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 April 2012

 

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 April 25, 2012.

2.     Agenda and Resolutions from the ABB Ltd General Meeting of Shareholders held on April 26, 2012.

3.     Press release issued by ABB Ltd dated April 26, 2012.

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

 

The information provided by Item 1 above is deemed filed for all purposes under the Securities Exchange Act of 1934.

 

2



 

Press Release

 

 

Top-line growth in a challenging environment

 

·                  Orders up 2%(1) (unchanged organic(2)), revenues up 8% (6% organic) vs Q1 2011

·                  Order backlog at a near-record $29.9 billion

·                  Operational EBITDA(3) 7% lower on negative mix and pricing

·                  Net income up 5%

 

Zurich, Switzerland, April 25, 2012 — ABB reported higher orders and revenues in the first quarter of 2012, led by growth in North America. Operational EBITDA declined 7 percent compared to the same quarter a year earlier while net income was up 5 percent.

 

Orders were 2 percent above the very high levels in the first quarter of 2011, driven mainly by utility investments in power distribution and industrial demand for automation solutions that increase productivity. Order growth mirrored regional economic trends and was weakest in China and southern Europe. Service orders were up 9 percent and represented 20 percent of total orders, reflecting progress in implementing the service growth strategy.

 

Revenues increased in all divisions and were 8 percent higher than the same quarter a year earlier, led by 21-percent growth in Discrete Automation and Motion (15 percent organic) and 9 percent in Power Products. Revenues were also supported by the strong order backlog, which continued to grow in the first quarter and is now at a near-record $29.9 billion. Service revenues grew 12 percent.

 

Operational EBITDA was $1.2 billion with an operational EBITDA margin of 13.9 percent, down 1.8 percentage points versus Q1 2011 on continuing mix and price pressure that were partly offset by positive volume impacts and cost savings of approximately $260 million.

 

“ABB once again demonstrated its resilience, with good growth despite the tough comparison with a great first quarter last year and continued macroeconomic uncertainty in many markets,” said ABB Chief Executive Officer Joe Hogan. “Our diverse business and geographic scope and growing service business helped mitigate that uncertainty, while our strong order backlog supported revenues.

 

“As we guided after Q4, there was continued price pressure on revenues coming out of the order backlog and mix effects that impacted profitability, but we could mitigate most of that through cost savings,” Hogan said. “We saw improved profitability in several businesses compared to the end of last year, and we intend to build on that momentum to tap the many opportunities we see for profitable growth over the rest of the year.”

 

Q1 2012 key figures

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

10’368

 

10’357

 

0

%

2

%

Order backlog (end March)

 

29’910

 

29’265

 

2

%

6

%

Revenues

 

8’907

 

8’402

 

6

%

8

%

EBIT

 

1’048

 

1’013

 

3

%

 

 

as % of revenues

 

11.8

%

12.1

%

 

 

 

 

Operational EBITDA(3)

 

1’228

 

1’319

 

-7

%

 

 

as % of operational revenues(3)

 

13.9

%

15.7

%

 

 

 

 

Net income attributable to ABB

 

685

 

655

 

5

%

 

 

Basic net income per share ($)

 

0.30

 

0.29

 

 

 

 

 

Cash flow from operating activities

 

(22

)

236

 

 

 

 

 

 


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

(2)  Organic changes exclude the acquisition of Baldor at the end of January, 2011

(3)  See reconciliation of operational EBITDA in Note 13 to the Interim Consolidated Financial Information (unaudited)

 

3



 

Summary of Q1 2012 results

 

Orders received and revenues

 

Orders grew modestly in the first quarter compared to a strong first quarter in 2011 in a demand environment that varied widely by business and region.

 

Power Products orders increased 11 percent, driven largely by demand from the power distribution and industrial sectors, while orders were 3 percent higher in Power Systems on continued demand from both utility and process industry customers. Macroeconomic uncertainty, mainly in Europe, continues to impact the timing of large project investments in the power transmission sector.

 

Orders in the Discrete Automation and Motion division grew 15 percent (9 percent organic) compared to the same quarter in 2011 and were up in all regions, fuelled by customer needs to increase industrial productivity and a strong contribution from Baldor. Low Voltage Products orders declined 3 percent, reflecting this business’s exposure to weak short-term economic cycles in several key country markets. Process Automation orders were steady versus a strong first quarter in 2011. Demand growth in sectors like oil and gas, mining and marine remained resilient at high levels.

 

Regionally, orders rose 27 percent in the Americas (23 percent organic), including orders for a mining development in South America and power quality equipment in the U.S. Orders were also slightly higher in the Middle East and Africa and flat in Europe versus a strong first quarter in 2011. European orders were mixed, with robust demand in northern and central European offset by weakness in the Mediterranean region, especially Italy. Orders declined in Asia, mainly China. This was partly a reflection of several large power orders with a total value of more than $300 million in the prior-year period, and partly of weaker demand in key end markets, such as construction and transportation.

 

Base orders (below $15 million) rose 4 percent (2 percent organic) in the quarter compared to the same quarter a year ago. Large orders (above $15 million) decreased 11 percent and represented 14 percent of the total orders in the quarter, compared to 16 percent in the year-earlier period.

 

For the Group, service orders grew by 9 percent in the quarter and comprised 20 percent of total orders, a slight increase compared to the same period a year ago.

 

The order backlog at the end of March was $29.9 billion, a local-currency increase of 6 percent compared with both the end of the first quarter in 2011 and the end of the fourth quarter of 2011.

 

Revenues grew in all divisions, supported in large part by execution of the order backlog. Organic revenue growth was 6 percent. Service revenues grew 12 percent and represented 17 percent of total revenues compared to 16 percent in the year-earlier period.

 

Earnings and net income

 

The decrease in operational EBITDA and operational EBITDA margin in the first quarter was due to the delivery of lower-margin products and projects out of the order backlog—reflecting mainly the weak pricing environment in power—and the lower share of sales from early-cycle products that typically carry higher margins, especially in some large markets in Asia and Europe. More than half of the Group’s profitability decline versus the first quarter of 2011 was attributable to the challenging demand environment in China, especially in the construction and transportation sectors.

 

As part of the company’s ongoing cost management initiative, savings of approximately $260 million were achieved in the quarter, of which about 60 percent were derived from optimized sourcing, approximately 35 percent from productivity and quality improvements, and the remainder from

 

4



 

measures to adjust ABB’s global manufacturing and engineering footprint to shifts in customer demand. Costs associated with the program in the first quarter were approximately $20 million.

 

Net income for the quarter increased 5 percent to $685 million. Basic earnings per share were $0.30.

 

Balance sheet and cash flow

 

In January 2012, ABB Ltd issued a CHF 350-million six-year bond. In March, a subsidiary of ABB Ltd issued a €1.25 billion seven-year bond. This bond was guaranteed by ABB Ltd, which also intends to guarantee the two U.S.-dollar bonds issued last year by a U.S. subsidiary with the benefit of a keep-well agreement.

 

As a result, total debt amounted to $6.2 billion at the end of March 2012 compared to $4.0 billion at the end of 2011.

 

Net cash at the end of the first quarter was $1.4 billion compared with $1.8 billion at the end of 2011. Cash out from operations amounted to about $20 million, mainly the result of an increase in net working capital and higher tax payments pertaining to the previous year’s income.

 

Acquisitions

 

ABB announced in January 2012 an agreed offer to acquire U.S. low-voltage equipment manufacturer Thomas & Betts for a total cash consideration of $3.9 billion. The transaction is expected to be closed in the second quarter of 2012, pending approval of the deal by Thomas & Betts shareholders and customary regulatory approvals.

 

In accordance with the terms of the $4-billion bridge financing arranged for the planned acquisition, the bond issued in March 2012 reduced the available commitments under the bridge financing to about $3.9 billion. The company intends to make a voluntary cancellation to further reduce the commitments to $2 billion.

 

Management changes

 

In April 2012, ABB announced the appointment of Prith Banerjee to ABB’s Executive Committee (EC) as Chief Technology Officer, starting midyear 2012. As previously communicated, Greg Scheu will join ABB’s EC as head of Marketing and Customer Solutions effective May 1, 2012.

 

Outlook

 

The long-term outlook for ABB remains positive, with utilities continuing to invest in grid upgrades and industries spending more on automation solutions to increase energy efficiency and productivity.

 

The macroeconomic volatility seen in late 2011 is continuing and makes short-term forecasts more challenging. There are clearer signs of recovery in the North American economy since the fourth quarter of 2011, but uncertainty around government budget deficits in Europe remains high, which weighs on demand in markets like Italy and Spain. Emerging markets continue to outgrow mature markets overall, but demand in certain sectors that are important for ABB, such as construction and transportation in China, remains at low levels and it is unclear when this demand will recover.

 

Against this background, management expects revenues in most of its early-cycle businesses to remain steady or to grow at low single-digit rates compared to 2011 levels until confidence in the macroeconomic outlook improves. Revenues in mid- to later-cycle businesses with strong order backlogs and exposure to sectors with continuing good demand, such as oil and gas, minerals, power distribution and discrete automation, are expected to continue to grow. The company’s exposure to faster-growing emerging markets is also expected to support growth, while the businesses in North

 

5



 

America and north and central Europe should benefit from the ongoing positive economic developments in those regions.

 

Price pressure is expected to continue in parts of the power business, in line with the company’s previous guidance, but ABB aims to offset this with ongoing cost and productivity improvements. The continuation of the unfavorable mix seen in recent quarters will depend mainly on economic developments in China, as well as in southern Europe. However, management believes that overall demand will provide ample opportunities for profitable growth in 2012 and confirms its longer-term Group and divisional targets.

 

Divisional performance

 

Power Products

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

3’117

 

2’860

 

9

%

11

%

Order backlog (end March)

 

8’859

 

8’850

 

0

%

3

%

Revenues

 

2’513

 

2’327

 

8

%

9

%

EBIT

 

323

 

350

 

-8

%

 

 

as % of revenues

 

12.9

%

15.0

%

 

 

 

 

Operational EBITDA

 

363

 

404

 

-10

%

 

 

as % of operational revenues

 

14.5

%

17.3

%

 

 

 

 

Cash flow from operating activities

 

123

 

160

 

-23

%

 

 

 

Orders increased across all business units compared to a strong first quarter in 2011. Growth was driven primarily by demand from the power distribution and industrial sectors. This was supported by a selective approach to projects in power transmission, where uncertainty continues to impact the timing of capital investments by utilities. Orders were higher in the Americas and the Middle East and Africa but declined in southern Europe on ongoing economic challenges. Orders in China were impacted by the weak rail, nuclear and real-estate sectors.

 

Revenues saw continued growth in all business units driven by the order backlog and higher service volumes.

 

The lower operational EBITDA and operational EBITDA margin for the quarter resulted mainly from the execution of lower margin orders from the backlog, reflecting the pricing environment. Margins were also affected by a less favorable product mix. Cost savings from ongoing sourcing initiatives, operational improvements and footprint efforts partially compensated the margin pressure.

 

Power Systems

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

1’958

 

1’937

 

1

%

3

%

Order backlog (end March)

 

12’115

 

11’498

 

5

%

10

%

Revenues

 

1’807

 

1’833

 

-1

%

1

%

EBIT

 

88

 

105

 

-16

%

 

 

as % of revenues

 

4.9

%

5.7

%

 

 

 

 

Operational EBITDA

 

117

 

132

 

-11

%

 

 

as % of operational revenues

 

6.6

%

7.3

%

 

 

 

 

Cash flow from operating activities

 

(48

)

(49

)

2

%

 

 

 

An increase in large orders supported by a number of substation projects and an HVDC contract in the U.S. resulted in higher order intake than in the first quarter of 2011. Regionally, orders increased

 

6



 

in the Americas and the Middle East and Africa, mainly from grid upgrades. Asia and Europe saw lower activity due to market uncertainty which impacted the timing of utility investments.

 

Revenues were stable, reflecting the execution of projects from the order backlog.

 

Operational EBITDA and operational EBITDA margin in the first quarter declined mainly as a result of higher R&D spending and execution of lower margin orders from the backlog. Cost savings largely offset this impact.

