UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2010

 

Commission File Number 001-16429

 

ABB Ltd

(Translation of registrant’s name into English)

 

P.O. Box 1831, Affolternstrasse 44, CH-8050, Zurich, Switzerland

(Address of principal executive office)

 

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 o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indication by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

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 o

No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

 



 

This Form 6-K consists of the following:

 

1.               Press release issued by ABB Ltd dated February 18, 2010.

2.               Announcements regarding transactions in ABB Ltd’s securities made by the directors or members of the Executive Committee.

 

The information provided by Item I above is deemed filed for all purposes under the Securities Exchange Act of 1934, including by reference in the Registration Statement on Form S-8 (Registration No. 333-129271).

 

2



 

Press Release

 

Q4 results: Strong execution, resilient portfolio

 

·                  Fast cost take-out keeps full-year EBIT margin well within target range — 2-year savings program expanded to $3 billion

·                  Pace of base order decline year-on-year slows in Q4, stabilizes versus Q3 2009

·                  Q4 net income was $540 million after approx. $350 million of restructuring-related expense

·                  Record cash from operations for Q4 of $1.8 billion

·                  Proposal to increase dividend 6 percent to CHF 0.51 per share

 

Zurich, Switzerland, Feb. 18, 2010 — ABB reported earnings before interest and taxes (EBIT) of almost $800 million in the quarter, despite approximately $350 million in restructuring-related charges. Full-year profitability was well within the company’s EBIT margin target range of 11-16 percent on a combination of rapid cost take-out and solid operational execution.

 

Combined with record cash from operations and double-digit order growth from emerging markets, the results “show the resilience of ABB’s business portfolio and geographic scope, as well as our ability to execute in a tough market environment,” said Chief Executive Officer Joe Hogan.

 

Orders declined to $7.5 billion, equivalent to a local-currency reduction of 5 percent(1) as lower demand mainly in mature markets outweighed continued growth in emerging markets in both power infrastructure and industrial equipment. Orders stabilized compared with third-quarter 2009 levels.

 

Revenues for the quarter were $8.8 billion, down 12 percent in local currency but the second-highest level of revenues in a quarter. Cost savings amounted to more than $500 million in the quarter.

 

Net income amounted to $540 million and cash flow from operations reached a record $1.8 billion, mainly the result of lower inventories and efforts to improve customer collections.

 

“By acting quickly and decisively, we delivered a 2009 result well within our profitability target, despite the worst recession in memory,” said CEO Hogan. “We are in a stronger position today than we were a year ago and have successfully positioned ourselves for growth as the economy recovers.

 

“We’re encouraged that the year-on-year rate of order decline slowed in the fourth quarter and that base orders were slightly higher than the third quarter of 2009,” Hogan said. “We’ll continue to aggressively pursue growth in emerging markets and opportunities globally to improve industrial productivity, lower energy consumption and tackle climate change. At the same time, cost will remain a key focus. We have therefore expanded our cost savings target to $3 billion to ensure we remain within our profitability target.”

 

2009 Q4 and full-year key figures

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

FY 2009

 

FY 2008

 

US$

 

Local

 

Orders

 

7,450

 

7,183

 

4

%

-5

%

30,969

 

38,282

 

-19

%

-13

%

Order backlog (end Dec)

 

24,771

 

23,837

 

4

%

-1

%

 

 

 

 

 

 

 

 

Revenues

 

8,761

 

9,140

 

-4

%

-12

%

31,795

 

34,912

 

-9

%

-4

%

EBIT

 

798

 

459

 

74

%

 

 

4,126

 

4,552

 

-9

%

 

 

as % of revenues

 

9.1

%

5.0

%

 

 

 

 

13.0

%

13.0

%

 

 

 

 

Net income

 

540

 

213

 

154

%

 

 

2,901

 

3,118

 

-7

%

 

 

Basic net income per share ($)

 

0.24

 

0.09

 

 

 

 

 

1.27

 

1.36

 

 

 

 

 

Dividend per share (CHF)*

 

 

 

 

 

 

 

 

 

0.51

 

0.48

 

6

%

 

 

Cash flow from operations

 

1,783

 

1,395

 

 

 

 

 

4,027

 

3,958

 

 

 

 

 

Free cash flow

 

 

 

 

 

 

 

 

 

3,089

 

2,888

 

 

 

 

 

As % of net income

 

 

 

 

 

 

 

 

 

106

%

93

%

 

 

 

 

Return on capital employed

 

 

 

 

 

 

 

 

 

27

%

31

%

 

 

 

 

 


* Proposed by the Board of Directors

(1) Management discussion of orders and revenues focuses on local currency changes. U.S. dollar changes are reported in the results tables.

 

3



 

Summary of Q4 2009 results

 

Orders received and revenues

 

Fourth-quarter orders decreased 5 percent compared to the same quarter in 2008 (increased 4% in US$ terms) as continued weak demand from most of ABB’s industrial markets outweighed customer investments in power transmission systems and equipment. Orders received were supported by a 61-percent increase in large orders (above $15 million) to $1.4 billion (up 79% in US$). Large orders accounted for 19 percent of total orders received, compared with 11 percent in the same period a year earlier. Base orders (below $15 million) declined by 13 percent in the quarter (down 5% in US$) following two consecutive quarters of more than 20-percent decreases. Base orders were 2 percent higher in local currencies (5 percent higher in US$) compared to the third quarter of 2009.

 

Regionally, orders in local currencies were higher versus the fourth quarter of 2008 in Asia and the Middle East and Africa as investments continued in power grid expansion in the emerging markets. Demand for industrial products also increased in both regions. In Europe and the Americas, continued weak demand in most of the company’s end markets resulted in lower orders in both the power and automation businesses. Orders from emerging markets accounted for 51 percent of total orders received and grew 15 percent in the fourth quarter compared with an order decrease in mature economies of almost 20 percent.

 

Revenues declined as weaker revenues in shorter-cycle businesses offset execution of the order backlog, reflecting the weaker business environment in recent quarters. Service revenues were 2 percent lower (up 7 percent in US$) compared with the fourth quarter of 2008.

 

The order backlog at the end of December 2009 amounted to $24.8 billion, a local-currency decrease of 1 percent compared with the end of 2008 (up 4 percent in US$) and down 5 percent in both local currencies and U.S. dollars compared to the end of the previous quarter.

 

Earnings before interest and taxes

 

EBIT and EBIT margin increased compared with the same quarter a year earlier. EBIT in the fourth quarter of 2009 included restructuring-related costs of approximately $350 million associated with the two-year, $2-billion cost take-out program announced a year ago (costs for the full year amounted to approximately $520 million). In addition, EBIT in the fourth quarter of 2008 included approximately $870 million in provisions related to compliance investigations, a value-added tax charge and restructuring-related charges.

 

Excluding the impact of restructuring-related costs and the mark-to-market valuation of hedging transactions, the EBIT margin in the fourth quarter of 2009 was 13.2 percent, a decline of 1.5 percentage points compared to the EBIT margin in the same quarter in 2008 after adjustment for restructuring-related charges, the mark-to-market valuation of hedging transactions and other previously-announced provision adjustments.

 

This decrease primarily reflects the impacts of price erosion and lower capacity utilization.

 

EBIT and EBIT margin were positively impacted by cost savings amounting to more than $500 million in the quarter. In the full year, the cost take-out program generated savings in excess of $1.5 billion.

 

Net income

 

Fourth-quarter net income amounted to $540 million. The tax rate for the full year was 24 percent, mainly the result of the favorable tax impact from the adjustment of provisions in the third quarter of 2009.

 

4



 

Balance sheet and cash flow

 

Net cash at the end of the fourth quarter was $7.2 billion compared with $5.8 billion at the end of the previous quarter. Cash flow from operations amounted to a record $1.8 billion, an increase of approximately $400 million compared with the same quarter in 2008, mainly the result of improved working capital management, especially improved cash collection and lower inventories.

 

Increased dividend

 

ABB’s Board of Directors proposes a dividend for 2009 of 0.51 Swiss francs per share, an increase of 0.03 Swiss francs per share, or 6 percent, compared to the prior year. The Board also proposes that the dividend takes the form of a reduction in the nominal (par) value of the shares from 1.54 Swiss francs to 1.03 Swiss francs. The proposal is subject to approval by shareholders at the company’s annual general meeting on April 26, 2010. If approved, the ex-dividend and payout date in Switzerland is expected in July 2010.

 

ABB is not actively pursuing purchases under the 2.2-billion Swiss-franc share buyback program announced in 2008. The company has so far spent approximately 650 million Swiss francs on the program, which has not been active since September 2008. At the 2010 annual general meeting, the company intends to propose the cancellation of the shares repurchased under the program.

 

Cost reductions

 

ABB continued to execute its cost take-out program during the fourth quarter. The company has also decided to increase the savings target to ensure it can maintain its EBIT margin within its target range of 11-16 percent. The program now aims to sustainably reduce ABB’s costs — comprising both cost of sales as well as general and administrative expenses — from 2008 levels by a total of $3 billion by the end of 2010, compared with the previously announced level of $2 billion. The savings are focused on low-cost sourcing, reduced general and administrative expenses, internal process improvements and adjustments to ABB’s global manufacturing and engineering footprint.

 

Cost reductions for the full year 2009 were significantly ahead of plan and exceeded $1.5 billion. Approximately 50 percent of these savings were achieved by optimizing global sourcing (excluding changes in commodity prices). The remainder was achieved through reductions to general and administrative expenses, as well as global footprint and operational excellence measures.

 

Compliance

 

As previously announced, ABB has disclosed to the US Department of Justice and the US Securities and Exchange Commission various suspect payments.

 

Also as previously announced, ABB has been cooperating with various antitrust authorities, including the European Commission, regarding their investigations into certain alleged anti-competitive practices in the power transformer business, the cables business and the flexible alternating current transmission systems (FACTS) business. In October 2009, the European Commission announced its decision regarding anti-competitive practices in the power transformer business and imposed a fine of approximately €34 million on ABB.

 

With respect to these matters, there could be adverse outcomes beyond our provisions.

 

Management appointments and organizational changes

 

In the fourth quarter ABB announced a reorganization of its automation divisions to align them more closely with customers. Under the announced changes, effective Jan. 1, 2010, the business units in

 

5



 

the Automation Products and Robotics divisions have been regrouped into two new divisions — Discrete Automation and Motion, and Low Voltage Products. The Process Automation division remains unchanged except for the addition of the instrumentation business from the Automation Products division (preliminary orders, revenues and EBIT for the new automation divisions for the full years 2007, 2008 and 2009 are available in Appendix I to this press release).

 

As part of the reorganization, Tom Sjökvist, previously responsible for Automation Products, now heads the new Low Voltage Products division. Ulrich Spiesshofer, previously responsible for Corporate Development on the Executive Committee, takes over the Discrete Automation and Motion division. Anders Jonsson, previously responsible for the Robotics division, remains on the Executive Committee with responsibility for continuing the implementation of ABB’s current cost take-out program as well as the company’s Global Footprint program. Veli-Matti Reinikkala remains head of the Process Automation division.

 

Outlook

 

ABB’s fourth-quarter orders stabilized versus the third quarter of 2009. ABB has seen what it believes is a bottoming of its short cycle businesses. However, given the longer-term nature of the ABB portfolio, management’s outlook for the company’s businesses for 2010 and the overall economy remains uncertain.

