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 2013

 

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 24, 2013.

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

3.              Agenda and resolutions from the ABB Ltd General Meeting of Shareholders held on April 25, 2013.

4.              Press release issued by ABB Ltd dated April 25, 2013.

 

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

 

2



 

Press Release

 

ABB Q1: Revenue growth, improved profitability

 

·                                Improved portfolio and geographic balance generates solid results in a mixed market

·                                Revenues steady to higher in all divisions(1); Thomas & Betts on track

·                                Operational EBITDA(2) and margin higher, continued solid execution on cost savings

 

Zurich, Switzerland, April 24, 2013 — ABB today reported its first-quarter 2013 results, highlighting revenue growth and improved operational profitability2 despite a weak business environment.

 

“Given the continued uncertainties in the global economy, this is a satisfactory start to 2013,” said ABB Chief Executive Officer Joe Hogan. “We continued to execute well, successfully balancing solid cost discipline with targeted growth in businesses and regions where we have competitive advantages, especially in areas like industrial efficiency, power reliability and renewable energy.

 

“Our balanced portfolio and global footprint contributed to the resilient performance, allowing us to find and capture growth opportunities in a mixed market. For example, we won some key orders in marine, mining, and robotics, and increased emerging market orders by 10 percent. We lifted total revenues on both an organic and inorganic basis.

 

“Our execution on cost remained strong, with tight discipline on G&A expenses,” Hogan said. “Continued success in sourcing and productivity improvements saved us about $260 million.

 

“The Thomas and Betts integration and synergies are on track. We’re very pleased with this acquisition and the improved balance it gives us in the North American market.

 

“The Power Products team turned in another good performance, with an operational EBITDA margin of 14.9 percent, again within our guidance of 14.5 to 15.0 percent range for the full year, thanks to solid execution on cost and selective growth initiatives in more profitable end markets.

 

“We achieved these results despite continued demand headwinds,” Hogan said. “Growth in the US decelerated further in the quarter and industrial investments in much of Europe remained mixed. Cash flow was lower than we’d like, but it was largely expected and mainly reflects the timing of project execution, so we expect to see that recover over the coming quarters.

 

“For the rest of the year, we’ll continue to focus on the cost-growth balance. Macroeconomic indicators remain unclear, which makes it tough to predict how the early-cycle businesses will perform. However, our strong order backlog will help mitigate some of that uncertainty, and we’re confident that our better balance across businesses and regions will continue to provide us with profitable growth opportunities.”

 

2013 Q1 key figures

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 13

 

Q1 12

 

US$

 

Local

 

Organic(3)

 

Orders

 

10’492

 

10’368

 

1

%

2

%

-4

%

Order backlog (end March)

 

29’614

 

29’910

 

-1

%

2

%

 

 

Revenues

 

9’715

 

8’907

 

9

%

10

%

3

%

EBIT

 

1’052

 

1’048

 

0

%

 

 

 

 

as % of revenues

 

10.8

%

11.8

%

 

 

 

 

 

 

Operational EBITDA

 

1’458

 

1’228

 

19

%

 

 

 

 

as % of operational revenues

 

15.0

%

13.9

%

 

 

 

 

 

 

Net income attributable to ABB

 

664

 

685

 

-3

%

 

 

 

 

Basic net income per share ($)

 

0.29

 

0.30

 

 

 

 

 

 

 

Cash flow from operating activities

 

(223

)

(22

)

n.a.

 

 

 

 

 

 


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

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

(3)  Organic changes are in local currencies and exclude Thomas & Betts (T&B) acquired in May 2012

 

3



 

Summary of Q1 results

 

Growth overview

 

Market conditions remained mixed, with demand in key end markets such as oil and gas, mining, marine and utilities varying by region, product and customer. In this environment, ABB’s geographic, technology and channel scope mitigated some of the market turbulence and allowed the company to tap opportunities for profitable growth.

 

For example, industrial customers continued to invest in high-efficiency production technologies to generate more from their existing assets, such as the $260-million, 9-year order to supply integrated services for offshore oil and gas facilities in Norway. Targeted capital expenditures in important end markets also continued and included an order for mine hoists from a major customer in Russia.

 

Utilities made further selective power transmission investments to expand and upgrade their grids. ABB won a $110-million order to link the Lithuanian and Poland power grids, and a $150-million order to supply ultra-high voltage direct current equipment to the world’s highest capacity power transmission link in China.

 

Overall, ABB’s orders received in the quarter declined 4 percent on an organic basis (2 percent higher including T&B) compared to the first quarter of 2012. Base orders (below $15 million) were 5 percent lower on an organic basis (2 percent higher including T&B), mainly reflecting softer demand for early-cycle products. Service orders declined by 3 percent in the quarter—partly due to the continued exit from those full service contracts having lower pull-through of high-value ABB products—and represented 19 percent of total orders. Emerging market orders increased 10 percent and represented 48 percent of total orders. Large orders (above $15 million) were up slightly in the quarter and represented 14 percent of total orders, unchanged from the year-earlier period.

 

Revenues increased in the first quarter on both an organic (up 3 percent) and inorganic basis (up 10 percent), as execution of the strong order backlog helped offset early-cycle order and revenue weakness. T&B contributed approximately $590 million to orders and revenues. Service revenues increased by 3 percent in the quarter.

 

Q1 2013 orders received and revenues by region

 

$ millions unless

 

Orders received

 

Change

 

Revenues

 

Change

 

otherwise indicated

 

Q1 13

 

Q1 12

 

US$

 

Local

 

Q1 13

 

Q1 12

 

US$

 

Local

 

Europe

 

3’884

 

3’894

 

0

%

-1

%

3’377

 

3’386

 

0

%

-1

%

The Americas

organic

 

2’798

2331

 

2’695

 

4
-14

%
%

5
-12

%
%

2’824
2’357

 

2’326

 

21
1

%
%

23
3

%%

Asia

 

2’815

 

2’766

 

2

%

2

%

2’544

 

2’323

 

10

%

10

%

Middle East and Africa

 

995

 

1’013

 

-2

%

3

%

970

 

872

 

11

%

14

%

Group total

 

10’492

 

10’368

 

1

%

2

%

9’715

 

8’907

 

9

%

10

%

 

Orders in Europe were flat as strong increases in eastern Europe—especially Russia—offset order declines in both northern and southern Europe, including Germany and Italy. On an organic basis, orders in the Americas declined, mainly the result of lower large orders in power and oil and gas. Asia orders increased on the back of 20-percent order growth in China, while the Middle East and Africa was steady, with strong demand for renewable energy solutions in South Africa offsetting a decline in large orders in the Middle East.

 

4



 

Q1 2013 orders received and revenues by division

 

$ millions unless

 

Orders received

 

Change

 

Revenues

 

Change

 

otherwise indicated

 

Q1 2013

 

Q1 2012

 

US$

 

Local

 

Q1 2013

 

Q1 2012

 

US$

 

Local

 

Discrete Automation & Motion

 

2’485

 

2’678

 

-7

%

-7

%

2’327

 

2’242

 

4

%

4

%

Low Voltage Products

 

1’934

 

1’337

 

45

%

47

%

1’777

 

1’192

 

49

%

51

%

Organic

 

1,342

 

 

 

0

%

1

%

1,185

 

 

 

-1

%

0

%

Process Automation

 

2’500

 

2’540

 

-2

%

-1

%

1’978

 

1’970

 

0

%

1

%

Power Products

 

2’859

 

3’117

 

-8

%

-8

%

2’489

 

2’513

 

-1

%

0

%

Power Systems

 

1’637

 

1’958

 

-16

%

-15

%

2’051

 

1’807

 

14

%

15

%

Corporate and other (inter-division eliminations)

 

(923

)

(1’262)

 

 

 

 

 

(907

)

(817

)

 

 

 

 

ABB Group

 

10’492

 

10’368

 

1

%

2

%

9’715

 

8’907

 

9

%

10

%

 

Discrete Automation and Motion: Higher large orders in robotics and for power conversion equipment in the rail industry could not offset order declines in motors and drives resulting from generally weaker early-cycle demand. Revenues increased on the execution of the strong order backlog, especially in robotics. Service revenues increased 5 percent.

 

Low Voltage Products: Orders and revenues were flat on an organic basis as early-cycle demand remained near the low levels seen a year-earlier in most regions. Service orders and revenues grew at a double-digit pace.

 

Process Automation: Order growth in mining and marine was offset by declines in metals and pulp and paper. Oil and gas orders were flat, with growth in base orders offset by lower large orders. Service orders decreased, mainly due to several upgrade projects booked last year which were not repeated. Higher marine revenues compensated lower revenues in other businesses. Total service revenues increased 4 percent.

 

Power Products: The change in orders received reflects continued project selectivity in a challenging market and a comparison with a strong first quarter of 2012. Revenues were unchanged from a year earlier and included a higher share of distribution and industry-related sales.

 

Power Systems: The order decline partly reflects the timing of large project awards as well as increased selectivity in project tendering in order to reduce risks and secure more value-added ABB product pull-through. Revenues were higher across all businesses in the quarter and service revenues also grew.

 

Earnings overview

 

Earnings before interest and taxes (EBIT) amounted to approximately $1.1 billion, steady compared to the same quarter in 2012. Included in EBIT are the net impacts of foreign exchange and commodity timing differences(4), which reduced EBIT in the first quarter of 2013 by $62 million and increased EBIT

 


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

 

5



 

in the same period a year earlier by $71 million. Also included in EBIT is acquisition-related amortization of $93 million, compared to $66 million a year earlier.

 

Operational EBITDA in the first quarter of 2013 amounted to $1.5 billion, an increase of 19 percent compared to the relatively weak first quarter a year earlier. T&B contributed approximately $100 million to operational EBITDA.

 

The Group’s operational EBITDA margin increased by 1.1 percentage points compared to the same period in 2012, as sourcing initiatives and operational improvements produced cost savings of approximately $260 million compensated lower-margin orders being executed out of the power backlog. Margins were supported by improved capacity utilization and stricter discipline in selling, general and administrative (SG&A) expenses that better reflect current market conditions.

