Form 6-K ASML HOLDING NV For: Oct 19
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
______________________
FORM 6-K
REPORT OF A FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For October 19, 2016
______________________
ASML Holding N.V.
De Run 6501
5504 DR Veldhoven
The Netherlands
(Address of principal executive offices)
______________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If ‘‘Yes’’ is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXHIBITS 99.1, 99.3, AND 99.4 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-116337), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-126340), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-136362), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-141125), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-142254), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-144356), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-147128), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-153277), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-162439), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-170034), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-188938), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-190023), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-192951) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-203390) OF ASML HOLDING N.V. AND IN THE OUTSTANDING PROSPECTUSES CONTAINED IN SUCH REGISTRATION STATEMENTS.
Exhibits 

99.1 | “Strong logic demand drives third-quarter results, on track for record 2016 sales. Orders for three EUV systems show customer base expanding to six”, press release dated October 19, 2016 |
99.2 | “Strong logic demand drives Q3 results, on track for record 2016 sales. Orders for three EUV systems show customer base expanding to six”, presentation dated October 19, 2016 |
99.3 | Summary U.S. GAAP Consolidated Financial Statements |
99.4 | Summary IFRS Consolidated Financial Statements |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ASML HOLDING N.V. (Registrant)
Date: October 19, 2016 By: /s/ Peter T.F.M. Wennink
Peter T.F.M. Wennink
Chief Executive Officer
Exhibit 99.1
Media Relations Contacts
Lucas van Grinsven - Corporate Communications - +31 6 101 99 532 - Veldhoven, the Netherlands
Niclas Mika - Corporate Communications - +31 6 201 528 63 - Veldhoven, the Netherlands
Investor Relations Contacts
Craig DeYoung - Investor Relations - +1 480 696 2762 - Chandler, Arizona, USA
Marcel Kemp - Investor Relations - +31 40 268 6494 - Veldhoven, the Netherlands
Strong logic demand drives third-quarter results, on track for record 2016 sales
Orders for three EUV systems show customer base expanding to six
VELDHOVEN, the Netherlands, October 19, 2016 - ASML Holding N.V. (ASML) today publishes its 2016 third-quarter results.
• | Q3 net sales of EUR 1.81 billion, gross margin 46.0 percent |
• | ASML guides Q4 2016 net sales between EUR 1.7 and 1.8 billion and a gross margin between 47 and 48 percent |
• | ASML continues to expect HMI acquisition to close in Q4 |
(Figures in millions of euros unless otherwise indicated) | Q2 2016 | Q3 2016 |
Net sales | 1,740 | 1,815 |
...of which service and field option sales | 486 | 577 |
Other income (Co-Investment Program) | 23 | 23 |
New systems sold (units) | 39 | 38 |
Used systems sold (units) | 7 | 2 |
Average Selling Price (ASP) of net system sales | 27.3 | 31.0 |
Net bookings | 1,566 | 1,415 |
Systems backlog | 3,371 | 3,462 |
Gross profit | 741 | 834 |
Gross margin (%) | 42.6 | 46.0 |
Net income | 354 | 396 |
EPS (basic; in euros) | 0.83 | 0.93 |
End-quarter cash and cash equivalents and short-term investments | 2,926 | 4,313 |
A complete summary of US GAAP Consolidated Statements of Operations is published on www.asml.com
1
CEO Statement
"As anticipated, our third-quarter sales were driven by logic customers building out the 10 nanometer node, which represented more than 80 percent of net system sales, as well as continued growth in net service and field option sales. We also recognized partial revenue for one EUV system at shipment, which had not been included in our previous guidance. This lifted third-quarter net sales above guidance but also decreased our gross margin by 1.4 percentage points. For the remainder of the year, a mix of sales to both logic and memory customers keeps us on track to finish the year with record annual sales, for the third consecutive year," ASML President and Chief Executive Officer Peter Wennink said.
"Our EUV program continued to make progress on key industrialization metrics and we took orders for three NXE:3400 EUV systems in the quarter. This means that six customers are now actively engaged in the EUV introduction in both memory and logic."
Product and Business Highlights
• | In Deep Ultraviolet (DUV) lithography, we have shipped a total of 38 TWINSCAN NXT:1980 systems since introduction last year, enabling the 10 nanometer logic node ramp. In addition to new system sales, customers also upgrade existing systems to NXT:1980 performance. These upgrades are ramping in volume, supporting revenue growth from our installed base. For customers producing 3D NAND memory chips, we introduced a large-range level sensor as an option to our line of XT “dry” systems in the third quarter. This option improves leveling and hence focus performance on 3D NAND high-topology layers. |
• | In Holistic Lithography, we concluded a high-volume, multi-year purchase agreement with a leading chip maker, who will use ASML’s complete suite of Brion process window enhancement products for its high-volume production applications to achieve higher yield at the most advanced nodes. In addition, we successfully rolled out our latest litho control software to both memory and foundry customers in the third quarter. Most regulatory approvals for the acquisition of Hermes Microvision Inc. (HMI) have been received and we continue to expect it to close in the fourth quarter. |
• | In Extreme Ultraviolet (EUV) lithography, one of our customers demonstrated an average productivity of more than 1,500 wafers per day (wpd) over three days on a NXE:3350B. The best availability performance shown by an EUV system was above 90 percent over four weeks on a NXE:3300B. We shipped one NXE:3350B system in the third quarter. In Q4, we expect to ship one system; two additional systems will be |
2
delayed into early 2017, one due to customer fab readiness and one due to late material delivery.
Outlook
For the fourth-quarter of 2016, ASML expects net sales between EUR 1.7 and 1.8 billion, a gross margin between 47 and 48 percent, R&D costs of about EUR 275 million, other income of about EUR 23 million -- which consists of contributions from participants of the Customer Co-Investment Program, SG&A costs of about EUR 100 million (which includes one-off acquisition-related costs of around EUR 10 million) and an effective annualized tax rate of around 13 percent.
Update Share Buyback Program
As part of ASML's financial policy to return excess cash to shareholders through dividends and regularly timed share buyback programs, ASML in January 2016 announced its intention to purchase up to EUR 1.5 billion of shares to be executed within the 2016-2017 time frame. ASML intends to cancel the shares upon repurchase.
Through October 2, 2016, ASML has acquired 4.8 million shares under this program for a total consideration of EUR 400 million. The repurchased shares will be canceled.
The share buyback program is currently paused while we are in the midst of the HMI acquisition process. We continue to expect to complete the full 2016-2017 program, yet it may be further suspended, modified or discontinued at any time. Any transactions under this program will be published on ASML's website (www.asml.com/investors) on a weekly basis.
About ASML
ASML is one of the world’s leading manufacturers of chip-making equipment. Our vision is to enable affordable microelectronics that improve the quality of life. To achieve this, our mission is to invent, develop, manufacture and service advanced technology for high-tech lithography, metrology and software solutions for the semiconductor industry. ASML's guiding principle is continuing Moore's Law towards ever smaller, cheaper, more powerful and energy-efficient semiconductors. This results in increasingly powerful and capable electronics that enable the world to progress within a multitude of fields, including healthcare, technology, communications, energy, mobility, and entertainment. We are a
3
multinational company with over 70 locations in 16 countries, headquartered in Veldhoven, the Netherlands. We employ more than 15,500 people on payroll and flexible contracts (expressed in full time equivalents). ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML. More information about ASML, our products and technology, and career opportunities is available on www.asml.com.
Investor and Media Conference Call
A conference call for investors and media will be hosted by CEO Peter Wennink and CFO Wolfgang Nickl at 15:00 PM Central European Time / 09:00 AM U.S. Eastern time. To register for the call and receive dial-in information, go to www.asml.com/qresultscall. Listen-only access is also available via www.asml.com.
US GAAP and IFRS Financial Reporting
ASML's primary accounting standard for quarterly earnings releases and annual reports is US GAAP, the accounting principles generally accepted in the United States of America. Quarterly US GAAP consolidated statements of operations, consolidated statements of cash flows and consolidated balance sheets, and a reconciliation of net income and equity from US GAAP to IFRS as adopted by the EU (‘IFRS’) are available on www.asml.com.
In addition to reporting financial figures in accordance with US GAAP, ASML also reports financial figures in accordance with IFRS for statutory purposes. The most significant differences between US GAAP and IFRS that affect ASML concern the capitalization of certain product development costs, the accounting of share-based payment plans and the accounting of income taxes. ASML’s quarterly IFRS consolidated statement of profit or loss, consolidated statement of cash flows, consolidated statement of financial position and a reconciliation of net income and equity from US GAAP to IFRS are available on www.asml.com.
The consolidated balance sheets of ASML Holding N.V. as of October 2, 2016, the related consolidated statements of operations and consolidated statements of cash flows for the quarter ended October 2, 2016 as presented in this press release are unaudited.