 

The drivers of ABB’s businesses, fueled mainly by the need to build and upgrade energy infrastructure, address climate change and the increasing importance of emerging markets in the global economy, continue to offer attractive growth opportunities.

 

The need for more efficient and reliable power transmission and distribution and the integration of renewable energies into existing power grids remains in all regions. As energy and commodity prices increase, and as globalization promotes more competition, industrial customers in all parts of the world require automation solutions for new capacity and to lower costs, improve quality and increase the productivity of their existing assets.

 

The recent global economic downturn, however, has resulted in overcapacity in some customer sectors and has reduced the amount of capital available for investment in others. It remains unclear at this time when and how quickly customer investments in these sectors will recover.

 

As a result of these factors, management will maintain a cautious outlook for 2010 until there is a clearer view of the overall direction of the global economy.

 

Therefore, in 2010 management will focus both on adjusting costs and taking advantage of its global footprint, strong balance sheet and leading technologies to tap further opportunities for profitable growth.

 

Update on 2007-11 targets

 

ABB remains confident that it can continue to achieve a Group full-year EBIT margin within its target corridor of 11-16 percent of revenues. The company also reiterates its commitment to the divisional EBIT margin targets (following the realignment of the automation divisions announced in November 2009, the respective original divisional targets have been recalculated and are presented in Appendix I to this press release).

 

ABB also confirms its target for free cash flow as a percentage of net income at an average 100 percent over the period 2007-11.

 

6



 

The ability of the company to achieve the remaining targets — revenue and earnings per share growth and return on capital employed — is contingent on the pace of economic recovery in 2010 and 2011.

 

Divisional performance Q4 2009

 

Power Products

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

FY 2009

 

FY 2008

 

US$

 

Local

 

Orders

 

2,667

 

2,615

 

2

%

-5

%

10,940

 

13,627

 

-20

%

-14

%

Order backlog (end Dec)

 

8,226

 

7,977

 

3

%

-2

%

 

 

 

 

 

 

 

 

Revenues

 

3,109

 

3,208

 

-3

%

-9

%

11,239

 

11,890

 

-5

%

-1

%

EBIT

 

495

 

444

 

11

%

 

 

1,969

 

2,100

 

-6

%

 

 

as % of revenues

 

15.9

%

13.8

%

 

 

 

 

17.5

%

17.7

%

 

 

 

 

Cash flow from operating activities

 

754

 

578

 

 

 

 

 

1,977

 

1,575

 

 

 

 

 

 

Orders received decreased in the fourth quarter (up 2 percent in US$) as lower demand in mature economies offset higher power infrastructure investments in emerging markets. Orders increased 3 percent in Asia (9 percent in US$) and were 24 percent higher in the Middle East and Africa (up 37 percent in US$). In Europe, orders were stable compared with the same quarter in 2008 (up 8 percent in US$) as a strong increase in eastern Europe compensated a decline in western Europe. Weakened demand from both the utility and industrial sectors in the U.S. resulted in an order decline of 25 percent for the Americas (21% in US$). The decrease in orders also reflects lower prices from weaker market conditions and pass-through of reduced commodity costs.

 

The division reported the second-highest level of revenues ever in the quarter, down from the record achieved in the fourth quarter a year earlier. Lower revenues from shorter-cycle businesses related to the industrial and construction sectors, such as medium-voltage equipment and distribution transformers, were partly offset by higher revenues from longer-cycle businesses, such as large power transformers.

 

EBIT in the quarter included restructuring-related costs of $39 million. The EBIT margin in the quarter was positively impacted by a favorable product revenue mix.

 

Power Systems

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

FY 2009

 

FY 2008

 

US$

 

Local

 

Orders

 

1,863

 

1,456

 

28

%

16

%

7,830

 

7,408

 

6

%

17

%

Order backlog (end Dec)

 

9,675

 

7,704

 

26

%

20

%

 

 

 

 

 

 

 

 

Revenues

 

1,908

 

1,902

 

0

%

-7

%

6,549

 

6,912

 

-5

%

1

%

EBIT

 

66

 

181

 

-64

%

 

 

388

 

592

 

-34

%

 

 

as % of revenues

 

3.5

%

9.5

%

 

 

 

 

5.9

%

8.6

%

 

 

 

 

Cash flow from operating activities

 

242

 

98

 

 

 

 

 

333

 

424

 

 

 

 

 

 

Fourth-quarter orders grew strongly and contributed to a record annual order intake for the division. The growth was largely driven by continued emerging market investment in power generation and transmission capacity as well as related grid enhancements. Large orders for substations and rail-related power infrastructure in India and the power infrastructure build-up in the Middle East accounted for a significant share of the growth. This more than offset the lower quarterly order intake in Europe and the Americas, mainly resulting from reduced investments in the industrial and power distribution sectors.

 

7



 

Revenues were driven mainly by the order backlog execution schedule and decreased during the quarter in local currencies. The revenue development also reflected the lower level of base orders during the year. EBIT and EBIT margin were negatively impacted by $76 million in restructuring-related charges aimed primarily at adjusting capacity in specific geographic markets.

 

Automation Products

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

FY 2009

 

FY 2008

 

US$

 

Local

 

Orders

 

2,061

 

2,094

 

-2

%

-10

%

8,453

 

10,872

 

-22

%

-18

%

Order backlog (end Dec)

 

3,557

 

3,863

 

-8

%

-12

%

 

 

 

 

 

 

 

 

Revenues

 

2,448

 

2,484

 

-1

%

-10

%

8,930

 

10,250

 

-13

%

-9

%

EBIT

 

351

 

422

 

-17

%

 

 

1,330

 

1,908

 

-30

%

 

 

as % of revenues

 

14.3

%

17.0

%

 

 

 

 

14.9

%

18.6

%

 

 

 

 

Cash flow from operating activities

 

537

 

299

 

 

 

 

 

1,525

 

1,343

 

 

 

 

 

 

Order growth across most businesses in China, India, the Middle East and other emerging markets, driven by increasing industrial production in those areas, was offset by lower orders in Europe and the Americas, reflecting the more uncertain economic environment in the mature economies. Base orders declined by 6 percent in local currencies but orders for low-voltage standard products grew. Orders were negatively impacted by lower prices resulting from a decrease in material costs as well as reduced demand.

 

Revenues declined in the quarter as execution of the order backlog in businesses such as power electronics only partly compensated lower revenues in motors, drives and low-voltage systems.

 

EBIT declined on lower revenues and restructuring-related costs of $66 million to adjust production capacity and optimize the manufacturing footprint in response to the changing demand environment.

 

Process Automation

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

FY 2009

 

FY 2008

 

US$

 

Local

 

Orders

 

1,288

 

1,452

 

-11

%

-20

%

6,200

 

8,657

 

-28

%

-22

%

Order backlog (end Dec)

 

5,412

 

6,111

 

-11

%

-17

%

 

 

 

 

 

 

 

 

Revenues

 

1,908

 

2,088

 

-9

%

-17

%

7,347

 

7,815

 

-6

%

-1

%

EBIT

 

199

 

240

 

-17

%

 

 

685

 

926

 

-26

%

 

 

as % of revenues

 

10.4

%

11.5

%

 

 

 

 

9.3

%

11.8

%

 

 

 

 

Cash flow from operating activities

 

303

 

282

 

 

 

 

 

671

 

1,034

 

 

 

 

 

 

Orders decreased in the quarter as project delays in the marine and minerals sectors offset continued growth in oil and gas and an improvement in metals. After-sales service orders in the marine and minerals industries also grew in the quarter. Total orders were down in all regions in local currencies.

 

Revenues were lower than the record fourth quarter a year ago as the decrease in orders that began in late 2008 — especially in pulp and paper, metals, minerals and marine — flowed through to revenues. Service revenues, which typically account for about a third of total revenues, were unchanged in local currencies.

 

EBIT reflects lower revenues and includes restructuring-related charges of $50 million. Excluding these factors, the EBIT margin was above the level in the same quarter a year earlier due to improved project execution, the increasing benefit from cost reduction efforts and stable service revenues.

 

8



 

Robotics

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

FY 2009

 

FY 2008

 

US$

 

Local

 

Orders

 

201

 

299

 

-33

%

-38

%

758

 

1,658

 

-54

%

-51

%

Order backlog (end Dec)

 

331

 

545

 

-39

%

-42

%

 

 

 

 

 

 

 

 

Revenues

 

231

 

407

 

-43

%

-47

%

970

 

1,642

 

-41

%

-38

%

EBIT

 

-188

 

-73

 

 

 

 

 

-296

 

9

 

 

 

 

 

as % of revenues

 

-81.4

%

-17.9

%

 

 

 

 

-30.5

%

0.5

%

 

 

 

 

Cash flow from operating activities

 

10

 

18

 

 

 

 

 

-90

 

49

 

 

 

 

 

 

Robotics orders declined as the steep drop in demand from the global discrete manufacturing sector continued in the fourth quarter. Revenues decreased on a lower opening order backlog and reduced service business.

 

The division reported an EBIT loss mainly related to changes in its operational footprint and further capacity adjustments in mature markets. Restructuring-related costs in the quarter amounted to $109 million.

 

9



 

More information

 

The 2009 Q4 results press release and presentation slides are available on the ABB News Center at www.abb.com/news and on the Investor Relations homepage at www.abb.com/investorrelations.

 

ABB will host a press conference today starting at 10:00 a.m. Central European Time (CET). U.K. callers should dial +44 207 107 06 11. From Sweden, the number is +46 8 5069 2105, and from the rest of Europe, +41 91 610 56 00. Lines will be open 15 minutes before the start of the conference. Audio playback of the call will start one hour after the call ends and will be available for 96 hours: Playback numbers: +44 20 7108 6233 (U.K.), +41 91 612 4330 (rest of Europe) or +1 866 416 2558 (U.S./Canada). The code is 19750, followed by the # key.

 

A meeting for analysts and investors is scheduled to begin today at 2:00 p.m. CET (8:00 a.m. EST). Callers should dial +1 412 858 4600 (from the U.S./Canada), +44 207 107 0611 (from the U.K.), or +41 91 610 56 00 (the rest of the world). Callers are requested to phone in 10 minutes before the start of the call. The audio playback of the call will start one hour after the end of the call and be available for 24 hours. Playback numbers: +1 866 416 2558 (U.S./Canada) or +41 91 612 4330 (Europe and the rest of the world). The code is 13806, followed by the # key.

 

Investor calendar 2010

 

 

Q1 2010 results

 

April 22, 2010

Annual General Meeting of shareholders

 

April 26, 2010

Q2 2010 results

 

July 22, 2010

Q3 2010 results

 

Oct. 28, 2010

 

ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 117,000 people.

 

Zurich, Feb. 18, 2010

 

Joe Hogan, CEO

 

Important notice about forward-looking information

 

This press release includes forward-looking information and statements including the sections entitled “Increased dividend,” “Cost reductions,” “Compliance,” “Outlook and “Update on 2007-11 targets,” as well as other statements concerning the outlook for our business. These statements are based on current expectations, estimates and projections about the factors that may affect our future performance, including global economic conditions, the economic conditions of the regions and industries that are major markets for ABB Ltd. These expectations, estimates and projections are generally identifiable by statements containing words such as “expects,” “believes,” “estimates,” “targets,” “plans” or similar expressions. However, there are many risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking information and statements made in this press release and which could affect our ability to achieve any or all of our stated targets. The important factors that could cause such differences include, among others, business risks related to the financial crisis and economic slowdown, costs associated with compliance activities, the amount of revenues we are able to generate from backlog and orders received, raw materials prices, market acceptance of new products and services, changes in governmental regulations and currency exchange rates and such other factors as may be discussed from time to time in ABB Ltd’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 20-F. Although ABB Ltd believes that its expectations reflected in any such forward-looking statement are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved.

