Note 18Share-based paymentarrangements, continuedMIPUnder the MIP, the Company offers options and cash-settled WARs (and prior to the 2010 launch offered also physicallysettledwarrants) to key employees for no consideration.The warrants and options granted under the MIP allow participants to purchase shares of <strong>ABB</strong> Ltd at predeterminedprices. Participants may sell the warrants and options rather than exercise the right to purchase shares. Equivalent warrantsare listed by a third-party bank on the SIX Swiss Exchange, which facilitates pricing and transferability of warrantsgranted under this plan. The options entitle the holder to request that the third-party bank purchase such options atthe market price of equivalent listed warrants related to that MIP launch. If the participant elects to sell the warrants oroptions, the instruments will thereafter be held by a third party and, consequently, the Company’s obligation to delivershares will be toward this third party. Each WAR gives the participant the right to receive, in cash, the market price of anequivalent listed warrant on the date of exercise of the WAR. The WARs are non-transferable.Participants may exercise or sell warrants and options and exercise WARs after the vesting period, which is three yearsfrom the date of grant. Vesting restrictions can be waived in certain circumstances such as death or disability. Allwarrants, options and WARs expire six years from the date of grant.Warrants and optionsThe fair value of each warrant and option is estimated on the date of grant using a lattice model that uses the weightedaverageassumptions noted in the table below. Expected volatilities are based on implied volatilities from equivalentlisted warrants on <strong>ABB</strong> Ltd shares. The expected term of the warrants and options granted has been assumed to bethe contractual six-year life of each warrant and option, based on the fact that after the vesting period, a participantcan elect to sell the warrant or option rather than exercise the right to purchase shares, thereby realizing the time valueof the warrants and options. The risk-free rate is based on a six-year Swiss franc interest rate, reflecting the six-yearcontractual life of the warrants and options. In estimating forfeitures, the Company has used the data from previouscomparable MIP launches.<strong>2012</strong> 2011 2010Expected volatility 27% 26% 30%Dividend yield 3.60% 2.44% 2.35%Expected term 6 years 6 years 6 yearsRisk-free interest rate 0.30% 1.59% 1.20%Presented below is a summary of the activity related to warrants and options under the MIP:Numberof instruments(in millions)Numberof shares(in millions) (1)Weightedaverageexerciseprice (inSwiss francs) (2)Weighted-averageremainingcontractualterm (in years)Aggregateintrinsic value(in millions ofSwiss francs) (3)Outstanding at January 1, <strong>2012</strong> 165.6 33.1 25.56Granted 86.8 17.4 16.07Exercised (4) (4.1) (0.8) 15.30Forfeited (4.5) (0.9) 21.36Expired (1.3) (0.3) 31.58Outstanding at December 31, <strong>2012</strong> 242.5 48.5 22.38 3.7 45.8(1)(2)(3)(4)Vested and expected to vest at December 31, <strong>2012</strong> 228.6 45.7 22.46 3.6 42.8Exercisable at December 31, <strong>2012</strong> 84.2 16.8 27.05 1.6 0.8Information presented reflects the number of shares of <strong>ABB</strong> Ltd that can be received upon exercise, as warrants and options have a conversion ratio of 5:1.Information presented reflects the exercise price per share of <strong>ABB</strong> Ltd.Computed using the closing price, in Swiss francs, of <strong>ABB</strong> Ltd shares on the SIX Swiss Exchange and the exercise price per share of <strong>ABB</strong> Ltd.The cash received upon exercise amounted to approximately $14 million. The shares were delivered out of treasury stock.At December 31, <strong>2012</strong>, there was $64 million of total unrecognized compensation cost related to non-vested warrantsand options granted under the MIP. That cost is expected to be recognized over a weighted-average period of 2.0 years.The weighted-average grant-date fair value (per instrument) of warrants and options granted during <strong>2012</strong>, 2011 and2010 was 0.59 Swiss francs, 0.83 Swiss francs and 0.81 Swiss francs, respectively. In 2011 and 2010, the aggregateintrinsic value (on the dates of exercise) of instruments exercised was 11 million Swiss francs and 9 million Swiss francs,respectively. The amount in <strong>2012</strong> was not significant.122 Financial review | <strong>ABB</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Note 18Share-based paymentarrangements, continuedPresented below is a summary, by launch, related to instruments outstanding at December 31, <strong>2012</strong>:Exercise price (in Swiss francs) (1)Number ofinstruments(in millions)Numberof shares(in millions) (2)Weighted-averageremaining contractualterm (in years)26.00 25.9 5.2 0.436.40 27.1 5.4 1.419.00 22.8 4.6 2.422.50 37.0 7.4 3.425.50 44.3 8.9 