Note 19Stockholders’ equityAt both December 31, <strong>2012</strong> and 2011, the Company had 2,819 million authorized shares, of which 2,315 million wereregistered and issued.At the <strong>Annual</strong> General Meeting of Shareholders (AGM) held in April <strong>2012</strong> and at the AGM held in April 2011, shareholdersapproved the payment of a dividend of 0.65 Swiss francs per share and 0.60 Swiss francs per share, respectively,both out of the capital contribution reserve in stockholders’ equity of the unconsolidated statutory financial statementsof <strong>ABB</strong> Ltd, prepared in accordance with Swiss law. The dividends were paid in May <strong>2012</strong> (amounting to $1,626 million)and May 2011 (amounting to $1,569 million), respectively. In April 2010, at the AGM, shareholders approved the paymentof a dividend in the form of a nominal value reduction of 0.51 Swiss francs per share, reducing the nominal value of<strong>ABB</strong> Ltd’s shares from 1.54 Swiss francs per share to 1.03 Swiss francs per share. The distribution, paid in July 2010and equivalent to $1,112 million, resulted in a reduction in “Capital stock and additional paid-in capital”.During 2010, the Company purchased on the open market an aggregate of 12.1 million of its own shares for use in connectionwith its employee incentive plans. These transactions resulted in an increase in treasury stock of $228 million.During <strong>2012</strong> and 2011 there were no purchases or sales of treasury stock on the open market.Upon and in connection with each launch of the Company’s MIP, the Company sold call options to a bank at fair value,giving the bank the right to acquire shares equivalent to the number of shares represented by the MIP warrant andWAR awards to participants. Under the terms of the agreement with the bank, the call options can only be exercised bythe bank to the extent that MIP participants have either sold or exercised their warrants or exercised their WARs.In <strong>2012</strong>, 2011 and 2010, the bank exercised certain of the call options it held. As a consequence, in <strong>2012</strong>, the Companydelivered 2.7 million shares out of treasury stock and in 2011 and 2010, the Company delivered 6.0 million and 2.1 millionshares, respectively, from contingent capital.At December 31, <strong>2012</strong>, such call options representing 8.5 million shares and with strike prices ranging from 15.75 to36.40 Swiss francs were held by the bank. The call options expire in periods ranging from May 2013 to May 2018.However, only 1.8 million of these instruments, with strike prices ranging from 19.00 to 36.40 Swiss francs, could beexercised at December 31, <strong>2012</strong>, under the terms of the agreement with the bank.In addition to the above, at December 31, <strong>2012</strong>, the Company had further outstanding obligations to deliver:– up to 2.7 million shares, at a strike price of 26.00 Swiss francs, relating to the options granted under the 2007 launchof the MIP, vesting in May 2010 and expiring in May 2013,– up to 2.9 million shares, at a strike price of 36.40 Swiss francs, relating to the options granted under the 2008 launchof the MIP, vesting in May 2011 and expiring in May 2014,– up to 4.5 million shares, at a strike price of 19.00 Swiss francs, relating to the options granted under the 2009 launchof the MIP, vesting in May <strong>2012</strong> and expiring in May 2015,– up to 7.4 million shares, at a strike price of 22.50 Swiss francs, relating to the options granted under the 2010 launchof the MIP, vesting in May 2013 and expiring in May 2016,– up to 8.9 million shares, at a strike price of 25.50 Swiss francs, relating to the options granted under the 2011 launchof the MIP, vesting in May 2014 and expiring in May 2017,– up to 17.1 million shares, at a weighted-average strike price of 16.07 Swiss francs, relating to the options grantedunder the <strong>2012</strong> launches of the MIP, vesting in May 2015 and expiring in May 2018,– up to 4.4 million shares, at a strike price of $18.30 (to employees in the U.S. and Canada) and at a strike price of17.08 Swiss francs (to employees in other countries) under the ESAP, vesting and expiring in November 2013,– up to 1.6 million shares free-of-charge to Eligible Participants under the <strong>2012</strong>, 2011 and 2010 launches of the LTIP,vesting and expiring in May 2015, March 2014 and March 2013, respectively, and– approximately 2 million shares in connection with certain other share-based payment arrangements with employees.See Note 18 for a description of the above share-based payment arrangements.In November <strong>2012</strong> and 2010, the Company delivered 2.3 million and 3.2 million shares, respectively, from treasurystock, under the ESAP. In 2011, the number of shares delivered under the ESAP was not significant.Amounts available to be distributed as dividends to the stockholders of <strong>ABB</strong> Ltd are based on the requirements ofSwiss law and <strong>ABB</strong> Ltd’s Articles of Incorporation, and are determined based on amounts presented in the unconsolidatedfinancial statements of <strong>ABB</strong> Ltd, Zurich, prepared in accordance with Swiss law. At December 31, <strong>2012</strong>, of the12,357 million Swiss francs ($13,504 million) total stockholders’ equity reflected in such unconsolidated financial statements,2,384 million Swiss francs ($2,605 million) represents share capital and 9,973 million Swiss francs ($10,899 million)represent reserves. Of these reserves, legal reserves for own shares of 395 million Swiss francs ($432 million) andordinary legal reserves of 1,000 million Swiss francs ($1,093 million) are restricted.In February 2013, the Company announced that a proposal will be put to the 2013 AGM to distribute 0.68 Swiss francsper share to shareholders.126 Financial review | <strong>ABB</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Note 20Earnings per shareBasic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding duringthe year. Diluted earnings per share is calculated by dividing income by the weighted-average number of sharesoutstanding during the year, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutivesecurities comprise outstanding written call options and outstanding options and shares granted subject to certainconditions under the Company’s share-based payment arrangements. In <strong>2012</strong>, 2011 and 2010, outstanding securitiesrepresenting a maximum of 56 million, 39 million and 26 million shares, respectively, were excluded from the calculationof diluted earnings per share as their inclusion would have been anti-dilutive.Basic earnings per share($ in millions, except per share data in $) <strong>2012</strong> 2011 2010Amounts attributable to <strong>ABB</strong> shareholders:Income from continuing operations, net of tax 2,700 3,159 2,551Income from discontinued operations, net of tax 4 9 10Net income 2,704 3,168 2,561Weighted-average number of shares outstanding (in millions) 2,293 2,288 2,287Basic earnings per share attributable to <strong>ABB</strong> shareholders:Income from continuing operations, net of tax 1.18 1.38 1.12Income from discontinued operations, net of tax – – –Net income 1.18 1.38 1.12Diluted earnings per share($ in millions, except per share data in $) <strong>2012</strong> 2011 2010Amounts attributable to <strong>ABB</strong> shareholders:Income from continuing operations, net of tax 2,700 3,159 2,551Income from discontinued operations, net of tax 4 9 10Net income 2,704 3,168 2,561Weighted-average number of shares outstanding (in millions) 2,293 2,288 2,287Effect of dilutive securities:Call options and shares 2 3 4Dilutive weighted-average number of shares outstanding 2,295 2,291 2,291Diluted earnings per share attributable to <strong>ABB</strong> shareholders:Income from continuing operations, net of tax 1.18 1.38 1.11Income from discontinued operations, net of tax – – 0.01Net income 1.18 1.38 1.12<strong>ABB</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong> | Financial review 127
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Building on our technology leadersh
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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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Brice Koch was appointed Executive
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