Rating Type Rating Outlook Last Rating Action Long-Term IDR BBB+ Stable Affirmed 20 January 2017

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1 Corporates Amendment This report first published on 10 February 2017 has been reissued to update the text in the Liquidity section, the debt maturity and liquidity figures, and the organisation chart. Rating Type Rating Outlook Last Rating Action Long-Term IDR BBB+ Stable Affirmed 20 January 2017 Financial Summary F 2018F Gross Revenues (EURm) 6,287 6,795 7,679 8,346 Operating EBITDAR Margin (%) FFO Margin (%) FFO Fixed Charge Coverage (x) FFO Adjusted Net Leverage (x) Source: Fitch Key Rating Drivers Strong Market Position: ASML's ratings are supported by a strong market position and technological leadership in the supply of lithography systems. This is reflected in a revenue market share of around 80%. The company sustains its position through R&D and working closely with its key customers on product evolution, roadmap and delivery. ASML manages its cyclical and technological exposure by maintaining a scalable business model and by maintaining sufficient resources to continue R&D through periods of economic downturn. Product and Customer Concentration: ASML's focus on one cyclically exposed, technology-driven product segment, with high R&D costs, supplied to few large semiconductor manufacturers raises the company's operating risk and is a constraint on the ratings. This is partially offset by the company's revenue mix, improving stability from end-customer consolidation and customer shareholding. Investments for the Future: ASML invested EUR2.75bn in 2016 on acquiring 100% of HMI and intends to invest EUR1bn for a 24.9% stake in Carl Zeiss SMT in Both investments are aimed at bolstering R&D capabilities and are intended to lay the medium- to long-term foundations for future product developments. ASML has funded the investments predominantly with debt and with some use of equity and existing cash resources. Fitch expects ASML's funds from operations (FFO)-adjusted net leverage to increase to between 0.0x and 0.2x by end-2017 from a positive net cash position of (0.2x) at end The increase remains comfortably within ASML's 'BBB+' rating. Commensurate Increase in Debt: Fitch views ASML's use of the balance sheet to strengthen the company's operating profile as credit-supportive compared with other options such as increased share buybacks. We also believe the increase in gross debt is being undertaken at an appropriate time in the evolution of the business and in a manner that preserves cash reserves for liquidity. ASML has maintained gross debt at around EUR1.1bn for the past three years, which has now increased to EUR3.3bn as a result of the recent acquisitions. The increase in debt comes after a period of gradual and sustainable improvement in the company's operating and credit risk profiles. Sustained Improvements in Operating Profile: ASML's operating and credit profiles have improved over the past two to three years, in our opinion. This reflects the fruition of EUV technology following years of investment in R&D, a near 90% market share in high-end lithography machines, and increased collaboration with key customers such as Intel, TSMC and Samsung. It also takes into account increasing diversification of end-customer applications, expansion in holistic lithography, a growing proportion of revenues from service and field option sales, and semiconductor industry consolidation that is likely to lead to greater stability in overall industry capacity planning. Conservative Financial Policy: At end-4q16, ASML had a net cash position with EUR4.1bn of cash and short-term investments and EUR3.1bn of long-term debt. We expect ASML to maintain a cash liquidity buffer of between EUR2bn and EUR2.5bn. The company has a strong cash-generative capability with a pre-dividend free cash flow 15 February