4.415.75 69.7 13.9 5.417.50 15.7 3.1 5.4Total number of instruments and shares 242.5 48.5 3.7(1)(2)Information presented reflects the exercise price per share of <strong>ABB</strong> Ltd.Information presented reflects the number of shares of <strong>ABB</strong> Ltd that can be received upon exercise.WARsAs each WAR gives the holder the right to receive cash equal to the market price of the equivalent listed warranton date of exercise, the Company records a liability based upon the fair value of outstanding WARs at each period end,accreted on a straight-line basis over the three-year vesting period. In “Selling, general and administrative expenses”,the Company recorded income of $8 million and aggregate expense of $8 million for 2011 and 2010, respectively, as aresult of changes in both the fair value and vested portion of the outstanding WARs. The <strong>2012</strong> amount was not significant.To hedge its exposure to fluctuations in the fair value of outstanding WARs, the Company purchased cash-settledcall options, which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs.The cash-settled call options are recorded as derivatives measured at fair value (see Note 5), with subsequent changesin fair value recorded through earnings to the extent that they offset the change in fair value of the liability for the WARs.In 2011 and 2010, the Company recorded aggregate expense of $24 million and $10 million, respectively, in “Selling,general and administrative expenses” related to the cash-settled call options. The <strong>2012</strong> amount was not significant.The aggregate fair value of outstanding WARs was $26 million and $17 million at December 31, <strong>2012</strong> and 2011,respectively. The fair value of WARs was determined based upon the trading price of equivalent warrants listed on theSIX Swiss Exchange.Presented below is a summary of the activity related to WARs:Number of WARs (in millions)Outstanding at January 1, <strong>2012</strong> 61.3Granted 17.3Exercised (11.5)Expired (0.3)Outstanding at December 31, <strong>2012</strong> 66.8Exercisable at December 31, <strong>2012</strong> 30.4The aggregate fair value at date of grant of WARs granted in <strong>2012</strong>, 2011 and 2010, was $10 million, $10 million and$7 million, respectively. In <strong>2012</strong>, 2011 and 2010, share-based liabilities of $7 million, $7 million and $25 million, respectively,were paid upon exercise of WARs by participants.ESAPThe employee share acquisition plan (ESAP) is an employee stock option plan with a savings feature. Employees saveover a twelve month period, by way of regular payroll deductions. At the end of the savings period, employees choosewhether to exercise their stock options using their savings plus interest to buy <strong>ABB</strong> Ltd shares (American DepositaryShares (ADS) in the case of employees in the United States and Canada – each ADS representing one registered shareof the Company) at the exercise price set at the grant date, or have their savings returned with interest. The savings areaccumulated in bank accounts held by a third-party trustee on behalf of the participants and earn interest. Employeescan withdraw from the ESAP at any time during the savings period and will be entitled to a refund of their accumulatedsavings.The fair value of each option is estimated on the date of grant using the same option valuation model as describedunder the MIP, using the assumptions noted in the table below. The expected term of the option granted has beendetermined to be the contractual one-year life of each option, at the end of which the options vest and the participantsare required to decide whether to exercise their options or have their savings returned with interest. The risk-freerate is based on one-year Swiss franc interest rates, reflecting the one year contractual life of the options. In estimatingfor feitures, the Company has used the data from previous ESAP launches.<strong>ABB</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong> | Financial review 123
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Building on our technology leadersh
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This is ABBABB is one of the world
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Chairman and CEO letterDear shareho
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HighlightsResilient performance thr
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As of March 1, 2013Executive Commit
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1. Principles1.1 General principles
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As at December 31, 2012, the member
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Brice Koch was appointed Executive
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10. Auditors10.1 AuditorsErnst & Yo
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ABB’s success depends on its abil
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