 

For more information please contact:

 

Media Relations:

Investor Relations:

ABB Ltd

Thomas Schmidt, Wolfram Eberhardt

Switzerland: Tel. +41 43 317 7111

Affolternstrasse 44

(Zurich, Switzerland)

Sweden: Tel. +46 21 325 000

CH-8050 Zurich, Switzerland

Tel: +41 43 317 6568

USA: Tel. +1 203 750 7743

 

media.relations@ch.abb.com

investor.relations@ch.abb.com

 

 

10



 

ABB Q4 and full-year 2009 key figures

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q4 09

 

Q4 08

 

US$

 

Local

 

2009

 

2008

 

US$

 

Local

 

Orders

 

Group

 

7,450

 

7,183

 

4

%

-5

%

30,969

 

38,282

 

-19

%

-13

%

 

 

Power Products

 

2,667

 

2,615

 

2

%

-5

%

10,940

 

13,627

 

-20

%

-14

%

 

 

Power Systems

 

1,863

 

1,456

 

28

%

16

%

7,830

 

7,408

 

6

%

17

%

 

 

Automation Products

 

2,061

 

2,094

 

-2

%

-10

%

8,453

 

10,872

 

-22

%

-18

%

 

 

Process Automation

 

1,288

 

1,452

 

-11

%

-20

%

6,200

 

8,657

 

-28

%

-22

%

 

 

Robotics

 

201

 

299

 

-33

%

-38

%

758

 

1,658

 

-54

%

-51

%

 

 

Corporate (consolidation)

 

-630

 

-733

 

14

%

23

%

-3,212

 

-3,940

 

18

%

11

%

Revenues

 

Group

 

8,761

 

9,140

 

-4

%

-12

%

31,795

 

34,912

 

-9

%

-4

%

 

 

Power Products

 

3,109

 

3,208

 

-3

%

-9

%

11,239

 

11,890

 

-5

%

-1

%

 

 

Power Systems

 

1,908

 

1,902

 

0

%

-7

%

6,549

 

6,912

 

-5

%

1

%

 

 

Automation Products

 

2,448

 

2,484

 

-1

%

-10

%

8,930

 

10,250

 

-13

%

-9

%

 

 

Process Automation

 

1,908

 

2,088

 

-9

%

-17

%

7,347

 

7,815

 

-6

%

-1

%

 

 

Robotics

 

231

 

407

 

-43

%

-47

%

970

 

1,642

 

-41

%

-38

%

 

 

Corporate (consolidation)

 

-843

 

-949

 

11

%

20

%

-3,240

 

-3,597

 

10

%

4

%

EBIT

 

Group

 

798

 

459

 

74

%

 

 

4,126

 

4,552

 

-9

%

 

 

 

 

Power Products

 

495

 

444

 

11

%

 

 

1,969

 

2,100

 

-6

%

 

 

 

 

Power Systems

 

66

 

181

 

-64

%

 

 

388

 

592

 

-34

%

 

 

 

 

Automation Products

 

351

 

422

 

-17

%

 

 

1,330

 

1,908

 

-30

%

 

 

 

 

Process Automation

 

199

 

240

 

-17

%

 

 

685

 

926

 

-26

%

 

 

 

 

Robotics

 

-188

 

-73

 

-158

%

 

 

-296

 

9

 

n.a

 

 

 

 

 

Corporate

 

-125

 

-755

 

83

%

 

 

50

 

-983

 

n.a

 

 

 

EBIT margin

 

Group

 

9.1

%

5.0

%

 

 

 

 

13.0

%

13.0

%

 

 

 

 

 

 

Power Products

 

15.9

%

13.8

%

 

 

 

 

17.5

%

17.7

%

 

 

 

 

 

 

Power Systems

 

3.5

%

9.5

%

 

 

 

 

5.9

%

8.6

%

 

 

 

 

 

 

Automation Products

 

14.3

%

17.0

%

 

 

 

 

14.9

%

18.6

%

 

 

 

 

 

 

Process Automation

 

10.4

%

11.5

%

 

 

 

 

9.3

%

11.8

%

 

 

 

 

 

 

Robotics

 

-81.4

%

-17.9

%

 

 

 

 

-30.5

%

0.5

%

 

 

 

 

 

Q4 2009 orders received and revenues by region

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

$ millions

 

Q4 09

 

Q4 08

 

US$

 

Local

 

Q4 09

 

Q4 08

 

US$

 

Local

 

Europe

 

2,872

 

2,887

 

-1

%

-10

%

3,484

 

3,872

 

-10

%

-18

%

Americas

 

1,415

 

1,722

 

-18

%

-24

%

1,576

 

1,843

 

-14

%

-20

%

Asia

 

2,079

 

1,882

 

10

%

4

%

2,379

 

2,394

 

-1

%

-7

%

Middle East and Africa

 

1,084

 

692

 

57

%

43

%

1,322

 

1,031

 

28

%

19

%

Group total

 

7,450

 

7,183

 

4

%

-5

%

8,761

 

9,140

 

-4

%

-12

%

 

Full-year 2009 orders received and revenues by region

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

$ millions

 

2009

 

2008

 

US$

 

Local

 

2009

 

2008

 

US$

 

Local

 

Europe

 

11,983

 

16,633

 

-28

%

-20

%

13,093

 

15,815

 

-17

%

-10

%

Americas

 

5,996

 

7,235

 

-17

%

-11

%

6,049

 

6,428

 

-6

%

-2

%

Asia

 

8,197

 

10,242

 

-20

%

-16

%

8,684

 

8,967

 

-3

%

0

%

Middle East and Africa

 

4,793

 

4,172

 

15

%

22

%

3,969

 

3,702

 

7

%

10

%

Group total

 

30,969

 

38,282

 

-19

%

-13

%

31,795

 

34,912

 

-9

%

-4

%

 

11



 

Reconciliation of non-GAAP financial measures

(US$ million, unaudited)

 

EBIT margin

 

 

 

Earnings before interest and taxes (EBIT)

 

4,126

 

Revenues

 

31,795

 

EBIT margin (EBIT as % of revenues)

 

13.0

%

 

 

 

 

Finance net

 

 

 

Interest and dividend income

 

121

 

Interest and other finance expense

 

(127

)

Finance net

 

(6

)

 

 

 

 

Free cash flow (FCF) and as a share of net income (cash conversion)

 

 

 

Net cash provided by operating activities

 

4,027

 

Changes in financing receivables

 

(7

)

Purchases of property, plant and equipment and intangible assets

 

(967

)

Proceeds from sales of property, plant and equipment

 

36

 

Free cash flow

 

3,089

 

Net income

 

2,901

 

Free cash flow as a share of net income

 

106

%

 

Free cash flow as a share of net income (also referred to as cash conversion ratio) is a financial measure that is calculated by dividing our FCF by our net income. Management believes FCF and the cash conversion ratio are measures that are helpful in analyzing the cash generated and it uses FCF as a share of net income as a performance target.

 

Net cash

 

 

 

Short-term debt and current maturities of long-term debt

 

(161

)

Long-term debt

 

(2,172

)

Total debt

 

(2,333

)

 

 

 

 

Cash and equivalents

 

7,119

 

Marketable securities and short-term investments

 

2,433

 

Cash and marketable securities

 

9,552

 

Net cash

 

7,219

 

 

Net cash is a financial measure that is calculated as cash and equivalents plus marketable securities and short-term investments, less total debt.

 

Gearing

 

 

 

 

 

 

 

Total debt

 

2,333

 

Total stockholders’ equity, incl. noncontrolling interests

 

14,473

 

Gearing

 

14

%

 

Gearing is a financial measure that is calculated as total debt divided by the sum of total debt plus total stockholders’ equity, including noncontrolling interests. Total debt used for the purpose of calculating net debt and gearing equals long-term debt plus short-term debt and current maturities of long-term debt. Management believes net cash and gearing are helpful in analyzing leverage and considers both measures in evaluating possible financing transactions.

 

12



 

Return on capital employed (ROCE)

 

 

 

= EBIT x (1-tax rate) / Capital employed

 

 

 

EBIT

 

4,126

 

Provision for taxes

 

1,001

 

Income from continuing operations before taxes

 

4,120

 

Tax rate

 

24

%

Capital employed

 

 

 

= fixed assets + net working capital

 

 

 

Property, plant and equipment, net

 

4,072

 

Goodwill

 

3,026

 

Other intangible assets, net

 

443

 

Investments in equity method companies

 

49

 

Fixed assets

 

7,590

 

Receivables, net

 

9,451

 

Inventories, net

 

4,550

 

Prepaid expenses

 

236

 

Accounts payable, trade

 

(3,853

)

Billings in excess of sales

 

(1,623

)

Accounts payable, other

 

(1,326

)

Advances from customers

 

(1,806

)

Accrued expenses

 

(1,600

)

Net working capital

 

4,029

 

Capital employed

 

11,619

 

ROCE (after tax)

 

27

%

 

Return on capital employed (ROCE) is a financial measure defined above that management believes is useful to assess how efficiently we are using our capital. ABB has published a ROCE performance target for 2011.

 

Appendix I

 

Preliminary pro forma orders, revenues and EBIT for realigned automation divisions
Unaudited

 

US$, in millions

 

 

 

Orders

 

Revenues

 

EBIT

 

EBIT %

 

Division

 

2007

 

2008

 

2009

 

2007

 

2008

 

2009

 

2007

 

2008

 

2009

 

2007

 

2008

 

2009

 

Discrete Automation & Motion

 

6'064

 

7'129

 

4'707

 

5'414

 

6'588

 

5'410

 

836

 

1'066

 

555

 

15.4

%

16.2

%

10.3

%

Low-Voltage Products

 

4'199

 

4'865

 

4'078

 

4'125

 

4'747

 

4'070

 

696

 

819

 

521

 

16.9

%

17.3

%

12.8

%

Process Automation

 

8'476

 

9'244

 

6'684

 

6'936

 

8'397

 

7'838

 

707

 

958

 

643

 

10.2

%

11.4

%

8.2

%

 

Recalculated divisional targets 2007-2011

 

Original targets (published Sept. 2007)

 

 

 

Revenue
growth
(1)

 

EBIT
margin

 

 

 

 

 

 

 

Power Products

 

10

%

12-17

%

Power Systems

 

11

%

6-10

%

Automation Products

 

8

%

14-19

%

Process Automation

 

8

%

9-14

%

Robotics

 

6

%

5-10

%

 

Recalculated original targets for realigned automation divisions

 

 

 

Revenue
growth
(1)

 

EBIT
margin

 

Discrete Automation & Motion

 

9

%

14-19

%

Low-Voltage Products

 

7

%

13-17

%

Process Automation

 

8

%

9-13

%

 


(1) Compound annual growth rate 2007-11, i.e., base year = 2006

 

13



 

ABB Ltd Interim Consolidated Income Statements (unaudited)

 

 

 