Regulated Information
4
This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
Forward Looking Statements
This document contains statements relating to certain projections and business trends that are forward-looking, including statements with respect to our outlook, including expected customer demand in specified market segments including memory, logic and foundry, expected trends and outlook, including expected levels of service sales, systems backlog, expected financial results for the fourth quarter and full year 2016, including expected sales, other income, gross margin, R&D and SG&A expenses and effective annualized tax rate, annual revenue opportunity for ASML and EPS potential by end of decade, productivity of our tools and systems performance, including EUV system performance (such as endurance tests), expected industry trends and expected trends in the business environment, statements with respect to the acquisition of HMI by ASML, including the expected timing of completion of the HMI acquisition, the expected benefits of the acquisition of HMI by ASML, including the provision of e-beam metrology capability and its effect on holistic lithography solutions and pattern fidelity control, statements with respect to EUV targets, including availability, productivity and shipments, including the number of EUV systems expected to be shipped and timing of shipments, and roadmaps, shrink being key driver to industry growth, expected industry adoption of EUV and statements with respect to the intent of customers to insert EUV into production, the expected continuation of Moore's law and that EUV will continue to enable Moore’s law and drive long term value, goals for holistic lithography, intention to return excess cash to shareholders, and statements about our proposed dividend, dividend policy and intention to repurchase shares and statements with respect to the current share repurchase plan. You can generally identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. Forward-looking statements do not guarantee future performance and involve risks and uncertainties. These risks and uncertainties include, without limitation, economic conditions, product demand and semiconductor equipment industry capacity, worldwide demand and manufacturing capacity utilization for semiconductors (the principal product of our customer base), including the impact of general economic conditions on consumer confidence and demand for our customers' products, competitive products and pricing, the impact of any manufacturing efficiencies and capacity constraints, performance of our systems, the continuing success of technology advances and the related pace of new product development and customer acceptance of new products including EUV, the number and timing of EUV systems expected to be shipped and recognized in revenue, delays in EUV systems production and development, our ability to enforce patents and protect intellectual property rights, the risk of intellectual property litigation, availability of raw materials and critical manufacturing equipment, trade environment, changes in exchange rates, changes in tax rates, available cash and liquidity, our ability to refinance our indebtedness, distributable reserves for dividend payments and share repurchases and timing of resumption of the share repurchase plan, and other risks indicated in the risk factors included in ASML's Annual Report on Form 20-F and other filings with the US Securities and Exchange Commission. These forward-looking statements are made only as of the date of this document. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
5
Strong logic demand drives Q3 results, on track for record 2016 sales
Orders for three EUV systems show customer base expanding to six
ASML 2016 Third-Quarter Results
Veldhoven, the Netherlands
October 19, 2016
Public
Public
Slide 2
October 19, 2016
Agenda
• Investor key messages
• Business highlights
• Outlook
• EUV highlights
• HMI acquisition status
• Financial statements
Public
Slide 3
October 19, 2016
Investor key messages
Public
Slide 4
October 19, 2016
Investor key messages
• Lithography enables affordable shrink and therefore delivers compelling value for our customers
• ASML’s R&D investments in lithography and process control products supports customer roadmaps
• EUV will enable continuation of Moore’s Law and will drive long term value for ASML
• DUV and Holistic Litho product roadmaps enable multi-pass immersion patterning today, with
Holistic Litho supporting EUV in the future. These highly differentiated products provide unique
value drivers for us and our customers
• ASML models an annual revenue opportunity of € 10 billion* by 2020 and given the significant
leverage in our financial model will allow a potential tripling of EPS* by the end of this decade,
compared to calendar year 2014, thereby creating significant value for all stakeholders
• We expect to continue to return excess cash to our shareholders through dividends that are stable
or growing and regularly timed share buybacks in line with our policy
• Planned HMI acquisition provides market leading e-beam metrology capability which expands our
integrated Holistic Lithography solutions to include a new class of pattern fidelity control
* HMI acquisition not included, see Press Release (date June 16th 2016 on www.asml.com)
Public
Slide 5
October 19, 2016
Business highlights
Public
Slide 6
October 19, 2016
Q3 results summary
• Net sales of € 1,815 million, including around € 85 million EUV, 40 litho systems
sold valued at € 1,238 million, net service and field option sales at € 577 million
• Average selling price of € 31.0 million per system
• Gross margin of 46.0%
• Operating margin of 27.3%
• Net bookings of € 1,415 million, including 3 new EUV systems
• Backlog at € 3,462 million, including 12 EUV systems
Public
Slide 7
October 19, 2016
Sales in Units
EUV ArF i ArFdry KrF I-Line
1
19
1
14
5
EUV ArF i ArFdry KrF I-Line
2
19
2
16
7
Net system sales breakdown in value
Technology
EUV 7%
ArF
Immersion
77%
ArF Dry 2%
KrF
12% I-line 2%
End-Use
Memory
16%
Foundry
66%
IDM
18%
Q3’16
total value
€ 1,238
million
Q2’16
total value
€ 1,254
million
EUV 8%
ArF
Immersion
76%
ArF Dry 3%
KrF 11% I-line 2%
Memory
35%
Foundry
40%
IDM 25%
USA
21%
Korea
20%
Taiwan
28%
China
15%
Japan 4%
Rest of Asia 8%
Europe 4%
Region (ship to location)
USA 9%
Korea 10%
Taiwan
55%
China 6%
Japan 5%
Rest of Asia 7%
Europe 8%
Public
Slide 8
October 19, 2016
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
N
et
Sa
le
s
2011 2012 2013 2014 2015 2016
1,452 1,252 892
1,397 1,650 1,333
1,529
1,228
1,187
1,644
1,654
1,740
1,459
1,229
1,318
1,322
1,549 1,815
1,211
5,651
1,023
4,732
1,848
5,245
1,494
1,434
6,287
Total net sales million € by quarter
Q4
Q3
Q2
Q1
4,888 YTD
5,856
Public
Slide 9
October 19, 2016
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
N
et
Sa
le
s
2011 2012 2013 2014 2015 2016
2,184
935
1,489
2,225 2,115
989
844
588
440
831
514
628
1,856
2,279
2,064
1,186
1,608
1,731
767
5,651
930
4,732
1,252
5,245
1,614
5,856
2,050
6,287
1,540
Total net sales million € by End-use
4,888 YTD
Service & Options
Foundry
IDM
Memory
Public
Slide 10
October 19, 2016
Bookings activity by sector
Q3’16 total value
€ 1,415 million
New
systems
Used
systems
Units 37 6
Value M€ 1,396 19
New
systems
Used
systems
Units 40 3
Value M€ 1,555 11
Q2’16 total value
€ 1,566 million
Memory
36%
Foundry
52%
IDM
12%
Memory
25%
Foundry
57%
IDM
18%
Public
Slide 11
October 19, 2016
System backlog in value
Technology
EUV
38%
ArF
Immersion
51%
ArF Dry 2%
KrF 8%
I-line 1%
Region (ship to location)
USA
29%
Korea
27%
Taiwan
28%
China 5%
Rest of Asia 1%
Europe 10%
End-Use
Memory
31%
Foundry
40%
IDM
29%
Q3’16
total value
€ 3,462
million
Q2’16*
total value
€ 3,371
million
Memory
22%
Foundry
47%IDM
31%
USA
26%Korea
22%
Taiwan
35%
China 5%
Japan 2%
Rest of Asia 3%
Europe 7%
New
systems
Used
systems
Units 64 12
Value M€ 3,426 36
New
systems
Used
systems
Units 65 8
Value M€ 3,335 36
EUV
31%
ArF
Immersion
59%
ArF Dry 2%
KrF 7%
I-line 1%
* End-use distribution of Q2 2016 backlog contains an adjustment which transferred € 141 million from Foundry to Memory
Public
Slide 12
October 19, 2016
Capital return to shareholders
Progress of 2016/2017 share buyback program for up to € 1.5 billion
• Purchased € 13 million worth of shares in Q3
• Year to date € 400 million worth of shares purchased
• Share buyback program is currently paused while we are in the midst of the
HMI acquisition process
Dividend history
1.2
1.0
0.8
0.6
0.4
0.2
0.0
D
iv
id
en
d
(e
ur
o)
2008 2009 2010 2011 2012 2013 2014 2015
0.20 0.20
0.40 0.46
0.53 0.61
0.70
1.05
Cumulative capital return as from 2006
8,000
6,000
4,000
2,000
0
€
m
illi
on
2008 2009 2010 2011 2012 2013 2014 2015 2016
Dividend
Share buyback
The dividend for a year is paid in the subsequent year
YTD
Public
Slide 13
October 19, 2016
Outlook
Public
Slide 14
October 19, 2016
Outlook
• Q4 net sales between € 1.7 and 1.8 billion
• Gross margin between 47 and 48%
• R&D costs of about € 275 million
• SG&A costs of about € 100 million (which includes one-off acquisition-related costs
of around € 10 million)
• Other income (Customer Co-Investment Program) of about € 23 million
• Effective annualized tax rate around 13%
• Our guidance for fourth-quarter:
Public
Slide 15
October 19, 2016
EUV highlights
Public
Slide 16
October 19, 2016
EUV 2016 targets and achievements
• More than 1,500 wafers per day (wpd) exposed on NXE:3350B at a customer site on average over a three days
period
• Best performance is four-week average above 90% on one NXE:3300B system
• Seven customer systems have achieved a four-week average availability of more than 80%
• Consistency between tools and across sites still needs to be improved
• One NXE:3350B system shipped in Q1, one NXE:3350B system shipped in Q2, one NXE:3350B shipped in Q3
• In Q4, we plan to ship one system; two additional systems will be delayed into early 2017, one due to customer
fab readiness and one due to late material delivery
Productivity - Target: 1500 wafers per day
Availability - Target: 80%
NXE shipments - Target: 6-7
Public
Slide 17
October 19, 2016
HMI acquisition status
Public
Slide 18
October 19, 2016
HMI acquisition status
• HMI shareholders voted in favor for the acquisition during the HMI EGM
• Approvals received :
• CFIUS (US)
• Competition Commission Singapore
• Taiwan Fair Trade Commission
• Taiwan Investment Commission Inbound
• Approval pending :
• Taiwan Investment Commission Outbound (private placement)
• Korea Fair Trade Commission
• ASML continues to expect HMI acquisition to close in Q4 2016
Public
Slide 19
October 19, 2016
Financial statements
Public
Slide 20
October 19, 2016
Consolidated statements of operations M€
Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
Net sales 1,549 1,434 1,333 1,740 1,815
Gross profit 703 660 568 741 834
Gross margin % 45.4% 46.0% 42.6% 42.6% 46.0%
Other income* 21 21 23 23 23
R&D costs (267) (273) (275) (270) (273)
SG&A costs (86) (90) (89) (90) (89)
Income from operations 372 318 228 404 495
Operating income % 24.0% 22.2% 17.1% 23.2% 27.3%
Net income 322 292 198 354 396
Net income as a % of net sales 20.8% 20.4% 14.9% 20.3% 21.8%
Earnings per share (basic) € 0.75 0.68 0.46 0.83 0.93
Earnings per share (diluted) € 0.75 0.68 0.46 0.83 0.93
Litho units sold 44 37 33 46 40
ASP new litho systems 24.2 26.9 29.5 31.6 32.4
Net booking value 904 1,184 835 1,566 1,415
* Customer Co-Investment Program (CCIP)
Public
Slide 21
October 19, 2016
Cash flows M€
Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
Net income 322 292 198 354 396
Net cash provided by (used in) operating activities 420 985 (6) 481 (3)
Net cash provided by (used in) investing activities (99) (1,078) (183) (24) (484)
Net cash provided by (used in) financing activities (133) (131) (204) (607) 1,481
Net increase (decrease) in cash & cash equivalents 186 (222) (395) (137) 987
Free cash flow* 333 864 (65) 381 (72)
* Free cash flow is defined as net cash provided by (used in) operating activities minus investments in Capex (Purchase of Property,
plant and equipment and intangibles), see US GAAP Consolidated Financial Statements
Public
Slide 22
October 19, 2016
Balance sheets M€
Assets Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
Cash & cash equivalents and short-term investments 2,681 3,409 3,138 2,926 4,313
Net accounts receivable and finance receivables 1,593 1,208 1,302 1,362 1,593
Inventories, net 2,537 2,574 2,750 2,715 2,697
Other assets 846 940 987 1,146 1,164
Tax assets 203 181 143 228 183
Goodwill 2,574 2,624 2,538 2,603 2,571
Other intangible assets 739 738 706 714 694
Property, plant and equipment 1,533 1,621 1,580 1,609 1,587
Total assets 12,706 13,295 13,144 13,303 14,802
Liabilities and shareholders' equity
Current liabilities 2,711 3,107 3,248 3,720 3,272
Non-current liabilities 1,850 1,799 1,593 1,434 3,017
Shareholders' equity 8,145 8,389 8,303 8,149 8,513
Total liabilities and shareholders' equity 12,706 13,295 13,144 13,303 14,802
As of January 1, 2016 ASML early adopted the amendment to ASC 740 “Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which requires that deferred
tax liabilities and assets are classified as non-current in the consolidated balance sheets. The comparative figures have not been adjusted to reflect this change in accounting
policy.
