Siemens 2012 Annual Report Download - page 277

135 D. Consolidated Financial Statements 239 E. Additional Information
140 D. Consolidated Statements of Changes in Equity
142 D. Notes to Consolidated Financial Statements
232 D. Supervisory Board and Managing Board
136 D. Consolidated Statements of Income
137 D. Consolidated Statements of Comprehensive Income
138 D. Consolidated Statements of Financial Position
139 D. Consolidated Statements of Cash Flow

  ( )
Conditional Capital is provided for the purpose of a) serving
the issuance of bonds with conversion rights and (or) with
warrants, b) accommodating the exercise of stock option plans
and c) settling claims of former Siemens Nixdorf Informations-
systeme AG (SNI AG) shareholders.
> Conditional Capital  to service the issuance of bonds
with conversion rights and/or with warrants or a combina-
tion thereof in an aggregate principal amount of up to €
billion, entitling the holders to subscribe to up to  million
shares of Siemens AG with no par value, representing up to
€ million of capital stock. The authorization to issue
such bonds was granted in January  and will expire on
January , .
> Conditional Capital  to service the issuance of bonds
with conversion rights and/or with warrants in an aggregate
principal amount of up to € billion, entitling the holders to
subscribe to up to  million shares of Siemens AG with no
par value, representing up to € million of capital stock.
The authorization to issue such bonds was granted on Janu-
ary ,  and will expire on January , .
> Conditional Capital to service the  and  Siemens
Stock Option Plans amounts to € million, representing
. million shares of Siemens AG as of September , 
and . The last tranche of stock options expired in No-
vember  and from that date on, no further shares are to
be issued, see   -  for further
information on stock options.
> Conditional Capital provided to issue shares to settle claims
offered to former SNI AG shareholders who had not tendered
their SNI AG share certificates amounts to €. million, rep-
resenting  thousand shares as of September ,  and
. Such rights to claim Siemens shares expired in 
and no further shares are to be issued.
  -

In connection with an acquisition in fiscal , a minority
shareholder was granted a put option on the non-controlling
interests. This transaction with non-controlling interests
impacted line item Retained earnings by €() million as of
September , .
 
The Company is authorized by its shareholders to acquire trea-
sury stock of up to % of its capital stock existing at the date
of the shareholders’ resolution, which represents up to
,, Siemens shares or – if this value is lower – as of the
date on which the authorization is exercised. The authoriza-
tion became effective on March ,  and remains in force
through January , . According to the resolution, repur-
chased shares may be () sold via a stock exchange or through
a public sales offer made to all shareholders; () retired; () of-
fered for purchase to individuals currently or formerly em-
ployed by the Company or any of its subsidiaries as well as to
Board members of any of the Company ’s subsidiaries or grant-
ed and transferred to such individuals with a vesting period of
at least two years; () offered and transferred with the approv-
al of the Supervisory Board to third parties against contribu-
tions in kind, particularly in connection with business combi-
nations or the acquisition of companies, businesses, parts of
businesses or interests therein; () with the approval of the
Supervisory Board sold to third parties against payment in
cash if the price at which such Siemens shares are to be sold is
not significantly lower than the market price of the Siemens
stock at the time of selling; or () used to service convertible
bonds or warrants granted by the Company or any of its sub-
sidiaries. In addition, the Supervisory Board may use repur-
chased shares to meet obligations or rights to acquire Siemens
shares that were or will be agreed with members of the
Managing Board within the framework of rules governing
Managing Board compensation.
The current authorization to acquire Siemens shares is supple-
mented by an authorization to repurchase up to five percent of
its capital stock existing at the date of the shareholders’ resolu-
tion by using equity derivatives or forward purchases with a
maximum maturity term of  months; the repurchase of trea-
sury stock upon the exercise of such instruments shall be no
later than January , .
In August , Siemens announced a share buy back amount-
ing to up to € billion by December , . The shares repur-
chased may be used for the purposes of cancellation and re-
duction of capital stock, issuance to employees, board mem-
bers of affiliated companies and members of the Managing
Board as well as to meet obligations arising under and in con-
nection with convertible bonds and warrant bonds. In fiscal
, the Company repurchased ,, treasury shares at
a weighted average share price of €.. Additionally, the
Managing Board decided to cancel ,, treasury shares,
which reduced common stock from  million shares to 
million shares.
In fiscal  and , ,, shares and ,, shares,
respectively, were transferred in connection with equity set-
tled share-based payment plans.