Year ended

 

Three months ended

 

($ in millions, except per share data in $)

 

Dec. 31, 2009

 

Dec. 31, 2008

 

Dec. 31, 2009

 

Dec. 31, 2008

 

 

 

 

 

 

 

 

 

 

 

Sales of products

 

26,820

 

29,705

 

7,298

 

7,779

 

Sales of services

 

4,975

 

5,207

 

1,463

 

1,361

 

Total revenues

 

31,795

 

34,912

 

8,761

 

9,140

 

Cost of products

 

(19,057

)

(20,506

)

(5,241

)

(5,597

)

Cost of services

 

(3,413

)

(3,466

)

(1,050

)

(946

)

Total cost of sales

 

(22,470

)

(23,972

)

(6,291

)

(6,543

)

Gross profit

 

9,325

 

10,940

 

2,470

 

2,597

 

Selling, general and administrative expenses

 

(5,528

)

(5,822

)

(1,556

)

(1,502

)

Other income (expense), net

 

329

 

(566

)

(116

)

(636

)

Earnings before interest and taxes

 

4,126

 

4,552

 

798

 

459

 

Interest and dividend income

 

121

 

315

 

28

 

65

 

Interest and other finance expense

 

(127

)

(349

)

(31

)

(210

)

Income from continuing operations before taxes

 

4,120

 

4,518

 

795

 

314

 

Provision for taxes

 

(1,001

)

(1,119

)

(170

)

(5

)

Income from continuing operations, net of tax

 

3,119

 

3,399

 

625

 

309

 

Income (loss) from discontinued operations, net of tax

 

17

 

(21

)

(9

)

(20

)

Net income

 

3,136

 

3,378

 

616

 

289

 

Net income attributable to noncontrolling interests

 

(235

)

(260

)

(76

)

(76

)

Net income attributable to ABB

 

2,901

 

3,118

 

540

 

213

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

2,884

 

3,142

 

549

 

234

 

Income (loss) from discontinued operations, net of tax

 

17

 

(24

)

(9

)

(21

)

Net income

 

2,901

 

3,118

 

540

 

213

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

1.26

 

1.37

 

0.24

 

0.10

 

Income (loss) from discontinued operations, net of tax

 

0.01

 

(0.01

)

0.00

 

(0.01

)

Net income

 

1.27

 

1.36

 

0.24

 

0.09

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

1.26

 

1.37

 

0.24

 

0.10

 

Income (loss) from discontinued operations, net of tax

 

0.01

 

(0.01

)

0.00

 

(0.01

)

Net income

 

1.27

 

1.36

 

0.24

 

0.09

 

 

 

 

 

 

 

 

 

 

 

Average number of shares (in millions) used to compute:

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders

 

2,284

 

2,287

 

2,286

 

2,283

 

Diluted earnings per share attributable to ABB shareholders

 

2,288

 

2,296

 

2,291

 

2,285

 

 

See Notes to the Interim Consolidated Financial Information

 

14



 

ABB Ltd Interim Consolidated Balance Sheets (unaudited)

 

($ in millions, except share data)

 

Dec. 31, 2009

 

Dec. 31, 2008

 

 

 

 

 

 

 

Cash and equivalents

 

7,119

 

6,399

 

Marketable securities and short-term investments

 

2,433

 

1,354

 

Receivables, net

 

9,451

 

9,245

 

Inventories, net

 

4,550

 

5,306

 

Prepaid expenses

 

236

 

237

 

Deferred taxes

 

900

 

920

 

Other current assets

 

540

 

776

 

Total current assets

 

25,229

 

24,237

 

 

 

 

 

 

 

Financing receivables, net

 

452

 

445

 

Property, plant and equipment, net

 

4,072

 

3,562

 

Goodwill

 

3,026

 

2,817

 

Other intangible assets, net

 

443

 

411

 

Prepaid pension and other employee benefits

 

112

 

73

 

Investments in equity method companies

 

49

 

68

 

Deferred taxes

 

1,052

 

1,120

 

Other non-current assets

 

293

 

278

 

Total assets

 

34,728

 

33,011

 

 

 

 

 

 

 

Accounts payable, trade

 

3,853

 

4,451

 

Billings in excess of sales

 

1,623

 

1,224

 

Accounts payable, other

 

1,326

 

1,292

 

Short-term debt and current maturities of long-term debt

 

161

 

354

 

Advances from customers

 

1,806

 

2,014

 

Deferred taxes

 

327

 

428

 

Provisions for warranties

 

1,280

 

1,105

 

Provisions and other current liabilities

 

2,603

 

3,467

 

Accrued expenses

 

1,600

 

1,569

 

Total current liabilities

 

14,579

 

15,904

 

 

 

 

 

 

 

Long-term debt

 

2,172

 

2,009

 

Pension and other employee benefits

 

1,179

 

1,071

 

Deferred taxes

 

328

 

355

 

Other non-current liabilities

 

1,997

 

1,902

 

Total liabilities

 

20,255

 

21,241

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital

 

3,943

 

4,841

 

Retained earnings

 

12,828

 

9,927

 

Accumulated other comprehensive loss

 

(2,084

)

(2,710

)

Treasury stock, at cost (39,901,593 shares and 40,108,014 shares at December 31, 2009 and 2008, respectively)

 

(897

)

(900

)

Total ABB stockholders’ equity

 

13,790

 

11,158

 

Noncontrolling interests

 

683

 

612

 

Total stockholders’ equity

 

14,473

 

11,770

 

Total liabilities and stockholders’ equity

 

34,728

 

33,011

 

 

See Notes to the Interim Consolidated Financial Information

 

15



 

ABB Ltd Interim Consolidated Statements of Cash Flows (unaudited)

 

 

 

Year ended

 

Three months ended

 

($ in millions)

 

Dec. 31, 2009

 

Dec. 31, 2008

 

Dec. 31, 2009

 

Dec. 31, 2008

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

3,136

 

3,378

 

616

 

289

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

655

 

661

 

188

 

178

 

Pension and postretirement benefits

 

(28

)

43

 

(27

)

(3

)

Deferred taxes

 

(56

)

(199

)

(45

)

(421

)

Net gain from sale of property, plant and equipment

 

(15

)

(49

)

(4

)

(15

)

Income (loss) from equity accounted companies

 

2

 

(15

)

1

 

(3

)

Other

 

(6

)

233

 

7

 

169

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

256

 

(1,266

)

84

 

(73

)

Inventories, net

 

1,130

 

(800

)

732

 

217

 

Trade payables

 

(718

)

522

 

(15

)

121

 

Billings in excess of sales

 

295

 

539

 

239

 

105

 

Provisions, net

 

(241

)

677

 

129

 

814

 

Advances from customers

 

(316

)

130

 

(298

)

(219

)

Other assets and liabilities, net

 

(67

)

104

 

176

 

236

 

Net cash provided by operating activities

 

4,027

 

3,958

 

1,783

 

1,395

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Changes in financing receivables

 

(7

)

7

 

(5

)

8

 

Purchases of marketable securities (available-for-sale)

 

(243

)

(1,081

)

(184

)

(694

)

Purchases of marketable securities (held-to-maturity)

 

(918

)

 

(119

)

 

Purchases of short-term investments

 

(3,824

)

(2,512

)

(1,753

)

(102

)

Purchases of property, plant and equipment and intangible assets

 

(967

)

(1,171

)

(343

)

(435

)

Acquisition of businesses (net of cash acquired)

 

(209

)

(653

)

(54

)

(101

)

Proceeds from sales of marketable securities (available-for-sale)

 

79

 

110

 

16

 

32

 

Proceeds from maturity of marketable securities (available-for-sale)

 

855

 

 

 

 

Proceeds from maturity of marketable securities (held-to-maturity)

 

730

 

 

457

 

 

Proceeds from short-term investments

 

2,253

 

5,305

 

1,805

 

1,109

 

Proceeds from sales of property, plant and equipment

 

36

 

94

 

13

 

49

 

Proceeds from sales of businesses and equity accounted companies (net of cash disposed)

 

16

 

46

 

6

 

 

Other

 

(21

)

(31

)

(1

)

 

Net cash provided by (used in) investing activities

 

(2,220

)

114

 

(162

)

(134

)

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Net changes in debt with maturities of 90 days or less

 

(59

)

(10

)

(31

)

(42

)

Increase in debt

 

586

 

458

 

146

 

135

 

Repayment of debt

 

(705

)

(786

)

(182

)

(145

)

Issuance of shares

 

89

 

49

 

86

 

 

Purchase of treasury shares

 

 

(621

)

 

(15

)

Dividends paid in the form of nominal value reduction

 

(1,027

)

(1,060

)

 

 

Dividends paid to noncontrolling shareholders

 

(193

)

(152

)

(2

)

(3

)

Other

 

8

 

3

 

22

 

(60

)

Net cash provided by (used in) financing activities

 

(1,301

)

(2,119

)

39

 

(130

)

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

214

 

(230

)

(43

)

(79

)

Adjustment for the net change in cash and equivalents in assets held for sale and in discontinued operations

 

 

26

 

 

 

Net change in cash and equivalents - continuing operations

 

720

 

1,749

 

1,617

 

1,052

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents beginning of period

 

6,399

 

4,650

 

5,502

 

5,347

 

Cash and equivalents end of period

 

7,119

 

6,399

 

7,119

 

6,399

 

 

 

 

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

156

 

244

 

34

 

70

 

Taxes paid

 

1,090

 

1,065

 

261

 

272

 

 

See Notes to the Interim Consolidated Financial Information

 

16



 

ABB Ltd Interim Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

($ in millions)

 

Capital stock
and
additional
paid-in capital

 

Retained
earnings

 

Foreign
currency
translation
adjustment

 

Unrealized
gain (loss) on
available-for-
sale
securities

 

Pension and
other
postretirement
plan
adjustments

 

Unrealized
gain (loss) of
cash flow hedge
derivatives

 

Total
accumulated
other
comprehensive
loss

 

Treasury
stock

 

Total ABB
stockholders’
equity

 

Noncontrolling
interests

 

Total
stockholders’
equity

 

Balance at January 1, 2008

 

5,780

 

6,809

 

(906

)

7

 

(486

)

55

 

(1,330

)

(302

)

10,957

 

592

 

11,549

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

3,118

 

 

 

 

 

 

 

 

 

 

 

 

 

3,118

 

260

 

3,378

 

Foreign currency translation adjustments

 

 

 

 

 

(754

)

 

 

 

 

 

 

(754

)

 

 

(754

)

(41

)

(795

)

Foreign currency translation adjustments related to divestments of businesses

 

 

 

 

 

6

 

 

 

 

 

 

 

6

 

 

 

6

 

 

 

6

 

Effect of change in fair value of available-for-sale securities, net of tax

 

 

 

 

 

 

 

76

 

 

 

 

 

76

 

 

 

76

 

(1

)

75

 

Unrecognized gain (loss) related to pensions and other postretirement plans, net of tax

 

 

 

 

 

 

 

 

 

(492

)

 

 

(492

)

 

 

(492

)

1

 

(491

)

Change in derivatives qualifying as cash flow hedges, net of tax

 

 

 

 

 

 

 

 

 

 

 

(216

)

(216

)

 

 

(216

)

 

 

(216

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,738

 

219

 

1,957

 

Changes in noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(45

)

(45

)

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(154

)

(154

)