Public
Slide 23
October 19, 2016
This document contains statements relating to certain projections and business trends that are forward-looking, including statements with respect to our outlook,
including expected customer demand in specified market segments including memory, logic and foundry, expected trends and outlook, including expected levels
of service sales, systems backlog, expected financial results for the fourth quarter and full year 2016, including expected sales, other income, gross margin, R&D
and SG&A expenses and effective annualized tax rate, annual revenue opportunity for ASML and EPS potential by end of decade, productivity of our tools and
systems performance, including EUV system performance (such as endurance tests), expected industry trends and expected trends in the business environment,
statements with respect to the acquisition of HMI by ASML, including the expected timing of completion of the HMI acquisition, the expected benefits of the
acquisition of HMI by ASML, including the provision of e-beam metrology capability and its effect on holistic lithography solutions and pattern fidelity control,
statements with respect to EUV targets, including availability, productivity and shipments, including the number of EUV systems expected to be shipped and
timing of shipments, and roadmaps, shrink being key driver to industry growth, expected industry adoption of EUV and statements with respect to the intent of
customers to insert EUV into production, the expected continuation of Moore's law and that EUV will continue to enable Moore’s law and drive long term value,
goals for holistic lithography, intention to return excess cash to shareholders, and statements about our proposed dividend, dividend policy and intention to
repurchase shares and statements with respect to the current share repurchase plan. You can generally identify these statements by the use of words like "may",
"will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or
comparable words.
These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future
financial results and readers should not place undue reliance on them. Forward-looking statements do not guarantee future performance and involve risks and
uncertainties. These risks and uncertainties include, without limitation, economic conditions, product demand and semiconductor equipment industry capacity,
worldwide demand and manufacturing capacity utilization for semiconductors (the principal product of our customer base), including the impact of general
economic conditions on consumer confidence and demand for our customers' products, competitive products and pricing, the impact of any manufacturing
efficiencies and capacity constraints, performance of our systems, the continuing success of technology advances and the related pace of new product
development and customer acceptance of new products including EUV, the number and timing of EUV systems expected to be shipped and recognized in
revenue, delays in EUV systems production and development, our ability to enforce patents and protect intellectual property rights, the risk of intellectual property
litigation, availability of raw materials and critical manufacturing equipment, trade environment, changes in exchange rates, changes in tax rates, available cash
and liquidity, our ability to refinance our indebtedness, distributable reserves for dividend payments and share repurchases and timing of resumption of the share
repurchase plan, and other risks indicated in the risk factors included in ASML's Annual Report on Form 20-F and other filings with the US Securities and
Exchange Commission. These forward-looking statements are made only as of the date of this document. We do not undertake to update or revise the forward-
looking statements, whether as a result of new information, future events or otherwise.
Forward looking statements
Exhibit 99.3
ASML - Summary US GAAP Consolidated Statements of Operations 1,2
Three months ended, | Nine months ended, | |||||||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | |||||||||
2015 | 2016 | 2015 | 2016 | |||||||||
(in millions EUR, except per share data) | ||||||||||||
Net system sales | 975.3 | 1,238.2 | 3,356.3 | 3,348.1 | ||||||||
Net service and field option sales | 573.9 | 576.4 | 1,496.9 | 1,539.3 | ||||||||
Total net sales | 1,549.2 | 1,814.6 | 4,853.2 | 4,887.4 | ||||||||
Total cost of sales | (845.7 | ) | (980.2 | ) | (2,617.3 | ) | (2,743.5 | ) | ||||
Gross profit | 703.5 | 834.4 | 2,235.9 | 2,143.9 | ||||||||
Other income | 20.8 | 23.4 | 62.4 | 70.3 | ||||||||
Research and development costs | (266.3 | ) | (273.4 | ) | (795.1 | ) | (818.4 | ) | ||||
Selling, general and administrative costs | (85.6 | ) | (88.8 | ) | (256.2 | ) | (268.0 | ) | ||||
Income from operations | 372.4 | 495.6 | 1,247.0 | 1,127.8 | ||||||||
Interest and other, net | (4.2 | ) | (33.9 | ) | (11.9 | ) | (41.1 | ) | ||||
Income before income taxes | 368.2 | 461.7 | 1,235.1 | 1,086.7 | ||||||||
Benefit from (provision for) income taxes | (45.8 | ) | (65.8 | ) | (140.3 | ) | (139.0 | ) | ||||
Net income | 322.4 | 395.9 | 1,094.8 | 947.7 | ||||||||
Basic net income per ordinary share | 0.75 | 0.93 | 2.54 | 2.23 | ||||||||
Diluted net income per ordinary share 3 | 0.75 | 0.93 | 2.52 | 2.22 | ||||||||
Weighted average number of ordinary shares used in computing per share amounts (in millions): | ||||||||||||
Basic | 429.9 | 423.8 | 431.3 | 425.1 | ||||||||
Diluted 3 | 432.3 | 425.8 | 433.7 | 427.0 | ||||||||
ASML - Ratios and Other Data 1,2
Three months ended, | Nine months ended, | |||||||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | |||||||||
2015 | 2016 | 2015 | 2016 | |||||||||
(in millions EUR, except otherwise indicated) | ||||||||||||
Gross profit as a percentage of net sales | 45.4 | % | 46.0 | % | 46.1 | % | 43.9 | % | ||||
Income from operations as a percentage of net sales | 24.0 | % | 27.3 | % | 25.7 | % | 23.1 | % | ||||
Net income as a percentage of net sales | 20.8 | % | 21.8 | % | 22.6 | % | 19.4 | % | ||||
Income taxes as a percentage of income before income taxes | 12.4 | % | 14.2 | % | 11.4 | % | 12.8 | % | ||||
Shareholders’ equity as a percentage of total assets | 64.1 | % | 57.5 | % | 64.1 | % | 57.5 | % | ||||
Sales of systems (in units) | 44 | 40 | 132 | 119 | ||||||||
Average selling price of system sales (EUR millions) | 22.2 | 31.0 | 25.4 | 28.1 | ||||||||
Value of systems backlog (EUR millions) 4 | 2,880 | 3,462 | 2,880 | 3,462 | ||||||||
Systems backlog (in units) 4 | 72 | 76 | 72 | 76 | ||||||||
Average selling price of systems backlog (EUR millions) 4 | 40.0 | 45.5 | 40.0 | 45.5 | ||||||||
Value of booked systems (EUR millions) 4 | 904 | 1,415 | 3,455 | 3,816 | ||||||||
Net bookings (in units) 4 | 35 | 43 | 121 | 116 | ||||||||
Average selling price of booked systems (EUR millions) 4 | 25.8 | 32.9 | 28.6 | 32.9 | ||||||||
Number of payroll employees in FTEs | 11,920 | 12,933 | 11,920 | 12,933 | ||||||||
Number of temporary employees in FTEs | 2,498 | 2,599 | 2,498 | 2,599 | ||||||||
ASML - Summary US GAAP Consolidated Balance Sheets 1,2
Dec 31, | Oct 2, | |||||
2015 | 2016 | |||||
(in millions EUR) | ||||||
ASSETS | ||||||
Cash and cash equivalents | 2,458.7 | 2,913.0 | ||||
Short-term investments | 950.0 | 1,400.0 | ||||
Accounts receivable, net | 803.7 | 858.4 | ||||
Finance receivables, net | 280.5 | 663.5 | ||||
Current tax assets | 19.1 | 143.5 | ||||
Inventories, net | 2,573.7 | 2,696.9 | ||||
Deferred tax assets 5 | 133.1 | — | ||||
Other assets | 488.8 | 540.4 | ||||
Total current assets | 7,707.6 | 9,215.7 | ||||
Finance receivables, net | 124.0 | 71.8 | ||||
Deferred tax assets 5 | 29.0 | 39.1 | ||||
Other assets | 450.9 | 623.2 | ||||
Goodwill | 2,624.6 | 2,571.0 | ||||
Other intangible assets, net | 738.2 | 694.0 | ||||
Property, plant and equipment, net | 1,620.7 | 1,587.4 | ||||
Total non-current assets | 5,587.4 | 5,586.5 | ||||
Total assets | 13,295.0 | 14,802.2 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Total current liabilities 5 | 3,107.2 | 3,272.2 | ||||
Long-term debt | 1,125.5 | 2,390.6 | ||||
Deferred and other tax liabilities 5 | 256.7 | 222.1 | ||||
Provisions | 2.4 | 16.5 | ||||
Accrued and other liabilities | 414.4 | 387.6 | ||||
Total non-current liabilities | 1,799.0 | 3,016.8 | ||||
Total liabilities | 4,906.2 | 6,289.0 | ||||
Total shareholders’ equity | 8,388.8 | 8,513.2 | ||||
Total liabilities and shareholders’ equity | 13,295.0 | 14,802.2 | ||||
ASML - Summary US GAAP Consolidated Statements of Cash Flows 1,2
Three months ended, | Nine months ended, | |||||||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | |||||||||
2015 | 2016 | 2015 | 2016 | |||||||||
(in millions EUR) | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income | 322.4 | 395.9 | 1,094.8 | 947.7 | ||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||||||
Depreciation and amortization | 77.5 | 87.7 | 216.4 | 253.8 | ||||||||
Impairment | 0.2 | 1.4 | 0.8 | 2.3 | ||||||||
Loss on disposal of property, plant and equipment | 0.3 | 1.7 | 1.6 | 3.8 | ||||||||
Share-based payments | 14.8 | 11.6 | 44.4 | 35.7 | ||||||||
Allowance for doubtful receivables | 0.6 | 0.7 | 2.7 | 2.4 | ||||||||
Allowance for obsolete inventory | 56.3 | 2.9 | 153.6 | 62.0 | ||||||||
Deferred income taxes | 41.0 | 37.2 | 48.1 | 26.1 | ||||||||
Changes in assets and liabilities | (93.3 | ) | (541.8 | ) | (521.6 | ) | (861.2 | ) | ||||