 

Q1 2013 earnings and cash flows by division

 

$ millions unless

 

Operational EBITDA

 

change in

 

Op EBITDA
margin %
(5)

 

Cash flow from
operating activities

 

change in

 

otherwise indicated

 

Q1 13

 

Q1 12

 

US$

 

Q1 13

 

Q1 12

 

Q1 13

 

Q1 12

 

US$

 

Discrete Automation and Motion

 

416

 

417

 

0

%

17.8

%

18.6

%

179

 

103

 

74

%

Low Voltage Products

 

320

 

197

 

62

%

18.0

%

16.6

%

3

 

45

 

-93

%

Organic

 

222

 

 

 

 

 

18.7

%

 

 

 

 

 

 

 

 

Process Automation

 

259

 

243

 

7

%

13.1

%

12.4

%

14

 

(18

)

n.a.

 

Power Products

 

372

 

363

 

2

%

14.9

%

14.5

%

34

 

123

 

-72

%

Power Systems

 

169

 

117

 

44

%

8.3

%

6.6

%

(188

)

(48

)

-292

%

Corporate and other

 

(78

)

(109

)

 

 

 

 

 

 

(265

)

(227

)

-17

%

ABB Group

 

1’458

 

1’228

 

19

%

15.0

%

13.9

%

(223

)

(22

)

n.a.

 

 

Discrete Automation and Motion: Stable earnings with lower margins primarily reflect a change in product mix versus the year-earlier period, driven in part by increased system revenues where margins are below the divisional average. The change in margins also reflects higher investments in selling and R&D compared to the same quarter in 2012. Higher cash from operations primarily reflects improved inventory management.

 

Low Voltage Products: The increase in operational EBITDA resulted primarily from the contribution of approximately $100 million from T&B. The operational EBITDA margin increased as a result of cost reductions and improved capacity utilization in several markets.

 

Process Automation: Higher operational EBITDA and margins primarily reflect improved project execution and lower SG&A expenses as a percentage of revenues compared to the same quarter in 2012. Profitability was also supported by strong margins in the service business.

 

Power Products: The increase in the operational EBITDA margin was mainly driven by a favorable business mix while cost savings mostly offset the price pressure from the execution of the order backlog.

 


(5)  See computation of operational EBITDA margin % in Note 13 to the Interim Consolidated Financial Information (unaudited)

 

6



 

Power Systems: Higher operational EBITDA margins mainly reflect improved project execution along with a more favorable mix of projects being executed from the order backlog compared to the same quarter a year earlier. Measures announced in the fourth quarter of 2012 to improve profitability and consistency of results continued in the first quarter but had no significant impact on earnings.

 

Net income

 

Net income for the quarter decreased 3 percent to $664 million, which included net foreign currency and derivative impacts, as well as amortization related to acquisitions as described earlier. Finance net(6) increased to $79 million from $38 million in the same quarter in 2012, reflecting the increase in total debt compared to one year ago. Basic earnings per share in the first quarter amounted to $0.29 versus $0.30 a year earlier.

 

Balance sheet and cash flow

 

Total debt amounted to $9.1 billion compared to $6.2 billion in the first quarter of 2012 and $10.1 billion at the end of 2012. The year-over-year increase primarily resulted from the issuance of approximately $3 billion of bonds in the US and Australia to secure long-term funding at attractive rates.

 

Net debt(6) was $2.1 billion at the end of March 2013 versus net cash(6) of $1.4 billion at the same time a year earlier. The net debt-to-EBITDA ratio(6) at the end of March 2013 was 0.4x, well within the range the company believes is required to maintain its single-A credit rating.

 

ABB reported cash outflows from operations of $223 million, weaker than in the first quarter in 2012, reflecting a combination of higher net working capital needed to execute large projects and the timing of customer advances, both factors related mainly to the power businesses. Net working capital as a share of revenues(6) amounted to 16.4 percent, an increase of 0.8 percentage points versus the end of the quarter a year earlier.

 

Technology and innovation

 

ABB announced a number of new products during the quarter, particularly in the area of power electronics. For example, the company launched a new 1,000 kilowatt high-efficiency solar inverter to reduce overall system costs for photovoltaic power generation, and the most compact truly modular uninterrupted power supply (UPS) on the market. A new onboard direct current (DC) power grid for marine applications allows ship operators to optimize generator speeds for lower fuel consumption as well as reducing space requirements and increasing system flexibility. In April, ABB announced the development of an innovative high voltage circuit breaker solution for power transmission with an integrated fiber optic current sensor which simplifies substation design, significantly reduces footprint requirements and is smart grid-enabled. ABB also launched the first low-voltage circuit breaker with integrated energy management functions, which has the potential to achieve annual energy savings equivalent to the electricity consumption of 1.4 million EU households per year.

 

Acquisitions

 

ABB and US-based Power-One announced earlier this week that their boards of directors have agreed to a transaction in which ABB will acquire Power-One for approximately $1 billion. The transaction would position ABB as a leading global supplier of solar inverters — the “intelligence” behind a solar photovoltaic system — to a market expected to grow by more than 10 percent per year over the

 


(6)  See reconciliation of non-GAAP measures in Appendix 1

 

7



 

medium term. The transaction expected to close in the second half of 2013, subject to shareholder and regulatory approvals.

 

Outlook

 

Our long-term growth drivers—such as the need for greater industrial productivity, more reliable and efficient power delivery and growth in renewables—remain in place. Shorter-term trends such as industrial production growth and government policy are expected to remain the key drivers of demand over the rest of 2013. There are no clear changes in demand trends visible as we head into the second quarter of 2013.

 

In a market environment in which near-term uncertainty is likely to remain, we will continue to focus on executing our large order backlog and taking advantage of our broad product and geographic scope to capture profitable growth opportunities in line with our 2011-15 targets.

 

This will be supported by our ongoing initiatives to improve margins and project selection and execution. Growing service revenues, securing the synergies from recent acquisitions, increasing customer satisfaction and successfully commercializing our pipeline of innovative technologies will remain important contributors to our growth and profitability targets.

 

We will continue to drive cost savings and productivity improvements equivalent to 3-5 percent of cost of sales every year through improved supply management, better quality and higher returns on investments in sales and R&D. We remain committed to delivering higher cash to shareholders and improving returns on our capital investments in both organic and inorganic growth.

 

8



 

More information

 

The 2013 Q1 results press release is available from April 24, 2013, 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 2013 results will be available at 06:30 am today at www.youtube.com/abb.

 

ABB will host a media conference call starting at 10:00 a.m. Central European Time (CET). Callers from the US and Canada should dial +1 866 291 41 66 ( Toll-Free). U.K. callers should dial +44 203 059 5862. From Sweden, +46 8 5051 0031, and from the rest of Europe, +41 91 610 5600. 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: +44 207 108 6233 (U.K.), +41 91 612 4330 (rest of Europe) or +1 866 416 2558 (U.S./Canada). The code is 13241, 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 3:00 p.m. CET (2:00 p.m. in the UK, 9:00 a.m. EDT). Callers should dial +1 877 270 2148 from the US/Canada (toll-free), +44 203 059 5862 from the U.K., +46 8 5051 0031 (Sweden) 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/investorrelations.

 

Investor calendar 2013

 

Annual General Meeting Zurich, Switzerland

April 25, 2013

Annual Information Meeting Västerås, Sweden

April 26, 2013

Second-quarter 2013 results

July 25, 2013

Third-quarter 2013 results

October 24, 2013

 

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 145,000 people.

 

Zurich, April 24, 2013

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” 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. +1 919 856 3827

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) 2013 key figures

 

 

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

 

 

Q1 13

 

Q1 12

 

US$

 

Local

 

Orders

 

Group

 

10’492

 

10’368

 

1

%

2

%

 

 

Discrete Automation & Motion

 

2’485

 

2’678

 

-7

%

-7

%

 

 

Low Voltage Products

 

1’934

 

1’337

 

45

%

47

%

 

 

Process Automation

 

2’500

 

2’540

 

-2

%

-1

%

 

 

Power Products

 

2’859

 

3’117

 

-8

%

-8

%

 

 

Power Systems

 

1’637

 

1’958

 

-16

%

-15

%

 

 

Corporate and other
(inter-division eliminations)

 

(923

)

(1’262

)

 

 

 

 

Revenues

 

Group

 

9’715

 

8’907

 

9

%

10

%

 

 

Discrete Automation & Motion

 

2’327

 

2’242

 

4

%

4

%

 

 

Low Voltage Products

 

1’777

 

1’192

 

49

%

51

%

 

 

Process Automation

 

1’978

 

1’970

 

0

%

1

%

 

 

Power Products

 

2’489

 

2’513

 

-1

%

0

%

 

 

Power Systems

 

2’051

 

1’807

 

14

%

15

%

 

 

Corporate and other
(inter-division eliminations)

 

(907

)

(817

)

 

 

 

 

EBIT

 

Group

 

1’052

 

1’048

 

0

%

 

 

 

 

Discrete Automation & Motion

 

337

 

354

 

-5

%

 

 

 

 

Low Voltage Products

 

232

 

180

 

29

%

 

 

 

 

Process Automation

 

224

 

234

 

-4

%

 

 

 

 

Power Products

 

283

 

323

 

-12

%

 

 

 

 

Power Systems

 

105

 

88

 

19

%

 

 

 

 

Corporate and other
(inter-division eliminations)

 

(129

)

(131

)

 

 

 

 

EBIT %

 

Group

 

10.8

%

11.8

%

 

 

 

 

 

 

Discrete Automation & Motion

 

14.5

%

15.8

%

 

 

 

 

 

 

Low Voltage Products

 

13.1

%

15.1

%

 

 

 

 

 

 

Process Automation

 

11.3

%

11.9

%

 

 

 

 

 

 

Power Products

 

11.4

%

12.9

%

 

 

 

 

 

 

Power Systems

 

5.1

%

4.9

%

 

 

 

 

Operational EBITDA*

 

Group

 

1’458

 

1’228

 

19

%

 

 

 

 

Discrete Automation & Motion

 

416

 

417

 

0

%

 

 

 

 

Low Voltage Products

 

320

 

197

 

62

%

 

 

 

 

Process Automation

 

259

 

243

 

7

%

 

 

 

 

Power Products

 

372

 

363

 

2

%

 

 

 

 

Power Systems

 

169

 

117

 

44

%

 

 

 

 

Corporate and other
(inter-division eliminations)

 

(78

)

(109

)

 

 

 

 

Operational EBITDA margin %*

 

Group

 

15.0

%

13.9

%

 

 

 

 

 

 

Discrete Automation & Motion

 