 

Discrete Automation & Motion

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

2’678

 

2’344

 

14

%

15

%

Order backlog (end March)

 

4’675

 

4’117

 

14

%

16

%

Revenues

 

2’242

 

1’880

 

19

%

21

%

EBIT

 

354

 

225

 

57

%

 

 

as % of revenues

 

15.8

%

12.0

%

 

 

 

 

Operational EBITDA

 

417

 

378

 

10

%

 

 

as % of operational revenues

 

18.6

%

20.1

%

 

 

 

 

Cash flow from operating activities

 

103

 

104

 

-1

%

 

 

 

Orders were steady to higher across all businesses compared to the same quarter in 2011, and increased in all regions. The improvement was driven by demand for industrial products to increase energy efficiency and productivity—such as industrial motors and robots—mainly in North America and emerging markets. Order growth reached a double-digit pace in Europe. Orders excluding Baldor, which was consolidated from the end of January 2011, grew approximately 9 percent in local currencies compared with the same period a year ago.

 

Strong revenue growth in the quarter mainly reflects execution of the strong order backlog in robotics, motors and generators, and power electronics.

 

Operational EBITDA increased on higher revenues and the contribution from Baldor. Operational EBITDA margin declined compared to first quarter 2011 due to less favorable product and business mix and continued high investments in business development, sales, and R&D.

 

Low Voltage Products

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

1’337

 

1’409

 

-5

%

-3

%

Order backlog (end March)

 

1’049

 

1’108

 

-5

%

-3

%

Revenues

 

1’192

 

1’195

 

0

%

2

%

EBIT

 

180

 

235

 

-23

%

 

 

as % of revenues

 

15.1

%

19.7

%

 

 

 

 

Operational EBITDA

 

197

 

262

 

-25

%

 

 

as % of operational revenues

 

16.6

%

21.9

%

 

 

 

 

Cash flow from operating activities

 

45

 

14

 

221

%

 

 

 

Orders declined compared to a near-record first quarter in 2011 on weaker demand in industrial and construction sectors in several of ABB’s largest markets, such as China and Italy. Orders improved in northern Europe, Asia excluding China, and the Americas. Orders in most product businesses decreased but continued to grow at a double-digit pace (up 29 percent in the quarter) in the low-voltage systems business which produces large electrical panels used in a variety of industrial applications. Service orders grew at a high single-digit pace.

 

7



 

Revenues increased, reflecting execution of the strong order backlog in the low-voltage systems business, which more than compensated for lower revenues in the product businesses.

 

Operational EBITDA and operational EBITDA margin both declined in the quarter as a result of the lower share of product revenues as a proportion of total revenues, and from lower volumes, especially in China.

 

Process Automation

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

2’540

 

2’606

 

-3

%

-1

%

Order backlog (end March)

 

6’483

 

6’447

 

1

%

4

%

Revenues

 

1’970

 

1’900

 

4

%

6

%

EBIT

 

234

 

251

 

-7

%

 

 

as % of revenues

 

11.9

%

13.2

%

 

 

 

 

Operational EBITDA

 

243

 

246

 

-1

%

 

 

as % of operational revenues

 

12.4

%

13.0

%

 

 

 

 

Cash flow from operating activities

 

(18

)

77

 

n.a.

 

 

 

 

Orders were steady compared to the very high levels of the previous year on an increase in customer spending in the oil and gas, mining and marine sectors, plus strong demand for lifecycle services and measurement products. This was offset by a decline in total service orders as ABB continued to refocus its full service portfolio.

 

Regionally, growth was led by South America on higher customer investments in minerals and oil and gas, followed by Europe where demand increased in the marine and minerals sectors. Orders decreased slightly in Asia as growth in China was offset by lower orders in India and the timing of large order awards compared to the year-earlier period. The Middle East and Africa was lower compared to the strong first quarter in 2011 that included a $150-million oil and gas order in Africa.

 

The revenue increase was driven by the execution of the strong order backlog, mainly in the systems businesses, as well as higher sales of products and lifecycle services.

 

The lower operational EBITDA and operational EBITDA margin reflects a higher share of lower margin systems orders executed out of the backlog, as well as the impact of the strong Swiss franc on the turbocharging business.

 

8



 

More information

 

The 2012 Q1 results press release is available from April 25, 2012, on the ABB News Center at www.abb.com/news and on the Investor Relations homepage at www.abb.com/investorrelations, where a presentation for investors will also be published.

 

A video from Chief Executive Officer Joe Hogan on ABB’s first-quarter 2012 results will be available at 06:30 am today at www.youtube.com/abb.

 

ABB will host a media call starting at 12:00 noon Central European Time (CET). U.K. callers should dial +44 203 059 58 62. From Sweden, +46 8 5051 00 31, and from the rest of Europe, +41 91 610 56 00. Lines will be open 15 minutes before the conference starts. Playback of the call will start 1 hour after the call ends and will be available for 24 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 15871, followed by the # key. The recorded session will also be available as a podcast 1 hour after the end of the call and can be downloaded from www.abb.com/news.

 

A conference call for analysts and investors is scheduled to begin today at 2:00 p.m. CET (1:00 p.m. in the UK, 8:00 a.m. EDT). Callers should dial +1 866 291 4166 from the U.S./Canada (toll-free), +44 203 059 5862 from the U.K., or +41 91 610 56 00 from the rest of the world. Callers are requested to phone in 15 minutes before the start of the call. The recorded session will be available as a podcast one hour after the end of the conference call and can be downloaded from our website. You will find the link to access the podcast at www.abb.com.

 

Investor calendar 2012

 

 

Annual General Meeting, Zurich, Switzerland

 

April 26, 2012

Annual Information Meeting, Västerås, Sweden

 

April 27, 2012

Second-quarter 2012 results

 

July 26, 2012

Capital Markets Day 2012, London, UK

 

September 12, 2012

Third-quarter 2012 results

 

October 25, 2012

 

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 135,000 people.

 

Zurich, April 25, 2012

Joe Hogan, CEO

 

Important notice about forward-looking information

 

This press release includes forward-looking information and statements 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,” “intends” 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 associated with the volatile global economic environment and political conditions, costs associated with compliance activities, raw materials availability and 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, Antonio Ligi

Switzerland: Tel. +41 43 317 7111

Affolternstrasse 44

(Zurich, Switzerland)

USA: Tel. +1 203 750 7743

CH-8050 Zurich, Switzerland

Tel: +41 43 317 6568

investor.relations@ch.abb.com

 

Fax: +41 43 317 7958

 

 

media.relations@ch.abb.com

 

 

 

9



 

ABB first-quarter (Q1) 2012 key figures

 

 

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Orders

 

Group

 

10’368

 

10’357

 

0

%

2

%

 

 

Power Products

 

3’117

 

2’860

 

9

%

11

%

 

 

Power Systems

 

1’958

 

1’937

 

1

%

3

%

 

 

Discrete Automation & Motion

 

2’678

 

2’344

 

14

%

15

%

 

 

Low Voltage Products

 

1’337

 

1’409

 

-5

%

-3

%

 

 

Process Automation

 

2’540

 

2’606

 

-3

%

-1

%

 

 

Corporate and other (inter-division eliminations)

 

(1’262

)

(799

)

 

 

 

 

Revenues

 

Group

 

8’907

 

8’402

 

6

%

8

%

 

 

Power Products

 

2’513

 

2’327

 

8

%

9

%

 

 

Power Systems

 

1’807

 

1’833

 

-1

%

1

%

 

 

Discrete Automation & Motion

 

2’242

 

1’880

 

19

%

21

%

 

 

Low Voltage Products

 

1’192

 

1’195

 

0

%

2

%

 

 

Process Automation

 

1’970

 

1’900

 

4

%

6

%

 

 

Corporate and other (inter-division eliminations)

 

(817

)

(733

)

 

 

 

 

EBIT

 

Group

 

1’048

 

1’013

 

3

%

 

 

 

 

Power Products

 

323

 

350

 

-8

%

 

 

 

 

Power Systems

 

88

 

105

 

-16

%

 

 

 

 

Discrete Automation & Motion

 

354

 

225

 

57

%

 

 

 

 

Low Voltage Products

 

180

 

235

 

-23

%

 

 

 

 

Process Automation

 

234

 

251

 

-7

%

 

 

 

 

Corporate and other (inter-division eliminations)

 

(131

)

(153

)

 

 

 

 

EBIT %

 

Group

 

11.8

%

12.1

%

 

 

 

 

 

 

Power Products

 

12.9

%

15.0

%

 

 

 

 

 

 

Power Systems

 

4.9

%

5.7

%

 

 

 

 

 

 

Discrete Automation & Motion

 

15.8

%

12.0

%

 

 

 

 

 

 

Low Voltage Products

 

15.1

%

19.7

%

 

 

 

 

 

 

Process Automation

 

11.9

%

13.2

%

 

 

 

 

Operational EBITDA*

 

Group

 

1’228

 

1’319

 

-7

%

 

 

 

 

Power Products

 

363

 

404

 

-10

%

 

 

 

 

Power Systems

 

117

 

132

 

-11

%

 

 

 

 

Discrete Automation & Motion

 

417

 

378

 

10

%

 

 

 

 

Low Voltage Products

 

197

 

262

 

-25

%

 

 

 

 

Process Automation

 

243

 

246

 

-1

%

 

 

Operational EBITDA %

 

Group

 

13.9

%

15.7

%

 

 

 

 

 

 

Power Products

 

14.5

%

17.3

%

 

 

 

 

 

 

Power Systems

 

6.6

%

7.3

%

 

 

 

 

 

 

Discrete Automation & Motion

 

18.6

%

20.1

%

 

 

 

 

 

 

Low Voltage Products

 

16.6

%

21.9

%

 

 

 

 

 

 

Process Automation

 

12.4

%

13.0

%

 

 

 

 

 


* See reconciliation of operational EBITDA in Note 13 to the Interim Consolidated Financial Information (unaudited)

 

10



 

ABB Q1 2012 orders received and revenues by region

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

$ millions

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Q1 12

 

Q1 11

 

US$

 

Local

 

Europe

 

3’894

 

4’090

 

-5

%

-1

%

3’386

 

3’291

 

3

%

6

%

Americas

 

2’695

 

2’164

 

25

%

27

%

2’326

 

2’008

 

16

%

17

%

Asia

 

2’766

 

3’097

 

-11

%

-11

%

2’323

 

2’113

 

10

%

10

%

Middle East and Africa

 

1’013

 

1’006

 

1

%

2

%

872

 

990

 

-12

%

-10

%

Group total

 

10’368

 

10’357

 

0

%

2

%

8’907

 

8’402

 

6

%

8

%

 

Operational EBITDA 01 2012 vs 01 2011

 

 

 

ABB

 

Power
Products

 

Power
Systems

 

Discrete Automation
& Motion

 

Low Voltage
Products

 

Process Automation

 

 

 

Q1 12

 

Q1 11

 

Q1 12

 

Q1 11

 

Q1 12

 

Q1 11

 

Q1 12

 

Q1 11

 

Q1 12

 

Q1 11

 

Q1 12

 

Q1 11

 

Operational revenues

 

8’844

 

8’387

 

2’497

 

2’340

 

1’780

 

1’818

 

2’240

 

1’881

 

1’186

 

1’194

 

1’960

 

1’888

 

FX/commodity timing differences on Revenues

 

63

 

15

 

16

 

(13

)

27

 

15

 

2

 

(1

)

6

 

1

 

10

 

12

 

Revenues (as per Financial Statements)

 

8’907

 

8’402

 

2’513

 

2’327

 

1’807

 

1’833

 

2’242

 

1’880

 

1’192

 

1’195

 

1’970

 

1’900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

1’228

 

1’319

 

363

 

404

 

117

 

132

 

417

 

378

 

197

 

262

 

243

 

246

 

Depreciation

 

(166

)

(152

)

(42

)

(41

)

(16

)

(14

)

(33

)

(28

)

(26

)

(25

)

(16

)

(15

)

Amortization

 

(87

)

(79

)

(10

)

(6

)

(25

)

(16

)

(28

)

(35

)

(2

)

(2

)

(4

)

(5

)

Acquisition-related expenses and certain non-operational items

 

19

 

(92

)

 

 

 

 

(4

)

(92

)

(3

)

 

 

 

FX/commodity timing differences on EBIT

 

71

 

18

 

25

 

(9

)

14

 

8

 

3

 

2

 

14

 

 

11

 

23

 

Restructuring-related costs

 

(17

)

(1

)

(13

)

2

 

(2

)

(5

)

(1

)

 

 

 

 

2

 

EBIT (as per Financial Statements)

 

1’048

 

1’013

 

323

 

350

 

88

 

105

 

354

 

225

 

180

 

235

 

234

 

251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

13.9

%

15.7

%

14.5

%

17.3

%

6.6

%

7.3

%

18.6

%

20.1

%

16.6

%

21.9

%

12.4

%

13.0

%

 

Reconciliation of non-GAAP measures

 

 

 

Mar. 31,

 