Net cash provided by (used in) operating activities | 419.8 | (2.7 | ) | 1,040.8 | 472.6 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Purchase of property, plant and equipment | (86.5 | ) | (66.3 | ) | (251.3 | ) | (220.4 | ) | ||||
Purchase of intangible assets | — | (2.6 | ) | (1.1 | ) | (7.5 | ) | |||||
Purchase of available for sale securities | — | (770.0 | ) | — | (1,470.0 | ) | ||||||
Maturity of available for sale securities | 25.0 | 370.0 | 334.9 | 1,020.0 | ||||||||
Cash from (used for) derivative financial instruments | (37.8 | ) | (14.4 | ) | (164.8 | ) | (5.6 | ) | ||||
Loans issued and other investments | — | (1.2 | ) | — | (7.2 | ) | ||||||
Net cash provided by (used in) investing activities | (99.3 | ) | (484.5 | ) | (82.3 | ) | (690.7 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Dividend paid | — | — | (302.3 | ) | (445.9 | ) | ||||||
Purchase of shares | (141.5 | ) | (14.6 | ) | (424.2 | ) | (400.0 | ) | ||||
Net proceeds from issuance of shares | 9.0 | 11.7 | 23.5 | 34.4 | ||||||||
Net proceeds from issuance of notes | — | 1,484.7 | — | 1,484.7 | ||||||||
Repayment of debt | (1.0 | ) | (1.1 | ) | (2.5 | ) | (3.5 | ) | ||||
Tax benefit from share-based payments | 0.5 | 0.5 | 2.9 | 0.6 | ||||||||
Net cash provided by (used in) financing activities | (133.0 | ) | 1,481.2 | (702.6 | ) | 670.3 | ||||||
Net cash flows | 187.5 | 994.0 | 255.9 | 452.2 | ||||||||
Effect of changes in exchange rates on cash | (1.6 | ) | (7.1 | ) | 5.5 | 2.1 | ||||||
Net increase (decrease) in cash and cash equivalents | 185.9 | 986.9 | 261.4 | 454.3 | ||||||||
ASML - Quarterly Summary US GAAP Consolidated Statements of Operations 1,2
Three months ended, | |||||||||||||||
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR, except per share data) | |||||||||||||||
Net system sales | 975.3 | 880.9 | 855.8 | 1,254.1 | 1,238.2 | ||||||||||
Net service and field option sales | 573.9 | 553.3 | 477.4 | 485.5 | 576.4 | ||||||||||
Total net sales | 1,549.2 | 1,434.2 | 1,333.2 | 1,739.6 | 1,814.6 | ||||||||||
Total cost of sales | (845.7 | ) | (774.4 | ) | (765.1 | ) | (998.2 | ) | (980.2 | ) | |||||
Gross profit | 703.5 | 659.8 | 568.1 | 741.4 | 834.4 | ||||||||||
Other income | 20.8 | 20.8 | 23.4 | 23.5 | 23.4 | ||||||||||
Research and development costs | (266.3 | ) | (273.0 | ) | (274.7 | ) | (270.3 | ) | (273.4 | ) | |||||
Selling, general and administrative costs | (85.6 | ) | (89.5 | ) | (88.8 | ) | (90.4 | ) | (88.8 | ) | |||||
Income from operations | 372.4 | 318.1 | 228.0 | 404.2 | 495.6 | ||||||||||
Interest and other, net | (4.2 | ) | (4.6 | ) | (3.6 | ) | (3.6 | ) | (33.9 | ) | |||||
Income before income taxes | 368.2 | 313.5 | 224.4 | 400.6 | 461.7 | ||||||||||
Benefit from (provision for) income taxes | (45.8 | ) | (21.1 | ) | (26.4 | ) | (46.8 | ) | (65.8 | ) | |||||
Net income | 322.4 | 292.4 | 198.0 | 353.8 | 395.9 | ||||||||||
Basic net income per ordinary share | 0.75 | 0.68 | 0.46 | 0.83 | 0.93 | ||||||||||
Diluted net income per ordinary share 3 | 0.75 | 0.68 | 0.46 | 0.83 | 0.93 | ||||||||||
Weighted average number of ordinary shares used in computing per share amounts (in millions): | |||||||||||||||
Basic | 429.9 | 428.8 | 427.0 | 424.5 | 423.8 | ||||||||||
Diluted 3 | 432.3 | 430.8 | 429.1 | 426.5 | 425.8 | ||||||||||
ASML - Quarterly Summary Ratios and other data 1,2
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR, except otherwise indicated) | |||||||||||||||
Gross profit as a percentage of net sales | 45.4 | % | 46.0 | % | 42.6 | % | 42.6 | % | 46.0 | % | |||||
Income from operations as a percentage of net sales | 24.0 | % | 22.2 | % | 17.1 | % | 23.2 | % | 27.3 | % | |||||
Net income as a percentage of net sales | 20.8 | % | 20.4 | % | 14.9 | % | 20.3 | % | 21.8 | % | |||||
Income taxes as a percentage of income before income taxes | 12.4 | % | 6.7 | % | 11.7 | % | 11.7 | % | 14.2 | % | |||||
Shareholders’ equity as a percentage of total assets | 64.1 | % | 63.1 | % | 63.2 | % | 61.3 | % | 57.5 | % | |||||
Sales of systems (in units) | 44 | 37 | 33 | 46 | 40 | ||||||||||
Average selling price of system sales (EUR millions) | 22.2 | 23.8 | 25.9 | 27.3 | 31.0 | ||||||||||
Value of systems backlog (EUR millions) 4 | 2,880 | 3,184 | 3,018 | 3,371 | 3,462 | ||||||||||
Systems backlog (in units) 4 | 72 | 79 | 76 | 73 | 76 | ||||||||||
Average selling price of systems backlog (EUR millions) 4 | 40.0 | 40.3 | 39.7 | 46.2 | 45.5 | ||||||||||
Value of booked systems (EUR millions) 4 | 904 | 1,184 | 835 | 1,566 | 1,415 | ||||||||||
Net bookings (in units) 4 | 35 | 44 | 30 | 43 | 43 | ||||||||||
Average selling price of booked systems (EUR millions) 4 | 25.8 | 26.9 | 27.8 | 36.4 | 32.9 | ||||||||||
Number of payroll employees in FTEs | 11,920 | 12,168 | 12,407 | 12,598 | 12,933 | ||||||||||
Number of temporary employees in FTEs | 2,498 | 2,513 | 2,492 | 2,569 | 2,599 | ||||||||||
ASML - Quarterly Summary US GAAP Consolidated Balance Sheets 1,2
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR) | |||||||||||||||
ASSETS | |||||||||||||||
Cash and cash equivalents | 2,680.9 | 2,458.7 | 2,063.4 | 1,926.1 | 2,913.0 | ||||||||||
Short-term investments | — | 950.0 | 1,075.0 | 1,000.0 | 1,400.0 | ||||||||||
Accounts receivable, net | 1,089.4 | 803.7 | 753.2 | 732.4 | 858.4 | ||||||||||
Finance receivables, net | 453.7 | 280.5 | 446.5 | 524.0 | 663.5 | ||||||||||
Current tax assets | 42.8 | 19.1 | 96.0 | 178.0 | 143.5 | ||||||||||
Inventories, net | 2,537.0 | 2,573.7 | 2,750.0 | 2,715.3 | 2,696.9 | ||||||||||
Deferred tax assets 5 | 127.6 | 133.1 | — | — | — | ||||||||||
Other assets | 416.1 | 488.8 | 502.1 | 504.7 | 540.4 | ||||||||||
Total current assets | 7,347.5 | 7,707.6 | 7,686.2 | 7,580.5 | 9,215.7 | ||||||||||
Finance receivables, net | 49.8 | 124.0 | 102.2 | 105.7 | 71.8 | ||||||||||
Deferred tax assets 5 | 32.8 | 29.0 | 47.4 | 50.0 | 39.1 | ||||||||||
Other assets | 429.4 | 450.9 | 483.8 | 641.2 | 623.2 | ||||||||||
Goodwill | 2,574.0 | 2,624.6 | 2,537.7 | 2,603.7 | 2,571.0 | ||||||||||
Other intangible assets, net | 739.5 | 738.2 | 706.0 | 713.5 | 694.0 | ||||||||||
Property, plant and equipment, net | 1,532.6 | 1,620.7 | 1,580.3 | 1,608.9 | 1,587.4 | ||||||||||
Total non-current assets | 5,358.1 | 5,587.4 | 5,457.4 | 5,723.0 | 5,586.5 | ||||||||||
Total assets | 12,705.6 | 13,295.0 | 13,143.6 | 13,303.5 | 14,802.2 | ||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||
Total current liabilities 5 | 2,711.3 | 3,107.2 | 3,246.8 | 3,720.1 | 3,272.2 | ||||||||||
Long-term debt | 1,125.3 | 1,125.5 | 1,144.3 | 901.9 | 2,390.6 | ||||||||||
Deferred and other tax liabilities 5 | 259.2 | 256.7 | 138.0 | 196.4 | 222.1 | ||||||||||
Provisions | 2.8 | 2.4 | — | 12.6 | 16.5 | ||||||||||
Accrued and other liabilities | 462.1 | 414.4 | 311.1 | 323.3 | 387.6 | ||||||||||
Total non-current liabilities | 1,849.4 | 1,799.0 | 1,593.4 | 1,434.2 | 3,016.8 | ||||||||||
Total liabilities | 4,560.7 | 4,906.2 | 4,840.2 | 5,154.3 | 6,289.0 | ||||||||||
Total shareholders’ equity | 8,144.9 | 8,388.8 | 8,303.4 | 8,149.2 | 8,513.2 | ||||||||||
Total liabilities and shareholders’ equity | 12,705.6 | 13,295.0 | 13,143.6 | 13,303.5 | 14,802.2 | ||||||||||
ASML - Quarterly Summary US GAAP Consolidated Statements of Cash Flows 1,2
Three months ended, | |||||||||||||||
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR) | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||
Net income | 322.4 | 292.4 | 198.0 | 353.8 | 395.9 | ||||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||||||
Depreciation and amortization | 77.5 | 80.5 | 82.0 | 84.1 | 87.7 | ||||||||||
Impairment | 0.2 | 1.5 | 0.5 | 0.4 | 1.4 | ||||||||||
Loss on disposal of property, plant and equipment | 0.3 | — | 1.2 | 0.9 | 1.7 | ||||||||||
Share-based payments | 14.8 | 14.7 | 13.2 | 10.9 | 11.6 | ||||||||||
Allowance for doubtful receivables | 0.6 | 1.2 | 0.9 | 0.8 | 0.7 | ||||||||||
Allowance for obsolete inventory | 56.3 | 58.2 | 36.6 | 22.5 | 2.9 | ||||||||||
Deferred income taxes | 41.0 | (2.8 | ) | (4.5 | ) | (6.6 | ) | 37.2 | |||||||
Changes in assets and liabilities | (93.3 | ) | 539.0 | (333.7 | ) | 14.3 | (541.8 | ) | |||||||
Net cash provided by (used in) operating activities | 419.8 | 984.7 | (5.8 | ) | 481.1 | (2.7 | ) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||
Purchase of property, plant and equipment | (86.5 | ) | (120.5 | ) | (55.2 | ) | (98.9 | ) | (66.3 | ) | |||||
Purchase of intangible assets | — | — | (3.6 | ) | (1.3 | ) | (2.6 | ) | |||||||
Purchase of available for sale securities | — | (950.0 | ) | (350.0 | ) | (350.0 | ) | (770.0 | ) | ||||||
Maturity of available for sale securities | 25.0 | — | 225.0 | 425.0 | 370.0 | ||||||||||
Cash from (used for) derivative financial instruments | (37.8 | ) | (7.1 | ) | 1.1 | 7.7 | (14.4 | ) | |||||||
Loans issued and other investments | — | — | — | (6.0 | ) | (1.2 | ) | ||||||||
Net cash provided by (used in) investing activities | (99.3 | ) | (1,077.6 | ) | (182.7 | ) | (23.5 | ) | (484.5 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||
Dividend paid | — | — | — | (445.9 | ) | — | |||||||||
Purchase of shares | (141.5 | ) | (140.7 | ) | (213.5 | ) | (171.9 | ) | (14.6 | ) | |||||
Net proceeds from issuance of shares | 9.0 | 9.7 | 10.6 | 12.1 | 11.7 | ||||||||||
Net proceeds from issuance of notes | — | — | — | — | 1,484.7 | ||||||||||
Repayment of debt | (1.0 | ) | (1.1 | ) | (1.2 | ) | (1.2 | ) | (1.1 | ) | |||||