Dividends paid in the form of nominal value reduction

 

(1,060

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,060

)

 

 

(1,060

)

Shares repurchased under buyback program

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(619

)

(619

)

 

 

(619

)

Treasury stock transactions

 

(21

)

 

 

 

 

 

 

 

 

 

 

 

 

21

 

 

 

 

 

Share-based payment arrangements

 

63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63

 

 

 

63

 

Issuance of shares

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

 

 

49

 

Call options

 

30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30

 

 

 

30

 

Balance at December 31, 2008

 

4,841

 

9,927

 

(1,654

)

83

 

(978

)

(161

)

(2,710

)

(900

)

11,158

 

612

 

11,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

($ in millions)

 

Capital stock
and
additional
paid-in capital

 

Retained
earnings

 

Foreign
currency
translation
adjustment

 

Unrealized
gain (loss) on
available-for-
sale
securities

 

Pension and
other
postretirement
plan
adjustments

 

Unrealized
gain (loss) of
cash flow hedge
derivatives

 

Total
accumulated
other
comprehensive
loss

 

Treasury
stock

 

Total ABB
stockholders’
equity

 

Noncontrolling
interests

 

Total
stockholders’
equity

 

Balance at January 1, 2009

 

4,841

 

9,927

 

(1,654

)

83

 

(978

)

(161

)

(2,710

)

(900

)

11,158

 

612

 

11,770

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

2,901

 

 

 

 

 

 

 

 

 

 

 

 

 

2,901

 

235

 

3,136

 

Foreign currency translation adjustments

 

 

 

 

 

598

 

 

 

 

 

 

 

598

 

 

 

598

 

12

 

610

 

Effect of change in fair value of available-for-sale securities, net of tax

 

 

 

 

 

 

 

(63

)

 

 

 

 

(63

)

 

 

(63

)

 

 

(63

)

Unrecognized loss related to pensions and other postretirement plans, net of tax

 

 

 

 

 

 

 

 

 

(90

)

 

 

(90

)

 

 

(90

)

(2

)

(92

)

Change in derivatives qualifying as cash flow hedges, net of tax

 

 

 

 

 

 

 

 

 

 

 

181

 

181

 

 

 

181

 

 

 

181

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,527

 

245

 

3,772

 

Changes in noncontrolling interests

 

(49

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(49

)

20

 

(29

)

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(194

)

(194

)

Dividends paid in the form of nominal value reduction

 

(1,024

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,024

)

 

 

(1,024

)

Treasury stock transactions

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

Share-based payment arrangements

 

66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66

 

 

 

66

 

Issuance of shares

 

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90

 

 

 

90

 

Call options

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 

22

 

Balance at December 31, 2009

 

3,943

 

12,828

 

(1,056

)

20

 

(1,068

)

20

 

(2,084

)

(897

)

13,790

 

683

 

14,473

 

 

See Notes to the Interim Consolidated Financial Information

 

17


 


 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 1. The Company and basis of presentation

 

ABB Ltd and its subsidiaries (collectively, the Company) together form a leading global company specializing in power and automation technologies that improve the performance of utility and industry customers, while lowering environmental impact. The Company works with customers to engineer and install networks, facilities and plants with particular emphasis on enhancing efficiency, reliability and productivity for customers who generate, convert, transmit, distribute and consume energy.

 

The Company’s Interim Consolidated Financial Information is prepared in accordance with United States of America generally accepted accounting principles (U.S. GAAP) for interim financial reporting. As such, the Interim Consolidated Financial Information does not include all the information and notes required under U.S. GAAP for annual consolidated financial statements. Therefore, such financial information should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2008.

 

The preparation of financial information in conformity with U.S. GAAP requires management to make assumptions and estimates that directly affect the amounts reported in the Interim Consolidated Financial Information. The accounting estimates that require the Company’s most significant, difficult and subjective judgments include:

 

·      assumptions and projections, principally related to future material, labor and project-related overhead costs, used in determining the percentage-of-completion on projects,

 

·      estimates of loss contingencies associated with litigation or threatened litigation and other claims and inquires, environmental damages, product warranties, regulatory and other proceedings,

 

·      assumptions used in the calculation of pension and postretirement benefits,

 

·      recognition and measurement of current and deferred income tax assets and liabilities (including the measurement of uncertain tax positions),

 

·      growth rates, discount rates and other assumptions used in the Company’s annual goodwill impairment test.

 

The actual results and outcomes may differ from the Company’s estimates and assumptions.

 

In the opinion of management, the Interim Consolidated Financial Information contains all necessary adjustments to present fairly the financial position, results of operations and cash flows for the reported interim periods.

 

The Interim Consolidated Financial Information is presented in United States dollars ($) unless otherwise stated. Certain amounts reported for prior periods in the Interim Consolidated Financial Information have been reclassified to conform to the current year’s presentation.

 

For the purposes of this Interim Consolidated Financial Information, the Company has evaluated subsequent events up to February 18, 2010.

 

Note 2. Accounting pronouncements

 

Noncontrolling interests in consolidated financial statements

 

As of January 1, 2009, the Company adopted a new accounting standard which changed the accounting and reporting for minority interests, which are recharacterized as noncontrolling interests and classified as a component of equity. This change was effective prospectively as of January 1, 2009, except for the presentation and disclosure requirements which apply retrospectively for all periods presented. As a result of the adoption, noncontrolling interests of $612 million were reclassified to stockholders’ equity at December 31, 2008. Income attributable to noncontrolling interests of $235 million and $260 million for the years ended December 31, 2009 and 2008, respectively, and $76 million for both the three months ended December 31, 2009 and 2008, is included in “Net income” and is deducted to arrive at “Net income attributable to ABB”.

 

18



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Business combinations

 

As of January 1, 2009, the Company adopted a new accounting standard for business combinations that have an acquisition date on or after January 1, 2009. Assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs are expensed in periods subsequent to the acquisition date. Changes in deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period (the period after the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination) impact income tax expense in periods subsequent to the acquisition date. Acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life.

 

Revenue recognition with multiple deliverable arrangements

 

In October 2009, a new accounting standard update on revenue recognition with multiple deliverable arrangements was issued which amends the criteria for separating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable that includes vendor-specific objective evidence (if available), third-party evidence (if vendor-specific evidence is not available), or estimated selling price if neither of the first two are available. This new standard also:

 

·      eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement, and

 

·      expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangements.

 

This update is effective for arrangements entered into by the Company or materially modified on or after January 1, 2011. The Company is currently evaluating the impact of this update.

 

Revenue arrangements that include software elements

 

In October 2009, a new accounting standard update for the accounting of certain revenue arrangements that include software elements was issued. This update amends how to account for revenue arrangements that contain both hardware and software elements. This update modifies the existing rules to exclude (i) non-software components of tangible products and (ii) software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. Undelivered elements in the arrangement related to the non-software components also are excluded from the software revenue guidance. This update is effective for arrangements entered into by the Company or materially modified on or after January 1, 2011. The Company is currently evaluating the impact of this update.

 

Note 3. Financial instruments

 

The Company uses fair value measurement principles to record certain financial assets and liabilities on a recurring basis. Financial assets and liabilities recorded at fair value on a recurring basis include foreign currency, commodity, interest rate and equity derivatives and available-for-sale securities.

 

Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation techniques including the market approach (using observable market data for identical or similar assets and liabilities) and the income approach (discounted cash flow models). Inputs used to determine the fair value of assets and liabilities are defined by a three-level hierarchy depending on the reliability of those inputs. The Company has categorized its financial assets and liabilities measured at fair value within this hierarchy based on whether the inputs to the valuation technique are observable or unobservable. An observable input is based on market data obtained from independent sources, while an unobservable input reflects the Company’s assumptions about market data.

 

19



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The levels of the fair value hierarchy are as follows:

 

·      Level 1: Valuation inputs consist of quoted prices in an active market for identical assets or liabilities (observable quoted prices). Assets and liabilities valued using Level 1 inputs include exchange-traded equity securities, listed derivatives which are actively traded such as foreign exchange futures and most U.S. government securities.

 

·      Level 2: Valuation inputs consist of observable inputs (other than Level 1 inputs) such as actively quoted prices for similar assets, quoted prices in inactive markets and inputs other than quoted prices such as interest rate yield curves, credit spreads, or inputs derived from other observable data by interpolation, correlation, regression or other means. The adjustments applied to quoted prices or the inputs used in valuation models may be both observable and unobservable. In these cases, the fair value measurement is classified as Level 2 unless the unobservable portion of the adjustment or the unobservable input to the valuation model is significant, in which case the fair value measurement would be classified as Level 3. Assets and liabilities valued using Level 2 inputs include interest rate swaps, cross-currency swaps, commodity swaps, cash-settled call options, as well as foreign exchange forward contracts and foreign exchange swaps.

 

·      Level 3: Valuation inputs are based on the Company’s assumptions of relevant market data (unobservable input).

 

Whenever quoted prices involve bid-ask spreads, the Company ordinarily determines fair values based on mid-market quotes. However, for the purposes of determining the fair value of cash-settled call options serving as hedges of the Company’s management incentive plan, bid prices are used.

 

When determining fair values based on quoted prices in an active market, the Company considers if the level of transaction activity for the financial instrument has significantly decreased, or would not be considered orderly. In such cases, the resulting changes in valuation techniques would be disclosed. If the market is considered disorderly or if quoted prices are not available, the Company is required to use another valuation technique, such as an income approach.

 

The following table shows the fair value of financial assets and liabilities measured at fair value on a recurring basis:

 

 

 

December 31, 2009

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total
fair value

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Available-for-sale securities in “Cash and equivalents”:

 

 

 

 

 

 

 

 

 

Debt securities — European government obligations

 

717

 

 

 

717

 

Debt securities — Corporate

 

 

324

 

 

324

 

Available-for-sale securities in “Marketable securities and short-term investments”:

 

 

 

 

 

 

 

 

 

Equity securities

 

49

 

37

 

 

86

 

Debt securities — U.S. government obligations

 

113

 

 

 

113

 

Debt securities — European government obligations

 

18

 

 

 

18

 

Debt securities — Other government obligations

 

3

 

 

 

3

 

Debt securities — Corporate

 

 

284

 

 

284

 

Current derivative assets in “Other current assets”

 

6

 

401

 

 

407

 

Non-current derivative assets in “Other non-current assets”

 

 

199

 

 

199

 

Total

 

906

 

1,245

 

 

2,151

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current derivative liabilities in “Provisions and other current liabilities”

 

7

 

242

 

 

249

 

Non-current derivative liabilities in “Other non-current liabilities”

 

 

67

 

 

67

 

Total

 

7

 

309

 

 

316

 

 

20



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2008

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total
fair value

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Available-for-sale securities in “Cash and equivalents”:

 

 

 

 

 

 

 

 

 

Debt securities — European government obligations

 

 

550

 

 

550

 

Available-for-sale securities in “Marketable securities and short-term investments”:

 

 

 

 

 

 

 

 

 

Equity securities

 

38

 

35

 

 

73

 

Debt securities — U.S. government obligations

 

100

 

 

 

100

 

Debt securities — European government obligations

 

17

 

934

 

 

951

 

Debt securities — Other government obligations

 

8

 

 

 

8

 

Debt securities — Corporate

 

5

 

124

 

 

129

 

Current derivative assets in “Other current assets”

 

5

 

640

 

 

645

 

Non-current derivative assets in “Other non-current assets”

 

 

200

 

 

200

 

Total

 

173

 

2,483

 

 

2,656

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current derivative liabilities in “Provisions and other current liabilities”

 

7

 

789

 

 

796

 

Non-current derivative liabilities in “Other non-current liabilities”

 

 

180

 

 

180

 

Total

 

7

 

969

 

 

976

 

 

The Company uses the following methods and assumptions in estimating fair values of financial assets and liabilities measured at fair value on a recurring basis:

 

·      Available-for-sale securities in “Cash and equivalents”: includes available-for-sale marketable debt securities, which are measured at fair value. If quoted market prices in active markets for identical assets are available, these are considered Level 1 inputs. If such quoted market prices are not available, fair value is determined using market prices for similar assets or present value techniques, applying an appropriate risk-free interest rate adjusted for nonperformance risk. The inputs used in present value techniques are observable and fall into the Level 2 category.