17.8

%

18.6

%

 

 

 

 

 

 

Low Voltage Products

 

18.0

%

16.6

%

 

 

 

 

 

 

Process Automation

 

13.1

%

12.4

%

 

 

 

 

 

 

Power Products

 

14.9

%

14.5

%

 

 

 

 

 

 

Power Systems

 

8.3

%

6.6

%

 

 

 

 

 


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

 

10



 

Operational EBITDA Q1 2013 vs Q1 2012

 

 

 

ABB

 

Discrete Automation
& Motion

 

Low Voltage
Products

 

Process Automation

 

Power Products

 

Power Systems

 

 

 

Q1 13

 

Q1 12

 

Q1 13

 

Q1 12

 

Q1 13

 

Q1 12

 

Q1 13

 

Q1 12

 

Q1 13

 

Q1 12

 

Q1 13

 

Q1 12

 

Operational revenues

 

9’721

 

8’844

 

2’331

 

2’240

 

1’779

 

1’186

 

1’983

 

1’960

 

2’503

 

2’497

 

2’032

 

1’780

 

FX/commodity timing differences on Revenues

 

(6

)

63

 

(4

)

2

 

(2

)

6

 

(5

)

10

 

(14

)

16

 

19

 

27

 

Revenues (as per Financial Statements)

 

9’715

 

8’907

 

2’327

 

2’242

 

1’777

 

1’192

 

1’978

 

1’970

 

2’489

 

2’513

 

2’051

 

1’807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

1’458

 

1’228

 

416

 

417

 

320

 

197

 

259

 

243

 

372

 

363

 

169

 

117

 

Depreciation

 

(205

)

(166

)

(34

)

(33

)

(47

)

(26

)

(16

)

(16

)

(51

)

(42

)

(20

)

(16

)

Amortization

 

(116

)

(87

)

(30

)

(28

)

(32

)

(2

)

(4

)

(4

)

(7

)

(10

)

(25

)

(25

)

including total acquisition-related amortization of

 

(93

)

(66

)

(26

)

(27

)

(30

)

(1

)

(3

)

(3

)

(5

)

(8

)

(23

)

(22

)

Acquisition-related expense and certain non-operational items

 

(4

)

19

 

(2

)

(4

)

(2

)

(3

)

 

 

 

 

 

 

FX/commodity timing differences on EBIT

 

(62

)

71

 

(12

)

3

 

(3

)

14

 

(12

)

11

 

(24

)

25

 

(14

)

14

 

Restructuring-related costs

 

(19

)

(17

)

(1

)

(1

)

(4

)

 

(3

)

 

(7

)

(13

)

(5

)

(2

)

EBIT (as per Financial Statements)

 

1’052

 

1’048

 

337

 

354

 

232

 

180

 

224

 

234

 

283

 

323

 

105

 

88

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

15.0

%

13.9

%

17.8

%

18.6

%

18.0

%

16.6

%

13.1

%

12.4

%

14.9

%

14.5

%

8.3

%

6.6

%

 

Appendix I

Reconciliation of non-GAAP measures

(US$ millions)

 

 

 

Three months ended March 31,

 

 

 

 

 

2013

 

2012

 

 

 

Finance Net

 

 

 

 

 

 

 

= Interest and dividend income + Interest and other finance expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

18

 

19

 

 

 

Interest and other finance expense

 

(97

)

(57

)

 

 

Finance Net

 

(79

)

(38

)

 

 

 

 

 

Mar. 31,

 

Dec. 31,

 

Mar. 31,

 

 

 

2013

 

2012

 

2012

 

Net (Debt), Net Cash

 

 

 

 

 

 

 

= Cash and equivalents plus Marketable securities and short-term investments, less Total debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

5’455

 

6’875

 

5’751

 

Marketable securities and short-term investments

 

1’591

 

1’606

 

1’837

 

Cash and Marketable securities

 

7’046

 

8’481

 

7’588

 

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

 

1’683

 

2’537

 

812

 

Long-term debt

 

7’430

 

7’534

 

5’364

 

Total debt

 

9’113

 

10’071

 

6’176

 

Net (Debt), Net Cash

 

(2’067

)

(1’590

)

1’412

 

 

 

 

Mar. 31,

 

 

 

 

 

 

 

2013

 

 

 

 

 

Net Debt to EBITDA

 

 

 

 

 

 

 

= Net Debt / EBITDA for the trailing 12 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Debt (as defined above)

 

(2’067

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before interest and taxes for the three months ended:

 

 

 

 

 

 

 

March 31, 2013

 

1’052

 

 

 

 

 

December 31, 2012

 

863

 

 

 

 

 

September 30, 2012

 

1’146

 

 

 

 

 

June 30, 2012

 

1’001

 

 

 

 

 

Depreciation and amortization for the three months ended:

 

 

 

 

 

 

 

March 31, 2013

 

321

 

 

 

 

 

December 31, 2012

 

341

 

 

 

 

 

September 30, 2012

 

307

 

 

 

 

 

June 30, 2012

 

281

 

 

 

 

 

Total EBITDA for the trailing 12 months

 

5’312

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Debt to EBITDA

 

0.4

 

 

 

 

 

 

 

 

Mar. 31,

 

Mar. 31,

 

 

 

 

 

2013

 

2012

 

 

 

Net Working Capital as a percentage of Revenues

 

 

 

 

 

 

 

= Net Working Capital / Adjusted Revenues for the trailing 12 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

11’941

 

11’157

 

 

 

Inventories, net

 

6’267

 

6’356

 

 

 

Prepaid expenses

 

322

 

288

 

 

 

Accounts payable, trade

 

(4’705

)

(4’738

)

 

 

Billings in excess of sales

 

(1’920

)

(1’999

)

 

 

Employee and other payables

 

(1’372

)

(1’430

)

 

 

Advances from customers

 

(2’002

)

(1’905

)

 

 

Accrued expenses

 

(1’878

)

(1’722

)

 

 

Net Working Capital

 

6’653

 

6’007

 

 

 

 

 

 

 

 

 

 

 

Revenues for the three months ended:

 

 

 

 

 

 

 

March 31, 2013 / 2012

 

9’715

 

8’907

 

 

 

December 31, 2012 / 2011

 

11’021

 

10’571

 

 

 

September 30, 2012 / 2011

 

9’745

 

9’337

 

 

 

June 30, 2012 / 2011

 

9’663

 

9’680

 

 

 

Adjustment to annualize revenues of certain acquisitions(1)

 

308

 

 

 

 

Adjusted Revenues for the trailing 12 months

 

40’452

 

38’495

 

 

 

 

 

 

 

 

 

 

 

Net Working Capital as a percentage of Revenues

 

16.4

%

15.6

%

 

 

 

 

 

 

 

 

 

 

 


(1) Thomas & Betts

 

11



 

ABB Ltd Interim Consolidated Income Statements (unaudited)

 

 

 

Three months ended

 

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

 

Mar. 31, 2013

 

Mar. 31, 2012

 

 

 

 

 

 

 

Sales of products

 

8,191

 

7,423

 

Sales of services

 

1,524

 

1,484

 

Total revenues

 

9,715

 

8,907

 

Cost of products

 

(5,910

)

(5,263

)

Cost of services

 

(954

)

(954

)

Total cost of sales

 

(6,864

)

(6,217

)

Gross profit

 

2,851

 

2,690

 

Selling, general and administrative expenses

 

(1,449

)

(1,322

)

Non-order related research and development expenses

 

(361

)

(346

)

Other income (expense), net

 

11

 

26

 

Earnings before interest and taxes

 

1,052

 

1,048

 

Interest and dividend income

 

18

 

19

 

Interest and other finance expense

 

(97

)

(57

)

Income from continuing operations before taxes

 

973

 

1,010

 

Provision for taxes

 

(277

)

(298

)

Income from continuing operations, net of tax

 

696

 

712

 

Income (loss) from discontinued operations, net of tax

 

(4

)

-

 

Net income

 

692

 

712

 

Net income attributable to noncontrolling interests

 

(28

)

(27

)

Net income attributable to ABB

 

664

 

685

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

668

 

685

 

Net income

 

664

 

685

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

0.29

 

0.30

 

Net income

 

0.29

 

0.30

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

0.29

 

0.30

 

Net income

 

0.29

 

0.30

 

 

 

 

 

 

 

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

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders

 

2,296

 

2,292

 

Diluted earnings per share attributable to ABB shareholders

 

2,303

 

2,294

 

 

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, 2013

 

Mar. 31, 2012

 

 

 

 

 

 

 

Total comprehensive income, net of tax

 

309

 

1,142

 

Total comprehensive income attributable to noncontrolling interests, net of tax

 

(26

)

(35

)

Total comprehensive income attributable to ABB shareholders, net of tax

 

283

 

1,107

 

 

See Notes to the Interim Consolidated Financial Information

 

13



 

ABB Ltd Interim Consolidated Balance Sheets (unaudited)

 

($ in millions, except share data)

 

Mar. 31, 2013

 

Dec. 31, 2012

 

 

 

 

 

 

 

Cash and equivalents

 

5,455

 

6,875

 

Marketable securities and short-term investments

 

1,591

 

1,606

 

Receivables, net

 

11,941

 

11,575

 

Inventories, net

 

6,267

 

6,182

 

Prepaid expenses

 

322

 

311

 

Deferred taxes

 

887

 

869

 

Other current assets

 

483

 

584

 

Total current assets

 

26,946

 

28,002

 

 

 

 

 

 

 

Property, plant and equipment, net

 

5,820

 

5,947

 

Goodwill

 

10,157

 

10,226

 

Other intangible assets, net

 

3,366

 

3,501

 

Prepaid pension and other employee benefits

 

69

 

71

 

Investments in equity-accounted companies

 

211

 

213

 

Deferred taxes

 

361

 

334

 

Other non-current assets

 

771

 

776

 

Total assets

 

47,701

 

49,070

 

 

 

 

 

 

 

Accounts payable, trade

 

4,705

 

4,992

 

Billings in excess of sales

 

1,920

 

2,035

 

Employee and other payables

 

1,372

 

1,449

 

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

 

1,683

 

2,537

 

Advances from customers

 

2,002

 

1,937

 

Deferred taxes

 

319

 

270

 

Provisions for warranties

 

1,242

 

1,291

 

Provisions and other current liabilities

 

2,364

 