Tax benefit from share-based payments | 0.5 | 0.8 | — | 0.1 | 0.5 | ||||||||||
Net cash provided by (used in) financing activities | (133.0 | ) | (131.3 | ) | (204.1 | ) | (606.8 | ) | 1,481.2 | ||||||
Net cash flows | 187.5 | (224.2 | ) | (392.6 | ) | (149.2 | ) | 994.0 | |||||||
Effect of changes in exchange rates on cash | (1.6 | ) | 2.0 | (2.7 | ) | 11.9 | (7.1 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | 185.9 | (222.2 | ) | (395.3 | ) | (137.3 | ) | 986.9 | |||||||
Notes to the Summary US GAAP Consolidated Financial Statements
Basis of Preparation
The accompanying Consolidated Financial Statements are stated in millions of euros unless indicated otherwise. The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). Further disclosures, as required under US GAAP in annual reports, are not included in the summary consolidated financial statements.
Use of Estimates
The preparation of our Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet dates, and the reported amounts of net sales and costs during the reported periods. Actual results could differ from those estimates.
Principles of Consolidation
The Consolidated Financial Statements include the Financial Statements of ASML Holding N.V. and all of its subsidiaries and the variable interest entity of which ASML is the primary beneficiary (referred to as "ASML"). All intercompany profits, balances and transactions have been eliminated in the consolidation. Subsidiaries are all entities over which ASML has the power to govern financial and operating policies generally accompanying a shareholding of more than 50 percent of the outstanding voting rights. As from the date that these criteria are met, the financial data of the relevant subsidiaries are included in the consolidation.
Revenue Recognition
ASML recognizes revenue when all four revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; seller‘s price to buyer is fixed or determinable; and collectability is reasonably assured. At ASML this policy generally results in revenue recognition from the sale of a system upon shipment. The revenue from the installation of a system is generally recognized upon completion of that installation at the customer site. Prior to shipment, systems undergo a "Factory Acceptance Test" in our cleanroom facilities, effectively replicating the operating conditions that will be present on the customer’s site, in order to verify whether the system will meet its standard specifications and any additional technical and performance criteria agreed with the customer. A system is shipped, and revenue is recognized, only after all contractual specifications are met and customer sign-off is received or waived. In case not all specifications are met and the remaining performance obligation is not essential to the functionality of the system but is substantive rather than inconsequential or perfunctory, a portion of the sales price is deferred. Although each system’s performance is re-tested upon installation at the customer’s site, we have never failed to successfully complete installation of a system at a customer’s premises.
In connection with the introduction of new technology, we initially defer revenue recognition until acceptance of the new technology based system and completion of installation at the customer’s premises. As our systems are based largely on two product platforms that permit incremental, modular upgrades, the introduction of genuinely "new" technology occurs infrequently, and in the past 15 years, has occurred on only 2 occasions: 2000 (TWINSCAN) and 2010 (EUV).
We offer customers discounts in the normal course of sales negotiations. These discounts are directly deducted from the gross sales price at the moment of revenue recognition. From time to time, we offer free or discounted products or services (award credits) to our customers as part of a volume purchase agreement. In some instances these volume discounts can be used to purchase field options (system enhancements) and services. The related amount is recorded as a reduction in net sales at time of system shipment. The sales transaction that gives rise to these award credits is accounted for as a multiple element sales transaction as the agreements involve the delivery of multiple products. The consideration received from the sales transaction is allocated between the award credits and the other elements of the sales transaction. The consideration allocated to the award credits is recognized as deferred revenue until award credits are delivered to the customer and earned. The amount allocable to a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the non-contingent amount).
The main portion of our net sales is derived from contractual arrangements with our customers that have multiple deliverables (elements), which mainly include the sale of our systems, installation and training services and extended and enhanced (optic) warranty contracts. The requirements for establishing separate units of accounting in a multiple element arrangement require that the allocation of arrangement consideration to each deliverable is based on the relative selling price of the deliverable.
For each of the specified deliverables ASML determines the selling price by using either vendor specific objective evidence (‘VSOE’), third party evidence (‘TPE’) or by best estimate of the selling price (‘BESP’). When we are unable to establish relative selling price using VSOE or TPE, ASML uses BESP in its allocation of arrangement consideration. The total arrangement consideration is allocated at inception of the arrangement to all deliverables on the basis of their relative selling price. The revenue relating to the undelivered elements of the arrangements is deferred at their relative selling prices until delivery of these elements. Revenue from installation and training services is recognized when the services are completed. Revenue from prepaid extended and enhanced (optic) warranty contracts is recognized over the term of the contract.
For our NXE:3300B and NXE:3350B systems, we are unable to determine VSOE for extended and enhanced (optic) warranty contracts. We determined for NXE:3300B and NXE:3350B systems that BESP is the appropriate reference in the fair value hierarchy for extended and enhanced (optic) warranty contracts. We review selling prices periodically and maintain internal controls over the establishment and updates of these elements.
Foreign currency risk management
Our sales are predominately denominated in euros. Exceptions may occur on a customer by customer basis. Our cost of sales and other expenses are mainly denominated in euros, to a certain extent in US dollars, Taiwanese dollars and Japanese yen and to a limited extent in other currencies. Therefore, we are exposed to foreign currency exchange risks.
It is our policy to hedge material transaction exposures, such as forecasted sales and purchase transactions, and material net remeasurement exposures, such as accounts receivable and payable. We hedge these exposures through the use of foreign exchange contracts.
ASML – Reconciliation US GAAP – IFRS 1,2
Net income | Three months ended, | Nine months ended, | |||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | ||||||
2015 | 2016 | 2015 | 2016 | ||||||
(in millions EUR) | |||||||||
Net income based on US GAAP | 322.4 | 395.9 | 1,094.8 | 947.7 | |||||
Development expenditures (see Note 1) | 57.3 | 48.6 | 189.7 | 173.8 | |||||
Share-based payments (see Note 2) | 0.4 | 0.1 | 2.4 | 0.8 | |||||
Income taxes (see Note 3) | 3.8 | (19.1 | ) | (11.7 | ) | (95.6 | ) | ||
Net income based on IFRS | 383.9 | 425.5 | 1,275.2 | 1,026.7 | |||||
Shareholders' equity | Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||
2015 | 2015 | 2016 | 2016 | 2016 | ||||||
(in millions EUR) | ||||||||||
Shareholders' equity based on US GAAP | 8,144.9 | 8,388.8 | 8,303.4 | 8,149.2 | 8,513.2 | |||||
Development expenditures (see Note 1) | 995.7 | 1,054.5 | 1,091.1 | 1,178.2 | 1,221.7 | |||||
Share-based payments (see Note 2) | 18.3 | 16.5 | 17.8 | 17.0 | 17.9 | |||||
Income taxes (see Note 3) | 32.9 | 31.4 | 17.1 | (44.9 | ) | (62.2 | ) | |||
Equity based on IFRS | 9,191.8 | 9,491.2 | 9,429.4 | 9,299.5 | 9,690.6 | |||||
Notes to the reconciliation from US GAAP to IFRS
Note 1 Development expenditures
Under US GAAP, ASML applies ASC 730, "Research and Development". In accordance with ASC 730, ASML charges costs relating to research and development to operating expense as incurred.
Under IFRS, ASML applies IAS 38, "Intangible Assets". In accordance with IAS 38, ASML capitalizes certain development expenditures that are amortized over the expected useful life of the related product generally ranging between one and five years. Amortization starts when the developed product is ready for volume production.
Note 2 Share-based Payments
Under US GAAP, ASML applies ASC 718 "Compensation - Stock Compensation" which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those instruments. ASC 718’s general principle is that a deferred tax asset is established as we recognize compensation costs for commercial purposes for awards that are expected to result in a tax deduction under existing tax law. Under US GAAP, the deferred tax recorded on share-based compensation is computed on the basis of the expense recognized in the financial statements. Therefore, changes in ASML’s share price do not affect the deferred tax asset recorded in our financial statements.