2 (FCF) margin of 12%-15%. ASML's dividend payout ratio is likely to remain between 45% and 60% of pre-dividend FCF despite strong dividend growth. This enables the company to retain sufficient capacity and flexibility to manage its leverage profile. Key Industry Sector: ASML's prospects are intrinsically linked to those of the semiconductor industry. Cyclicality will continue to be a feature, but the medium- to long-term trend is likely to be robust given that semiconductors are central to almost all electronic equipment and devices and their innovation. Growth for ASML will be driven by an increase in electronic equipment and device sales, increase in lithography intensity for greater semiconductor shrink, and a growing proportion of silicon content in electronic devices. Rating Derivation Relative Table Rating Derivation versus Peers Peer Comparison Parent/Subsidiary Linkage Country Ceiling Operating Environment Other Factors ASML has one of the strongest cash-generative capabilities in the technology sector, which is supported by an 80% market share in its niche segment. The company's technology supports and drives the development of a much larger semiconductor manufacturing sector. Barriers to entry are driven by know-how, technology expertise, capital investment requirements and customer partnerships. The ability to manage a leveraged balance sheet is constrained by cyclical exposure and customer and product concentration risks. No parent/subsidiary linkage is applicable. No Country Ceiling constraint was in effect for these ratings. No operating environment influence was in effect for these ratings. N/A Source: Fitch Rating Sensitivities Future Developments That May, Individually or Collectively, Lead to Positive Rating Action Positive rating action is unlikely in the near term. The unique nature of ASML's business, including the cyclicality in its customers' end- markets, technology migrations that drive the need for high R&D investment and the company's limited diversification, are a constraint on the ratings. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action Operating margins materially below 10%-15% in downturns and below 25%-30% at the peak of upcycles. Fitch, however, recognises that operating losses may be incurred during extreme cyclical contractions. Liquidity (defined as gross cash plus undrawn, committed RCF facilities beyond two years less any debt maturities occurring within two years) consistently below EUR1.5bn. The company's public commitment is to a strong cash balance. Major loss of market share. Revenue market share is currently estimated at around 75%-80% (up from 65% in 2009). A decline to 55%, albeit still strong, would signal a rapid shift in market position and one that would probably reflect a sustained negative trend. Mid-cycle FFO adjusted gross leverage remaining above 2.0x (equivalent to 1.0x FFO adjusted net leverage) on a sustained basis. Liquidity and Debt Structure ASML Maintains Strong Liquidity: ASML maintains a strong cash position, which covers all debt maturities for at least the next five years. The company targets a minimum cash buffer of EUR2bn to EUR2.5bn. As of end-2016, ASML had a cash position of EUR2.91bn and short-term investments of EUR1.15bn and an undrawn RCF of EUR700m maturing in Debt Structure: ASML s debt comprises the following bonds (confirmation that the 2017 bond will be repaid in cash): EUR238m 5.75% notes due 13 June 2017 EUR500m 0.625% notes due 7 July 2022 EUR750m 3.375% notes due 19 Sept 2023 EUR1bn 1.375% notes due 7 July 2026 EUR750m 1.625% notes due 28 May February

3 Debt Maturities and Liquidity at FYE16 Debt Maturities as of Dec 2016 (EURm) After ,000 Total debt 3,238 Liquidity Analysis (EURm) Unrestricted cash + Equivalent 4,057 Committed banking facilities 700 Available undrawn portion 700 Forecast FCF (post dividend) Short-term debt 242* Total liquidity 5,006 Liquidity score (x) Strong Source: Fitch *Includes EUR238m nominal value of short-term debt plus 4m of other items. 15 February

4 Trends and Forecasts Developed BBB+ Median Technology Median Note: Including Fitch expectations Source: Fitch Definitions FFO Interest Cover: FFO + Gross Interest paid minus interest received + Preferred Dividends paid divided by Gross Interest Paid + Preferred Dividends Paid. Revenue Growth: Percentage growth in revenues since previous reporting period. FFO Margin: FFO divided by Revenues. FFO Adjusted Net Leverage: Total Debt with Equity Credit + Lease equivalent Debt + Other off Balance Sheet Debt - Readily Available Cash & Equivalents divided by Funds From Operations [FFO] + Gross Interest (Paid) - Interest Received + Preferred Dividends (Paid) + Operating Lease Expense for Capitalised Leased Assets. 15 February

5 Key Assumptions Fitch's key assumptions within our rating case for the issuer include: Revenue growth of 13% in 2017, driven by growth in field option and services, net equipment sales and full consolidation of HMI. R&D expenditure around EUR1.3bn in EBITDA margin of 29% in 2017, expanding to 31% by Capital expenditure of 5% to 5.5% of sales between 2017 and Dividend increases of 10% per year from 2017 to Share buybacks of EUR400m in 2017 and EUR500m in Financial Data (EURm) Historical Forecast F 2018F 2019F SUMMARY INCOME STATEMENT Gross Revenues 5,857 6,287 6,795 7,679 8,346 8,903 Revenue Growth (%) Operating EBITDA (before income from associates) 1,537 1,862 2,015 2,229 2,445 2,787 Operating EBITDA Margin (%) Operating EBITDAR 1,581 1,907 2,060 2,283 2,504 2,849 Operating EBITDAR Margin (%) Operating EBIT 1,283 1,565 1,658 1,822 2,003 2,332 Operating EBIT Margin (%) Gross Interest Expense Pre-Tax Income (Including Associate Income/Loss) 1,270 1,549 1,692 1,768 1,948 2,279 SUMMARY BALANCE SHEET Readily Available Cash & Equivalents 2,754 3,409 4,057 3,246 3,460 3,957 Total Debt with Equity Credit 1,154 1,130 3,320 3,113 3,085 3,084 Total Adjusted Debt with Equity Credit 1,505 1,490 3,680 3,543 3,553 3,582 Net Debt -1,600-2, SUMMARY CASH FLOW STATEMENT Operating EBITDA 1,537 1,862 2,015 2,229 2,445 2,787 Cash Interest Paid Cash Tax Dividends Received Less Dividends Paid to Minorities (Inflow/Outflow) Other Items Before FFO Funds Flow from Operations 1,633 2,008 1,961 2,160 2,424 2,804 Change in Working Capital Cash Flow from Operations (Fitch Defined) Total Non-Operating/Non-Recurring Cash Flow 1,025 2,026 1,666 1,776 1,756 2, February