2,367

 

Accrued expenses

 

1,878

 

2,096

 

Total current liabilities

 

17,485

 

18,974

 

 

 

 

 

 

 

Long-term debt

 

7,430

 

7,534

 

Pension and other employee benefits

 

2,220

 

2,290

 

Deferred taxes

 

1,280

 

1,260

 

Other non-current liabilities

 

1,545

 

1,566

 

Total liabilities

 

29,960

 

31,624

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital (2,314,743,264 issued shares at March 31, 2013, and December 31, 2012)

 

1,688

 

1,691

 

Retained earnings

 

18,730

 

18,066

 

Accumulated other comprehensive loss

 

(2,904

)

(2,523

)

Treasury stock, at cost (18,345,908 and 18,793,989 shares at March 31, 2013, and December 31, 2012, respectively)

 

(320

)

(328

)

Total ABB stockholders’ equity

 

17,194

 

16,906

 

Noncontrolling interests

 

547

 

540

 

Total stockholders’ equity

 

17,741

 

17,446

 

Total liabilities and stockholders’ equity

 

47,701

 

49,070

 

 

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, 2013

 

Mar. 31, 2012

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income

 

692

 

712

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

321

 

253

 

Pension and other employee benefits

 

(11

)

(17

)

Deferred taxes

 

4

 

39

 

Net gain from sale of property, plant and equipment

 

(9

)

(3

)

Loss from equity-accounted companies, net

 

 

4

 

Other

 

14

 

25

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade receivables, net

 

(504

)

(74

)

Inventories, net

 

(248

)

(388

)

Trade payables

 

(197

)

(184

)

Billings in excess of sales

 

(71

)

120

 

Provisions, net

 

(28

)

(157

)

Advances from customers

 

75

 

101

 

Other assets and liabilities, net

 

(261

)

(453

)

Net cash used in operating activities

 

(223

)

(22

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of marketable securities (available-for-sale)

 

(173

)

(876

)

Purchases of short-term investments

 

(5

)

(25

)

Purchases of property, plant and equipment and intangible assets

 

(216

)

(236

)

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

 

(26

)

(196

)

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

 

116

 

21

 

Proceeds from short-term investments

 

32

 

2

 

Other investing activities

 

46

 

(11

)

Net cash used in investing activities

 

(226

)

(1,321

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

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

 

(507

)

91

 

Increase in debt

 

215

 

2,172

 

Repayment of debt

 

(523

)

(185

)

Delivery of shares

 

1

 

46

 

Acquisition of noncontrolling interests

 

(1

)

 

Dividends paid to noncontrolling shareholders

 

(15

)

(8

)

Other financing activities

 

(3

)

15

 

Net cash provided by (used in) financing activities

 

(833

)

2,131

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

(138

)

144

 

 

 

 

 

 

 

Net change in cash and equivalents - continuing operations

 

(1,420

)

932

 

 

 

 

 

 

 

Cash and equivalents, beginning of period

 

6,875

 

4,819

 

Cash and equivalents, end of period

 

5,455

 

5,751

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

 

 

Interest paid

 

28

 

24

 

Taxes paid

 

331

 

341

 

 

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
adjustments

 

Unrealized gains
(losses) on
available-for-
sale securities

 

Pension and
other
postretirement
plan adjustments

 

Unrealized
gains
(losses) 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 (net of tax of $0)

 

 

 

 

 

433

 

 

 

 

 

 

 

433

 

 

 

433

 

8

 

441

 

Effect of change in fair value of available-for-sale securities (net of tax of $0)

 

 

 

 

 

 

 

(1

)

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $6)

 

 

 

 

 

 

 

 

 

(35

)

 

 

(35

)

 

 

(35

)

 

 

(35

)

Change in derivatives qualifying as cash flow hedges (net of tax of $(9))

 

 

 

 

 

 

 

 

 

 

 

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

)

Share-based payment arrangements

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

13

 

Delivery of shares

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

51

 

46

 

 

 

46

 

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

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

($ in millions)

 

Capital stock
and additional
paid-in capital

 

Retained
earnings

 

Foreign currency
translation
adjustments

 

Unrealized gains
(losses) on
available-for-
sale securities

 

Pension and
other
postretirement
plan adjustments

 

Unrealized
gains
(losses) 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, 2013

 

1,691

 

18,066

 

(580

)

24

 

(2,004

)

37

 

(2,523

)

(328

)

16,906

 

540

 

17,446

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

664

 

 

 

 

 

 

 

 

 

 

 

 

 

664

 

28

 

692

 

Foreign currency translation adjustments (net of tax of $(8))

 

 

 

 

 

(475

)

 

 

 

 

 

 

(475

)

 

 

(475

)

(3

)

(478

)

Effect of change in fair value of available-for-sale securities (net of tax of $1)

 

 

 

 

 

 

 

(6

)

 

 

 

 

(6

)

 

 

(6

)

 

 

(6

)

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $(26))

 

 

 

 

 

 

 

 

 

90

 

 

 

90

 

 

 

90

 

1

 

91

 

Change in derivatives qualifying as cash flow hedges (net of tax of $(2))

 

 

 

 

 

 

 

 

 

 

 

10

 

10

 

 

 

10

 

 

 

10

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

283

 

26

 

309

 

Changes in noncontrolling interests

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

7

 

(4

)

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26

)

(26

)

Share-based payment arrangements

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 

 

 

14

 

Delivery of shares

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

8

 

1

 

 

 

1

 

Other

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Balance at March 31, 2013

 

1,688

 

18,730

 

(1,055

)

18

 

(1,914

)

47

 

(2,904

)

(320

)

17,194

 

547

 

17,741

 

 

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, 2012.

 

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 period’s presentation.

 

17



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 2. Recent accounting pronouncements

 

Applicable in current period

 

Disclosures about offsetting assets and liabilities

 

As of January 2013, the Company adopted two accounting standard updates regarding disclosures about amounts of certain 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 these updates covers derivatives (including bifurcated embedded derivatives), repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending arrangements. These updates are applicable retrospectively and did not have a significant impact on the consolidated financial statements.

 

Reporting of amounts reclassified out of accumulated other comprehensive income

 

As of January 2013, the Company adopted an accounting standard update regarding the presentation of amounts reclassified out of accumulated other comprehensive income. Under the update, the Company is required to present, either in a single note or parenthetically on the face of the financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective income statement line item (if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the reporting period). If a component is not required to be reclassified to net income in its entirety, the Company would instead cross-reference to other U.S. GAAP required disclosures that provide additional information about the amounts. This update is applicable prospectively and resulted in the Company presenting, in a single note, significant reclassifications out of accumulated other comprehensive income (see Note 12).

 

Applicable for future periods

 

Parent’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity

 

In March 2013, an accounting standard update was issued regarding the release of cumulative translation adjustments of a parent when it ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity (for the Company, a foreign entity is an entity having a functional currency other than U.S. dollars). Under the update, the Company would recognize cumulative translation adjustments in net income when it ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. For foreign equity-accounted companies, a pro rata portion of the cumulative translation adjustment would be recognized in net income upon a partial sale of the equity-accounted company. This update is effective for the Company for annual and interim periods beginning January 1, 2014, and is applicable prospectively. The impact of this update on the consolidated financial statements is dependent on future transactions resulting in derecognition of foreign assets, subsidiaries or foreign equity-accounted companies completed on or after adoption.

 

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)

 

2013

 

2012

 

Acquisitions (net of cash acquired)(2)

 

14

 

164

 

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

 

14

 

92

 

 

 

 

 

 

 

Number of acquired businesses

 

1

 

1

 

 


(1)    Amounts include adjustments arising during the measurement period of acquisitions. In the three months ended March 31, 2013 and 2012, adjustments included in “Aggregate excess of purchase price over fair value of net assets acquired” were not significant.

(2)    Excluding changes in cost and equity investments.

(3)    Recorded as goodwill.

 

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 May 16, 2012, the Company acquired all outstanding shares of Thomas & Betts Corporation (Thomas & Betts) for $72 per share in cash. The resulting cash outflows for the Company amounted to $3,700 million, representing $3,282 million for the purchase of the shares (net of cash acquired of $521 million), $94 million related to cash settlement of Thomas & Betts options held at acquisition date and $324 million for the repayment of debt assumed upon acquisition. Thomas & Betts designs, manufactures and markets components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and utility applications. The acquisition of Thomas & Betts supports the Company’s strategy of expanding its Low Voltage Products operating segment into new geographies, sectors and products, and consequently the goodwill acquired represents the future benefits associated with the expansion of market access and product scope.

 

19



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The aggregate preliminary allocation of the purchase consideration for Thomas & Betts is as follows:

 

($ in millions)

 

Allocated amounts

 

Weighted-average
useful life

 

Customer relationships

 

1,169

 

18 years

 

Technology

 

179

 

5 years

 

Trade names

 

155

 

10 years

 

Order backlog

 

12

 

7.5 months

 

Intangible assets

 

1,515

 

15 years

 

Fixed assets

 

458

 

 

 

Debt acquired

 

(619

)

 

 

Deferred tax liabilities

 

(1,080

)

 

 

Inventories

 

300

 

 

 

Other assets and liabilities, net(1)

 

84

 

 

 

Goodwill(2)

 

2,723

 

 

 

Total consideration (net of cash acquired)(3)

 

3,381

 

 

 

 


(1)    Gross receivables from the acquisition totaled $387 million; the fair value of which was $344 million after rebates and allowance for estimated uncollectable receivables.

(2)    The Company does not expect the majority of goodwill recognized to be deductible for income tax purposes.

(3)    Cash acquired in the acquisition totaled $521 million. Additional consideration included $94 million related to the cash settlement of stock options held by Thomas & Betts employees at the acquisition date and $5 million representing the fair value of replacement vested stock options issued to Thomas & Betts employees at the acquisition date. The fair value of these stock options was estimated using a Black-Scholes model.

 

The preliminary estimated fair values of the assets acquired and liabilities assumed for the Thomas & Betts acquisition are based on preliminary calculations and valuations, and facts and circumstances that existed at the acquisition date. The Company’s estimates and assumptions are subject to change during the measurement period of the acquisition. The area where preliminary estimates are not yet finalized at March 31, 2013, primarily relates to certain deferred tax liabilities.