Under IFRS, ASML applies IFRS 2, "Share-based Payments". In accordance with IFRS 2, ASML records as an expense the fair value of its share-based payments with respect to stock options and shares granted to its employees. Under IFRS, at period end a deferred tax asset is computed on the basis of the tax deduction for the share-based payments under the applicable tax law and is recognized to the extent it is probable that future taxable profit will be available against which these deductible temporary differences will be utilized. Therefore, changes in ASML’s share price do affect the deferred tax asset at period-end and result in adjustments to the deferred tax asset.
Note 3 Income taxes
Under US GAAP, the elimination of unrealized net income from intercompany transactions that are eliminated from the carrying amount of assets in consolidation give rise to a temporary difference for which prepaid taxes must be recognized in consolidation. Contrary to IFRS, the prepaid taxes under US GAAP are calculated based on the tax rate applicable in the seller’s rather than the purchaser’s tax jurisdiction.
Under IFRS, ASML applies IAS 12, "Income Taxes". In accordance with IAS 12 unrealized net income resulting from intercompany transactions that are eliminated from the carrying amount of assets in consolidation give rise to a temporary difference for which deferred taxes must be recognized in consolidation. The deferred taxes are calculated based on the tax rate applicable in the purchaser’s tax jurisdiction.
This document contains statements relating to certain projections and business trends that are forward-looking, including statements with respect to our outlook, including expected customer demand in specified market segments including memory, logic and foundry, expected trends and outlook, including expected levels of service sales, systems backlog, expected financial results for the fourth quarter and full year 2016, including expected sales, other income, gross margin, R&D and SG&A expenses and effective annualized tax rate, annual revenue opportunity for ASML and EPS potential by end of decade, productivity of our tools and systems performance, including EUV system performance (such as endurance tests), expected industry trends and expected trends in the business environment, statements with respect to the acquisition of HMI by ASML, including the expected timing of completion of the HMI acquisition, the expected benefits of the acquisition of HMI by ASML, including the provision of e-beam metrology capability and its effect on holistic lithography solutions and pattern fidelity control, statements with respect to EUV targets, including availability, productivity and shipments, including the number of EUV systems expected to be shipped and timing of shipments, and roadmaps, shrink being key driver to industry growth, expected industry adoption of EUV and statements with respect to the intent of customers to insert EUV into production, the expected continuation of Moore's law and that EUV will continue to enable Moore’s law and drive long term value, goals for holistic lithography, intention to return excess cash to shareholders, and statements about our proposed dividend, dividend policy and intention to repurchase shares and statements with respect to the current share repurchase plan. You can generally identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. Forward-looking statements do not guarantee future performance and involve risks and uncertainties. These risks and uncertainties include, without limitation, economic conditions, product demand and semiconductor equipment industry capacity, worldwide demand and manufacturing capacity utilization for semiconductors (the principal product of our customer base), including the impact of general economic conditions on consumer confidence and demand for our customers' products, competitive products and pricing, the impact of any manufacturing efficiencies and capacity constraints, performance of our systems, the continuing success of technology advances and the related pace of new product development and customer acceptance of new products including EUV, the number and timing of EUV systems expected to be shipped and recognized in revenue, delays in EUV systems production and development, our ability to enforce patents and protect intellectual property rights, the risk of intellectual property litigation, availability of raw materials and critical manufacturing equipment, trade environment, changes in exchange rates, changes in tax rates, available cash and liquidity, our ability to refinance our indebtedness, distributable reserves for dividend payments and share repurchases and timing of resumption of the share repurchase plan, and other risks indicated in the risk factors included in ASML's Annual Report on Form 20-F and other filings with the US Securities and Exchange Commission. These forward-looking statements are made only as of the date of this document. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
1 | These financial statements are unaudited. |
2 | Numbers have been rounded. |
3 | The calculation of diluted net income per ordinary share assumes the exercise of options issued under ASML stock option plans and the issuance of shares under ASML share plans for periods in which exercises or issuances would have a dilutive effect. The calculation of diluted net income per ordinary share does not assume exercise of such options or issuance of shares when such exercises or issuance would be anti-dilutive. |
4 | Our systems backlog and net bookings include all system sales orders for which written authorizations have been accepted (for EUV starting as of the NXE:3350B). |
5 | As of January 1, 2016 ASML early adopted the amendment to ASC 740 “Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which requires that deferred tax liabilities and assets are classified as non-current in the consolidated balance sheets. The comparative figures have not been adjusted to reflect this change in accounting policy. |
Exhibit 99.4
ASML - Summary IFRS Consolidated Statement of Profit or Loss 1,2
Three months ended, | Nine months ended, | |||||||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | |||||||||
2015 | 2016 | 2015 | 2016 | |||||||||
(in millions EUR) | ||||||||||||
Net system sales | 975.3 | 1,238.2 | 3,356.3 | 3,348.1 | ||||||||
Net service and field option sales | 573.9 | 576.4 | 1,496.9 | 1,539.3 | ||||||||
Total net sales | 1,549.2 | 1,814.6 | 4,853.2 | 4,887.4 | ||||||||
Total cost of sales | (860.0 | ) | (1,016.4 | ) | (2,662.1 | ) | (2,818.9 | ) | ||||
Gross profit | 689.2 | 798.2 | 2,191.1 | 2,068.5 | ||||||||
Other income | 20.8 | 23.4 | 62.4 | 70.3 | ||||||||
Research and development costs | (179.5 | ) | (176.4 | ) | (520.4 | ) | (527.4 | ) | ||||
Selling, general and administrative costs | (85.2 | ) | (88.8 | ) | (255.8 | ) | (267.8 | ) | ||||
Operating income | 445.3 | 556.4 | 1,477.3 | 1,343.6 | ||||||||
Interest and other, net | (4.3 | ) | (30.1 | ) | (6.3 | ) | (30.4 | ) | ||||
Income before income taxes | 441.0 | 526.3 | 1,471.0 | 1,313.2 | ||||||||
Income tax expense | (57.1 | ) | (100.8 | ) | (195.8 | ) | (286.5 | ) | ||||
Net income | 383.9 | 425.5 | 1,275.2 | 1,026.7 | ||||||||
ASML - Summary IFRS Consolidated Statement of Financial Position 1,2
Dec 31, | Oct 2, | |||||
2015 | 2016 | |||||
(in millions EUR) | ||||||
ASSETS | ||||||
Property, plant and equipment | 1,620.7 | 1,587.4 | ||||
Goodwill | 2,647.8 | 2,593.8 | ||||
Other intangible assets | 2,018.5 | 2,192.5 | ||||
Deferred tax assets | 139.6 | 168.6 | ||||
Finance receivables | 124.0 | 71.8 | ||||
Derivative financial instruments | 81.8 | 104.8 | ||||
Other assets | 369.1 | 369.7 | ||||
Total non-current assets | 7,001.5 | 7,088.6 | ||||
Inventories | 2,573.7 | 2,696.9 | ||||
Current tax assets | 19.1 | 143.5 | ||||
Derivative financial instruments | 52.0 | 48.4 | ||||
Finance receivables | 280.5 | 663.5 | ||||
Accounts receivable | 803.7 | 858.4 | ||||
Other assets | 375.6 | 417.5 | ||||
Short-term investments | 950.0 | 1,400.0 | ||||
Cash and cash equivalents | 2,458.7 | 2,913.0 | ||||
Total current assets | 7,513.3 | 9,141.2 | ||||
Total assets | 14,514.8 | 16,229.8 | ||||
EQUITY AND LIABILITIES | ||||||
Equity | 9,491.2 | 9,690.6 | ||||
Long-term debt | 1,125.5 | 2,390.6 | ||||
Derivative financial instruments | 1.9 | 0.8 | ||||
Deferred and other tax liabilities | 376.5 | 472.4 | ||||
Provisions | 2.4 | 16.5 | ||||
Accrued and other liabilities | 412.5 | 386.7 | ||||
Total non-current liabilities | 1,918.8 | 3,267.0 | ||||
Provisions | 2.4 | 2.4 | ||||
Derivative financial instruments | 19.0 | 29.8 | ||||
Current portion of long-term debt | 4.2 | 250.4 | ||||
Current and other tax liabilities | 3.7 | 131.1 | ||||
Accrued and other liabilities | 2,547.6 | 2,227.2 | ||||
Accounts payable | 527.9 | 631.3 | ||||
Total current liabilities | 3,104.8 | 3,272.2 | ||||
Total equity and liabilities | 14,514.8 | 16,229.8 | ||||
ASML - Summary IFRS Consolidated Statement of Cash Flows 1,2
Three months ended, | Nine months ended, | |||||||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | |||||||||
2015 | 2016 | 2015 | 2016 | |||||||||