6 Capital Expenditure Capital Intensity (Capex/Revenues) Common Dividends Net Acquisitions & Divestitures 0 0-2,641 Other Investing and Financing Cash Flow Items Net Debt Proceeds , Net Equity Proceeds Total Change in Cash DETAIL CASH FLOW STATEMENT FFO Margin (%) Calculations for Forecast Publication Capex, Dividends, Acquisitions & Other Items before FCF Free Cash Flow after Acquisitions & Divestitures Free Cash Flow Margin (after net acquisitions) (%) ,365-1, ,350-1, , COVERAGE RATIOS FFO Interest Coverage (x) FFO Fixed Charge Coverage (x) Operating EBITDAR/Gross Interest Expense + Rents (x) Operating EBITDA/Gross Interest Expense (x) LEVERAGES RATIOS Total Adjusted Debt/Operating EBITDAR (x) Total Adjusted Net Debt/Operating EBITDAR (x) Total Debt with Equity Credit/Operating EBITDA (x) FFO Adjusted Leverage (x) FFO Adjusted Net Leverage (x) How to Interpret the Forecast Presented The forecast presented is based on the agency s internally produced, conservative rating case forecast. It does not represent the forecast of the rated issuer. The forecast set out above is only one component used by Fitch to assign a rating or determine a rating outlook, and the information in the forecast reflects material but not exhaustive elements of Fitch s rating assumptions for the issuer s financial performance. As such, it cannot be used to establish a rating, and it should not be relied on for that purpose. Fitch s forecasts are constructed using a proprietary internal forecasting tool, which employs Fitch s own assumptions on operating and financial performance that may not reflect the assumptions that you would make. Fitch s own definitions of financial terms such as EBITDA, debt or free cash flow may differ from your own such definitions. Fitch may be granted access, from time to time, to confidential information on certain elements of the issuer s forward planning. Certain elements of such information may be omitted from this forecast, even where they are included in Fitch s own internal deliberations, where Fitch, at its sole discretion, considers the data may be potentially sensitive in a commercial, legal or regulatory context. The forecast (as with the entirety of this report) is produced strictly subject to the disclaimers set out at the end of this report. Fitch may update the forecast in future reports but assumes no responsibility to do so. 15 February

7 Rating Navigator Factor Levels Sector Risk Profile Operating Environment Management and Corporate Governance Sector Competitive Intensity Business Profile Sector Trend Company's Market Position Diversification Profitability Corporates Ratings Navigator Technology Financial Profile Financial Structure Financial Flexibility Issuer Default Rating aaa AAA Stable aa+ AA+ Stable aa AA Stable aa- AA- Stable a+ A+ Stable a A Stable a- A- Stable bbb+ BBB+ Stable bbb BBB Stable bbb- BBB- Stable bb+ BB+ Stable bb BB Stable bb- BB- Stable b+ B+ Stable b B Stable b- B- Stable ccc CCC Stable cc CC Stable c C Stable d or rd D or RD Stable 15 February

8 15 February

9 Peer Financial Summary Company Date IDR Gross Operating FFO Margin FFO Fixed FFO Adjusted Revenues (EURm) EBITDAR Margin (%) (%) Charge Coverage (x) Net Leverage (x) 2016 BBB+ 6, BBB+ 6, BBB+ 5, BBB+ 5, Intel Corporation 2015 A+ 50, A+ 44, A+ 38, KLA-Tencor Corp BBB- 2, BBB- 2, BBB 2, STMicroelectronics N.V BBB- 6, Source: Fitch 2015 BBB- 6, BBB- 6, February

10 Simplified Group Structure Diagram BBB+/Stable EBITDA - EUR2,060 EUR700m Unsecured Revolver due 2021 BBB+ Outstanding:0m EUR238m Unsecured Bonds due 2017 BBB+ Outstanding:238m EUR500m Unsecured Bonds due 2022 BBB+ Outstanding:500m EUR750m Unsecured Bonds due 2023 BBB+ Outstanding:750m EUR1000m Unsecured Bonds due 2026 BBB+ Outstanding:1000m EUR750m Unsecured Bonds due 2027 BBB+ Outstanding:750m ASML Hong Kong Ltd ASML Systems B.V. ASML Netherlands B.V. ASML US Inc Source: Company, As at Dec February