Dec. 31,

 

($ in millions)

 

2012

 

2011

 

Net Cash
(= Cash and equivalents plus marketable securities and short-term investments, less total debt)

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

5’751

 

4’819

 

Marketable securities and short-term investments

 

1’837

 

948

 

Cash and marketable securities

 

7’588

 

5’767

 

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

 

812

 

765

 

Long-term debt

 

5’364

 

3’231

 

Total debt

 

6’176

 

3’996

 

Net Cash

 

1’412

 

1’771

 

 

11



 

ABB Ltd Interim Consolidated Income Statements (unaudited)

 

 

 

Three months ended

 

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

 

Mar. 31, 2012

 

Mar. 31, 2011

 

 

 

 

 

 

 

Sales of products

 

7,423

 

7,053

 

Sales of services

 

1,484

 

1,349

 

Total revenues

 

8,907

 

8,402

 

Cost of products

 

(5,263

)

(4,973

)

Cost of services

 

(954

)

(856

)

Total cost of sales

 

(6,217

)

(5,829

)

Gross profit

 

2,690

 

2,573

 

Selling, general and administrative expenses

 

(1,322

)

(1,263

)

Non-order related research and development expenses

 

(346

)

(306

)

Other income (expense), net

 

26

 

9

 

Earnings before interest and taxes

 

1,048

 

1,013

 

Interest and dividend income

 

19

 

18

 

Interest and other finance expense

 

(57

)

(51

)

Income before taxes

 

1,010

 

980

 

Provision for taxes

 

(298

)

(284

)

Net income

 

712

 

696

 

Net income attributable to noncontrolling interests

 

(27

)

(41

)

Net income attributable to ABB

 

685

 

655

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Net income

 

685

 

655

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

Net income

 

0.30

 

0.29

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

Net income

 

0.30

 

0.29

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions) used to compute:

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders

 

2,292

 

2,284

 

Diluted earnings per share attributable to ABB shareholders

 

2,294

 

2,289

 

 

See Notes to the Interim Consolidated Financial Information

 

12



 

ABB Ltd Interim Condensed Consolidated Statements of Comprehensive Income (unaudited)

 

 

 

Three months ended

 

($ in millions) 

 

Mar. 31, 2012

 

Mar. 31, 2011

 

 

 

 

 

 

 

Total comprehensive income, net of tax

 

1,142

 

1,125

 

Total comprehensive income attributable to noncontrolling interests, net of tax

 

(35

)

(44

)

Total comprehensive income attributable to ABB shareholders, net of tax

 

1,107

 

1,081

 

 

See Notes to the Interim Consolidated Financial Information

 

13



 

ABB Ltd Interim Consolidated Balance Sheets (unaudited)

 

($ in millions, except share data)

 

Mar. 31, 2012

 

Dec. 31, 2011

 

 

 

 

 

 

 

Cash and equivalents

 

5,751

 

4,819

 

Marketable securities and short-term investments

 

1,837

 

948

 

Receivables, net

 

11,157

 

10,773

 

Inventories, net

 

6,356

 

5,737

 

Prepaid expenses

 

288

 

227

 

Deferred taxes

 

951

 

932

 

Other current assets

 

420

 

351

 

Total current assets

 

26,760

 

23,787

 

 

 

 

 

 

 

Property, plant and equipment, net

 

5,121

 

4,922

 

Goodwill

 

7,424

 

7,269

 

Other intangible assets, net

 

2,247

 

2,253

 

Prepaid pension and other employee benefits

 

147

 

139

 

Investments in equity-accounted companies

 

254

 

156

 

Deferred taxes

 

296

 

318

 

Other non-current assets

 

759

 

804

 

Total assets

 

43,008

 

39,648

 

 

 

 

 

 

 

Accounts payable, trade

 

4,738

 

4,789

 

Billings in excess of sales

 

1,999

 

1,819

 

Employee and other payables

 

1,430

 

1,361

 

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

 

812

 

765

 

Advances from customers

 

1,905

 

1,757

 

Deferred taxes

 

318

 

305

 

Provisions for warranties

 

1,342

 

1,324

 

Provisions and other current liabilities

 

2,276

 

2,619

 

Accrued expenses

 

1,722

 

1,822

 

Total current liabilities

 

16,542

 

16,561

 

 

 

 

 

 

 

Long-term debt

 

5,364

 

3,231

 

Pension and other employee benefits

 

1,492

 

1,487

 

Deferred taxes

 

586

 

537

 

Other non-current liabilities

 

1,500

 

1,496

 

Total liabilities

 

25,484

 

23,312

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital (2,314,743,264 issued shares at March 31, 2012, and December 31, 2011)

 

1,631

 

1,621

 

Retained earnings

 

17,673

 

16,988

 

Accumulated other comprehensive loss

 

(1,986

)

(2,408

)

Treasury stock, at cost (21,417,432 and 24,332,144 shares at March 31, 2012, and December 31, 2011, respectively)

 

(373

)

(424

)

Total ABB stockholders’ equity

 

16,945

 

15,777

 

Noncontrolling interests

 

579

 

559

 

Total stockholders’ equity

 

17,524

 

16,336

 

Total liabilities and stockholders’ equity

 

43,008

 

39,648

 

 

See Notes to the Interim Consolidated Financial Information

 

14



 

ABB Ltd Interim Consolidated Statements of Cash Flows (unaudited)

 

 

 

Three months ended

 

($ in millions)

 

Mar. 31, 2012

 

Mar. 31, 2011

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income

 

712

 

696

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

253

 

231

 

Pension and other employee benefits

 

(17

)

(7

)

Deferred taxes

 

39

 

(3

)

Net gain from sale of property, plant and equipment

 

(3

)

(9

)

Loss from equity-accounted companies

 

4

 

 

Other

 

25

 

20

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade receivables, net

 

(74

)

15

 

Inventories, net

 

(388

)

(500

)

Trade payables

 

(184

)

135

 

Billings in excess of sales

 

120

 

(100

)

Provisions, net

 

(157

)

(178

)

Advances from customers

 

101

 

(36

)

Other assets and liabilities, net

 

(453

)

(28

)

Net cash provided by (used in) operating activities

 

(22

)

236

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of marketable securities (available-for-sale)

 

(876

)

(586

)

Purchases of short-term investments

 

(25

)

(140

)

Purchases of property, plant and equipment and intangible assets

 

(236

)

(139

)

Acquisition of businesses (net of cash acquired) and changes in cost and equity investments

 

(196

)

(3,102

)

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

 

21

 

2,084

 

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

 

 

134

 

Proceeds from short-term investments

 

2

 

378

 

Proceeds from sales of property, plant and equipment

 

5

 

6

 

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

 

3

 

 

Changes in financing and other non-current receivables, net

 

(19

)

(9

)

Net cash used in investing activities

 

(1,321

)

(1,374

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Net changes in debt with original maturities of 90 days or less

 

91

 

51

 

Increase in debt

 

2,172

 

37

 

Repayment of debt

 

(185

)

(1,299

)

Transactions in treasury shares

 

46

 

4

 

Dividends paid to noncontrolling shareholders

 

(8

)

(1

)

Other

 

15

 

(37

)

Net cash provided by (used in) financing activities

 

2,131

 

(1,245

)

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

144

 

135

 

 

 

 

 

 

 

Net change in cash and equivalents - continuing operations

 

932

 

(2,248

)

 

 

 

 

 

 

Cash and equivalents, beginning of period

 

4,819

 

5,897

 

Cash and equivalents, end of period

 

5,751

 

3,649

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

 

 

Interest paid

 

24

 

33

 

Taxes paid

 

341

 

298

 

 

See Notes to the Interim Consolidated Financial Information

 

15



 

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, 2011

 

1,454

 

15,389

 

(707

)

18

 

(920

)

92

 

(1,517

)

(441

)

14,885

 

573

 

15,458

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

655

 

 

 

 

 

 

 

 

 

 

 

 

 

655

 

41

 

696

 

Foreign currency translation adjustments

 

 

 

 

 

450

 

 

 

 

 

 

 

450

 

 

 

450

 

3

 

453

 

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

 

 

 

 

 

 

 

(8

)

 

 

 

 

(8

)

 

 

(8

)

 

 

(8

)

Unrecognized income (expense) related to pensions and other postretirement plans, net of tax

 

 

 

 

 

 

 

 

 

(31

)

 

 

(31

)

 

 

(31

)

 

 

(31

)

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

 

 

 

 

 

 

 

 

 

 

 

15

 

15

 

 

 

15

 

 

 

15

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,081

 

44

 

1,125

 

Changes in noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

(5

)

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

(3

)

Treasury stock transactions

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

8

 

4

 

 

 

4

 

Share-based payment arrangements

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

15

 

Balance at March 31, 2011

 

1,465

 

16,044

 

(257

)

10

 

(951

)

107

 

(1,091

)

(433

)

15,985

 

609

 

16,594

 

 

 

 

 

 

 

 

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, 2012

 

1,621

 

16,988

 

(968

)

20

 

(1,472

)

12

 

(2,408

)

(424

)

15,777

 

559

 

16,336

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

685

 

 

 

 

 

 

 

 

 

 

 

 

 

685

 

27

 

712

 

Foreign currency translation adjustments

 

 

 

 

 

433

 

 

 

 

 

 

 

433

 

 

 

433

 

8

 

441

 

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

 

 

 

 

 

 

 

(1

)

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

Unrecognized income (expense) related to pensions and other postretirement plans, net of tax

 

 

 

 

 

 

 

 

 

(35

)

 

 

(35

)

 

 

(35

)

 

 

(35

)

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

 

 

 

 

 

 

 

 

 

 

 

25

 

25

 

 

 

25

 

 

 

25

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,107

 

35

 

1,142

 

Changes in noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

3

 

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18

)

(18

)

Treasury stock transactions

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

51

 

46

 

 

 

46

 

Share-based payment arrangements

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

13

 

Other

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Balance at March 31, 2012

 

1,631

 

17,673

 

(535

)

19

 

(1,507

)

37

 

(1,986

)

(373

)

16,945

 

579

 

17,524

 

 

See Notes to the Interim Consolidated Financial Information

 

16



 

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 in power and automation technologies that enable utility and industry customers to improve their performance 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 audited consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2011.

 

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 most significant, difficult and subjective of such accounting assumptions and estimates 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 inquiries, environmental damages, product warranties, regulatory and other proceedings,

 

·                  assumptions used in the calculation of pension and postretirement benefits and the fair value of pension plan assets,

 

·                  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 testing goodwill for impairment,

 

·                  assumptions used in determining inventory obsolescence and net realizable value,

 

·                  estimates and assumptions used in determining the fair values of assets and liabilities assumed in business combinations,

 

·                  growth rates, discount rates and other assumptions used to determine impairment of long-lived assets, and

 

·                  assessment of the allowance for doubtful accounts.

 

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

 

A portion of the Company’s activities (primarily long-term construction activities) has an operating cycle that exceeds one year. For classification of current assets and liabilities related to such activities, the Company elected to use the duration of the individual contracts as its operating cycle. Accordingly, there are accounts receivable, inventories and provisions related to these contracts which will not be realized within one year that have been classified as current.

 

In the opinion of management, the unaudited 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. Management considers all such adjustments to be of a normal recurring nature.

 

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. These changes primarily relate to the reclassification from operating activities to investing activities in the Consolidated Statement of Cash Flows of cash paid in relation to the settlement of stock options held by Baldor employees at the acquisition date.

 

17



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 2. Recent accounting pronouncements

 

Applicable in current period

 

Amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs

In January 2012, the Company adopted an accounting standard update which provides guidance that results in common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. These amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the amendments in this update are not intended to result in a change in the application of the requirements of U.S. GAAP. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The adoption of this update did not have a significant impact on the consolidated financial statements.

 

Presentation of comprehensive income

In January 2012, the Company adopted two accounting standard updates regarding the presentation of comprehensive income. Under the updates, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. These updates are effective retrospectively and resulted in the Company presenting two separate but consecutive statements.

 

Testing goodwill for impairment

In January 2012, the Company adopted an accounting standard update regarding the testing of goodwill for impairment under which the Company has elected the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Consequently, the Company is not required to calculate the fair value of a reporting unit unless it determines, based on the qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount. The adoption of this update did not have a significant impact on the consolidated financial statements.

 

Applicable for future periods

 

Disclosures about offsetting assets and liabilities

In December 2011, an accounting standard update was issued regarding disclosures about amounts of financial and derivative instruments recognized in the statement of financial position that are either (i) offset or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset. The scope of the update includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This update is effective for the Company for annual and interim periods beginning January 1, 2013, and is applicable retrospectively. The Company is currently evaluating the impact of these additional disclosures.