 

The unaudited pro forma financial information in the table below summarizes the combined pro forma results of the Company and Thomas & Betts for the three months ended March 31, 2012, as if Thomas & Betts had been acquired on January 1, 2011.

 

($ in millions)

 

Three months ended
March 31, 2012

 

Total revenues

 

9,514

 

Income from continuing operations, net of tax

 

759

 

 

The unaudited pro forma results above include certain adjustments related to the Thomas & Betts acquisition. The table below summarizes the adjustments necessary to present the pro forma financial information of the Company and Thomas & Betts combined, as if Thomas & Betts had been acquired on January 1, 2011.

 

 

 

Adjustments

 

($ in millions)

 

Three months ended
March 31, 2012

 

 

 

 

 

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

 

(17

)

Impact on cost of sales from additional depreciation of fixed assets

 

(8

)

Interest expense on Thomas & Betts debt

 

4

 

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

 

9

 

Impact on interest and other finance expense from bridging facility costs

 

2

 

Other

 

(5

)

Income taxes

 

7

 

Total pro forma adjustments

 

(8

)

 

20



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The pro forma results are for information purposes only and do not include any anticipated cost synergies or other effects of the planned integration of Thomas & Betts. 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.

 

Changes in total goodwill were as follows:

 

($ in millions)

 

Total goodwill

 

Balance at January 1, 2012

 

7,269

 

Additions during the period(1)

 

2,895

 

Exchange rate differences

 

62

 

Balance at December 31, 2012

 

10,226

 

Additions during the period

 

14

 

Exchange rate differences

 

(83

)

Balance at March 31, 2013

 

10,157

 

 


(1)    Includes primarily goodwill of $2,723 million in respect of Thomas & Betts, acquired in May 2012, which has been allocated to the Low Voltage Products operating segment and goodwill in respect of Newave, acquired in February 2012, which has been allocated to the Discrete Automation and Motion operating segment.

 

ABB to acquire Power-One, Inc.

 

On April 22, 2013, the Company announced that it had reached an agreement to acquire Power-One, Inc. Power-One is a provider of renewable energy and energy-efficient power conversion and power management solutions and a designer and manufacturer of photovoltaic inverters. The anticipated cash outflows for the Company upon closing the transaction amount to approximately $1 billion, based on a purchase price of $6.35 per share. The transaction is subject to approval by Power-One shareholders as well as to customary regulatory approvals, and is expected to close in the second half of 2013.

 

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, 2013

 

($ in millions)

 

Cost basis

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Fair value

 

Cash and
equivalents

 

Marketable
securities
and
short-term
investments

 

Cash

 

2,463

 

 

 

 

 

2,463

 

2,463

 

 

 

Time deposits

 

2,832

 

 

 

 

 

2,832

 

2,826

 

6

 

Other short-term investments

 

10

 

 

 

 

 

10

 

 

10

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

– U.S. government obligations

 

101

 

4

 

 

105

 

 

105

 

– Other government obligations

 

3

 

 

 

3

 

 

3

 

– Corporate

 

288

 

6

 

 

294

 

166

 

128

 

Equity securities available-for-sale

 

1,330

 

10

 

(1

)

1,339

 

 

1,339

 

Total

 

7,027

 

20

 

(1

)

7,046

 

5,455

 

1,591

 

 

21



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2012

 

($ in millions)

 

Cost basis

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Fair value

 

Cash and
equivalents

 

Marketable
securities
and
short-term
investments

 

Cash

 

2,784

 

 

 

 

 

2,784

 

2,784

 

 

Time deposits

 

3,993

 

 

 

 

 

3,993

 

3,963

 

30

 

Other short-term investments

 

15

 

 

 

 

 

15

 

 

15

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

– U.S. government obligations

 

152

 

8

 

(1

)

159

 

 

159

 

– Other government obligations

 

3

 

 

 

3

 

 

3

 

– Corporate

 

236

 

9

 

 

245

 

128

 

117

 

Equity securities available-for-sale

 

1,271

 

12

 

(1

)

1,282

 

 

1,282

 

Total

 

8,454

 

29

 

(2

)

8,481

 

6,875

 

1,606

 

 

Non-current assets

 

Included in “Other non-current assets” are certain held-to-maturity marketable securities pledged in respect of a certain non-current deposit liability. At March 31, 2013, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $99 million, $26 million and $125 million, respectively. At December 31, 2012, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $97 million, $27 million and $124 million, respectively. The maturity dates of these securities range from 2014 to 2021.

 

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

 

22



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

interest rate swaps, interest rate futures, 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.

 

Volume of derivative activity

 

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.

 

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, 2013

 

December 31, 2012

 

March 31, 2012

 

Foreign exchange contracts

 

18,803

 

19,724

 

18,244

 

Embedded foreign exchange derivatives

 

3,599

 

3,572

 

3,556

 

Interest rate contracts

 

3,880

 

3,983

 

3,959

 

 

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, 2013

 

December 31, 2012

 

March 31, 2012

 

Copper swaps

 

metric tonnes

 

45,902

 

45,222

 

37,937

 

Aluminum swaps

 

metric tonnes

 

5,223

 

5,495

 

8,083

 

Nickel swaps

 

metric tonnes

 

18

 

21

 

15

 

Lead swaps

 

metric tonnes

 

11,425

 

13,025

 

13,475

 

Zinc swaps

 

metric tonnes

 

200

 

225

 

125

 

Silver swaps

 

ounces

 

2,120,911

 

1,415,322

 

1,793,375

 

Electricity futures

 

megawatt hours

 

365,413

 

334,445

 

367,724

 

Crude oil swaps

 

barrels

 

129,816

 

135,471

 

147,265

 

 

Equity derivatives:

 

At March 31, 2013, December 31, 2012, and March 31, 2012, the Company held 62 million, 67 million and 53 million cash-settled call options on ABB Ltd shares with a total fair value of $33 million, $26 million and $15 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, 2013, and December 31, 2012, “Accumulated other comprehensive loss” included net unrealized gains of $47 million and $37 million, respectively, net of tax, on derivatives designated as cash flow hedges. Of the amount at March 31, 2013, net gains of $32 million are expected to be reclassified to

 

23



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

earnings in the following 12 months. At March 31, 2013, the longest maturity of a derivative classified as a cash flow hedge was 75 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, 2013 and 2012.

 

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

 

Three months ended March 31, 2013

 

Type of derivative
designated as

 

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

 

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

 

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

 

a cash flow hedge

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

17

 

Total revenues

 

11

 

Total revenues

 

 

 

 

 

 

Total cost of sales

 

(4

)

Total cost of sales

 

 

Commodity contracts

 

(2

)

Total cost of sales

 

1

 

Total cost of sales

 

 

Cash-settled call options

 

7

 

SG&A expenses(1)

 

2

 

SG&A expenses(1)

 

 

Total

 

22

 

 

 

10

 

 

 

 

 

Three months ended March 31, 2012

 

Type of derivative
designated as

 

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

 

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

 

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

 

a cash flow hedge

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

32

 

Total revenues

 

11

 

Total revenues

 

(1

)

 

 

 

 

Total cost of sales

 

(1

)

Total cost of sales

 

 

Commodity contracts

 

9

 

Total cost of sales

 

(2

)

Total cost of sales

 

 

Cash-settled call options

 

(2

)

SG&A expenses(1)

 

(3

)

SG&A expenses(1)

 

 

Total

 

39

 

 

 

5

 

 

 

(1

)

 


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

 

Derivative gains of $9 million and $3 million, both net of tax, were reclassified from “Accumulated other comprehensive loss” to earnings during the three months ended March 31, 2013 and 2012, 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, 2013 and 2012, 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, 2013

 

Type of derivative
designated as a

 

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

 

Gains (losses) recognized in
income on hedged item

 

fair value hedge

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

(18

)

Interest and other finance expense

 

17

 

 

24



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Three months ended March 31, 2012

 

Type of derivative
designated as a

 

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

 

Gains (losses) recognized in
income on hedged item

 

fair value hedge

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

7

 

Interest and other finance expense

 

(7

)

 

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

 

2013

 

2012

 

Foreign exchange contracts

 

Total revenues

 

8

 

172

 

 

 

Total cost of sales

 

(82

)

(64

)

 

 

SG&A expenses(1)

 

(3

)

 

 

 

Interest and other finance expense

 

(143

)

112

 

Embedded foreign exchange contracts

 

Total revenues

 

(13

)

(73

)

 

 

Total cost of sales

 

2

 

15

 

Commodity contracts

 

Total cost of sales

 

(13

)

25

 

Interest rate contracts

 

Interest and other finance expense

 

 

2

 

Cash-settled call options

 

Interest and other finance expense

 

 

 

Total

 

 

 

(244

)

189

 

 


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

 

25



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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

 

 

 

March 31, 2013

 

 

 

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

 

33

 

24

 

12

 

5

 

Commodity contracts

 

 

 

2

 

 

Interest rate contracts

 

6

 

23

 

 

5

 

Cash-settled call options

 

10

 

21

 

 

 

Total

 

49

 

68

 

14

 

10

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

128

 

65

 

202

 

33

 

Commodity contracts

 

3

 

 

17

 

1

 

Interest rate contracts

 

 

 

 

 

Cash-settled call options

 

 

2

 

 

 

Embedded foreign exchange derivatives

 

28

 

15

 

72

 

44

 

Total

 

159

 

82

 

291

 

78

 

Total fair value

 

208

 

150

 

305

 

88

 

Thereof, subject to close-out netting agreements

 

154

 

111

 

205

 

43

 

 

 

 

December 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

 

34

 

20

 

14

 

6

 

Commodity contracts

 

1

 

 

1

 

 

Interest rate contracts

 

15

 

31

 

 

2

 

Cash-settled call options

 

9

 

16

 

 

 

Total

 

59

 

67

 

15

 

8

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

204

 

62

 

84

 

20

 

Commodity contracts

 

7

 

1

 

11

 

1

 

Interest rate contracts

 

 

 

 

 

Cash-settled call options

 

 

1

 

 

 

Embedded foreign exchange derivatives

 

26

 

13

 

86

 

40

 

Total

 

237

 

77

 

181

 

61

 

Total fair value

 

296

 

144

 

196

 

69

 

Thereof, subject to close-out netting agreements

 

245

 

113

 

93

 

28

 

 

Close-out netting agreements provide for the termination, valuation and net settlement of some or all outstanding transactions between two counterparties on the occurrence of one or more pre-defined trigger events.