 

·      Available-for-sale securities in “Marketable securities and short-term investments”: includes available-for-sale marketable debt securities, equity securities and other marketable securities, such as fund investments. If quoted market prices in active markets for identical assets are available, these are considered Level 1 inputs. If such quoted market prices are not available, fair value is determined using market prices for similar assets or present value techniques, applying an appropriate risk-free interest rate adjusted for nonperformance risk. The inputs used in present value techniques are observable and fall into the Level 2 category.

 

·      Derivatives: the fair values of derivative instruments are determined using quoted prices of identical instruments from an active market, if available (Level 1). If quoted prices are not available, price quotes for similar instruments, appropriately adjusted, or a discounted cash flow methodology, based on available market data, or option pricing models are used. Cash-settled call options hedging the Company’s warrant appreciation rights liability are valued based on bid prices of the equivalent listed warrant. The fair values obtained using price quotes for similar instruments or valuation techniques represent a Level 2 input unless significant unobservable inputs are used.

 

21



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 4. Debt

 

In October 2009, the Company cancelled its existing $2 billion credit facility, originally entered into in 2005 and expiring in 2010, and replaced it with a new 3-year $2 billion multicurrency credit facility. Interest costs of drawings under the new facility are LIBOR, STIBOR or EURIBOR (depending on currency of drawings) plus a margin of 100 basis points, while commitment fees payable on the unused portion of the facility amount to 0.40% per annum. Utilization fees, payable on drawings, amount to 0.25% per annum on drawings over one-third but less than or equal to two-thirds of the total facility, or 0.50% per annum on drawings over two-thirds of the total facility. No utilization fees are payable on drawings less than one-third of the total facility.

 

Note 5. Commitments and contingencies

 

Contingencies — Environmental

 

The Company is engaged in environmental clean-up activities at certain sites arising under various United States and other environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal proceedings, investigations or claims, and it is uncertain to what extent the Company is actually obligated to perform. Provisions for these unresolved matters have been set up if it is probable that the Company has incurred a liability and the amount of loss can be reasonably estimated. Estimated losses for environmental obligations are not discounted to their present value because the timing of payments cannot be reasonably estimated. If a provision has been recognized for any of these matters the Company records an asset when it is probable that it will recover a portion of the costs expected to be incurred to settle them. Management is of the opinion, based upon information presently available, that the resolution of any such obligation and non-collection of recoverable costs would not have a further material adverse effect on the Company’s consolidated financial statements.

 

Contingencies related to former Nuclear Technology business

 

The Company retains liabilities for certain specific environmental remediation costs at two sites in the United States that were operated by its former subsidiary, ABB CE-Nuclear Power Inc., which the Company sold to British Nuclear Fuels PLC (BNFL) in 2000. Pursuant to the sale agreement with BNFL, the Company has retained the environmental liabilities associated with its Combustion Engineering, Inc. subsidiary’s Windsor, Connecticut, facility and agreed to reimburse BNFL for a share of the costs that BNFL incurs for environmental liabilities associated with its former Hematite, Missouri, facility. The primary environmental liabilities associated with these sites relate to the costs of remediating radiological and chemical contamination. Such costs are not incurred until a facility is taken out of use and generally are incurred over a number of years. Although it is difficult to predict with accuracy the amount of time it may take to remediate this contamination, based on available information, the Company believes that it may take until 2012 at the Windsor site and until 2015 at the Hematite site.

 

Under the terms of the sale agreement, BNFL is responsible to have the remediation of the Hematite site performed in a cost efficient manner and pursue recovery of remediation costs from other potentially responsible parties as conditions for obtaining cost sharing contributions from the Company. Westinghouse Electric Company LLC (Westinghouse), BNFL’s former subsidiary, now oversees remediation activities at the Hematite site. Westinghouse was acquired during 2006 by a consortium led by Toshiba Corporation, Japan. During the 2007 through 2009 period, Westinghouse’s efforts were focused on modifying, finalizing and obtaining regulatory approval of its draft decommissioning plan for the Hematite site.

 

During 2007, the Company reached an agreement with U.S. government agencies to transfer oversight of the remediation of the portion of the Windsor site under the U.S. Government’s Formerly Utilized Sites Remedial Action Program from the U.S. Army Corps of Engineers to the Nuclear Regulatory Commission which has oversight responsibility for the remaining radiological areas of that site and the Company’s radiological license for the site.

 

Contingencies related to other present and former facilities primarily in North America

 

The Company is involved in the remediation of environmental contamination at present or former facilities, primarily in the United States. The clean up of these sites involves primarily soil and

 

22



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

groundwater contamination. A significant proportion of the provisions in respect of these contingencies reflect the provisions of an acquired company. Substantially all of the acquired entity’s remediation liability is indemnified by a prior owner. Accordingly, an asset equal to this remediation liability is included in “Other non-current assets”.

 

The impact of the above environmental obligations on “Income (loss) from discontinued operations, net of tax”, was a charge of $11 million and $9 million for the year and three months ended December 31, 2009, and was not significant for the year and three months ended December 31, 2008. The impact of the above obligations on “Income from continuing operations, net of tax”, was not significant for the year and three months ended December 31, 2009 and 2008.

 

The total effect of the above Nuclear Technology and other environmental obligations on the Company’s Consolidated Statements of Cash Flows was as follows:

 

 

 

Year ended
December 31,

 

Three months ended
December 31,

 

($ in millions)

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Cash expenditures:

 

 

 

 

 

 

 

 

 

Nuclear Technology business

 

11

 

4

 

4

 

1

 

Various businesses

 

18

 

8

 

6

 

3

 

 

 

29

 

12

 

10

 

4

 

 

The Company has estimated 2010 expenditures to be $29 million.

 

The total effect of the above Nuclear Technology and other environmental obligations on the Company’s Consolidated Balance Sheets was as follows:

 

 

 

December 31,

 

($ in millions)

 

2009

 

2008

 

 

 

 

 

 

 

Provision balance relating to:

 

 

 

 

 

Nuclear Technology business

 

230

 

241

 

Various businesses

 

67

 

52

 

 

 

297

 

293

 

Environmental provisions included in:

 

 

 

 

 

Provisions and other current liabilities

 

29

 

46

 

Other non-current liabilities

 

268

 

247

 

 

 

297

 

293

 

 

Asbestos obligations

 

The Company’s Combustion Engineering, Inc. subsidiary (CE) was a co-defendant in a large number of lawsuits claiming damage for personal injury resulting from exposure to asbestos. A smaller number of claims were also brought against the Company’s former Lummus subsidiary as well as against other entities of the Company. Separate plans of reorganization for CE and Lummus, as amended, were filed under Chapter 11 of the U.S. Bankruptcy Code. The CE plan of reorganization and the Lummus plan of reorganization (collectively, the Plans) became effective on April 21, 2006 and August 31, 2006, respectively.

 

Under the Plans, separate personal injury trusts were created and funded to settle future asbestos related claims against CE and Lummus and on the respective Plan effective dates, channeling injunctions were issued pursuant to Section 524(g) of the U.S. Bankruptcy Code under which all present and future asbestos-related personal injury claims filed against the Company and its affiliates and certain other entities that relate to the operations of CE and Lummus are channeled to the CE Asbestos PI Trust or the Lummus Asbestos PI Trust, respectively.

 

23



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The effect of asbestos obligations on the Company’s Consolidated Income Statements and Statements of Cash Flows was as follows:

 

 

 

Year ended
December 31,

 

Three months ended
December 31,

 

($ in millions)

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of tax

 

 

(31

)

 

(31

)

 

 

 

 

 

 

 

 

 

 

Cash expenditures

 

1

 

100

 

1

 

25

 

 

The effect of asbestos obligations on the Company’s Consolidated Balance Sheets was as follows:

 

 

 

December 31,

 

($ in millions)

 

2009

 

2008

 

Asbestos provisions included in:

 

 

 

 

 

Provisions and other current liabilities

 

28

 

4

 

Other non-current liabilities

 

25

 

50

 

 

 

53

 

54

 

 

Included in the asbestos provisions above are two additional payments of $25 million each to the CE Asbestos PI Trust for which the Company is liable on a contingent basis. One additional payment of $25 million is payable in 2010 or 2011 if the Company attains an earnings before interest and taxes (EBIT) margin of 9% for 2009 or 14% in 2010. The other payment of $25 million is payable in 2011 if the Company attains an EBIT margin of 9.5% in 2010. During 2008, the Company recorded both of these contingent payment obligations as, based on forecasted financial results, it expected to achieve the target EBIT margins in 2009 and 2010. If the Company is found by the U.S. Bankruptcy Court (the Bankruptcy Court) to have defaulted on its asbestos payment obligations, the CE Asbestos PI Trust may petition the Bankruptcy Court to terminate the CE channeling injunction and the protections afforded by that injunction to the Company and other entities of the Company, as well as certain other entities, including Alstom SA.

 

Contingencies — Regulatory, Compliance and Legal

 

Gas Insulated Switchgear business

 

In May 2004, the Company announced that it had undertaken an internal investigation which uncovered that certain of its employees together with employees of other companies active in the Gas Insulated Switchgear business were involved in anti-competitive practices. The Company has reported such practices upon identification to the appropriate antitrust authorities, including the European Commission. The European Commission announced its decision in January 2007 and granted the Company full immunity from fines assessed to the Company of euro 215 million under the European Commission’s leniency program.

 

The Company continues to cooperate with other antitrust authorities in several locations globally, including Brazil, which are investigating anti-competitive practices related to Gas Insulated Switchgear. At this stage of the proceedings, no reliable estimate of the amount of potential fines, if any, can be made.

 

Power Transformers business

 

The European Commission has recently concluded an investigation into alleged anti-competitive practices of certain manufacturers of power transformers. The European Commission announced its decision in October 2009 and fined the Company euro 33.75 million (equivalent to $49 million on date of payment).

 

The German Antitrust Authority (Bundeskartellamt) and other antitrust authorities are also reviewing those alleged practices which relate to the German market and other markets. Management is cooperating fully with the authorities in their investigations. The Company anticipates that the German Antitrust Authority’s review will result in an unfavorable outcome with respect to the alleged anti-competitive practices and expects that a fine will be imposed. At this stage of the proceedings with the other antitrust authorities, no reliable estimate of the amount of potential fines, if any, can be made.