 

18



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 3. Acquisitions

 

Acquisitions were as follows:

 

 

 

Three months ended
March 31,

 

($ in millions, except number of acquired businesses) (1)

 

2012

 

2011

 

Acquisitions (net of cash acquired)(2)

 

164

 

3,055

 

Aggregate excess of purchase price over fair value of net assets acquired(3)

 

92

 

2,794

 

 

 

 

 

 

 

Number of acquired businesses

 

1

 

3

 

 


(1) Amounts include adjustments arising during the measurement period of the acquisitions.

(2) Excluding changes in cost and equity investments.

(3) Recorded as goodwill.

 

For the three months ended March 31, 2011, the “Acquisitions” and “Aggregate excess of purchase price over fair value of net assets acquired” amounts in the table above relate primarily to the acquisition of Baldor.

 

Acquisitions of controlling interests have been accounted for under the acquisition method and have been included in the Company’s Interim Consolidated Financial Information since the date of acquisition.

 

While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the purchase price allocation for acquisitions is preliminary for up to 12 months after the acquisition date and is subject to refinement as more detailed analyses are completed and additional information about the fair values of the assets and liabilities becomes available.

 

On January 26, 2011, the Company acquired 83.25 percent of the outstanding shares of Baldor Electric Company (Baldor) for $63.50 per share in cash. On January 27, 2011, the Company exercised its top-up option contained in the merger agreement, bringing its shareholding in Baldor to 91.6 percent, allowing the Company to complete a short-form merger under Missouri, United States, law. On the same date, the Company completed the purchase of the remaining 8.4 percent of outstanding shares. The resulting cash outflows for the Company amounted to $4,276 million, representing $2,966 million for the purchase of the shares, net of cash acquired, $70 million related to cash settlement of Baldor options held at acquisition date and $1,240 million for the repayment of debt assumed upon acquisition.

 

Baldor markets, designs and manufactures industrial electric motors, mechanical power transmission products, drives and generators. The acquisition broadens the product offering of the Company’s Discrete Automation and Motion operating segment, closing the gap in the Company’s automation portfolio in North America by adding Baldor’s NEMA (National Electrical Manufacturers Association) motors product line as well as adding Baldor’s growing mechanical power transmission business.

 

In the three months ended March 31, 2011, acquisitions (net of cash acquired) totaled $19 million, excluding Baldor.

 

19



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The final allocation of the purchase consideration for the Baldor acquisition is as follows:

 

($ in millions)

 

Allocated amounts

 

Weighted-average
useful life

 

Customer relationships

 

996

 

19 years

 

Technology

 

259

 

7 years

 

Trade name

 

121

 

10 years

 

Order backlog

 

15

 

2 months

 

Other intangible assets

 

15

 

5 years

 

Intangible assets

 

1,406

 

16 years

 

Fixed assets

 

382

 

 

 

Debt acquired

 

(1,241

)

 

 

Deferred tax liabilities

 

(693

)

 

 

Inventories

 

422

 

 

 

Other assets and liabilities, net(1)

 

51

 

 

 

Goodwill(2)

 

2,728

 

 

 

Total consideration (net of cash acquired) (3)

 

3,055

 

 

 

 


(1) Gross receivables totaled $266 million; the fair value of which was $263 million after allowance for estimated uncollectable receivables.

(2) Goodwill recognized is not deductible for income tax purposes.

(3) Cash acquired totaled $48 million. Additional consideration included $70 million related to the cash settlement of stock options held by Baldor employees at the acquisition date and $19 million representing the fair value of replacement vested stock options issued to Baldor employees at the acquisition date. The fair value of these stock options was estimated using a Black-Scholes model.

 

The Company’s Consolidated Income Statements for the three months ended March 31, 2012 and 2011, include total revenues of $535 million and $371 million, respectively, and net income of $70 million and net loss (including acquisition-related charges) of $27 million, respectively, related to Baldor since the date of acquisition.

 

The unaudited pro forma financial information in the table below summarizes the combined pro forma results of the Company and Baldor for the three months ended March 31, 2011, as if Baldor had been acquired on January 1, 2010.

 

($ in millions)

 

Three months ended
March 31, 2011

 

Total revenues

 

8,512

 

Net income

 

781

 

 

The pro forma results are for information purposes only and do not include any anticipated cost synergies or other effects of the integration of Baldor. Accordingly, such pro forma amounts are not necessarily indicative of the results that would have occurred had the acquisition been completed on the date indicated, nor are they indicative of the future operating results of the combined company.

 

20



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The unaudited pro forma results above include certain adjustments related to the Baldor acquisition. The table below summarizes the adjustments necessary to present the pro forma financial information of the combined entity for the three months ended March 31, 2011, as if Baldor had been acquired on January 1, 2010.

 

 

 

Adjustments

 

($ in millions)

 

Three months ended
March 31, 2011

 

Impact on cost of sales from additional amortization of intangible assets (excluding order backlog capitalized upon acquisition)

 

(6

)

Impact on cost of sales from amortization of order backlog capitalized upon acquisition

 

15

 

Impact on cost of sales from fair valuing acquired inventory

 

63

 

Interest expense on Baldor’s debt

 

11

 

Baldor stock-option plans adjustments

 

66

 

Impact on selling, general and administrative expenses from acquisition-related costs

 

60

 

Taxation adjustments

 

(66

)

Total pro forma adjustments

 

143

 

 

Changes in total goodwill were as follows:

 

($ in millions)

 

Total goodwill

 

Balance at January 1, 2011

 

4,085

 

Additions during the period(1)

 

3,261

 

Exchange rate differences

 

(74

)

Other

 

(3

)

Balance at December 31, 2011

 

7,269

 

Additions during the period(2)

 

92

 

Exchange rate differences

 

63

 

Other

 

 

Balance at March 31, 2012

 

7,424

 

 


(1) Includes primarily goodwill of $2,728 million in respect of Baldor, acquired in January 2011, which has been allocated to the Discrete Automation and Motion operating segment and goodwill in respect of Mincom, acquired in July 2011, which has been allocated to the Power Systems operating segment.

(2) Includes goodwill in respect of Newave, acquired in February 2012, which has been allocated to the Discrete Automation and Motion operating segment.

 

ABB to acquire Thomas & Betts Corporation

 

On January 30, 2012, the Company announced that it had reached an agreement to acquire the Thomas & Betts Corporation. Thomas & Betts designs, manufactures and markets essential components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and utility applications. The anticipated cash outflows for the Company upon closing the transaction amount to approximately $3.9 billion, based on a purchase price of $72 per share for the acquisition of the outstanding shares. The transaction is subject to approval by Thomas & Betts shareholders on May 2, 2012, as well as to customary regulatory approvals, and is expected to close by the middle of 2012.

 

21



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 4. Cash and equivalents, marketable securities and short-term investments

 

Current assets

Cash and equivalents, marketable securities and short-term investments consisted of the following:

 

 

 

March 31, 2012

 

($ in millions)

 

Cost basis

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Fair value

 

Cash and
equivalents

 

Marketable
securities
and
short-term
investments

 

Cash

 

1,813

 

 

 

 

 

1,813

 

1,813

 

 

Time deposits

 

3,671

 

 

 

 

 

3,671

 

3,671

 

 

Other short-term investments

 

25

 

 

 

 

 

25

 

 

25

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

— U.S. government obligations

 

753

 

7

 

(1

)

759

 

 

759

 

— Other government obligations

 

3

 

 

 

3

 

 

3

 

— Corporate

 

382

 

9

 

 

391

 

267

 

124

 

Equity securities available-for-sale

 

918

 

10

 

(2

)

926

 

 

926

 

Total

 

7,565

 

26

 

(3

)

7,588

 

5,751

 

1,837

 

 

 

 

December 31, 2011

 

($ in millions)

 

Cost basis

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Fair value

 

Cash and
equivalents

 

Marketable
securities
and
short-term
investments

 

Cash

 

1,655

 

 

 

 

 

1,655

 

1,655

 

 

Time deposits

 

2,986

 

 

 

 

 

2,986

 

2,984

 

2

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

— U.S. government obligations

 

753

 

8

 

 

761

 

 

761

 

— Other government obligations

 

3

 

 

 

3

 

 

3

 

— Corporate

 

298

 

8

 

(1

)

305

 

180

 

125

 

Equity securities available-for-sale

 

50

 

10

 

(3

)

57

 

 

57

 

Total

 

5,745

 

26

 

(4

)

5,767

 

4,819

 

948

 

 

Non-current assets

In 2011, the Company purchased shares in a listed company and, as such, classified these as available-for-sale equity securities. The investment is recorded in “Other non-current assets”. At March 31, 2012, the cost basis, the gross unrealized loss and fair value of these equity securities were not significant. At December 31, 2011, an other-than-temporary impairment was recognized on these securities but was not significant.

 

In addition, certain held-to-maturity marketable securities (pledged in respect of a certain non-current deposit liability) are recorded in “Other non-current assets”. At March 31, 2012, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $93 million, $26 million and $119 million, respectively. At December 31, 2011, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $92 million, $28 million and $120 million, respectively. The maturity dates of these securities range from 2014 to 2021.

 

22



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 5. Financial instruments

 

The Company is exposed to certain currency, commodity, interest rate and equity risks arising from its global operating, financing and investing activities. The Company uses derivative instruments to reduce and manage the economic impact of these exposures.

 

Currency risk

Due to the global nature of the Company’s operations, many of its subsidiaries are exposed to currency risk in their operating activities from entering into transactions in currencies other than their functional currency. To manage such currency risks, the Company’s policies require the subsidiaries to hedge their foreign currency exposures from binding sales and purchase contracts denominated in foreign currencies. For forecasted foreign currency denominated sales of standard products and the related foreign currency denominated purchases, the Company’s policy is to hedge up to a maximum of 100 percent of the forecasted foreign currency denominated exposure, depending on the length of the forecasted exposures. Forecasted exposures greater than 12 months are not hedged. Forward foreign exchange contracts are the main instrument used to protect the Company against the volatility of future cash flows (caused by changes in exchange rates) of contracted and forecasted sales and purchases denominated in foreign currencies. In addition, within its treasury operations, the Company primarily uses foreign exchange swaps and forward foreign exchange contracts to manage the currency and timing mismatches arising in its liquidity management activities.

 

Commodity risk

Various commodity products are used in the Company’s manufacturing activities. Consequently it is exposed to volatility in future cash flows arising from changes in commodity prices. To manage the price risk of commodities other than electricity, the Company’s policies require that the subsidiaries hedge the commodity price risk exposures from binding contracts, as well as at least 50 percent (up to a maximum of 100 percent) of the forecasted commodity exposure over the next 12 months or longer (up to a maximum of 18 months). In certain locations where the price of electricity is hedged, up to a maximum of 90 percent of the forecasted electricity needs, depending on the length of the forecasted exposures, are hedged. Swap and futures contracts are used to manage the associated price risks of commodities.

 

Interest rate risk

The Company has issued bonds at fixed rates. Interest rate swaps are used to manage the interest rate risk associated with certain debt. In addition, from time to time, the Company uses instruments such as interest rate swaps, bond futures or forward rate agreements to manage interest rate risk arising from the Company’s balance sheet structure but does not designate such instruments as hedges.

 

Equity risk

The Company is exposed to fluctuations in the fair value of its warrant appreciation rights (WARs) issued under its management incentive plan. A WAR gives its holder the right to receive cash equal to the market price of an equivalent listed warrant on the date of exercise. To eliminate such risk, the Company has purchased cash-settled call options which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs.

 

In general, while the Company’s primary objective in its use of derivatives is to minimize exposures arising from its business, certain derivatives are designated and qualify for hedge accounting treatment while others either are not designated or do not qualify for hedge accounting.

