6-K

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 25, 2011

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

14.1	Code of Conduct, effective as of September 19, 2011
14.2	Reporting Procedure, effective as of September 19, 2011

“Safe Harbor” Statement under the US Private Securities Litigation Reform Act of 1995: the matters discussed in this document may include forward-looking statements, including statements made about our outlook, realization of systems backlog, IC unit demand, financial results, average selling price, gross margin and expenses, dividend policy and intention to repurchase shares. These forward looking statements are subject to risks and uncertainties including, but not limited to: 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 manufacturing efficiencies and capacity constraints, the pace of new product development and customer acceptance of new products, 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, available cash, distributable reserves for dividend payments and share repurchases, 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.

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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 25, 2011	By:	/s/ Peter T.F.M. Wennink
		Peter T.F.M. Wennink Executive Vice President and Chief Financial Officer

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EX-14.1

Exhibit 14.1

CODE OF CONDUCT

This code of conduct (“Code”) describes what ASML stands for and believes in. The Code does not provide detailed rules for each situation we may encounter, but serves as our guide in day to day proper behavior. This Code helps us to make sound, ethical decisions that are in the best interest of all ASML stakeholders.

We respect people

ASML is committed to diversity in a working environment where mutual respect prevails. In relation to our employees and social environment:

1. we respect our employees, value their different cultural identities and fully acknowledge their individual contribution;

2. we competitively reward our employees for their performance and provide motivating working conditions;

3. we stimulate the talents and strengths of our employees and invest in their career development;

4. we provide equal opportunity for all in recruiting, hiring, educating, promoting and compensating based on objective, non-discriminatory criteria. We show zero tolerance to any form of discrimination or harassment.

We respect our planet

We execute our business strategy with a responsibility for sustainable operations, products, value chain and culture:

5. we ensure that our employees’ working conditions are safe and healthy;

6. we continuously improve our own environmental performance by reducing harmful emissions to air, soil and water;

7. we aim to improve the energy efficiency of our products and to enable significant improvements in energy efficiency of computing systems;

8. we actively pursue adherence to the Electronic Industry Citizenship Coalition’s Code of Conduct which contains additional obligations for us and our suppliers regarding labor, health, safety and the environment;

9. we care for the local and global communities in which we operate.

We operate with business and personal integrity

The reputation of ASML is reflected by the conduct of us all. Our reputation is the foundation for our past, present and future business. Therefore:

10. we operate our business on the basis of excellence, commitment, integrity and fair play. We expect the same from those parties with whom we do business;

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11. we avoid (possible) conflicts of interests between personal and professional relationships. This also means that we do not use company opportunities for personal gain;

12. we exchange gifts and entertainment of low value only and have zero tolerance to any form of bribery and lack of integrity;

13. we carefully preserve our intellectual property and share company-secret and confidential information only in case of necessity;

14. we use and protect company assets responsibly and professionally for ASML’s legitimate business purposes;

15. we respect third party assets and information.

We manage professionally

In relation to all our stakeholders, we continuously promote honest and accountable behavior. Therefore:

16. we apply high quality in accounting, reviewing, complying, reporting, auditing and disclosing;

17. we operate our business in accordance with good corporate governance;

18. we adhere to all applicable laws and regulations; this includes specifically those related to (a) competition/antitrust, (b) insider security trading and (c) export compliance.

Support and reporting

This Code (which is further clarified for employees in the internal Business Principles) is mandatory for every employee and must guide our behavior. It may be updated from time to time. The Board of Management of ASML will ensure that no employee suffers as a consequence of reporting in good faith a (suspected) breach of the above mentioned rules in accordance with the Reporting Procedure, published on www.asml.com.

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EX-14.2

Exhibit 14.2

REPORTING PROCEDURE

1. Scope and objective

1.1 ASML places significant value on doing business (and behaviour in general) which takes into account the highest ethical standards. ASML has transposed this basic principle for ethical behaviour into practical standards for ASML and its Employees and has captured them in the Principles of Business Control and the Code of Conduct.

1.2 This Reporting Procedure describes the way in which Reports may be made and how these Reports are dealt with.

1.3 The Reporting Procedure involves all Employees worldwide, irrespective of the legal basis of their employment. This procedure also provides a basis for third parties to make Reports.

1.4 The Reporting Procedure enters into effect on 1 September 2011 and replaces the ASML Antifraud Policy investigations, Complaints Procedure and Whistleblower’s Procedure. As of such date, Reports which relate to potential financial inaccuracies, misappropriation, fraud, inadequate checks and comparable issues must be made according to this Reporting Procedure and remain under the supervision of the Audit Committee of the Supervisory Board.

2. Complaints Committee and Trusted Representatives

2.1 Members of the Complaints Committee and the Trusted Representatives in the Netherlands are appointed by ASML with approval from the Works Council for a period of three years; the same also applies to substitute members.