 

24



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Cables business

 

The Company’s cables business is under investigation for alleged anti-competitive practices. Management is cooperating fully with the antitrust authorities in their investigations. An informed judgment about the outcome of these investigations or the amount of potential loss for the Company, if any, relating to these investigations cannot be made at this stage.

 

FACTS business

 

In January 2010, the European Commission conducted raids at the premises of the Company’s flexible alternating current transmission systems (FACTS) business in Sweden as part of its investigation into alleged anti-competitive practices of certain FACTS manufacturers. Management is cooperating fully with the European Commission in its investigation. An informed judgment about the outcome of this investigation or the amount of potential loss for the Company, if any, relating to this investigation cannot be made at this stage.

 

Suspect payments

 

In April 2005, the Company voluntarily disclosed to the United States Department of Justice (DoJ) and the United States Securities and Exchange Commission (SEC) certain suspect payments in its network management unit in the United States. Subsequently, the Company made additional voluntary disclosures to the DoJ and the SEC regarding suspect payments made by other Company subsidiaries in a number of countries in the Middle East, Asia, South America and Europe as well as by its former Lummus business. These payments were discovered by the Company as a result of the Company’s internal audit program and compliance reviews. The payments may be in violation of the Foreign Corrupt Practices Act or other applicable laws. The Company is cooperating with the relevant authorities regarding these issues and is continuing its internal investigations and compliance reviews. The Company anticipates an unfavorable outcome with respect to the investigation of these suspect payments and expects that fines will be imposed.

 

Earnings overstatement in an Italian subsidiary

 

In September 2004, the Company restated its Consolidated Financial Statements for all prior periods as a result of earnings overstatements by a business unit of the Company’s Power Products division (part of the former Power Technologies division) in Italy. The restatement followed an internal investigation by the Company which revealed that the business unit had overstated earnings before interest and taxes and net income, as well as that certain employees had participated in arranging improper payments to an employee of an Italian power generation company in order to obtain a contract. The Company reported this matter to the Italian authorities, as well as to the SEC and the DoJ. In 2009, the Company settled matters with the Italian authorities and the case was dismissed. The Company cannot reasonably predict what action, if any, the SEC or the DoJ may take.

 

General

 

In addition, the Company is aware of proceedings, or the threat of proceedings, against it and others in respect of private claims by customers and other third parties alleging harm with regard to various actual or alleged cartel cases. Also, the Company is subject to other various legal proceedings, investigations, and claims that have not yet been resolved. With respect to the abovementioned regulatory matters and commercial litigation contingencies, the Company will bear the costs of the continuing investigations and any related legal proceedings.

 

At December 31, 2009 and 2008, the Company accrued aggregate liabilities of $309 million and $795 million, respectively, included in provisions and other current liabilities and in other non-current liabilities for the above regulatory, compliance and legal contingencies. The Company’s aggregate accrued liabilities at December 31, 2009, were impacted primarily by changes in the provisions relating to alleged anti-competitive practices, including, but not limited to, the European Commission’s decision in October 2009 on the power transformers business. As it is not possible to make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently available to management, to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the amounts accrued.

 

Guarantees

 

General

 

The following table provides quantitative data regarding the Company’s third-party guarantees. The maximum potential payments represent a “worst-case scenario”, and do not reflect management’s

 

25


 


 

Notes to the Interim Consolidated Financial Information (unaudited)

 

expected results. The carrying amount of liabilities recorded in the Consolidated Balance Sheets reflects the Company’s best estimate of future payments, which it may incur as part of fulfilling its guarantee obligations.

 

 

 

December 31, 2009

 

December 31, 2008

 

($ in millions)

 

Maximum
potential
payments

 

Carrying
amount of
liabilities

 

Maximum
potential
payments

 

Carrying
amount of
liabilities

 

 

 

 

 

 

 

 

 

 

 

Performance guarantees

 

237

 

1

 

413

 

1

 

Financial guarantees

 

91

 

 

95

 

 

Indemnification guarantees

 

282

 

1

 

277

 

6

 

Total

 

610

 

2

 

785

 

7

 

 

Performance guarantees

 

Performance guarantees represent obligations where the Company guarantees the performance of a third party’s product or service according to the terms of a contract. Such guarantees may include guarantees that a project will be completed within a specified time. If the third party does not fulfill the obligation, the Company will compensate the guaranteed party in cash or in kind. Performance guarantees include surety bonds, advance payment guarantees and performance standby letters of credit. The significant performance guarantees are described below.

 

The Company retained obligations for guarantees related to the Power Generation business contributed in mid-1999 to the former ABB Alstom Power NV joint venture (Alstom Power NV). The guarantees primarily consist of performance guarantees, advance payment guarantees and other miscellaneous guarantees under certain contracts such as indemnification for personal injuries and property damages, taxes and compliance with labor laws, environmental laws and patents. The guarantees are related to projects which are expected to be completed by 2013 but in some cases have no definite expiration date. In May 2000, the Company sold its interest in Alstom Power NV to Alstom SA (Alstom). As a result, Alstom and its subsidiaries have primary responsibility for performing the obligations that are the subject of the guarantees. Further, Alstom, the parent company and Alstom Power NV, have undertaken jointly and severally to fully indemnify and hold harmless the Company against any claims arising under such guarantees. Management’s best estimate of the total maximum potential exposure of quantifiable guarantees issued by the Company on behalf of its former Power Generation business was approximately $99 million and $120 million at December 31, 2009 and 2008, respectively. The Company has not experienced any losses related to guarantees issued on behalf of the former Power Generation business.

 

The Company retained obligations for guarantees related to the Upstream Oil and Gas business sold in 2004. The guarantees primarily consist of performance guarantees and have original maturity dates ranging from one to seven years. The maximum amount payable under the guarantees was approximately $98 million and $239 million at December 2009 and 2008, respectively. The Company has the ability to recover potential payments under these guarantees through certain backstop guarantees. The maximum potential recovery under these backstop guarantees was approximately $6 million and $16 million at December 31, 2009 and 2008, respectively.

 

The Company retained obligations for guarantees related to the Building Systems business in Germany sold in 2007. The guarantees primarily consist of performance guarantees and have original maturity dates ranging from one to thirteen years. The maximum amount payable under the guarantees was approximately $38 million and $54 million at December 31, 2009 and 2008, respectively.

 

Financial guarantees

 

Financial guarantees represent irrevocable assurances that the Company will make payment to a beneficiary in the event that a third party fails to fulfill its financial obligations and the beneficiary under the guarantee incurs a loss due to that failure.

 

At December 31, 2009 and 2008, the Company had $91 million and $95 million, respectively, of financial guarantees outstanding. Of each of those amounts, $22 million was issued on behalf of companies in

 

26



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

which the Company currently has or formerly had an equity interest. The guarantees have various maturity dates. The majority of the durations run to 2013, with the longest expiring in 2021.

 

Indemnification guarantees

 

The Company has indemnified certain purchasers of divested businesses for potential claims arising from the operations of the divested businesses. To the extent the maximum loss related to such indemnifications could not be calculated, no amounts have been included under maximum potential payments in the table above. Indemnifications for which maximum losses could not be calculated include indemnifications for legal claims.

 

The Company delivered to the purchasers of Lummus guarantees related to assets and liabilities divested in 2007. The maximum liability at each of December 31, 2009 and 2008, of $50 million, relating to these businesses will reduce over time, pursuant to the sales agreements.

 

The Company delivered to the purchasers of its interest in Jorf Lasfar guarantees related to assets and liabilities divested in 2007. The maximum liability at December 31, 2009 and 2008, of $145 million and $143 million, respectively, relating to this business will reduce over time, pursuant to the sales agreement.

 

The Company delivered to the purchaser of the Reinsurance business guarantees related to assets and liabilities divested in 2004. The maximum liability at December 31, 2009 and 2008, of $87 million and $84 million, respectively, related to this business will reduce over time, pursuant to the sales agreement, and subject to foreign exchange fluctuations.

 

In addition, with respect to the sale of Lummus, the Company retained certain liabilities, including for potential fines and penalties connected with suspect payments made prior to completion of the sale. The Company has disclosed these suspect payments to the SEC and DoJ. The Company believes that an unfavorable outcome is likely and has recorded a provision as discussed in more detail in the “Suspect payment” disclosures section above.

 

Product and order related contingencies

 

The Company calculates its provision for product warranties based on historical claims experience and specific review of certain contracts.

 

The reconciliation of the provision for warranties, including guarantees of product performance, is as follows:

 

($ in millions)

 

2009

 

2008

 

 

 

 

 

 

 

Balance at January 1,

 

1,105

 

1,121

 

Claims paid in cash or in kind

 

(234

)

(173

)

Net increase to provision for changes in estimates, warranties issued and warranties expired

 

365

 

203

 

Exchange rate differences

 

44

 

(46

)

Balance at December 31,

 

1,280

 

1,105

 

 

Note 6. Employee benefits

 

The Company operates pension plans, including defined benefit, defined contribution and termination indemnity plans in accordance with local regulations and practices. These plans cover a large portion of the Company’s employees and provide benefits to employees in the event of death, disability, retirement, or termination of employment. Certain of these plans are multi-employer plans. The Company also operates other postretirement benefit plans in certain countries.

 

Some of these plans require employees to make contributions and enable employees to earn matching or other contributions from the Company. The funding policies of the Company’s plans are consistent with the local government and tax requirements. The Company has several pension plans that are not required to be funded pursuant to local government and tax requirements. The Company uses a December 31 measurement date for its plans.

 

27



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Net periodic benefit cost consisted of the following:

 

 

 

Year end December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

($ in millions)

 

Pension benefits

 

Other benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

154

 

177

 

2

 

2

 

Interest cost

 

432

 

438

 

13

 

13

 

Expected return on plan assets

 

(384

)

(471

)

 

 

Amortization of transition liability

 

 

 

1

 

1

 

Amortization of prior service cost

 

13

 

14

 

(11

)

(11

)

Amortization of net actuarial loss

 

71

 

13

 

6

 

5

 

Curtailments, settlements and special termination benefits

 

2

 

38

 

(8

)

 

Net periodic benefit cost

 

288

 

209

 

3

 

10

 

 

 

 

Three months ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

($ in millions)

 

Pension benefits

 

Other benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

31

 

50

 

1

 

1

 

Interest cost

 

104

 

121

 

3

 

3

 

Expected return on plan assets

 

(89

)

(135

)

 

 

Amortization of transition liability

 

 

 

1

 

1

 

Amortization of prior service cost

 

2

 

6

 

(3

)

(9

)

Amortization of net actuarial loss

 

17

 

12

 

2

 

4

 

Curtailments, settlements and special termination benefits

 

 

11

 

 

 

Net periodic benefit cost

 

65

 

65

 

4

 

 

 

Employer contributions were as follows:

 

 

 

Year ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

($ in millions)

 

Pension benefits

 

Other benefits

 

 

 

 

 

 

 

 

 

 

 

Contributions to pension and other postretirement plans

 

307

 

273

 

13

 

16

 

Discretionary contributions to pension plans

 

49

 

54

 

 

 

 

 

 

Three months ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

($ in millions)

 

Pension benefits

 

Other benefits

 

 

 

 

 

 

 

 

 

 

 

Contributions to pension and other postretirement plans

 

75

 

106

 

3

 

6

 

Discretionary contributions to pension plans

 

33

 

54

 

 

 

 

The Company expects to contribute approximately $270 million and $18 million to its pension benefit plans and other benefit plans, respectively, in 2010.