 

23



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Volume of derivative activity

 

Foreign exchange and interest rate derivatives:

The gross notional amounts of outstanding foreign exchange and interest rate derivatives (whether designated as hedges or not) were as follows:

 

Type of derivative

 

Total notional amounts

 

($ in millions)

 

March 31, 2012

 

December 31, 2011

 

March 31, 2011

 

Foreign exchange contracts

 

18,244

 

16,503

 

18,506

 

Embedded foreign exchange derivatives

 

3,556

 

3,439

 

2,977

 

Interest rate contracts

 

3,959

 

5,535

 

2,772

 

 

Derivative commodity contracts:

The following table shows the notional amounts of outstanding commodity derivatives (whether designated as hedges or not), on a net basis, to reflect the Company’s requirements in the various commodities:

 

 

 

 

 

Total notional amounts

 

Type of derivative

 

Unit

 

March 31, 2012

 

December 31, 2011

 

March 31, 2011

 

Copper swaps

 

metric tonnes

 

37,937

 

38,414

 

27,109

 

Aluminum swaps

 

metric tonnes

 

8,083

 

5,068

 

4,198

 

Nickel swaps

 

metric tonnes

 

15

 

18

 

30

 

Lead swaps

 

metric tonnes

 

13,475

 

13,325

 

9,800

 

Zinc swaps

 

metric tonnes

 

125

 

125

 

 

Silver swaps

 

ounces

 

1,793,375

 

1,981,646

 

 

Electricity futures

 

megawatt hours

 

367,724

 

326,960

 

376,688

 

Crude oil swaps

 

barrels

 

147,265

 

113,397

 

109,586

 

 

Equity derivatives:

At March 31, 2012, December 31, 2011, and March 31, 2011, the Company held 53 million, 61 million and 56 million cash-settled call options on ABB Ltd shares with a total fair value of $15 million, $21 million and $48 million, respectively.

 

Cash flow hedges

As noted above, the Company mainly uses forward foreign exchange contracts to manage the foreign exchange risk of its operations, commodity swaps to manage its commodity risks and cash-settled call options to hedge its WAR liabilities. Where such instruments are designated and qualify as cash flow hedges, the effective portion of the changes in their fair value is recorded in “Accumulated other comprehensive loss” and subsequently reclassified into earnings in the same line item and in the same period as the underlying hedged transaction affects earnings. Any ineffectiveness in the hedge relationship, or hedge component excluded from the assessment of effectiveness, is recognized in earnings during the current period.

 

At March 31, 2012, and December 31, 2011, “Accumulated other comprehensive loss” included net unrealized gains of $37 million and $12 million, respectively, net of tax, on derivatives designated as cash flow hedges. Of the amount at March 31, 2012, net gains of $41 million are expected to be reclassified to earnings in the following 12 months. At March 31, 2012, the longest maturity of a derivative classified as a cash flow hedge was 71 months.

 

The amounts of gains or losses, net of tax, reclassified into earnings due to the discontinuance of cash flow hedge accounting and recognized in earnings due to ineffectiveness in cash flow hedge relationships were not significant in the three months ended March 31, 2012 and 2011.

 

24



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The pre-tax effects of derivative instruments, designated and qualifying as cash flow hedges, on “Accumulated other comprehensive loss” and the Consolidated Income Statements were as follows:

 

Three months ended March 31, 2012

 

Type of derivative
designated as
a cash flow hedge

 

Gains (losses)
recognized in
OCI
(1) on derivatives
(effective portion)

 

Gains (losses) reclassified
from OCI
(1) into income
(effective portion)

 

Gains (losses) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)

 

 

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

31

 

Total revenues

 

11

 

Total revenues

 

(1

)

 

 

 

 

Total cost of sales

 

(1

)

Total cost of sales

 

 

Commodity contracts

 

8

 

Total cost of sales

 

(2

)

Total cost of sales

 

 

Cash-settled call options

 

(2

)

SG&A expenses(2)

 

(3

)

SG&A expenses(2)

 

 

Total

 

37

 

 

 

5

 

 

 

(1

)

 

Three months ended March 31, 2011

 

Type of derivative
designated as
a cash flow hedge

 

Gains (losses)
recognized in
OCI
(1) on derivatives
(effective portion)

 

Gains (losses) reclassified
from OCI
(1) into income
(effective portion)

 

Gains (losses) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)

 

 

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

52

 

Total revenues

 

41

 

Total revenues

 

 

 

 

 

 

Total cost of sales

 

(2

)

Total cost of sales

 

 

Commodity contracts

 

(3

)

Total cost of sales

 

3

 

Total cost of sales

 

1

 

Cash-settled call options

 

5

 

SG&A expenses(2)

 

2

 

SG&A expenses(2)

 

 

Total

 

54

 

 

 

44

 

 

 

1

 

 


(1) OCI represents “Accumulated other comprehensive loss”.

(2) SG&A expenses represent “Selling, general and administrative expenses”.

 

Derivative gains of $3 million and $32 million, both net of tax, were reclassified from “Accumulated other comprehensive loss” to earnings during the three months ended March 31, 2012 and 2011, respectively.

 

Fair value hedges

To reduce its interest rate exposure arising primarily from its debt issuance activities, the Company uses interest rate swaps. Where such instruments are designated as fair value hedges, the changes in fair value of these instruments, as well as the changes in fair value of the risk component of the underlying debt being hedged, are recorded as offsetting gains and losses in “Interest and other finance expense”. Hedge ineffectiveness of instruments designated as fair value hedges for the three months ended March 31, 2012 and 2011, was not significant.

 

The effect of derivative instruments, designated and qualifying as fair value hedges, on the Consolidated Income Statements was as follows:

 

Three months ended March 31, 2012

 

Type of derivative
designated as a
fair value hedge

 

Gains (losses) recognized in income
on derivatives designated as
fair value hedges

 

Gains (losses) recognized in
income on hedged item

 

 

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

(8

)

Interest and other finance expense

 

8

 

 

Three months ended March 31, 2011

 

Type of derivative
designated as a
fair value hedge

 

Gains (losses) recognized in income
on derivatives designated as
fair value hedges

 

Gains (losses) recognized in
income on hedged item

 

 

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

(21

)

Interest and other finance expense

 

21

 

 

25



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Derivatives not designated in hedge relationships

Derivative instruments that are not designated as hedges or do not qualify as either cash flow or fair value hedges are economic hedges used for risk management purposes. Gains and losses from changes in the fair values of such derivatives are recognized in the same line in the income statement as the economically hedged transaction.

 

Furthermore, under certain circumstances, the Company is required to split and account separately for foreign currency derivatives that are embedded within certain binding sales or purchase contracts denominated in a currency other than the functional currency of the subsidiary and the counterparty.

 

The gains (losses) recognized in the Consolidated Income Statements on derivatives not designated in hedging relationships were as follows:

 

($ in millions)

 

Gains (losses) recognized in income

 

Type of derivative

 

 

 

Three months ended March 31,

 

not designated as a hedge

 

Location

 

2012

 

2011

 

Foreign exchange contracts

 

Total revenues

 

172

 

42

 

 

 

Total cost of sales

 

(64

)

22

 

 

 

Interest and other finance expense

 

112

 

185

 

Embedded foreign exchange contracts

 

Total revenues

 

(185

)

 

 

 

Total cost of sales

 

36

 

9

 

Commodity contracts

 

Total cost of sales

 

25

 

(9

)

Cash-settled call options

 

Interest and other finance expense

 

 

 

Interest rate contracts

 

Interest and other finance expense

 

2

 

 

Total

 

 

 

98

 

249

 

 

The fair values of derivatives included in the Consolidated Balance Sheets were as follows:

 

 

 

March 31, 2012

 

 

 

Derivative assets

 

Derivative liabilities

 

($ in millions)

 

Current in
“Other current
assets”

 

Non-current
in “Other
non-current
assets”

 

Current in
“Provisions and
other current
liabilities”

 

Non-current
in “Other
non-current
liabilities”

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

44

 

12

 

16

 

9

 

Commodity contracts

 

4

 

 

1

 

 

Interest rate contracts

 

 

47

 

 

 

Cash-settled call options

 

9

 

5

 

 

 

Total

 

57

 

64

 

17

 

9

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

192

 

42

 

112

 

13

 

Commodity contracts

 

17

 

1

 

13

 

3

 

Interest rate contracts

 

 

 

 

 

Cash-settled call options

 

1

 

 

 

 

Embedded foreign exchange derivatives

 

35

 

8

 

74

 

26

 

Total

 

245

 

51

 

199

 

42

 

Total fair value

 

302

 

115

 

216

 

51

 

 

26



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2011

 

 

 

Derivative assets

 

Derivative liabilities

 

($ in millions)

 

Current in
“Other current
assets”

 

Non-current
in “Other
non-current
assets”

 

Current in
“Provisions and
other current
liabilities”

 

Non-current
in “Other
non-current
liabilities”

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

37

 

6

 

26

 

10

 

Commodity contracts

 

1

 

 

6

 

 

Interest rate contracts

 

 

40

 

 

 

Cash-settled call options

 

13

 

6

 

 

 

Total

 

51

 

52

 

32

 

10

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

142

 

38

 

289

 

28

 

Commodity contracts

 

9

 

1

 

33

 

3

 

Interest rate contracts

 

 

 

 

1

 

Cash-settled call options

 

1

 

1

 

 

 

Embedded foreign exchange derivatives

 

51

 

13

 

77

 

19

 

Total

 

203

 

53

 

399

 

51

 

Total fair value

 

254

 

105

 

431

 

61

 

 

Although the Company is party to close-out netting agreements with most derivative counterparties, the fair values in the tables above and in the Consolidated Balance Sheets at March 31, 2012, and December 31, 2011, have been presented on a gross basis.

 

Note 6. Fair values

 

The Company uses fair value measurement principles to record certain financial assets and liabilities on a recurring basis and, when necessary, to record certain non-financial assets at fair value on a non-recurring basis, as well as to determine fair value disclosures for certain financial instruments carried at amortized cost in the financial statements. Financial assets and liabilities recorded at fair value on a recurring basis include foreign currency, commodity and interest rate derivatives as well as cash-settled call options and available-for-sale securities. Non-financial assets recorded at fair value on a non-recurring basis include long-lived assets that are reduced to their estimated fair value due to impairments.

 

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), the income approach (discounted cash flow models) and the cost approach (using costs a market participant would incur to develop a comparable asset). 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 and non-financial assets 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.

 

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 interest rate futures, commodity futures, and certain actively-traded debt 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

 

27


 


 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

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 investments in certain funds, certain debt securities that are not actively traded, interest rate swaps, commodity swaps, cash-settled call options, foreign exchange forward contracts and foreign exchange swaps, as well as financing receivables and debt.

 

 

Level 3:

Valuation inputs are based on the Company’s assumptions of relevant market data (unobservable inputs).

 

Whenever quoted prices involve bid-ask spreads, the Company ordinarily determines fair values based on mid-market quotes. However, for the purpose 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.

 

Recurring fair value measures

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

 

 

 

March 31, 2012

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Debt securities—Corporate

 

 

267

 

 

267

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

3

 

923

 

 

926

 

Debt securities—U.S. government obligations

 

759

 

 

 

759

 

Debt securities—Other government obligations

 

 

3

 

 

3

 

Debt securities—Corporate

 

 

124

 

 

124

 

Available-for-sale securities in “Other non-current assets”

 

 

 

 

 

 

 

 

 

Equity securities

 

4

 

 

 

4

 

Derivative assets—current in “Other current assets”

 

2

 

300

 

 

302

 

Derivative assets—non-current in “Other non-current assets”

 

 

115

 

 

115

 

Total

 

768

 

1,732

 

 

2,500

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative liabilities—current in “Provisions and other current liabilities”

 

6

 

210

 

 

216

 

Derivative liabilities—non-current in “Other non-current liabilities”

 

 

51

 

 

51

 

Total

 

6

 

261

 

 

267

 

 

28



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2011

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Debt securities—Corporate

 

 

180

 

 

180

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

3

 

54

 

 

57

 

Debt securities—U.S. government obligations

 

761

 

 

 

761

 

Debt securities—Other government obligations

 

 

3

 

 

3

 

Debt securities—Corporate

 

 

125

 

 

125

 

Available-for-sale securities in “Other non-current assets”

 

 

 

 

 

 

 

 

 

Equity securities

 

5

 

 

 

5

 

Derivative assets—current in “Other current assets”

 

2

 

252

 

 

254

 

Derivative assets—non-current in “Other non-current assets”

 

 

105

 

 

105

 

Total

 

771

 

719

 

 

1,490

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative liabilities—current in “Provisions and other current liabilities”

 

4

 

427

 

 

431

 

Derivative liabilities—non-current in “Other non-current liabilities”

 

 

61

 

 

61

 

Total

 

4

 

488

 

 

492

 

 

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”, “Marketable securities and short-term investments” and “Other non-current assets: If quoted market prices in active markets for identical assets are available, these are considered Level 1 inputs; however, when markets are not active, then these inputs are considered Level 2. 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 present value techniques, based on available market data, or option pricing models are used. Cash-settled call options hedging the Company’s WAR 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.

 

Non-recurring fair value measures

There were no significant non-recurring fair value measurements during the three months ended March 31, 2012 and 2011.