11 Reconciliation of Key Financial Metrics (EUR Millions) 31 Dec 2016 Income Statement Summary Operating EBITDA 2,015 + Recurring Dividends Paid to Non-controlling Interest 0 + Recurring Dividends Received from Associates 0 + Additional Analyst Adjustment for Recurring I/S Minorities and Associates 0 = Operating EBITDA After Associates and Minorities (k) 2,015 + Operating Lease Expense Treated as Capitalised (h) 45 = Operating EBITDAR after Associates and Minorities (j) 2,060 Debt & Cash Summary Total Debt w ith Equity Credit (l) 3,320 + Lease-Equivalent Debt (Op. Lease Expense Treated as Capitalised * Capit. Lease Multiple) (h*i) Other Off-Balance-Sheet Debt 0 = Total Adjusted Debt w ith Equity Credit (a) 3,680 Readily Available Cash [Fitch-Defined] 2,907 + Readily Available Marketable Securities [Fitch-Defined] 1,150 = Readily Available Cash & Equivalents (o) 4,057 Total Adjusted Net Debt (b) -377 Cash-Flow Summary Preferred Dividends (Paid) (f) 0 Interest Received 72 + Interest (Paid) (d) -56 = Net Finance Charge (e) 16 Funds From Operations [FFO] ( c) 1,961 + Change in Working Capital [Fitch-Defined] -295 = Cash Flow from Operations [CFO] (n) 1,666 Capital Expenditures (m) -324 Multiple applied to Capitalised Leases (i) 8.0 Gross Leverage Total Adjusted Debt / Op. EBITDAR* [x] (a/j) 1.8 FFO Adjusted Gross Leverage [x] (a/(c-e+h-f)) 1.8 Total Adjusted Debt/(FFO - Net Finance Charge + Capitalised Leases - Pref. Div. Paid) Total Debt With Equity Credit / Op. EBITDA* [x] (l/k) 1.6 Net Leverage Total Adjusted Net Debt / Op. EBITDAR* [x] (b/j) -0.2 FFO Adjusted Net Leverage [x] (b/(c-e+h-f)) -0.2 Total Adjusted Net Debt/(FFO - Net Finance Charge + Capitalised Leases - Pref. Div. Paid) Total Net Debt / (CFO - Capex) [x] ((l-o)/(n+m)) -0.5 Coverage Op. EBITDAR / (Interest Paid + Lease Expense)* [x] (j/-d+h) 20.4 Op. EBITDA / Interest Paid* [x] (k/(-d)) 36.0 FFO Fixed Charge Cover [x] ((c-e+h-f)/(-d+h-f)) 19.7 (FFO - Net Finance Charge + Capit. Leases - Pref. Div Paid) / (Gross Int. Paid + Capit. Leases - Pref. Div. Paid) FFO Gross Interest Coverage [x] ((c-e-f)/(-d-f)) 34.7 (FFO - Net Finance Charge - Pref. Div Paid) / (Gross Int. Paid - Pref. Div. Paid) * EBITDA/R after Dividends to Associates and M inorities Source: Fitch based on company reports 15 February

12 Fitch Adjustment Reconciliation (EURMillions) Income Statement Summary Reported Values 31 Dec 16 Sum of Fitch Adjustments Adjusted Values Revenue 6, ,795 Operating EBITDAR 2, ,060 Operating EBITDAR after Associates and Minorities 2, ,060 Operating Lease Expense Operating EBITDA 2, ,015 Operating EBITDA after Associates and Minorities 2, ,015 Operating EBIT 1, ,658 Debt & Cash Summary Total Debt With Equity Credit 3, ,320 Total Adjusted Debt With Equity Credit 3, ,680 Lease-Equivalent Debt Other Off-Balance Sheet Debt Readily Available Cash & Equivalents 4, ,057 Not Readily Available Cash & Equivalents Cash-Flow Summary Preferred Dividends (Paid) Interest Received Interest (Paid) Funds From Operations [FFO] 1, ,961 Change in Working Capital [Fitch-Defined] Cash Flow from Operations [CFO] 1, ,666 Non-Operating/Non-Recurring Cash Flow Capital (Expenditures) Common Dividends (Paid) Free Cash Flow [FCF] Gross Leverage Total Adjusted Debt / Op. EBITDAR* [x] FFO Adjusted Leverage [x] Total Debt With Equity Credit / Op. EBITDA* [x] Net Leverage Total Adjusted Net Debt / Op. EBITDAR* [x] FFO Adjusted Net Leverage [x] Total Net Debt / (CFO - Capex) [x] Coverage Op. EBITDAR / (Interest Paid + Lease Expense)* [x] Op. EBITDA / Interest Paid* [x] FFO Fixed Charge Coverage [x] FFO Interest Coverage [x] *EBITDA/R after Dividends to Associates and Minorities 15 February

13 Full List of Ratings Rating Outlook Last Rating Action Long-Term IDR BBB+ Stable Affirmed 20 January 2017 Related Research & Criteria Criteria for Rating Non-Financial Corporates (September 2016) Analysts Tajesh Tailor Joe Howes February

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