 

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, 2013, and December 31, 2012, have been presented on a gross basis.

 

26



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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 commodity futures and interest rate 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 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.

 

27



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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, 2013

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total fair value

 

Assets

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Debt securities—Corporate

 

 

166

 

 

166

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

 

1,339

 

 

1,339

 

Debt securities—U.S. government obligations

 

105

 

 

 

105

 

Debt securities—Other government obligations

 

 

3

 

 

3

 

Debt securities—Corporate

 

 

128

 

 

128

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

4

 

 

 

4

 

Derivative assets—current in “Other current assets”

 

 

208

 

 

208

 

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

 

 

150

 

 

150

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

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

 

3

 

302

 

 

305

 

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

 

 

88

 

 

88

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 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

 

 

128

 

 

128

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

3

 

1,279

 

 

1,282

 

Debt securities—U.S. government obligations

 

159

 

 

 

159

 

Debt securities—Other government obligations

 

 

3

 

 

3

 

Debt securities—Corporate

 

 

117

 

 

117

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

2

 

 

 

2

 

Derivative assets—current in “Other current assets”

 

 

296

 

 

296

 

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

 

 

144

 

 

144

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

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

 

4

 

192

 

 

196

 

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

 

 

69

 

 

69

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

28



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

·                  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, 2013 and 2012.

 

Disclosure about financial instruments carried on a cost basis

 

The following tables show the fair value of financial instruments carried on a cost basis:

 

 

 

March 31, 2013

 

($ in millions)

 

Carrying
value

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Cash

 

2,463

 

2,463

 

 

 

2,463

 

Time deposits

 

2,826

 

 

2,826

 

 

2,826

 

Marketable securities and short-term investments (excluding available- for-sale securities)

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

6

 

 

6

 

 

6

 

Other short-term investments

 

10

 

10

 

 

 

10

 

Short-term loans in “Receivables, net”

 

10

 

 

10

 

 

10

 

Other non-current assets

 

 

 

 

 

 

 

 

 

 

 

Loans granted

 

56

 

 

58

 

 

58

 

Held-to-maturity securities

 

99

 

 

125

 

 

125

 

Restricted cash and cash deposits

 

259

 

259

 

 

 

259

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

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

 

1,659

 

1,133

 

526

 

 

1,659

 

Long-term debt, excluding finance lease liabilities

 

7,330

 

3,784

 

3,928

 

 

7,712

 

 

29



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2012

 

($ in millions)

 

Carrying
value

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Cash

 

2,784

 

2,784

 

 

 

2,784

 

Time deposits

 

3,963

 

 

3,963

 

 

3,963

 

Marketable securities and short-term investments (excluding available- for-sale securities)

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

30

 

 

30

 

 

30

 

Other short-term investments

 

15

 

15

 

 

 

15

 

Short-term loans in “Receivables, net”

 

7

 

 

7

 

 

7

 

Other non-current assets

 

 

 

 

 

 

 

 

 

 

 

Loans granted

 

58

 

 

59

 

 

59

 

Held-to-maturity securities

 

97

 

 

124

 

 

124

 

Restricted cash and cash deposits

 

271

 

271

 

 

 

271

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

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

 

2,512

 

1,328

 

1,184

 

 

2,512

 

Long-term debt, excluding finance lease liabilities

 

7,449

 

7,870

 

39

 

 

7,909

 

 

The Company uses the following methods and assumptions in estimating fair values of financial instruments carried on a cost basis:

 

·                  Cash and equivalents (excluding available-for-sale debt securities with original maturities up to 3 months), Marketable securities and short-term investments (excluding available-for-sale securities), Short-term loans in “Receivables, net”: The carrying amounts approximate the fair values as the items are short-term in nature.

 

·                  Other non-current assets: Includes financing receivables (including loans granted) whose fair values are based on the carrying amount adjusted using a present value technique to reflect a premium or discount based on current market interest rates (Level 2 inputs) as well as held-to-maturity securities (see Note 4) whose fair values are based on quoted market prices in inactive markets (Level 2 inputs).

 

Includes restricted cash and cash deposits (pledged in respect of a certain non-current deposit liability) whose fair values approximates the carrying amounts. The fair value of restricted cash and cash deposits are determined using Level 1 inputs.

 

·                  Short-term debt and current maturities of long-term debt, excluding finance lease liabilities: Includes commercial paper, bank borrowings and overdrafts as well as bonds maturing in the next 12 months. The carrying amounts of short-term debt and current maturities of long-term debt, excluding finance lease liabilities, approximate their fair values.

 

·                  Long-term debt excluding finance lease liabilities: Fair values of outstanding bond issues are determined using quoted market prices (Level 1 inputs). 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 (Level 2 inputs).

 

30



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 7. Credit quality of receivables

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts 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 allowance for doubtful accounts 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

 

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 are 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 trade receivables (excluding those with a contractual maturity of one year or less), the related allowance for doubtful accounts, 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, 2013

 

($ 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

 

395

 

133

 

528

 

- Collectively evaluated for impairment

 

331

 

105

 

436

 

Total

 

726

 

238

 

964

 

Allowance for doubtful accounts:

 

 

 

 

 

 

 

- From individual impairment evaluation

 

(41

)

(5

)

(46

)

- From collective impairment evaluation

 

(12

)

 

(12

)

Total

 

(53

)

(5

)

(58

)

Recorded net amount

 

673

 

233

 

906

 

 

31



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 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

 

335

 

128

 

463

 

- Collectively evaluated for impairment

 

326

 

87

 

413

 

Total

 

661

 

215

 

876

 

Allowance for doubtful accounts:

 

 

 

 

 

 

 

- From individual impairment evaluation

 

(42

)

(5

)

(47

)

- From collective impairment evaluation

 

(11

)

 

(11

)

Total

 

(53

)

(5

)

(58

)

Recorded net amount

 

608

 

210

 

818

 

 

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

 

 

 

Three months ended March 31,

 

($ in millions)

 

2013

 

2012

 

 

 

 

 

 

 

Balance at January 1,

 

53

 

50

 

Reversal of allowance

 

(3

)

(2

)

Additions to allowance

 

3

 

3

 

Amounts written off

 

 

 

Exchange rate differences

 

 

(4

)

Balance at March 31,

 

53

 

47

 

 

Changes in the allowance for doubtful accounts for other receivables during the three months ended March 31, 2013 and 2012, 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, 2013

 

($ in millions)

 

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

 

Other receivables

 

Total

 

Risk category:

 

 

 

 

 

 

 

A

 

275

 

182

 

457

 

B

 

287

 

27

 

314

 

C

 

94

 

26

 

120

 

D

 

60

 

1

 

61

 

E

 

10

 

2

 

12

 

Total gross amount

 

726

 

238

 

964

 

 

32



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2012

 

($ in millions)

 

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

 

Other receivables

 

Total

 

Risk category:

 

 

 

 

 

 

 

A

 

279

 

156

 

435

 

B

 

238

 

27

 

265

 

C

 

90

 

30

 

120

 

D

 

48

 

1

 

49

 

E

 

6

 

1

 

7

 

Total gross amount

 

661

 

215

 

876

 

 

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, 2013

 

 

 

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,
201
3(1)

 

Total

 

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

 

36

 

4

 

15

 

46

 

11

 

614

 

726

 

Other receivables

 

5

 

4

 

3

 

9

 

3

 

214

 

238

 

Total gross amount

 

41

 

8

 

18

 

55

 

14

 

828

 

964

 

 

 

 

December 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
December
31, 201
2(1)

 

Total

 

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

 

83

 

3

 

4

 

38

 

14

 

519

 

661

 

Other receivables

 

3

 

3

 

2

 

10

 

1

 

196

 

215

 

Total gross amount

 

86

 

6

 

6

 

48

 

15

 

715

 

876

 

 


(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, 2013, and December 31, 2012, the net recorded amounts of loans granted were $56 million and $58 million, respectively, and were included in other non-current assets (see Note 6). The related allowance for doubtful accounts was not significant at both dates. The changes in such allowance were not significant during the three months ended March 31, 2013 and 2012.

 

33



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 8. Debt

 

The Company’s total debt at March 31, 2013, and December 31, 2012, amounted to $9,113 million and $10,071 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, 2013

 

December 31, 2012

 

Short-term debt

 

712

 

1,531

 

Current maturities of long-term debt

 

971

 

1,006

 

Total

 

1,683

 

2,537

 

 

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

 

Long-term debt

 

The Company’s long-term debt at March 31, 2013, and December 31, 2012, amounted to $7,430 million and $7,534 million, respectively.

 

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.

 

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 total effect of the above environmental obligations on the Company’s Consolidated Balance Sheets was as follows:

 

($ in millions)

 

March 31, 2013

 

December 31, 2012

 

Environmental provisions included in:

 

 

 

 

 

Provisions and other current liabilities

 

36

 

33

 

Other non-current liabilities

 

85

 

73

 

 

 

121

 

106

 

 

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

 

34



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Contingencies—Regulatory, Compliance and Legal

 

Antitrust

 

In January 2007, the European Commission granted the Company full immunity from fines under its leniency program for the Company’s involvement in anti-competitive practices in the Gas Insulated Switchgear (GIS) business. The Company’s GIS business remains under investigation for alleged anti-competitive practices in certain other jurisdictions, including Brazil. 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.

 

In October 2009, the European Commission fined the Company euro 33.75 million (equivalent to $49 million on date of payment) for its involvement in anti-competitive practices in the power transformers business. In September 2012, the German Antitrust Authority (Bundeskartellamt) fined one of the Company’s German subsidiaries euro 8.7 million (equivalent to approximately $11 million on date of payment) for its involvement in anti-competitive practices in the German power transformers business. The Company did not appeal either decision and it paid both fines in full.

 

The Company’s cables business is under investigation for alleged anti-competitive practices in a number of jurisdictions, including the European Union and Brazil. The Company has received the European Commission’s Statement of Objections concerning its investigation into the cables business and in June 2012 participated in the related Oral Hearing before the European Commission. The Company has also received an initial summary of the Brazilian Antitrust Authority’s (CADE) allegations regarding its investigation into 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, except, with respect to the Brazilian investigation, where the Company expects an unfavorable outcome.