 

Disclosure about financial instruments carried on a cost basis

Cash and equivalents (excluding available-for-sale debt securities with original maturities up to 3 months):

The carrying amounts of “Cash and equivalents” approximate their fair values, of which, at March 31, 2012, $1,813 million and $3,671 million, were determined using Level 1 and Level 2 inputs, respectively.

 

Marketable securities and short-term investments:

In addition to the “Available-for-sale securities” disclosed in the “Recurring fair value measures” section above, “Marketable securities and short-term investments” at March 31, 2012, included an advance of $25 million. The carrying amount of the advance approximates its fair value, which was determined using Level 2 inputs.

 

29



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Receivables, net:

The carrying amounts of “Receivables, net” approximate their fair values and include short-term loans granted. At March 31, 2012, the fair values of short-term loans, with carrying amounts of $8 million, were determined using Level 2 inputs.

 

Other non-current assets:

Includes financing receivables (including loans granted) carried at amortized cost, less an allowance for credit losses, if required. Fair values are determined using a discounted cash flow methodology based upon loan rates of similar instruments and reflecting appropriate adjustments for non-performance risk. The carrying values and estimated fair values of long-term loans granted and outstanding at March 31, 2012, were $57 million and $60 million, respectively, and at December 31, 2011, were $52 million and $54 million, respectively. The fair values of long-term loans granted at March 31, 2012, were determined using Level 2 inputs.

 

Includes held-to-maturity marketable securities (see Note 4) whose carrying values and estimated fair values at March 31, 2012, were $93 million and $119 million, respectively, and at December 31, 2011, were $92 million and $120 million, respectively. The fair values of held-to-maturity marketable securities at March 31, 2012, were determined using Level 2 inputs.

 

Accounts payable, trade:

The carrying amounts of “Accounts payable, trade” approximate their fair values.

 

Short-term borrowings and current maturities of long-term debt, excluding finance lease liabilities:

Includes commercial paper, bank borrowings and overdrafts. The carrying amounts of short-term borrowings and current maturities of long-term debt, excluding finance lease liabilities, approximates their fair values, of which, at March 31, 2012, $120 million and $673 million were determined using Level 1 and Level 2 inputs, respectively.

 

Long-term debt excluding finance lease liabilities:

Fair values of bond issues are determined using quoted market prices. The fair values of other debt are determined using a discounted cash flow methodology based upon borrowing rates of similar debt instruments and reflecting appropriate adjustments for non-performance risk. The carrying values and estimated fair values of long-term debt, excluding finance lease liabilities, at March 31, 2012, were $5,280 million and $5,374 million, respectively, and at December 31, 2011, were $3,151 million and $3,218 million, respectively. Of the fair value amount of $5,374 million at March 31, 2012, $5,337 million was determined using Level 1 inputs, with the remaining amount determined using Level 2 inputs.

 

Note 7. Credit quality of receivables

 

Accounts receivable and doubtful debt allowance

Accounts receivable are recorded at the invoiced amount. The doubtful debt allowance is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and customer specific data. If an amount has not been settled within its contractual payment term then it is considered past due. The Company reviews the doubtful debt allowance regularly and past due balances are reviewed for collectability. Account balances are charged off against the allowance when the Company believes that the amount will not be recovered.

 

The Company has a group-wide policy on the management of credit risk. The policy includes a credit assessment methodology to assess the creditworthiness of customers and assign to those customers a risk category on a scale from “A” (lowest likelihood of loss) to “E” (highest likelihood of loss), as shown in the following table:

 

Risk category:

 

Equivalent Standard & Poor’s rating

A

 

AAA to AA-

B

 

A+ to BBB-

C

 

BB+ to BB-

D

 

B+ to CCC-

E

 

CC+ to D

 

30



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Third-party agencies’ ratings are considered, if available. For customers where agency ratings are not available, the customer’s most recent financial statements, payment history and other relevant information is considered in the assignment to a risk category. Customers are assessed at least annually or more frequently when information on significant changes in the customers’ financial position becomes known. In addition to the assignment to a risk category, a credit limit per customer is set.

 

Information on the credit quality of trade receivables (excluding those with a contractual maturity of one year or less) and other financing receivables is presented below.

 

Receivables classified as current assets

The gross amounts of, and doubtful debt allowance for, trade receivables (excluding those with a contractual maturity of one year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature), recorded in receivables, net, were as follows:

 

 

 

March 31, 2012

 

($ in millions)

 

Trade receivables
(excluding those
with a contractual
maturity of one year
or less)

 

Other receivables

 

Total

 

Recorded gross amount:

 

 

 

 

 

 

 

- Individually evaluated for impairment

 

268

 

133

 

401

 

- Collectively evaluated for impairment

 

294

 

108

 

402

 

Total

 

562

 

241

 

803

 

Doubtful debt allowance:

 

 

 

 

 

 

 

- From individual impairment evaluation

 

(35

)

(5

)

(40

)

- From collective impairment evaluation

 

(12

)

 

(12

)

Total

 

(47

)

(5

)

(52

)

Recorded net amount

 

515

 

236

 

751

 

 

 

 

December 31, 2011

 

($ in millions)

 

Trade receivables
(excluding those
with a contractual
maturity of one year
or less)

 

Other receivables

 

Total

 

Recorded gross amount:

 

 

 

 

 

 

 

- Individually evaluated for impairment

 

252

 

108

 

360

 

- Collectively evaluated for impairment

 

282

 

129

 

411

 

Total

 

534

 

237

 

771

 

Doubtful debt allowance:

 

 

 

 

 

 

 

- From individual impairment evaluation

 

(41

)

(5

)

(46

)

- From collective impairment evaluation

 

(9

)

 

(9

)

Total

 

(50

)

(5

)

(55

)

Recorded net amount

 

484

 

232

 

716

 

 

31



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Changes in the doubtful debt allowance for trade receivables (excluding those with a contractual maturity of one year or less) were as follows:

 

 

 

Three months ended March 31,

 

($ in millions)

 

2012

 

2011

 

Trade receivables (excluding those with a contractual maturity of one year or less):

 

 

 

 

 

Balance at January 1,

 

50

 

37

 

Reversal of allowance

 

(2

)

(4

)

Additions to allowance

 

3

 

6

 

Amounts written off

 

 

 

Exchange rate differences

 

(4

)

(3

)

Balance at March 31,

 

47

 

36

 

 

Changes in the doubtful debt allowance for other receivables during the three months ended March 31, 2012 and 2011, were not significant.

 

The following table shows the credit risk profile, on a gross basis, of trade receivables (excluding those with a contractual maturity of one year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature) based on the internal credit risk categories which are used as a credit quality indicator:

 

 

 

March 31, 2012

 

($ in millions)

 

Trade receivables
(excluding those
with a contractual
maturity of one year
or less)

 

Other receivables

 

Total

 

Risk category:

 

 

 

 

 

 

 

A

 

256

 

199

 

455

 

B

 

135

 

14

 

149

 

C

 

145

 

23

 

168

 

D

 

21

 

2

 

23

 

E

 

5

 

3

 

8

 

Total gross amount

 

562

 

241

 

803

 

 

 

 

December 31, 2011

 

($ in millions)

 

Trade receivables
(excluding those
with a contractual
maturity of one year
or less)

 

Other receivables

 

Total

 

Risk category:

 

 

 

 

 

 

 

A

 

251

 

196

 

447

 

B

 

134

 

18

 

152

 

C

 

122

 

20

 

142

 

D

 

22

 

1

 

23

 

E

 

5

 

2

 

7

 

Total gross amount

 

534

 

237

 

771

 

 

32



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The following table shows an aging analysis, on a gross basis, of trade receivables (excluding those with a contractual maturity of one year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature):

 

 

 

March 31, 2012

 

 

 

Past due

 

 

 

 

 

($ in millions)

 

0 – 30
days

 

30 – 60
days

 

60 – 90
days

 

> 90 days
and not
accruing
interest

 

> 90 days
and
accruing
interest

 

Not due at
March 31,
2012
(1)

 

Total

 

Trade receivables (excluding those with a contractual maturity of one year or less)

 

35

 

8

 

6

 

52

 

6

 

455

 

562

 

Other receivables

 

4

 

4

 

 

8

 

4

 

221

 

241

 

Total gross amount

 

39

 

12

 

6

 

60

 

10

 

676

 

803

 

 

 

 

December 31, 2011

 

 

 

Past due

 

 

 

 

 

($ in millions)

 

0 – 30
days

 

30 – 60
days

 

60 – 90
days

 

> 90 days
and not
accruing
interest

 

> 90 days
and
accruing
interest

 

Not due at
December
31, 2011
(1)

 

Total

 

Trade receivables (excluding those with a contractual maturity of one year or less)

 

73

 

6

 

5

 

49

 

6

 

395

 

534

 

Other receivables

 

4

 

1

 

1

 

15

 

3

 

213

 

237

 

Total gross amount

 

77

 

7

 

6

 

64

 

9

 

608

 

771

 

 


(1)

Trade receivables (excluding those with a contractual maturity of one year or less) principally represent contractual retention amounts that will become due subsequent to the completion of the long-term contract.

 

Receivables classified as non-current assets

At March 31, 2012, and December 31, 2011, the net recorded amounts of loans granted were $57 million and $52 million, respectively, and were included in other non-current assets (see Note 6). The related doubtful debt allowance was not significant at both dates. The changes in such allowance were not significant during the three months ended March 31, 2012 and 2011.

 

Note 8. Debt

 

The Company’s total debt at March 31, 2012, and December 31, 2011, amounted to $6,176 million and $3,996 million, respectively.

 

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

The Company’s “Short-term debt and current maturities of long-term debt” consisted of the following:

 

($ in millions)

 

March 31, 2012

 

December 31, 2011

 

Short-term debt

 

754

 

689

 

Current maturities of long-term debt

 

58

 

76

 

Total

 

812

 

765

 

 

Short-term debt primarily represented issued commercial paper and short-term loans from various banks.

 

At March 31, 2012, and December 31, 2011, the Company had in place three commercial paper programs: a $1 billion commercial paper program for the private placement of U.S. dollar-denominated commercial paper in the United States; a $1 billion Euro-commercial paper program for the issuance of commercial paper in a variety of currencies and a 5 billion Swedish krona commercial paper program for the issuance of Swedish krona- and euro-denominated commercial paper. At March 31, 2012, and December 31, 2011, $455 million and $435 million, respectively, were outstanding under the $1 billion program in the United States.

 

33


 


 

Notes to the Interim Consolidated Financial Information (unaudited)

 

In February 2012, the Company entered into a $4 billion credit agreement for an initial term of 364 days to provide bridge financing for the planned acquisition of Thomas & Betts Corporation. The Company may, under certain circumstances, twice extend amounts outstanding under the credit agreement, each time for a period of 180 days, in an amount of up to $1.5 billion. As a result of the EUR 1.25 billion issuance of bonds in March 2012, and in accordance with the terms of the credit agreement, the total available commitments under the credit agreement were reduced by $139 million to $3,861 million.

 

Long-term debt

 

The Company’s long-term debt at March 31, 2012, and December 31, 2011, amounted to $5,364 million and $3,231 million, respectively. Of these amounts, outstanding bonds were as follows:

 

 

 

March 31, 2012

 

December 31, 2011

 

(in millions)

 

Nominal
outstanding

 

Carrying
value
(1)

 

Nominal
outstanding

 

Carrying
value
(1)

 

 

 

 

 

 

 

 

 

 

 

 

Bonds:

 

 

 

 

 

 

 

 

 

 

4.625% EUR Instruments, due 2013

 

EUR

700

 

$

941

 

EUR

700

 

$

910

 

2.5% USD Notes, due 2016

 

USD

600

 

$

597

 

USD

600

 

$

596

 

1.25% CHF Bonds, due 2016

 

CHF

500

 

$

560

 

CHF

500

 

$

535

 

1.50% CHF Bonds, due 2018

 

CHF

350

 

$

388

 

 

 

 

 

2.625% EUR Instruments, due 2019

 

EUR

1,250

 

$

1,665

 

 

 

 

 

4.0% USD Notes, due 2021

 

USD

650

 

$

640

 

USD

650

 

$

640

 

2.25% CHF Bonds, due 2021

 

CHF

350

 

$

398

 

CHF

350

 

$

378

 

Total outstanding bonds

 

 

 

$

5,189

 

 

 

 

$

3,059

 

 


(1)  USD carrying value is net of bond discounts and includes adjustments for fair value hedge accounting, where appropriate.