 

28



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 7. Stockholders’ equity

 

During 2009, a bank holding call options related to management incentive plan launches during 2003 and 2004 which had been issued at fair value and with strike prices of CHF 7.00 and CHF 7.50, respectively, exercised a portion of the calls held. As a result, approximately 1 million shares were issued and there was an increase in capital stock and additional paid-in capital of approximately $7 million.

 

In the fourth quarter of 2009, the Company issued 5.5 million shares from contingent capital stock to its employees in connection with its employee share acquisition plan. This share issuance resulted in an increase in capital stock and additional paid-in capital of $83 million.

 

In February 2008, the Company announced a share-buyback program up to a maximum value of CHF 2.2 billion (equivalent to $2 billion at then-current exchange rates) with the intention of completing the buyback program prior to the Annual General Meeting of Shareholders in 2010 and of proposing the cancellation of the shares at that meeting. Up to December 31, 2008, a total of 22.675 million shares were repurchased under the program at a total cost of CHF 652 million ($619 million, using exchange rates effective at the respective repurchase dates). The repurchased shares are included in “Treasury stock”. In February 2009, the Company stated that given the market uncertainty, the Company was not actively pursuing new purchases under the program. Consequently, no repurchases took place in 2009.

 

As of January 1, 2009, the Company adopted a new accounting standard that changed the accounting for convertible debt instruments that contained cash settlement features. Under the previous accounting standards, such convertible debt, in its entirety, was accounted for on a historic cost basis. This new standard requires the issuer of such instruments to separately account, upon issuance, for the liability and the equity components of the convertible instrument. The liability component is calculated as the fair value of a similar debt instrument that does not have a conversion feature, while the equity component is the difference between the total net proceeds on issuance and the liability component. Consequently on issuance, the carrying amount of the bonds may be less than par and, over the period to maturity of the bonds, this discount on issuance is amortized to interest expense so that interest expense during the life of the bonds reflects the issuer’s borrowing rate for nonconvertible debt.

 

Under the new accounting standard, if an instrument within its scope is derecognized prior to maturity, the settlement consideration (shares, cash or a combination of both) transferred to bondholders is calculated and allocated to the liability component and equity component of the debt as follows:

 

·      The amount of the consideration allocated to the liability component is the fair value, immediately prior to extinguishment, of a similar debt instrument that does not have a conversion feature. Any difference between this amount and the sum of the carrying amount of the liability and the unamortized issuance costs, is recognized in the income statement as a gain (loss) on debt extinguishment.

 

·      The remaining settlement consideration is allocated to the reacquisition of the equity component and recognized as a reduction in stockholders’ equity.

 

At December 31, 2009 and 2008, the Company did not have any convertible debt instruments outstanding. However, the Company adopted the provisions of the new standard on a retroactive basis to January 1, 2007, as they related to the Company’s 1 billion Swiss francs 3.5% Convertible Bonds (issued in 2003 and due 2010) fully converted by bondholders in 2007. Separately accounting for the equity component on issuance resulted in a discount on issuance of the bonds and subsequent accretion to par over the original life of the bonds. The total impact on the Company’s 2007 Consolidated Income Statement was a loss of $146 million. Consequently, as of January 1, 2008, retained earnings were reduced by $146 million and there was a corresponding increase in “Capital stock and additional paid-in capital”, with total stockholders’ equity remaining unchanged.

 

29



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 8. Operating segment data

 

The Chief Operating Decision Maker (CODM) is the Company’s Executive Committee. The CODM allocates resources to, and assesses the performance of, each operating segment using the information outlined below. The Company’s operating segments consist of Power Products, Power Systems, Automation Products, Process Automation and Robotics. The remaining operations of the Company are included in Corporate and Other.

 

·      Power Products manufactures and sells high- and medium-voltage switchgear and apparatus, circuit breakers for all current and voltage levels, power and distribution transformers and sensors for electric, gas and water utilities and for industrial and commercial customers.

 

·      Power Systems designs, installs and upgrades high-efficiency transmission and distribution systems and power plant automation and electrification solutions, including monitoring and control products and services and incorporating components manufactured by both the Company and by third parties.

 

·      Automation Products produces low-voltage switchgear, breakers, switches, control products, DIN-rail components, enclosures, wiring accessories, instrumentation, drives, motors, generators, power electronics systems and services related to these products that help customers to increase productivity, save energy and increase safety.

 

·      Process Automation develops and sells control, plant optimization, automation products and solutions, industry specific application knowledge and services for the oil, gas and petrochemicals, metals and minerals, marine and turbocharging, pulp and paper, and utility automation industries.

 

·      Robotics offers robot products, systems and service for the automotive and other manufacturing industries.

 

·      Corporate and Other includes headquarters, central research and development, the Company’s real estate activities, Group treasury operations and other minor activities.

 

The Company evaluates the performance of its segments based on earnings before interest and taxes, which excludes interest and dividend income, interest and other finance expense, provision for taxes and income (loss) from discontinued operations, net of tax. The Company presents segment revenues, earnings before interest and taxes, and total assets. The Company accounts for intersegment sales and transfers as if the sales and transfers were to third parties, at current market prices.

 

The following tables summarize the information for each segment:

 

 

 

Year ended December 31, 2009

 

December 31, 2009

 

($ in millions)

 

Third party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Earnings
before
interest and
taxes
(1)

 

Total assets(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Power Products

 

9,370

 

1,869

 

11,239

 

1,969

 

6,918

 

Power Systems

 

6,356

 

193

 

6,549

 

388

 

4,617

 

Automation Products

 

7,897

 

1,033

 

8,930

 

1,330

 

5,768

 

Process Automation

 

7,150

 

197

 

7,347

 

685

 

4,336

 

Robotics

 

959

 

11

 

970

 

(296

)

568

 

Corporate and Other

 

63

 

1,504

 

1,567

 

50

 

12,521

 

Intersegment elimination

 

 

(4,807

)

(4,807

)

 

 

Consolidated

 

31,795

 

 

31,795

 

4,126

 

34,728

 

 

30



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Year ended December 31, 2008

 

December 31, 2008

 

($ in millions)

 

Third party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Earnings
before
interest and
taxes
(1)

 

Total assets(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Power Products

 

9,866

 

2,024

 

11,890

 

2,100

 

7,136

 

Power Systems

 

6,673

 

239

 

6,912

 

592

 

4,402

 

Automation Products

 

9,100

 

1,150

 

10,250

 

1,908

 

5,782

 

Process Automation

 

7,574

 

241

 

7,815

 

926

 

4,384

 

Robotics

 

1,612

 

30

 

1,642

 

9

 

910

 

Corporate and Other

 

87

 

1,606

 

1,693

 

(983

)

10,397

 

Intersegment elimination

 

 

(5,290

)

(5,290

)

 

 

Consolidated

 

34,912

 

 

34,912

 

4,552

 

33,011

 

 


(1) Earnings before interest and taxes, and total assets are after intersegment eliminations.

 

 

 

Three months ended December 31, 2009

 

($ in millions)

 

Third party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Earnings
before
interest and
taxes
(1)

 

 

 

 

 

 

 

 

 

 

 

Power Products

 

2,608

 

501

 

3,109

 

495

 

Power Systems

 

1,853

 

55

 

1,908

 

66

 

Automation Products

 

2,197

 

251

 

2,448

 

351

 

Process Automation

 

1,854

 

54

 

1,908

 

199

 

Robotics

 

233

 

(2

)

231

 

(188

)

Corporate and Other

 

16

 

375

 

391

 

(125

)

Intersegment elimination

 

 

(1,234

)

(1,234

)

 

Consolidated

 

8,761

 

 

8,761

 

798

 

 

 

 

Three months ended December 31, 2008

 

($ in millions)

 

Third party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Earnings
before
interest and
taxes
(1)

 

 

 

 

 

 

 

 

 

 

 

Power Products

 

2,694

 

514

 

3,208

 

444

 

Power Systems

 

1,842

 

60

 

1,902

 

181

 

Automation Products

 

2,165

 

319

 

2,484

 

422

 

Process Automation

 

2,031

 

57

 

2,088

 

240

 

Robotics

 

394

 

13

 

407

 

(73

)

Corporate and Other

 

14

 

394

 

408

 

(755

)

Intersegment elimination

 

 

(1,357

)

(1,357

)

 

Consolidated

 

9,140

 

 

9,140

 

459

 

 


(1) Earnings before interest and taxes are after intersegment eliminations.

 

The Company does not segregate revenues derived from transactions with external customers for each type or group of products and services. Accordingly, it is not practicable for the Company to present revenues from external customers by product and service type.

 

2010 Realignment of automation segments

 

In November 2009, the Company announced a reorganization of its automation segments to align their activities more closely with those of its customers.

 

Effective January 1, 2010, the businesses previously in the Automation Products and Robotics segments have been regrouped into two new segments — the Discrete Automation and Motion segment, and the Low Voltage Products segment. The Process Automation segment remains unchanged except for the addition of the instrumentation business from the previous Automation Products segment.

 

31



 

October - December 2009 – Q4

 

ABB Ltd announces that the following members of the Executive Committee or Board of Directors of ABB have purchased, sold or been granted ABB’s registered shares, warrants and warrant appreciation rights, in the following amounts:

 

Name

 

Date

 

Description

 

Purchased or Granted

 

Sold

 

Price

 

Michel Demaré*

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Diane de Saint Victor*

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Anders Jonsson*

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Anders Jonsson**

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Bernhard Jucker*

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Peter Leupp*

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Tom Sjökvist*

 

16.11.2009

 

Shares

 

650

 

 

 

CHF

15.30

 

Veli-Matti Reinikkala*

 

16.11.2009

 

Shares

 

700

 

 

 

USD

12.98

 

Hubertus von Grünberg ***

 

18.11.2009

 

Shares

 

9,985

 

 

 

CHF

21.04

 

Jacob Wallenberg ***

 

18.11.2009

 

Shares

 

2,475

 

 

 

CHF

21.04

 

Hans-Ulrich Märki ***

 

18.11.2009

 

Shares

 

9,064

 

 

 

CHF

21.04

 

Roger Agnelli ***

 

18.11.2009

 

Shares

 

2,475

 

 

 

CHF

21.04

 

Michel de Rosen***

 

18.11.2009

 

Shares

 

4,951

 

 

 

CHF

21.04

 

Bernd W. Voss ***

 

18.11.2009

 

Shares

 

3,336

 

 

 

CHF

21.04

 

Michael Treschow ***

 

18.11.2009

 

Shares

 

2,505

 

 

 

CHF

21.04

 

Louis R. Hughes ***

 

18.11.2009

 

Shares

 

2,475

 

 

 

CHF

21.04

 

 


Key:

 

*

Shares were purchased under the ABB Employee Share Acquisition Plan (ESAP)

**

Transaction by Ulla Jonsson, spouse of Anders Jonsson

***

Shares were granted as part of the ABB Ltd Director’s compensation

 

32



 

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.

 

 

 

ABB LTD

 

 

 

Date: February 19, 2010

By:

/s/ Michel Gerber

 

Name:

Michel Gerber

 

Title:

Group Senior Vice President and Head
of Investor Relations

 

 

 

 

By:

/s/ Richard A. Brown

 

Name:

Richard A. Brown

 

Title:

Group Senior Vice President and
Chief Counsel Corporate & Finance

 

33