(in millions EUR) | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income | 383.9 | 425.5 | 1,275.2 | 1,026.7 | ||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||||||
Depreciation and amortization | 91.9 | 124.0 | 261.5 | 329.2 | ||||||||
Impairment | 0.2 | 1.4 | 0.8 | 2.3 | ||||||||
Loss on disposal of property, plant and equipment | 0.3 | 1.7 | 1.6 | 3.8 | ||||||||
Share-based payments | 9.9 | 12.6 | 37.5 | 36.7 | ||||||||
Allowance for doubtful receivables | 0.6 | 0.7 | 2.7 | 2.4 | ||||||||
Allowance for obsolete inventory | 56.3 | 2.9 | 153.6 | 62.0 | ||||||||
Deferred income taxes | 59.4 | 67.1 | 114.3 | 172.1 | ||||||||
Changes in assets and liabilities | (95.8 | ) | (537.3 | ) | (522.2 | ) | (860.6 | ) | ||||
Net cash provided by (used in) operating activities | 506.7 | 98.6 | 1,325.0 | 774.6 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Purchase of property, plant and equipment | (86.5 | ) | (66.3 | ) | (251.3 | ) | (220.4 | ) | ||||
Purchase of intangible assets | (86.4 | ) | (103.4 | ) | (282.4 | ) | (308.9 | ) | ||||
Purchase of available for sale securities | — | (770.0 | ) | — | (1,470.0 | ) | ||||||
Maturity of available for sale securities | 25.0 | 370.0 | 334.9 | 1,020.0 | ||||||||
Cash from (used for) derivative financial instruments | (37.8 | ) | (14.4 | ) | (164.8 | ) | (5.6 | ) | ||||
Loans issued and other investments | — | (1.2 | ) | — | (7.2 | ) | ||||||
Net cash provided by (used in) investing activities | (185.7 | ) | (585.3 | ) | (363.6 | ) | (992.1 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Dividend paid | — | — | (302.3 | ) | (445.9 | ) | ||||||
Purchase of shares | (141.5 | ) | (14.6 | ) | (424.2 | ) | (400.0 | ) | ||||
Net proceeds from issuance of shares | 9.0 | 11.7 | 23.5 | 34.4 | ||||||||
Net proceeds from issuance of notes | — | 1,484.7 | — | 1,484.7 | ||||||||
Repayment of debt | (1.0 | ) | (1.1 | ) | (2.5 | ) | (3.5 | ) | ||||
Net cash provided by (used in) financing activities | (133.5 | ) | 1,480.7 | (705.5 | ) | 669.7 | ||||||
Net cash flows | 187.5 | 994.0 | 255.9 | 452.2 | ||||||||
Effect of changes in exchange rates on cash | (1.6 | ) | (7.1 | ) | 5.5 | 2.1 | ||||||
Net increase (decrease) in cash and cash equivalents | 185.9 | 986.9 | 261.4 | 454.3 | ||||||||
ASML - Quarterly Summary IFRS Consolidated Statement of Profit or Loss 1,2
Three months ended, | |||||||||||||||
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR) | |||||||||||||||
Net system sales | 975.3 | 880.9 | 855.8 | 1,254.1 | 1,238.2 | ||||||||||
Net service and field option sales | 573.9 | 553.3 | 477.4 | 485.5 | 576.4 | ||||||||||
Total net sales | 1,549.2 | 1,434.2 | 1,333.2 | 1,739.6 | 1,814.6 | ||||||||||
Total cost of sales | (860.0 | ) | (792.2 | ) | (784.4 | ) | (1,018.1 | ) | (1,016.4 | ) | |||||
Gross profit | 689.2 | 642.0 | 548.8 | 721.5 | 798.2 | ||||||||||
Other income | 20.8 | 20.8 | 23.4 | 23.5 | 23.4 | ||||||||||
Research and development costs | (179.5 | ) | (189.8 | ) | (199.1 | ) | (151.9 | ) | (176.4 | ) | |||||
Selling, general and administrative costs | (85.2 | ) | (89.5 | ) | (88.7 | ) | (90.3 | ) | (88.8 | ) | |||||
Operating income | 445.3 | 383.5 | 284.4 | 502.8 | 556.4 | ||||||||||
Interest and other, net | (4.3 | ) | 1.6 | (0.3 | ) | — | (30.1 | ) | |||||||
Income before income taxes | 441.0 | 385.1 | 284.1 | 502.8 | 526.3 | ||||||||||
Income tax expense | (57.1 | ) | (40.8 | ) | (53.3 | ) | (132.4 | ) | (100.8 | ) | |||||
Net income | 383.9 | 344.3 | 230.8 | 370.4 | 425.5 | ||||||||||
ASML - Quarterly Summary IFRS Consolidated Statement of Financial Position 1,2
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR) | |||||||||||||||
ASSETS | |||||||||||||||
Property, plant and equipment | 1,532.6 | 1,620.7 | 1,580.3 | 1,608.9 | 1,587.4 | ||||||||||
Goodwill | 2,596.8 | 2,647.8 | 2,560.3 | 2,626.8 | 2,593.8 | ||||||||||
Other intangible assets | 1,942.7 | 2,018.5 | 2,033.0 | 2,153.0 | 2,192.5 | ||||||||||
Deferred tax assets | 147.2 | 139.6 | 123.4 | 165.2 | 168.6 | ||||||||||
Finance receivables | 49.8 | 124.0 | 102.2 | 105.7 | 71.8 | ||||||||||
Derivative financial instruments | 82.9 | 81.8 | 118.2 | 121.5 | 104.8 | ||||||||||
Other assets | 346.5 | 369.1 | 365.6 | 367.5 | 369.7 | ||||||||||
Total non-current assets | 6,698.5 | 7,001.5 | 6,883.0 | 7,148.6 | 7,088.6 | ||||||||||
Inventories | 2,537.0 | 2,573.7 | 2,750.0 | 2,715.3 | 2,696.9 | ||||||||||
Current tax assets | 42.8 | 19.1 | 96.0 | 178.0 | 143.5 | ||||||||||
Derivative financial instruments | 52.1 | 52.0 | 56.8 | 43.0 | 48.4 | ||||||||||
Finance receivables | 453.7 | 280.5 | 446.5 | 524.0 | 663.5 | ||||||||||
Accounts receivable | 1,089.4 | 803.7 | 753.2 | 732.4 | 858.4 | ||||||||||
Other assets | 302.7 | 375.6 | 386.3 | 395.0 | 417.5 | ||||||||||
Short-term investments | — | 950.0 | 1,075.0 | 1,000.0 | 1,400.0 | ||||||||||
Cash and cash equivalents | 2,680.9 | 2,458.7 | 2,063.4 | 1,926.1 | 2,913.0 | ||||||||||
Total current assets | 7,158.6 | 7,513.3 | 7,627.2 | 7,513.8 | 9,141.2 | ||||||||||
Total assets | 13,857.1 | 14,514.8 | 14,510.2 | 14,662.4 | 16,229.8 | ||||||||||
EQUITY AND LIABILITIES | |||||||||||||||
Equity | 9,191.8 | 9,491.2 | 9,429.4 | 9,299.5 | 9,690.6 | ||||||||||
Long-term debt | 1,125.3 | 1,125.5 | 1,144.3 | 901.9 | 2,390.6 | ||||||||||
Derivative financial instruments | 2.1 | 1.9 | 1.4 | 1.2 | 0.8 | ||||||||||
Deferred and other tax liabilities | 363.9 | 376.5 | 378.6 | 405.0 | 472.4 | ||||||||||
Provisions | 2.8 | 2.4 | — | 12.6 | 16.5 | ||||||||||
Accrued and other liabilities | 460.0 | 412.5 | 309.7 | 322.1 | 386.7 | ||||||||||
Total non-current liabilities | 1,954.1 | 1,918.8 | 1,834.0 | 1,642.8 | 3,267.0 | ||||||||||
Provisions | 2.4 | 2.4 | 4.0 | 2.9 | 2.4 | ||||||||||
Derivative financial instruments | 18.4 | 19.0 | 24.8 | 34.3 | 29.8 | ||||||||||
Current portion of long-term debt | 4.2 | 4.2 | 4.2 | 253.6 | 250.4 | ||||||||||
Current and other tax liabilities | 1.6 | 3.7 | 8.6 | 170.9 | 131.1 | ||||||||||
Accrued and other liabilities | 2,057.8 | 2,547.6 | 2,560.7 | 2,524.2 | 2,227.2 | ||||||||||
Accounts payable | 626.8 | 527.9 | 644.5 | 734.2 | 631.3 | ||||||||||
Total current liabilities | 2,711.2 | 3,104.8 | 3,246.8 | 3,720.1 | 3,272.2 | ||||||||||
Total equity and liabilities | 13,857.1 | 14,514.8 | 14,510.2 | 14,662.4 | 16,229.8 | ||||||||||
ASML - Quarterly Summary IFRS Consolidated Statement of Cash Flows 1,2
Three months ended, | |||||||||||||||
Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||||||||
2015 | 2015 | 2016 | 2016 | 2016 | |||||||||||
(in millions EUR) | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||
Net income | 383.9 | 344.3 | 230.8 | 370.4 | 425.5 | ||||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||||||
Depreciation and amortization | 91.9 | 98.4 | 101.3 | 103.9 | 124.0 | ||||||||||
Impairment | 0.2 | 1.5 | 0.5 | 0.4 | 1.4 | ||||||||||
Loss on disposal of property, plant and equipment | 0.3 | — | 1.2 | 0.9 | 1.7 | ||||||||||
Share-based payments | 9.9 | 12.6 | 13.6 | 10.5 | 12.6 | ||||||||||
Allowance for doubtful receivables | 0.6 | 1.2 | 0.9 | 0.8 | 0.7 | ||||||||||
Allowance for obsolete inventory | 56.3 | 58.2 | 36.6 | 22.5 | 2.9 | ||||||||||
Deferred income taxes | 59.4 | 20.5 | 23.1 | 81.9 | 67.1 | ||||||||||
Changes in assets and liabilities | (95.8 | ) | 537.8 | (335.2 | ) | 11.9 | (537.3 | ) | |||||||
Net cash provided by (used in) operating activities | 506.7 | 1,074.5 | 72.8 | 603.2 | 98.6 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||
Purchase of property, plant and equipment | (86.5 | ) | (120.5 | ) | (55.2 | ) | (98.9 | ) | (66.3 | ) | |||||
Purchase of intangible assets | (86.4 | ) | (89.0 | ) | (82.2 | ) | (123.3 | ) | (103.4 | ) | |||||
Purchase of available for sale securities | — | (950.0 | ) | (350.0 | ) | (350.0 | ) | (770.0 | ) | ||||||
Maturity of available for sale securities | 25.0 | — | 225.0 | 425.0 | 370.0 | ||||||||||
Cash from (used for) derivative financial instruments | (37.8 | ) | (7.1 | ) | 1.1 | 7.7 | (14.4 | ) | |||||||
Loans issued and other investments | — | — | — | (6.0 | ) | (1.2 | ) | ||||||||
Net cash provided by (used in) investing activities | (185.7 | ) | (1,166.6 | ) | (261.3 | ) | (145.5 | ) | (585.3 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||
Dividend paid | — | — | — | (445.9 | ) | — | |||||||||
Purchase of shares | (141.5 | ) | (140.7 | ) | (213.5 | ) | (171.9 | ) | (14.6 | ) | |||||
Net proceeds from issuance of shares | 9.0 | 9.7 | 10.6 | 12.1 | 11.7 | ||||||||||
Net proceeds from issuance of notes | — | — | — | — | 1,484.7 | ||||||||||
Repayment of debt | (1.0 | ) | (1.1 | ) | (1.2 | ) | (1.2 | ) | (1.1 | ) | |||||
Net cash provided by (used in) financing activities | (133.5 | ) | (132.1 | ) | (204.1 | ) | (606.9 | ) | 1,480.7 | ||||||
Net cash flows | 187.5 | (224.2 | ) | (392.6 | ) | (149.2 | ) | 994.0 | |||||||
Effect of changes in exchange rates on cash | (1.6 | ) | 2.0 | (2.7 | ) | 11.9 | (7.1 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | 185.9 | (222.2 | ) | (395.3 | ) | (137.3 | ) | 986.9 | |||||||
Notes to the Summary IFRS Consolidated Financial Statements
Basis of Preparation
The accompanying Consolidated Financial Statements are stated in millions of euros unless indicated otherwise.