2.2 In the event that one of the members of the Complaints Committee is (in)directly involved in a reported Breach, this member shall withdraw himself fully from dealing with the Report in question. In that case, the Complaints Committee shall be expanded to include a substitute member from a function different to the function being withdrawn.

2.3 ASML shall provide the Complaints Committee and the Trusted Representatives with the facilities needed to ensure that they may be contacted and are able to handle Reports in a straightforward manner, whilst preserving confidentiality and anonymity.

2.4 The Trusted Representatives and the members of the Complaints Committee enjoy the same rights of protection as members of the Works Council.

2.5 An equal number of male and female Trusted Representatives shall be appointed.

2.6 The Trusted Representatives must enjoy the trust of the Employees and may not occupy a position which may hinder his/her independence or which could entail a conflict of interests.

2.7 The Trusted Representatives’ duties shall include amongst others:

• Initial intake, providing advice and support to Employees who have witnessed a Breach or have strong suspicions that a Breach has occurred;

• If requested, providing support to the Reporting party (i) when discussing the (potential) Breach within ASML (for example with the management, the HR&O department, the Ethics Officer or the Internal Audit department) and/or (ii) when submitting a Report to the Complaints Committee; providing support to the Reporting party when submitting a report to the police;

• Issuing recommendations to ASML, whether or not requested to do so, to prevent Breaches from occurring and to promote ethical behavior and doing business ethically.

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3. Method of reporting a (potential) Breach

3.1 All Employees who have witnessed a Breach (or have strong suspicions that a Breach has occurred) are strongly urged to report the Breach. In the event that an Employee wishes to address a situation or incident to which a specific internal procedure applies (such as an HR&O procedure), this specific procedure must be followed.

3.2 The (suspected) Breach must first be discussed with the Reporting party’s immediate superior (or his/her manager) or the Reporting Party’s HR&O contact person, unless this would be unreasonable given the circumstances. In addition, the Reporting party shall at all times be entitled to approach a Trusted Representative for information and assistance.

3.3 A Report to the Complaints Committee may be made as follows: using the online reporting service (which can be accessed via ASML’s Intranet (NetScanner)); or by telephone using the local dial-in number provided for your country on NetScanner; or by contacting a local ethics liaison, Ethics Officer or member of the Complaints Committee (contact details available on NetScanner).

3.4 In the event that a Reporting party is concerned about retaliation as the result of a Report, he/she may request to remain anonymous, provided that local laws permit this. In the event that an anonymous Report is made using an alternative means to the online reporting service as referred to in Article 3.3, it may not be possible to investigate the anonymous complaint as thoroughly as via the online reporting service because this service provides ASML with the possibility to ask additional questions concerning the Report.

3.5 At the request of the Reporting party, a Trusted Representative may support the Reporting party in submitting the Report. The Reporting party may also request a preliminary consultation on a potential Breach with one or more members of the Complaints Committee or the Ethics Officer or local ethics liaison. A preliminary consultation shall be held in strict confidence and shall not be documented in writing.

3.6 Once the Complaints Committee has received a Report and has determined that it has the power to deal with the Report, the Complaints Committee shall determine which member of the Complaints Committee shall take what action.

3.7 The Complaints Committee shall keep the Reporting party up-to-date on the progress of investigating the Report and shall aim to finalize the investigation within two months after it has been submitted, with a binding recommendation to the Supervisor.¹

3.8 The Complaints Committee is empowered to request all information from ASML and to examine all documents that it deems necessary within the context of investigating and dealing with a (suspected) Breach. Employees are required to provide their full cooperation to an investigation of this nature.

3.9 The Complaints Committee shall be entitled to enlist the help of one or more experts, the costs of whom shall be borne by ASML.

3.10 The Complaints Committee shall be responsible for (the coordination of) the investigation into a (suspected) Breach, unless the Report concerns (i) a member of the Complaints Committee; (ii) a member of the Board of Management or (iii) a member of the Supervisory Board. In the aforementioned cases, and in the event of a complaint concerning (i) this Reporting Procedure or (ii) the way in which a Report is dealt with by the Complaints Committee, the Report shall be sent to the Chairman of the Supervisory Board who shall then be responsible for (the coordination of) the investigation into the (suspected) Breach or the complaint.

¹  The immediate manager of the Accused party.

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3.11 As soon as the investigation into a (suspected) Breach has been completed and the complaint has been found fully or partially justified, the Complaints Committee shall send a written report to the Supervisor containing a binding advice on measures that must be taken. Both the report and the measures to be taken must be appropriate and must take into account the nature of the Report. The Reporting party, the Accused party and the superior of the Supervisor shall receive a report stating that the complaint has been found justified and whether or not a sanction shall be imposed; if this is the case, they shall also receive confirmation that the sanction has been actually imposed. In the event that the complaint has been found not to be justified, the Complaints Committee shall inform both the Reporting party and the Accused party. Internal Audit shall monitor compliance with the binding advice and report annually in this regard.