 

In January 2012, the Company issued bonds with an aggregate principal of CHF 350 million, due 2018, that pay interest annually in arrear at a fixed rate of 1.5 percent per annum. The Company recorded net proceeds of CHF 346 million (equivalent to approximately $370 million on date of settlement).

 

In March 2012, the Company issued instruments with an aggregate principal of EUR 1,250, due 2019, that pay interest annually in arrear at a fixed rate of 2.625 percent per annum. The Company recorded proceeds (net of fees) of EUR 1,245 million (equivalent to approximately $1,648 million on date of settlement).

 

Note 9. 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. 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 retained 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

 

34



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

are then 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 at least until 2013 at the Windsor site. In February 2011, the Company and Westinghouse Electric Company LLC (BNFL’s former subsidiary) agreed to settle and release the Company from its continuing environmental obligations under the sale agreement in respect of the Hematite site. The settlement amount was paid by the Company in February 2011.

 

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 groundwater contamination. A significant portion of the provisions in respect of these contingencies reflects the provisions of acquired companies. A substantial portion of one of the acquired entities remediation liability is indemnified by a prior owner. Accordingly, an asset equal to that portion of the remediation liability is included in “Other non-current assets”.

 

The impact of the above Nuclear Technology and other environmental obligations on the Company’s Consolidated Income Statements was not significant for the three months ended March 31, 2012 and 2011. The effect of the above Nuclear Technology and other environmental obligations on the Company’s Consolidated Statements of Cash Flows was not significant for the three months ended March 31, 2012, and was as follows for the three months ended March 31, 2011:

 

($ in millions)

 

Three months ended
March 31, 2011

 

Cash expenditures:

 

 

 

Nuclear Technology business

 

131

 

Various businesses

 

1

 

 

 

132

 

 

The Company has estimated cash expenditures of $12 million for the remainder of 2012. These expenditures are covered by provisions included in “Provisions and other current liabilities”.

 

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

 

($ in millions)

 

March 31, 2012

 

December 31, 2011

 

Provision balance relating to:

 

 

 

 

 

Nuclear Technology business

 

21

 

24

 

Various businesses

 

67

 

68

 

 

 

88

 

92

 

Environmental provisions included in:

 

 

 

 

 

Provisions and other current liabilities

 

22

 

22

 

Other non-current liabilities

 

66

 

70

 

 

 

88

 

92

 

 

Provisions for the above estimated losses have not been discounted as the timing of payments cannot be reasonably estimated.

 

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

 

35



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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 or range of loss from potential fines, if any, can be made.

 

Power Transformers business

 

In October 2009, the European Commission announced its decision regarding its investigation into alleged anti-competitive practices of certain manufacturers of power transformers. The European Commission 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 or range of loss from potential fines, if any, can be made.

 

Cables business

 

The Company’s cables business is under investigation for alleged anti-competitive practices. Management is cooperating fully with the antitrust authorities, including the European Commission, in their investigations. In July 2011, the European Commission announced that it had issued its Statement of Objections in its investigation into alleged anti-competitive practices in the cables business. An informed judgment about the outcome of these investigations or the amount of potential loss or range of 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. In the United States, the Department of Justice (DoJ) also conducted an investigation into this business. The Company has been informed that the European Commission and the DoJ have closed their investigations. No fines have been imposed on the Company.

 

The Company’s FACTS business remains under investigation in one other jurisdiction for anti-competitive practices. Management is cooperating fully with the antitrust authority in its investigation. An informed judgment about the outcome of that investigation or the amount of potential loss or range of loss for the Company, if any, relating to that investigation cannot be made at this stage.

 

Suspect payments

 

In April 2005, the Company voluntarily disclosed to the 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 (including to an employee of an Italian power generation company) 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.

 

36



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

In September 2010, the Company reached settlements with the DoJ and the SEC regarding their investigations into these matters and into suspect payments involving certain of the Company’s subsidiaries in the United Nations Oil-for-Food Program. In connection with these settlements, the Company agreed to make payments to the DoJ and SEC totaling $58 million, which were settled in the fourth quarter of 2010. One subsidiary of the Company pled guilty to one count of conspiracy to violate the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act and one count of violating those provisions. The Company entered into a deferred prosecution agreement and settled civil charges brought by the SEC. These settlements resolved the foregoing investigations. In lieu of an external compliance monitor, the DoJ and SEC have agreed to allow the Company to report on its continuing compliance efforts and the results of the review of its internal processes through September 2013.

 

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.

 

Liabilities recognized

 

At March 31, 2012, and December 31, 2011, the Company had aggregate liabilities of $205 million and $208 million, respectively, included in “Provisions and other current liabilities” and in “Other non-current liabilities”, for the above regulatory, compliance and legal contingencies. 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 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.

 

 

 

Maximum potential payments

 

($ in millions)

 

March  31, 2012

 

December 31, 2011

 

Performance guarantees

 

160

 

148

 

Financial guarantees

 

85

 

85

 

Indemnification guarantees

 

190

 

194

 

Total

 

435

 

427

 

 

In respect of the above guarantees, the carrying amounts of liabilities at March 31, 2012, and December 31, 2011, were not significant.

 

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 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 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

 

37



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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 amount payable of quantifiable guarantees issued by the Company on behalf of its former Power Generation business was $87 million, at both March 31, 2012, and December 31, 2011, and is subject to foreign exchange fluctuations. 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 although these have original maturity dates ranging from one to seven years, the Company has not yet been formally released from all of these guarantees. The maximum potential amount payable under the guarantees was approximately $8 million at both March 31, 2012, and December 31, 2011. 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 not significant at March 31, 2012, and December 31, 2011.

 

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 potential amount payable under the guarantees was approximately $7 million and $8 million, at March 31, 2012, and December 31, 2011, respectively.

 

The Company is engaged in executing a number of projects as a member of consortia that includes third parties. In certain of these cases, the Company guarantees not only its own performance but also the work of third parties. The original maturity dates of these guarantees range from one to four years. At March 31, 2012, and December 31, 2011, the maximum potential amount payable under these guarantees as a result of third-party non-performance was $58 million and $45 million, 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 both March 31, 2012, and December 31, 2011, the Company had a maximum potential amount payable of $85 million under financial guarantees outstanding. Of this amount, at both March 31, 2012, and December 31, 2011, $19 million was in respect of guarantees issued on behalf of companies in which the Company formerly had or has an equity interest. The guarantees outstanding have various maturity dates up to 2020.

 

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 potential 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 potential losses could not be calculated include indemnifications for legal claims. The significant indemnification guarantees for which maximum potential losses could be calculated are described below.

 

The Company delivered, to the purchasers of Lummus, guarantees related to assets and liabilities divested in 2007. The maximum potential amount payable relating to this business, pursuant to the sales agreement, at each of March 31, 2012, and December 31, 2011, was $50 million.

 

The Company delivered, to the purchasers of its interest in Jorf Lasfar, guarantees related to assets and liabilities divested in 2007. The maximum potential amount payable under such guarantees at March 31, 2012, and December 31, 2011, was $140 million and $141 million, respectively, and is subject to foreign exchange fluctuations.

 

Product and order-related contingencies

 

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

 

38



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The reconciliation of the “Provisions for warranties”, including guarantees of product performance, was as follows:

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Balance at January 1,

 

1,324

 

1,393

 

Warranties assumed through acquisitions

 

 

10

 

Claims paid in cash or in kind

 

(40

)

(35

)

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

 

19

 

2

 

Exchange rate differences

 

39

 

52

 

Balance at March 31,

 

1,342

 

1,422

 

 

Note 10. 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.

 

Net periodic benefit cost of the Company’s defined benefit pension and other postretirement benefit plans consisted of the following:

 

 

 

Three months ended March 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

57

 

60

 

 

1

 

Interest cost

 

96

 

99

 

3

 

3

 

Expected return on plan assets

 

(120

)

(123

)

 

 

Amortization of transition liability

 

 

 

 

 

Amortization of prior service cost

 

10

 

11

 

(2

)

(2

)

Amortization of net actuarial loss

 

21

 

18

 

1

 

1

 

Curtailments, settlements and special termination benefits

 

 

 

 

 

Net periodic benefit cost

 

64

 

65

 

2

 

3

 

 

Employer contributions were as follows:

 

 

 

Three months ended March 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Total contributions to defined benefit pension and other postretirement benefit plans

 

84

 

72

 

4

 

6

 

Of which, discretionary contributions to defined benefit pension plans

 

32

 

 

 

 

 

39



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The Company expects to make cash contributions totaling approximately $312 million and $18 million to its defined benefit pension plans and other postretirement benefit plans, respectively, for the full year 2012.

 

Note 11. Stockholders’ equity

 

Upon and in connection with each launch of the Company’s management incentive plan (MIP), the Company sold call options to a bank at fair value, giving the bank the right to acquire shares equivalent to the number of shares represented by the MIP warrants and warrant appreciation rights awarded to participants. In the first quarter of 2012, the bank exercised a portion of the call options it held. Consequently, the Company delivered 2.7 million treasury shares, resulting in a $48 million decrease in treasury stock.

 

Note 12. Earnings per share

 

Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the period, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise outstanding written call options and outstanding options and shares granted subject to certain conditions under the Company’s share-based payment arrangements.

 

Basic earnings per share

 

 

 

Three months ended March 31,

 

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

 

2012

 

2011

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Net income

 

685

 

655

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions)

 

2,292

 

2,284

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

Net income

 

0.30

 

0.29

 

 

Diluted earnings per share

 

 

 

Three months ended March 31,

 

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

 

2012

 

2011

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Net income

 

685

 

655

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions)

 

2,292

 

2,284

 

Effect of dilutive securities:

 

 

 

 

 

Call options and shares

 

2

 

5

 

Dilutive weighted-average number of shares outstanding

 

2,294

 

2,289

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

Net income

 

0.30

 

0.29

 

 

40



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 13. 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, Discrete Automation and Motion, Low Voltage Products and Process Automation. The remaining operations of the Company are included in Corporate and Other.

 

A description of the types of products and services provided by each reportable segment is as follows:

 

·                  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, software and services and incorporating components manufactured by both the Company and by third parties.

 

·                  Discrete Automation and Motion: manufactures and sells motors, generators, variable speed drives, rectifiers, excitation systems, robotics, programmable logic controllers, and related services for a wide range of applications in factory automation, process industries, and utilities.

 

·                  Low Voltage Products: manufactures products and systems that provide protection, control and measurement for electrical installations, as well as enclosures, switchboards, electronics and electromechanical devices for industrial machines, plants and related service. The segment also makes intelligent building control systems for home and building automation to improve comfort, energy efficiency and security.

 

·                  Process Automation: develops and sells control and plant optimization systems, automation products and solutions, including instrumentation, as well as industry-specific application knowledge and services for the oil, gas and petrochemicals, metals and minerals, marine and turbocharging, pulp and paper, chemical and pharmaceuticals and power 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 performance of its segments based on operational earnings before interest, taxes, depreciation and amortization (Operational EBITDA) and Operational EBITDA margin (being Operational EBITDA as a percentage of Operational revenues).

 

Operational EBITDA represents Earnings before interest and taxes (EBIT) excluding depreciation and amortization, restructuring and restructuring-related expenses, adjusted for the following: (i) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, (iii) unrealized foreign exchange movements on receivables/payables (and related assets/liabilities), (iv) acquisition-related expenses and (v) certain non-operational items.

 

Operational revenues are total revenues adjusted for the following: (i) unrealized gains and losses on derivatives, (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, and (iii) unrealized foreign exchange movements on receivables (and related assets).

 

The CODM primarily reviews the results of each segment on a basis that is before the elimination of profits made on inventory sales between segments. Segment results below are presented before these eliminations, with a total deduction for intersegment profits to arrive at the Company’s consolidated Operational EBITDA.

 

The following tables present segment revenues, Operational EBITDA, Operational EBITDA margin, as well as reconciliations of Operational EBITDA to EBIT and Operational revenues to Total revenues. Intersegment sales and transfers are accounted for as if the sales and transfers were to third parties, at current market prices.

