behalf of ASML’s board of management, I would like to thank you for your continued interest and attention to ASML and thank you for joining in our call today. Operator, if you would formally conclude the call, I’d appreciate it. Thank you very much.

Operator

Of course, sir. Ladies and gentlemen, this concludes the ASML customer co-investment innovation program conference call. Thank you for participating. You may now disconnect. Thank you.

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