4. No investigation

An investigation primarily aims to detect, prevent and where necessary, correct undesirable behaviour. The Reporting party should not use this Reporting Procedure to settle personal disputes; nor should he/she make improper use of this procedure. In the event that there are strong indications that either of these cases applies, the Complaints Committee may decide to investigate a Report at a later date or not at all.

The Complaints Committee also reserves the right not to investigate a Report if:

• There is insufficient information available and there is no reasonable possibility of obtaining further information; or

• The Report is considered to be made with malicious intent; or

• The Report concerns a Breach which has already been dealt with by the Complaints Committee before; or

• The Complaints Committee does not have the authority to deal with the Report, for example, in case another (specific) procedure is available.

5. Reporting

The Trusted Representatives and the Complaints Committee shall issue a joint annual report to the management and the Works Council, without specifying the names and roles of the Reporting parties, the Accused parties and other individuals involved in the Report. In any case, this report shall contain the following information:

• The number of Reports and the number of reported Breaches that the Complaints Committee has found justified; and

• The number of Reports that have not been investigated by the Complaints Committee; and

• The types of Breaches that have been reported; and

• The number of requests for assistance from Trusted Representatives sub-divided into types of request.

6. Protection and rights of the Reporting party

6.1 If the Reporting party acts in good faith, in accordance with the Code of Conduct and this Reporting Procedure, his/her request for anonymity shall be respected and ASML shall observe a strict policy of non-retaliation in respect of this Reporting party. Violation of this right shall not be tolerated by ASML.

6.2 The Reporting party shall not enjoy the aforesaid protection if the Report is submitted with malicious intent.

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7. Protection and rights of the accused party

7.1 The Accused party shall be informed by the Complaints Committee of any Report in which the Accused party is the subject of an investigation.

7.2 The Accused party shall be interviewed by the Complaints Committee in a timely manner and shall at all times be entitled to defend himself/herself against the accusation.

8. Reports with malicious intent

ASML views Reports with malicious intent as a serious breach of the Code of Conduct. Disciplinary and/or other legal measures shall be taken against Employees who misuse this Reporting procedure.

9. Confidentiality

9.1 The Reporting party, ASML, Complaints Committee, Trusted Representatives, the Chairman of the Supervisory Board and all other individuals who are involved in the investigation of a Report shall deal with the Report and all other data and information that relates to the Report with strict confidentiality. The privacy of both the Reporting party and the Accused party shall be protected and Reports shall be dealt with on a strictly ‘need-to-know’ basis.

9.2 ASML is responsible for processing personal data as described in the privacy law. ASML has taken suitable measures to protect personal data against unauthorised access and processing. Personal data relating to a Report shall be processed by ASML separately from other personal data.

9.3 Within two months of the completion of an investigation as the result of a Report, the completion of any legal (follow-up) procedure, the imposition of any measures or the withdrawal of a Report by the Reporting party, the personal data relating to the Report in question shall be destroyed.

9.4 Employees shall be entitled to request that the Complaints Committee or the Chairman of the Supervisory Board inform him/her as to whether a Report concerning him/her has been submitted. If this is the case, a full written overview shall be provided to the Employee in question, stating the personal data that are being processed within the context of a Report, unless this is likely to severely hinder the investigation concerning the Report in question.

10. Information and contact details

Further information concerning the Reporting Procedure, the Trusted Representatives, the Ethics Officer, the ethics liaisons and the Complaints Committee can be found on ASML NetScanner. <include link> or may be requested from ASML’s Corporate Legal Department (+31 40 268 2801 or legal@asml.com).

11. Definitions

In this Reporting procedure, the following shall be understood to mean:

ASML:	ASML Holding N.V. or one of its group companies
Accused party:	An individual who is the subject of an investigation as the result of a formal Report on the basis of this Reporting Procedure

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Board of Management:	ASML’s Board of Management or one of its members charged with dealing with and sanctioning Breaches
Breach:	Unlawful or unethical behaviour, including behaviour which violates the Code of Conduct
Code of Conduct:	ASML’s worldwide code of conduct for ethical business conduct including ASML’s Business Principles and ASML’s Explanatory Guidelines
Complaints Committee:	A complaints committee which has been established by ASML with approval from the Works Council as referred to in Article 2 of this Reporting procedure
Employees:	All individuals who work for ASML throughout the world, irrespective of the legal basis of their employment, including members of the Board of Management and ASML’s Supervisory Board
Ethics Officer:	The Employee responsible for implementing, maintaining and improving the ethical awareness and compliance programme within the ASML Group
Report:	A report by a Reporting party of a (suspected) Breach
Reporting party:	An individual who reports a (suspected) Breach in accordance with the Reporting Procedure
Reporting Procedure:	This produce, which details how Reports may be made and how these Reports are dealt with
Supervisor:	The immediate manager of an Accused party
Trusted Representative:	An officer appointed by ASML with approval from the Works Council as referred to in Article 2 of the Reporting procedure (or outside of the Netherlands: an ethics liaison appointed by ASML who fulfils an ethics & compliance role locally)
Works Council:	The works council at ASML Netherlands B.V.

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