The accompanying Consolidated Financial Statements have been prepared in conformity with International Financial Reporting Standards as adopted by the EU (“IFRS”) accounting principles generally accepted in the Netherlands for companies quoted on Euronext Amsterdam. Further disclosures, as required under IFRS in annual reports and interim reporting (IAS 34), are not included in the summary consolidated financial statements.
For internal and external reporting purposes, we apply accounting principles generally accepted in the United States of America ("US GAAP"). US GAAP is our primary accounting standard for the setting of financial and operational performance targets.
Use of Estimates
The preparation of our Consolidated Financial Statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the balance sheet dates, and the reported amounts of net sales and costs during the reported periods. Actual results could differ from those estimates.
Basis of Consolidation
The Consolidated Financial Statements include the Financial Statements of ASML Holding N.V. and all of its subsidiaries and the special purpose entity of which ASML is the primary beneficiary (referred to as "ASML"). All intercompany profits, balances and transactions have been eliminated in the consolidation. Subsidiaries are all entities over which ASML has the power to govern financial and operating policies generally accompanying a shareholding of more than 50 percent of the outstanding voting rights. As from the date that these criteria are met, the financial data of the relevant subsidiaries are included in the consolidation.
Revenue Recognition
ASML recognizes revenue when all four revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; seller‘s price to buyer is fixed or determinable; and collectability is reasonably assured. At ASML this policy generally results in revenue recognition from the sale of a system upon shipment. The revenue from the installation of a system is generally recognized upon completion of that installation at the customer site. Prior to shipment, systems undergo a "Factory Acceptance Test" in our cleanroom facilities, effectively replicating the operating conditions that will be present on the customer’s site, in order to verify whether the system will meet its standard specifications and any additional technical and performance criteria agreed with the customer. A system is shipped, and revenue is recognized, only after all contractual specifications are met and customer sign-off is received or waived. In case not all specifications are met and the remaining performance obligation is not essential to the functionality of the system but is substantive rather than inconsequential or perfunctory, a portion of the sales price is deferred. Although each system’s performance is re-tested upon installation at the customer’s site, we have never failed to successfully complete installation of a system at a customer’s premises.
In connection with the introduction of new technology, we initially defer revenue recognition until acceptance of the new technology based system and completion of installation at the customer’s premises. As our systems are based largely on two product platforms that permit incremental, modular upgrades, the introduction of genuinely "new" technology occurs infrequently, and in the past 15 years, has occurred on only two occasions: 2000 (TWINSCAN) and 2010 (EUV).
We offer customers discounts in the normal course of sales negotiations. These discounts are directly deducted from the gross sales price at the moment of revenue recognition. From time to time, we offer free or discounted products or services (award credits) to our customers as part of a volume purchase agreement. In some instances these volume discounts can be used to purchase field options (system enhancements) and services. The related amount is recorded as a reduction in net sales at time of system shipment. The sales transaction that gives rise to these award credits is accounted for as a multiple element sales transaction as the agreements involve the delivery of multiple products. The consideration received from the sales transaction is allocated between the award credits and the other elements of the sales transaction. The consideration allocated to the award credits is recognized as deferred revenue until award credits are delivered to the customer and earned. The amount allocable to a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the non-contingent amount).
The main portion of our net sales is derived from contractual arrangements with our customers that have multiple deliverables (elements), which mainly include the sale of our systems, installation and training services and extended and enhanced (optic) warranty contracts. The requirements for establishing separate units of accounting in a multiple element arrangement require that the allocation of arrangement consideration to each deliverable is based on the relative selling price of the deliverable. The revenue relating to the undelivered elements of the arrangements is deferred until delivery of these elements. Revenue from installation and training services is recognized when the services are completed. Revenue from prepaid extended and enhanced (optic) warranty contracts is recognized over the term of the contract.
Foreign currency risk management
Our sales are predominately denominated in euros. Exceptions may occur on a customer by customer basis. Our cost of sales and other expenses are mainly denominated in euros, to a certain extent in US dollars, Taiwanese dollars and Japanese yen and to a limited extent in other currencies. Therefore, we are exposed to foreign currency exchange risks.
It is our policy to hedge material transaction exposures, such as forecasted sales and purchase transactions, and material net remeasurement exposures, such as accounts receivable and payable. We hedge these exposures through the use of foreign exchange contracts.
ASML – Reconciliation US GAAP – IFRS 1,2
Net income | Three months ended, | Nine months ended, | |||||||
Sep 27, | Oct 2, | Sep 27, | Oct 2, | ||||||
2015 | 2016 | 2015 | 2016 | ||||||
(in millions EUR) | |||||||||
Net income based on US GAAP | 322.4 | 395.9 | 1,094.8 | 947.7 | |||||
Development expenditures (see Note 1) | 57.3 | 48.6 | 189.7 | 173.8 | |||||
Share-based payments (see Note 2) | 0.4 | 0.1 | 2.4 | 0.8 | |||||
Income taxes (see Note 3) | 3.8 | (19.1 | ) | (11.7 | ) | (95.6 | ) | ||
Net income based on IFRS | 383.9 | 425.5 | 1,275.2 | 1,026.7 | |||||
Shareholders' equity | Sep 27, | Dec 31, | Apr 3, | Jul 3, | Oct 2, | |||||
2015 | 2015 | 2016 | 2016 | 2016 | ||||||
(in millions EUR) | ||||||||||
Shareholders' equity based on US GAAP | 8,144.9 | 8,388.8 | 8,303.4 | 8,149.2 | 8,513.2 | |||||
Development expenditures (see Note 1) | 995.7 | 1,054.5 | 1,091.1 | 1,178.2 | 1,221.7 | |||||
Share-based payments (see Note 2) | 18.3 | 16.5 | 17.8 | 17.0 | 17.9 | |||||
Income taxes (see Note 3) | 32.9 | 31.4 | 17.1 | (44.9 | ) | (62.2 | ) | |||
Equity based on IFRS | 9,191.8 | 9,491.2 | 9,429.4 | 9,299.5 | 9,690.6 | |||||
Notes to the reconciliation from US GAAP to IFRS
Note 1 Development expenditures
Under US GAAP, ASML applies ASC 730, "Research and Development". In accordance with ASC 730, ASML charges costs relating to research and development to operating expense as incurred.
Under IFRS, ASML applies IAS 38, "Intangible Assets". In accordance with IAS 38, ASML capitalizes certain development expenditures that are amortized over the expected useful life of the related product generally ranging between one and five years. Amortization starts when the developed product is ready for volume production.
Note 2 Share-based Payments
Under US GAAP, ASML applies ASC 718 "Compensation - Stock Compensation" which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those instruments. ASC 718’s general principle is that a deferred tax asset is established as we recognize compensation costs for commercial purposes for awards that are expected to result in a tax deduction under existing tax law. Under US GAAP, the deferred tax recorded on share-based compensation is computed on the basis of the expense recognized in the financial statements. Therefore, changes in ASML’s share price do not affect the deferred tax asset recorded in our financial statements.
Under IFRS, ASML applies IFRS 2, "Share-based Payments". In accordance with IFRS 2, ASML records as an expense the fair value of its share-based payments with respect to stock options and shares granted to its employees. Under IFRS, at period end a deferred tax asset is computed on the basis of the tax deduction for the share-based payments under the applicable tax law and is recognized to the extent it is probable that future taxable profit will be available against which these deductible temporary differences will be utilized. Therefore, changes in ASML’s share price do affect the deferred tax asset at period-end and result in adjustments to the deferred tax asset.
Note 3 Income taxes
Under US GAAP, the elimination of unrealized net income from intercompany transactions that are eliminated from the carrying amount of assets in consolidation give rise to a temporary difference for which prepaid taxes must be recognized in consolidation. Contrary to IFRS, the prepaid taxes under US GAAP are calculated based on the tax rate applicable in the seller’s rather than the purchaser’s tax jurisdiction.
Under IFRS, ASML applies IAS 12, "Income Taxes". In accordance with IAS 12 unrealized net income resulting from intercompany transactions that are eliminated from the carrying amount of assets in consolidation give rise to a temporary difference for which deferred taxes must be recognized in consolidation. The deferred taxes are calculated based on the tax rate applicable in the purchaser’s tax jurisdiction.
This document contains statements relating to certain projections and business trends that are forward-looking, including statements with respect to our outlook, including expected customer demand in specified market segments including memory, logic and foundry, expected trends and outlook, including expected levels of service sales, systems backlog, expected financial results for the fourth quarter and full year 2016, including expected sales, other income, gross margin, R&D and SG&A expenses and effective annualized tax rate, annual revenue opportunity for ASML and EPS potential by end of decade, productivity of our tools and systems performance, including EUV system performance (such as endurance tests), expected industry trends and expected trends in the business environment, statements with respect to the acquisition of HMI by ASML, including the expected timing of completion of the HMI acquisition, the expected benefits of the acquisition of HMI by ASML, including the provision of e-beam metrology capability and its effect on holistic lithography solutions and pattern fidelity control, statements with respect to EUV targets, including availability, productivity and shipments, including the number of EUV systems expected to be shipped and timing of shipments, and roadmaps, shrink being key driver to industry growth, expected industry adoption of EUV and statements with respect to the intent of customers to insert EUV into production, the expected continuation of Moore's law and that EUV will continue to enable Moore’s law and drive long term value, goals for holistic lithography, intention to return excess cash to shareholders, and statements about our proposed dividend, dividend policy and intention to repurchase shares and statements with respect to the current share repurchase plan. You can generally identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. Forward-looking statements do not guarantee future performance and involve risks and uncertainties. These risks and uncertainties include, without limitation, economic conditions, product demand and semiconductor equipment industry capacity, worldwide demand and manufacturing capacity utilization for semiconductors (the principal product of our customer base), including the impact of general economic conditions on consumer confidence and demand for our customers' products, competitive products and pricing, the impact of any manufacturing efficiencies and capacity constraints, performance of our systems, the continuing success of technology advances and the related pace of new product development and customer acceptance of new products including EUV, the number and timing of EUV systems expected to be shipped and recognized in revenue, delays in EUV systems production and development, our ability to enforce patents and protect intellectual property rights, the risk of intellectual property litigation, availability of raw materials and critical manufacturing equipment, trade environment, changes in exchange rates, changes in tax rates, available cash and liquidity, our ability to refinance our indebtedness, distributable reserves for dividend payments and share repurchases and timing of resumption of the share repurchase plan, and other risks indicated in the risk factors included in ASML's Annual Report on Form 20-F and other filings with the US Securities and Exchange Commission. These forward-looking statements are made only as of the date of this document. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
1 | These financial statements are unaudited. |
2 | Numbers have been rounded. |