 

In May 2012, the Brazilian Antitrust Authority opened an investigation into certain power businesses of the Company, including its FACTS and power transformers business. An informed judgment about the outcome of this investigation or the amount of potential loss or range of loss for the Company, if any, relating to this investigation cannot be made at this stage.

 

With respect to the foregoing matters which are still ongoing, management is cooperating fully with the antitrust authorities.

 

Suspect payments

 

In April 2005, the Company voluntarily disclosed to the United States Department of Justice (DoJ) and the United States Securities and Exchange Commission (SEC) certain suspect payments in its network management unit in the United States. Subsequently, the Company made additional voluntary disclosures to the DoJ and the SEC regarding suspect payments made by other Company subsidiaries in a number of countries in the Middle East, Asia, South America and Europe (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.

 

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 with regard to certain actual or alleged anti-competitive practices. Also, the Company is subject to other various legal proceedings, investigations, and claims that have not yet been resolved. With respect to the above-mentioned regulatory matters and

 

35



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

commercial litigation contingencies, the Company will bear the costs of the continuing investigations and any related legal proceedings.

 

Liabilities recognized

 

At March 31, 2013, and December 31, 2012, the Company had aggregate liabilities of $199 million and $211 million, respectively, included in “Provisions and other current liabilities” and “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, 2013

 

December 31, 2012

 

Performance guarantees

 

146

 

149

 

Financial guarantees

 

78

 

83

 

Indemnification guarantees

 

190

 

190

 

Total

 

414

 

422

 

 

In respect of the above guarantees, the carrying amounts of liabilities at March 31, 2013, and December 31, 2012, 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 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 $78 million at both March 31, 2013, and December 31, 2012, 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 is engaged in executing a number of projects as a member of consortia that include 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 six years. At March 31, 2013, and December 31, 2012, the maximum potential amount payable under these guarantees as a result of third-party non-performance was $55 million and $57 million, respectively.

 

36



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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 March 31, 2013, and December 31, 2012, the Company had a maximum potential amount payable of $78 million and $83 million, respectively, under financial guarantees outstanding. Of each of these amounts, $15 million and $19 million, respectively, 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 issued, to the purchasers of Lummus Global, 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, 2013, and December 31, 2012, was $50 million.

 

The Company issued, 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 both March 31, 2013, and December 31, 2012, was $140 million 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.

 

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

 

($ in millions)

 

2013

 

2012

 

 

 

 

 

 

 

Balance at January 1,

 

1,291

 

1,324

 

Claims paid in cash or in kind

 

(58

)

(40

)

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

 

40

 

19

 

Exchange rate differences

 

(31

)

39

 

Balance at March 31,

 

1,242

 

1,342

 

 

37



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 10. Employee benefits

 

The Company operates defined benefit and defined contribution pension plans 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 including postretirement health care benefits, and other employee-related benefits for active employees including long-service award plans. The measurement date used for the Company’s employee benefit plans is December 31. The funding policies of the Company’s plans are consistent with the local government and tax requirements. The Company also has several pension plans that are not required to be funded pursuant to local government and tax requirements.

 

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,

 

 

 

2013

 

2012

 

2013

 

2012

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

62

 

57

 

 

 

Interest cost

 

92

 

96

 

2

 

3

 

Expected return on plan assets

 

(118

)

(120

)

 

 

Amortization of prior service cost

 

8

 

10

 

(2

)

(2

)

Amortization of net actuarial loss

 

33

 

21

 

1

 

1

 

Net periodic benefit cost

 

77

 

64

 

1

 

2

 

 

Employer contributions were as follows:

 

 

 

Three months ended March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Total contributions to defined benefit pension and other postretirement benefit plans

 

60

 

84

 

4

 

4

 

Of which, discretionary contributions to defined benefit pension plans

 

 

32

 

 

 

 

The Company expects to make contributions totaling approximately $275 million and $20 million to its defined benefit pension plans and other postretirement benefit plans, respectively, for the full year 2013.

 

38



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 11. 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 $)

 

2013

 

2012

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

668

 

685

 

Income (loss) from discontinued operations, net of tax

 

(4

)

 

Net income

 

664

 

685

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions)

 

2,296

 

2,292

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

0.29

 

0.30

 

Income (loss) from discontinued operations, net of tax

 

 

 

Net income

 

0.29

 

0.30

 

 

Diluted earnings per share

 

 

 

Three months ended
March 31,

 

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

 

2013

 

2012

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

668

 

685

 

Income (loss) from discontinued operations, net of tax

 

(4

)

 

Net income

 

664

 

685

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions)

 

2,296

 

2,292

 

Effect of dilutive securities:

 

 

 

 

 

Call options and shares

 

7

 

2

 

Dilutive weighted-average number of shares outstanding

 

2,303

 

2,294

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

0.29

 

0.30

 

Income (loss) from discontinued operations, net of tax

 

 

 

Net income

 

0.29

 

0.30

 

 

39



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 12. Reclassifications out of accumulated other comprehensive loss

 

The following table shows changes inAccumulated other comprehensive loss” (OCI) attributable to ABB, by component, net of tax:

 

($ in millions)

 

Foreign
currency
translation
adjustments

 

Unrealized
gains (losses)
on available-
for-sale
securities

 

Pension and
other
postretirement
plan
adjustments

 

Unrealized
gains (losses)
of cash flow
hedge
derivatives

 

Total OCI

 

Balance at January 1, 2013

 

(580

)

24

 

(2,004

)

37

 

(2,523

)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income before reclassifications

 

(478

)

 

62

 

19

 

(397

)

Amounts reclassified from OCI

 

 

(6

)

29

 

(9

)

14

 

Total other comprehensive (loss) income

 

(478

)

(6

)

91

 

10

 

(383

)

 

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to noncontrolling interests

 

(3

)

 

1

 

 

(2

)

Balance at March 31, 2013

 

(1,055

)

18

 

(1,914

)

47

 

(2,904

)

 

The following table shows details of amounts reclassified out of “Accumulated other comprehensive loss” by component:

 

($ in millions)
Details about OCI components

 

Location of (gains) losses
reclassified from OCI

 

Three months ended
March 31, 2013

 

 

 

 

 

 

 

Unrealized gains (losses) on available-for-sale securities:

 

 

 

 

 

Realized net gains

 

Interest and other finance expense

 

(7

)

Tax

 

Provision for taxes

 

1

 

Amounts reclassified from OCI

 

 

 

(6

)

 

 

 

 

 

 

Pension and other postretirement plan adjustments:

 

 

 

 

 

Amortization of prior service costs

 

Net periodic benefit cost (1)

 

6

 

Amortization of net actuarial losses

 

Net periodic benefit cost (1)

 

34

 

Total before tax

 

 

 

40

 

Tax

 

Provision for taxes

 

(11

)

Amounts reclassified from OCI

 

 

 

29

 

 

 

 

 

 

 

Unrealized gains (losses) of cash flow hedge derivatives:

 

 

 

 

 

Foreign exchange contracts

 

Total revenues

 

(11

)

 

 

Total cost of sales

 

4

 

Commodity contracts

 

Total cost of sales

 

(1

)

Cash-settled call options

 

SG&A expenses(2)

 

(2

)

Total before tax

 

 

 

(10

)

Tax

 

Provision for taxes

 

1

 

Amounts reclassified from OCI

 

 

 

(9

)

 

 

 

 

 

 

Total amounts reclassified from OCI

 

 

 

14

 

 


(1)    These components are included in the computation of net periodic benefit cost (see Note 10).

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

 

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:

 

·                  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. In addition the segment manufactures products for wiring and cable management, cable protection systems, power connection and safety. The segment also makes intelligent building control systems for home and building automation.

 

·                  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.

 

·                  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.

 

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

 

The Company evaluates the performance of its segments based on 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.

 

41



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Intersegment sales and transfers are accounted for as if the sales and transfers were to third parties, at current market prices.

 

 

 

Three months ended March 31, 2013

 

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

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Operational
revenues

 

Operational
EBITDA
(1)

 

Operational
EBITDA
margin (%)

 

Discrete Automation and Motion

 

2,085

 

242

 

2,327

 

2,331

 

416

 

17.8

%

Low Voltage Products

 

1,681

 

96

 

1,777

 

1,779

 

320

 

18.0

%

Process Automation

 

1,921

 

57

 

1,978

 

1,983

 

259

 

13.1

%

Power Products

 

2,034

 

455

 

2,489

 

2,503

 

372

 

14.9

%

Power Systems

 

1,967

 

84

 

2,051

 

2,032

 

169

 

8.3

%

Corporate and Other

 

27

 

397

 

424

 

424

 

(63

)

 

Intersegment elimination

 

 

(1,331

)

(1,331

)

(1,331

)

(15

)

 

Consolidated

 

9,715

 

 

9,715

 

9,721

 

1,458

 

15.0

%

 

 

 

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 (%)

 

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

%

Power Products

 

2,093

 

420

 

2,513

 

2,497

 

363

 

14.5

%

Power Systems

 

1,750

 

57

 

1,807

 

1,780

 

117

 

6.6

%

Corporate and Other

 

(3

)

369

 

366

 

364

 

(93

)

 

Intersegment elimination

 

 

(1,183

)

(1,183

)

(1,183

)

(16

)

 

Consolidated

 

8,907

 

 

8,907

 

8,844

 

1,228

 

13.9

%

 


(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, 2013

 

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

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Power
Products

 

Power
Systems

 

Corporate
and Other
and
Intersegment
elimination

 

Consolidated

 

Operational revenues

 

2,331

 

1,779

 

1,983

 

2,503

 

2,032

 

(907

)

9,721

 

Unrealized gains and losses on derivatives

 

(4

)

(8

)

(4

)

(15

)

14

 

 

(17

)

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

 

 

 

 

(1

)

(2

)

 

(3

)

Unrealized foreign exchange movements on receivables (and related assets)

 

 

6

 

(1

)

2

 

7

 

 

14

 

Total revenues

 

2,327

 

1,777

 

1,978

 

2,489

 

2,051

 

(907

)

9,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

416

 

320

 

259

 

372

 

169

 

(78

)

1,458

 

Depreciation and amortization

 

(64

)

(79

)

(20

)

(58

)

(45

)

(55

)

(321

)

Acquisition-related expenses and certain non-operational items

 

(2

)

(2

)

 

 

 

 

(4

)

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

 

(16

)

(12

)

(13

)

(30

)

(19

)

1

 

(89

)

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

 