 

41



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Three months ended March 31, 2012

 

($ in millions, except Operational
EBITDA margin in %)

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Operational
revenues

 

Operational
EBITDA
(1)

 

Operational
EBITDA
margin (%)

 

Power Products

 

2,093

 

420

 

2,513

 

2,497

 

363

 

14.5

%

Power Systems

 

1,750

 

57

 

1,807

 

1,780

 

117

 

6.6

%

Discrete Automation and Motion

 

2,043

 

199

 

2,242

 

2,240

 

417

 

18.6

%

Low Voltage Products

 

1,109

 

83

 

1,192

 

1,186

 

197

 

16.6

%

Process Automation

 

1,915

 

55

 

1,970

 

1,960

 

243

 

12.4

%

Corporate and Other

 

(3

)

369

 

366

 

364

 

(32

)

 

Intersegment elimination

 

 

(1,183

)

(1,183

)

(1,183

)

(77

)

 

Consolidated

 

8,907

 

 

8,907

 

8,844

 

1,228

 

13.9

%

 

 

 

Three months ended March 31, 2011

 

($ in millions, except Operational
EBITDA margin in %)

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Operational
revenues

 

Operational
EBITDA
(1)

 

Operational
EBITDA
margin (%)

 

Power Products

 

1,906

 

421

 

2,327

 

2,340

 

404

 

17.3

%

Power Systems

 

1,780

 

53

 

1,833

 

1,818

 

132

 

7.3

%

Discrete Automation and Motion

 

1,737

 

143

 

1,880

 

1,881

 

378

 

20.1

%

Low Voltage Products

 

1,121

 

74

 

1,195

 

1,194

 

262

 

21.9

%

Process Automation

 

1,848

 

52

 

1,900

 

1,888

 

246

 

13.0

%

Corporate and Other

 

10

 

353

 

363

 

362

 

(78

)

 

Intersegment elimination

 

 

(1,096

)

(1,096

)

(1,096

)

(25

)

 

Consolidated

 

8,402

 

 

8,402

 

8,387

 

1,319

 

15.7

%

 


(1) Operational EBITDA by segment is presented before the elimination of intersegment profits made on inventory sales.

 

42



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Three months ended March 31, 2012

 

($ in millions, except Operational
EBITDA margin in %)

 

Power
Products

 

Power
Systems

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Corporate
and Other
and
Intersegment
elimination

 

Consolidated

 

Operational revenues

 

2,497

 

1,780

 

2,240

 

1,186

 

1,960

 

(819

)

8,844

 

Unrealized gains and losses on derivatives

 

19

 

54

 

1

 

11

 

17

 

1

 

103

 

Realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized

 

1

 

(10

)

1

 

 

(1

)

1

 

(8

)

Unrealized foreign exchange movements on receivables (and related assets)

 

(4

)

(17

)

 

(5

)

(6

)

 

(32

)

Total revenues

 

2,513

 

1,807

 

2,242

 

1,192

 

1,970

 

(817

)

8,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

363

 

117

 

417

 

197

 

243

 

(109

)

1,228

 

Depreciation and amortization

 

(52

)

(41

)

(61

)

(28

)

(20

)

(51

)

(253

)

Acquisition-related expenses and certain non-operational items

 

 

 

(4

)

(3

)

 

26

 

19

 

Unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives)

 

38

 

40

 

6

 

21

 

21

 

3

 

129

 

Realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized

 

(3

)

(10

)

1

 

(1

)

(1

)

2

 

(12

)

Unrealized foreign exchange movements on receivables/payables (and related assets/liabilities)

 

(10

)

(16

)

(4

)

(6

)

(9

)

(1

)

(46

)

Restructuring and restructuring-related expenses

 

(13

)

(2

)

(1

)

 

 

(1

)

(17

)

EBIT

 

323

 

88

 

354

 

180

 

234

 

(131

)

1,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

14.5

%

6.6

%

18.6

%

16.6

%

12.4

%

 

13.9

%

 

43



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Three months ended March 31, 2011

 

($ in millions, except Operational
EBITDA margin in %)

 

Power
Products

 

Power
Systems

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Corporate
and Other
and
Intersegment
elimination

 

Consolidated

 

Operational revenues

 

2,340

 

1,818

 

1,881

 

1,194

 

1,888

 

(734

)

8,387

 

Unrealized gains and losses on derivatives

 

(18

)

17

 

(7

)

2

 

(4

)

 

(10

)

Realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized

 

(4

)

11

 

 

 

2

 

 

9

 

Unrealized foreign exchange movements on receivables (and related assets)

 

9

 

(13

)

6

 

(1

)

14

 

1

 

16

 

Total revenues

 

2,327

 

1,833

 

1,880

 

1,195

 

1,900

 

(733

)

8,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

404

 

132

 

378

 

262

 

246

 

(103

)

1,319

 

Depreciation and amortization

 

(47

)

(30

)

(63

)

(27

)

(20

)

(44

)

(231

)

Acquisition-related expenses and certain non-operational items

 

 

 

(92

)

 

 

 

(92

)

Unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives)

 

(15

)

20

 

4

 

4

 

18

 

(7

)

24

 

Realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized

 

(1

)

6

 

 

 

 

 

5

 

Unrealized foreign exchange movements on receivables/payables (and related assets/liabilities)

 

7

 

(18

)

(2

)

(4

)

5

 

1

 

(11

)

Restructuring and restructuring-related expenses

 

2

 

(5

)

 

 

2

 

 

(1

)

EBIT

 

350

 

105

 

225

 

235

 

251

 

(153

)

1,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

17.3

%

7.3

%

20.1

%

21.9

%

13.0

%

 

15.7

%

 

 

 

Total assets(1)

 

($ in millions)

 

March 31 2012

 

December 31, 2011

 

Power Products

 

7,307

 

7,355

 

Power Systems

 

8,064

 

7,469

 

Discrete Automation and Motion

 

9,335

 

9,195

 

Low Voltage Products

 

3,426

 

3,333

 

Process Automation

 

4,831

 

4,777

 

Corporate and Other

 

10,045

 

7,519

 

Consolidated

 

43,008

 

39,648

 

 


(1) Total assets are after intersegment eliminations and therefore refer to third-party assets only.

 

44



 

ABB Ltd

 

 

TRAKTANDEN UND BESCHLÜSSE

AGENDA AND RESOLUTIONS

 

 

der ordentlichen Generalversammlung der Aktionärinnen und Aktionäre

from the Annual General Meeting of Shareholders

 

 

vom 26. April 2012, 10.00 Uhr

held on April 26, 2012, 10:00 a.m.

 

 

in der “Messe Zürich-Halle”, Zürich-Oerlikon / CH

in the “Messe Zürich hall”, Zürich-Oerlikon / CH

 

 

1.      Berichterstattung über das Geschäftsjahr 2011

 

1.      Reporting for fiscal year 2011

 

(Nur Berichterstattung)

 

(Reporting only)

 

 

2.1    Genehmigung des Jahresberichts, der Konzernrechnung und der Jahresrechnung 2011

 

2.1           Approval of the annual report, the consolidated financial statements, and the annual financial statements for 2011

 

Die Generalversammlung genehmigt den Jahresbericht, die Konzernrechnung und die Jahresrechnung 2011.

 

The Annual General Meeting approves the annual report, the consolidated financial statements, and the annual financial statements for 2011.

 

45



 

2.2    Konsultativabstimmung über den Vergütungsbericht 2011

 

2.2    Consultative vote on the 2011 remuneration report

 

Die Generalversammlung stimmt dem Vergütungsbericht 2011 (gemäss Seiten 29-41 des Geschäftsberichts, deutsche Version) zu (unverbindliche Konsultativabstimmung).

 

The Annual General Meeting accepts the remuneration report 2011 (as per pages 29-39 of the annual report, English version) (non-binding consultative vote).

 

 

3.      Entlastung des Verwaltungsrats und der mit der Geschäftsführung betrauten Personen

 

3.      Discharge of the Board of Directors and the persons entrusted with management

 

Die Generalversammlung erteilt den Mitgliedern des Verwaltungsrats und den mit der Geschäftsführung betrauten Personen Entlastung für das Geschäftsjahr 2011.

 

The Annual General Meeting discharges the members of the Board of Directors and the persons entrusted with management for fiscal 2011.

 

 

4.      Verwendung des Bilanzgewinns und Ausschüttung von Kapitaleinlagereserven

 

4.      Appropriation of available earnings and distribution of capital contribution reserve

 

Die Generalversammlung stimmt dem Antrag des Verwaltungsrats zu,

 

The Annual General Meeting approves the proposal of the Board of Directors

 

a)         den Bilanzgewinn 2011 von CHF 3’297’518’216 auf neue Rechnung vorzutragen;

 

to carry forward the available earnings for 2011 in the amount of  CHF 3,297,518,216;

 

b)        Kapitaleinlagereserven im Betrag von CHF 0.65 je Aktie in andere Reserven umzuwandeln und eine Dividende für 2011 von CHF 0.65 je Aktie auszuschütten.

 

to convert capital contribution reserve to other reserves in the amount of CHF 0.65 per share and subsequently distribute a dividend for the fiscal year 2011 of CHF 0.65 per share.

 

46



 

5.      Wiederwahlen in den Verwaltungsrat

 

5.      Re-elections to the Board of Directors

 

Die Generalversammlung wählt gemäss Antrag des Verwaltungsrats folgende Mitglieder des Verwaltungsrats für eine weitere Amtsdauer von einem Jahr, d.h. bis zur ordentlichen Generalversammlung 2013, wieder:

 

The Annual General Meeting re-elects, as proposed by the Board of Directors, the following persons as members of the Board of Directors for a further period of one year, i.e. until the Annual General Meeting 2013:

 

·              Roger Agnelli

·              Louis R. Hughes

·              Hans Ulrich Märki

·              Michel de Rosen

·              Michael Treschow

·              Jacob Wallenberg

·              Ying Yeh

·              Hubertus von Grünberg

 

6.      Wiederwahl der Revisionsstelle

 

6.      Re-election of the auditors

 

Die Generalversammlung wählt gemäss Antrag des Verwaltungsrats die Ernst & Young AG als Revisionsstelle für das Geschäftsjahr 2012 wieder.

 

The Annual General Meeting re-elects, as proposed by the Board of Directors, Ernst & Young AG as the auditors for fiscal 2012.

 

 

 

Für das Protokoll:

 

For the minutes:

 

 

 

 

Zürich, 26. April 2012

Diane de Saint Victor

 

Leiterin Konzern-Rechtsabteilung und
Sekretärin des Verwaltungsrats

 

General Counsel and Secretary to the Board of Directors

 

47



 

ABB shareholders approve all board proposals

 

All board members re-elected for another term; dividend raised to 0.65 Swiss francs

 

Zurich, Switzerland, April 26, 2012 — Shareholders of ABB, the leading power and automation technology group, have approved all proposals submitted by the Board of Directors to the company’s annual general meeting in Zurich today.

 

They re-elected all eight members of the board for another annual term. The board intends to reappoint Hubertus von Grünberg as its chairman.

 

Shareholders voted to raise the dividend to 0.65 Swiss francs per share for 2011 from 0.60 francs in the previous year. They also approved the annual report, the consolidated financial statements and the annual financial statements for 2011.

 

A total of 1,000 shareholders attended the annual general meeting and 61.4 percent of the total share capital was represented.

 

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 135,000 people.

 

For more information please contact:

 

ABB Group Media Relations:

Thomas Schmidt, Antonio Ligi

(Zurich, Switzerland)

Tel: +41 43 317 6568

media.relations@ch.abb.com

 

48



 

January — March 2012 — Q1

 

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 (“WARs”), in the following amounts:

 

Name

 

Date

 

Description

 

Purchased or Granted

 

Sold

 

Price

 

Joe Hogan*

 

30.3.2012

 

Shares

 

31,500

 

 

 

CHF 18.52

 

Michel Demaré*

 

30.3.2012

 

Shares

 

23,837

 

 

 

CHF 18.52

 

Gary Steel*

 

30.3.2012

 

Shares

 

11,843

 

 

 

CHF 18.52

 

Ulrich Spiesshofer*

 

30.3.2012

 

Shares

 

11,302

 

 

 

CHF 18.52

 

Diane de Saint Victor*

 

30.3.2012

 

Shares

 

11,383

 

 

 

CHF 18.52

 

Bernhard Jucker*

 

30.3.2012

 

Shares

 

13,013

 

 

 

CHF 18.52

 

Veli-Matti Reinikkala*

 

30.3.2012

 

Shares

 

11,321

 

 

 

CHF 18.52

 

Tarak Mehta*

 

30.3.2012

 

Shares

 

3,903

 

 

 

CHF 18.52

 

 

Key:

* Shares were granted under the 2009 ABB Long Term Incentive Plan (LTIP)

 

49



 

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: April 26, 2012

By:

/s/ Michel Demaré

 

Name:

Michel Demaré

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

By:

/s/ Richard A. Brown

 

Name:

Richard A. Brown

 

Title:

Group Senior Vice President and
Chief Counsel Corporate & Finance

 

50