(1

)

 

 

(2

)

(5

)

 

(8

)

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

 

5

 

9

 

1

 

8

 

10

 

2

 

35

 

Restructuring and restructuring-related expenses

 

(1

)

(4

)

(3

)

(7

)

(5

)

1

 

(19

)

EBIT

 

337

 

232

 

224

 

283

 

105

 

(129

)

1,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

17.8

%

18.0

%

13.1

%

14.9

%

8.3

%

 

15.0

%

 

43



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Three months ended March 31, 2012

 

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

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Power
Products

 

Power
Systems

 

Corporate
and Other
and
Intersegment
elimination

 

Consolidated

 

Operational revenues

 

2,240

 

1,186

 

1,960

 

2,497

 

1,780

 

(819

)

8,844

 

Unrealized gains and losses on derivatives

 

1

 

11

 

17

 

19

 

54

 

1

 

103

 

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

 

1

 

 

(1

)

1

 

(10

)

1

 

(8

)

Unrealized foreign exchange movements on receivables (and related assets)

 

 

(5

)

(6

)

(4

)

(17

)

 

(32

)

Total revenues

 

2,242

 

1,192

 

1,970

 

2,513

 

1,807

 

(817

)

8,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

417

 

197

 

243

 

363

 

117

 

(109

)

1,228

 

Depreciation and amortization

 

(61

)

(28

)

(20

)

(52

)

(41

)

(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)

 

6

 

21

 

21

 

38

 

40

 

3

 

129

 

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

 

1

 

(1

)

(1

)

(3

)

(10

)

2

 

(12

)

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

 

(4

)

(6

)

(9

)

(10

)

(16

)

(1

)

(46

)

Restructuring and restructuring-related expenses

 

(1

)

 

 

(13

)

(2

)

(1

)

(17

)

EBIT

 

354

 

180

 

234

 

323

 

88

 

(131

)

1,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

18.6

%

16.6

%

12.4

%

14.5

%

6.6

%

 

13.9

%

 

 

 

Total assets(1)

 

($ in millions)

 

March 31, 2013

 

December 31, 2012

 

Discrete Automation and Motion

 

9,350

 

9,416

 

Low Voltage Products

 

8,840

 

9,534

 

Process Automation

 

4,823

 

4,847

 

Power Products

 

7,843

 

7,701

 

Power Systems

 

7,920

 

8,083

 

Corporate and Other

 

8,925

 

9,489

 

Consolidated

 

47,701

 

49,070

 

 


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

 

44



 

January — March 2013 — 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

 

Greg Scheu

 

20.2.2013

 

Call Option

 

 

 

201,250

 

CHF 0.58

 

Ulrich Spiesshofer

 

21.2.2013

 

Shares

 

 

 

33,000

 

CHF 21.30

 

Gary Steel

 

1.3.2013

 

Shares

 

 

 

95,000

 

CHF 21.32

 

Joe Hogan *

 

27.3.2013

 

Shares

 

61,488

 

 

 

CHF 21.54

 

Brice Koch *

 

27.3.2013

 

Shares

 

14,726

 

 

 

CHF 21.54

 

Gary Steel *

 

27.3.2013

 

Shares

 

16,198

 

 

 

CHF 21.54

 

Ulrich Spiesshofer *

 

27.3.2013

 

Shares

 

16,408

 

 

 

CHF 21.54

 

Diane de Saint Victor *

 

27.3.2013

 

Shares

 

21,938

 

 

 

CHF 21.54

 

Bernhard Jucker *

 

27.3.2013

 

Shares

 

19,352

 

 

 

CHF 21.54

 

Veli-Matti Reinikkala *

 

27.3.2013

 

Shares

 

14,045

 

 

 

CHF 21.54

 

Tarak Mehta *

 

27.3.2013

 

Shares

 

8,899

 

 

 

CHF 21.54

 

Frank Duggan *

 

27.3.2013

 

Shares

 

10,016

 

 

 

CHF 21.54

 

 


Key:

* Shares were granted under the 2010 ABB Long Term Incentive Plan (LTIP)

 

45



 

ABB Ltd

 

 

TRAKTANDEN UND BESCHLÜSSE

AGENDA AND RESOLUTIONS

 

 

der ordentlichen Generalversammlung der Aktionärinnen und Aktionäre
from the Annual General Meeting of Shareholders

 

vom 25. April 2013, 10.00 Uhr

held on April 25, 2013, 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 2012

 

1.                  Reporting for fiscal year 2012

 

(Nur Berichterstattung)

(Reporting only)

 

2.1           Genehmigung des Jahresberichts, der Konzernrechnung und der Jahresrechnung 2012

 

2.1           Approval of the annual report, the consolidated financial statements, and the annual financial statements for 2012

 

Die Generalversammlung genehmigt den Jahresbericht, die Konzernrechnung und die Jahresrechnung 2012.

 

The Annual General Meeting approves the annual report, the consolidated financial statements, and the annual financial statements for 2012.

 

46



 

2.2           Konsultativabstimmung über den Vergütungsbericht 2012

 

2.2           Consultative vote on the 2012 remuneration report

 

Die Generalversammlung stimmt dem Vergütungsbericht 2012 (gemäss Seiten 29-41 des Geschäftsberichts) zu (unverbindliche Konsultativabstimmung).

 

The Annual General Meeting accepts the remuneration report 2012 (as per pages 29-41 of the annual report) (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 2012.

 

The Annual General Meeting discharges the members of the Board of Directors and the persons entrusted with management for fiscal 2012.

 

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 2012 von CHF 4’470’698’360 auf neue Rechnung vorzutragen;
to carry forward the available earnings for 2012 in the amount of  CHF 4,470,698,360;

 

b)        Kapitaleinlagereserven im Betrag von CHF 0.68 je Aktie in andere Reserven umzuwandeln und eine Dividende für 2012 von CHF 0.68 je Aktie auszuschütten.

 

to convert capital contribution reserve to other reserves in the amount of CHF 0.68 per share and subsequently distribute a dividend for the fiscal year 2012 of CHF 0.68 per share.

 

47



 

5.                  Erneuerung von genehmigtem Aktienkapital

 

5.                  Renewal of authorized share capital

 

Die Generalversammlung genehmigt gemäss dem Antrag des Verwaltungsrates

 

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

 

die Erneuerung von genehmigtem Aktienkapital im Betrag von höchstens CHF 206’000’000, welches die Ausgabe von höchstens 200’000’000 ABB Ltd Aktien im Nennwert von je CHF 1.03 bis spätestens 29. April 2015 ermöglicht, durch Änderung der Statuten durch einen neuen Artikel 4ter Absatz 1 mit folgendem Wortlaut:

 

to renew ABB Ltd’s authorized share capital in an amount not to exceed CHF 206,000,000 enabling the issuance of up to 200,000,000 ABB Ltd shares with a nominal value of CHF 1.03 each by no later than April 29, 2015, by amending the Articles of Incorporation with a newarticle 4ter paragraph 1 with the following wording:

 

Genehmigtes
Aktienkapital

 

Artikel 4ter

 

1

Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 29. April 2015 das Aktienkapital im Maximalbetrag von CHF 206’000’000 durch Ausgabe von höchstens 200’000’000 voll zu liberierenden Namenaktien mit einem Nennwert von je CHF 1.03 zu erhöhen. Erhöhungen in Teilbeträgen sind gestattet.

 

 

 

Authorized Share
Capital

 

Article 4ter

 

1

The Board of Directors shall be authorized to increase the share capital in an amount not to exceed CHF 206,000,000 through the issuance of up to 200,000,000 fully paid registered shares with a par value of CHF 1.03 per share by not later than April 29, 2015. Increases in partial amounts shall be permitted.

 

Die bisherigen Absätze 2 bis 4 von Artikel 4ter bleiben unverändert.

 

The existing paragraphs 2 to 4 of article 4terremain unchanged.

 

6.                  Wiederwahlen in den Verwaltungsrat

 

6.                  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 2014, 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 2014:

 

·              Roger Agnelli

·              Louis R. Hughes

 

48



 

·              Hans Ulrich Märki

·              Michel de Rosen

·              Michael Treschow

·              Jacob Wallenberg

·              Ying Yeh

·              Hubertus von Grünberg

 

7.                  Wiederwahl der Revisionsstelle

 

7.                  Re-election of the auditors

 

Die Generalversammlung wählt gemäss Antrag des Verwaltungsrats die Ernst & Young AG als Revisionsstelle für das Geschäftsjahr 2013 wieder.

 

The Annual General Meeting re-elects, as proposed by the Board of Directors, Ernst & Young AG as the auditors for fiscal 2013.

 

 

Für das Protokoll:

 

For the minutes:

 

 

 

 

Zürich, 25. April 2013

Diane de Saint Victor

 

 

 

Leiterin Konzern-Rechtsabteilung und Sekretärin des Verwaltungsrats

 

 

 

General Counsel and Secretary to the Board of Directors

 

49


 


 

Press Release

 

ABB shareholders approve all board proposals

 

Zurich, Switzerland, April 25, 2013 — 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.

 

All eight members of the Board were re-elected for another annual term. The Board of Directors reelected Hubertus von Grunberg to the position of Chairman of the Board.

 

Shareholders voted for a payout of 0.68 Swiss francs per share for 2012, an increase of almost 5 percent compared to the prior year. They also approved the annual report, the consolidated financial statements and the annual financial statements for 2012.

 

The event was the 25th annual meeting of shareholders since ASEA and BBC merged in 1988 to form ABB.

 

“We are proud of what we have accomplished,” Von Grunberg said in his speech. “ABB stands after 25 years for one of the few examples of a successful international corporate merger. Today, we are a global market leader in most business fields related to power and automation technologies.”

 

A total of 986 shareholders attended the annual general meeting and 57.5 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 145,000 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

http://twitter.com/ABBcomms

 

Investor Relations:

Switzerland: Tel. +41 43 317 7111
USA: Tel. +1 919 807 5758
investor.relations@ch.abb.com

 

50



 

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, 2013

By:

/s/ Alanna Abrahamson - Haka

 

Name:

Alanna Abrahamson - Haka

 

Title:

Group Vice President and
Head of Investor Relations

 

 

 

 

By:

/s/ Richard A. Brown

 

Name:

Richard A. Brown

 

Title:

Group Senior Vice President and
Chief Counsel Corporate & Finance

 

51