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 registrants 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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 Ltds 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.
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. Were 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 wed 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, well 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 were 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 |
|
10492 |
|
10368 |
|
1 |
% |
2 |
% |
-4 |
% |
Order backlog (end March) |
|
29614 |
|
29910 |
|
-1 |
% |
2 |
% |
|
|
Revenues |
|
9715 |
|
8907 |
|
9 |
% |
10 |
% |
3 |
% |
EBIT |
|
1052 |
|
1048 |
|
0 |
% |
|
|
|
|
as % of revenues |
|
10.8 |
% |
11.8 |
% |
|
|
|
|
|
|
Operational EBITDA |
|
1458 |
|
1228 |
|
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
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, ABBs 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 worlds highest capacity power transmission link in China.
Overall, ABBs 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 quarterpartly due to the continued exit from those full service contracts having lower pull-through of high-value ABB productsand 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 |
|
3884 |
|
3894 |
|
0 |
% |
-1 |
% |
3377 |
|
3386 |
|
0 |
% |
-1 |
% |
The Americas organic |
|
2798 2331 |
|
2695 |
|
4 |
% |
5 |
% |
2824 |
|
2326 |
|
21 |
% |
23 |
%% |
Asia |
|
2815 |
|
2766 |
|
2 |
% |
2 |
% |
2544 |
|
2323 |
|
10 |
% |
10 |
% |
Middle East and Africa |
|
995 |
|
1013 |
|
-2 |
% |
3 |
% |
970 |
|
872 |
|
11 |
% |
14 |
% |
Group total |
|
10492 |
|
10368 |
|
1 |
% |
2 |
% |
9715 |
|
8907 |
|
9 |
% |
10 |
% |
Orders in Europe were flat as strong increases in eastern Europeespecially Russiaoffset 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.
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 |
|
2485 |
|
2678 |
|
-7 |
% |
-7 |
% |
2327 |
|
2242 |
|
4 |
% |
4 |
% |
Low Voltage Products |
|
1934 |
|
1337 |
|
45 |
% |
47 |
% |
1777 |
|
1192 |
|
49 |
% |
51 |
% |
Organic |
|
1,342 |
|
|
|
0 |
% |
1 |
% |
1,185 |
|
|
|
-1 |
% |
0 |
% |
Process Automation |
|
2500 |
|
2540 |
|
-2 |
% |
-1 |
% |
1978 |
|
1970 |
|
0 |
% |
1 |
% |
Power Products |
|
2859 |
|
3117 |
|
-8 |
% |
-8 |
% |
2489 |
|
2513 |
|
-1 |
% |
0 |
% |
Power Systems |
|
1637 |
|
1958 |
|
-16 |
% |
-15 |
% |
2051 |
|
1807 |
|
14 |
% |
15 |
% |
Corporate and other (inter-division eliminations) |
|
(923 |
) |
(1262) |
|
|
|
|
|
(907 |
) |
(817 |
) |
|
|
|
|
ABB Group |
|
10492 |
|
10368 |
|
1 |
% |
2 |
% |
9715 |
|
8907 |
|
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)
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 Groups 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 |
|
Cash flow from |
|
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 |
|
1458 |
|
1228 |
|
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)
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
medium term. The transaction expected to close in the second half of 2013, subject to shareholder and regulatory approvals.
Outlook
Our long-term growth driverssuch as the need for greater industrial productivity, more reliable and efficient power delivery and growth in renewablesremain 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.
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 ABBs 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 Ltds 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 |
|
|
ABB first-quarter (Q1) 2013 key figures
|
|
|
|
|
|
|
|
Change |
| ||
$ millions unless otherwise indicated |
|
|
|
Q1 13 |
|
Q1 12 |
|
US$ |
|
Local |
|
Orders |
|
Group |
|
10492 |
|
10368 |
|
1 |
% |
2 |
% |
|
|
Discrete Automation & Motion |
|
2485 |
|
2678 |
|
-7 |
% |
-7 |
% |
|
|
Low Voltage Products |
|
1934 |
|
1337 |
|
45 |
% |
47 |
% |
|
|
Process Automation |
|
2500 |
|
2540 |
|
-2 |
% |
-1 |
% |
|
|
Power Products |
|
2859 |
|
3117 |
|
-8 |
% |
-8 |
% |
|
|
Power Systems |
|
1637 |
|
1958 |
|
-16 |
% |
-15 |
% |
|
|
Corporate and other |
|
(923 |
) |
(1262 |
) |
|
|
|
|
Revenues |
|
Group |
|
9715 |
|
8907 |
|
9 |
% |
10 |
% |
|
|
Discrete Automation & Motion |
|
2327 |
|
2242 |
|
4 |
% |
4 |
% |
|
|
Low Voltage Products |
|
1777 |
|
1192 |
|
49 |
% |
51 |
% |
|
|
Process Automation |
|
1978 |
|
1970 |
|
0 |
% |
1 |
% |
|
|
Power Products |
|
2489 |
|
2513 |
|
-1 |
% |
0 |
% |
|
|
Power Systems |
|
2051 |
|
1807 |
|
14 |
% |
15 |
% |
|
|
Corporate and other |
|
(907 |
) |
(817 |
) |
|
|
|
|
EBIT |
|
Group |
|
1052 |
|
1048 |
|
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 |
|
(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 |
|
1458 |
|
1228 |
|
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 |
|
(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)
Operational EBITDA Q1 2013 vs Q1 2012
|
|
ABB |
|
Discrete Automation |
|
Low Voltage |
|
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 |
|
9721 |
|
8844 |
|
2331 |
|
2240 |
|
1779 |
|
1186 |
|
1983 |
|
1960 |
|
2503 |
|
2497 |
|
2032 |
|
1780 |
|
FX/commodity timing differences on Revenues |
|
(6 |
) |
63 |
|
(4 |
) |
2 |
|
(2 |
) |
6 |
|
(5 |
) |
10 |
|
(14 |
) |
16 |
|
19 |
|
27 |
|
Revenues (as per Financial Statements) |
|
9715 |
|
8907 |
|
2327 |
|
2242 |
|
1777 |
|
1192 |
|
1978 |
|
1970 |
|
2489 |
|
2513 |
|
2051 |
|
1807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operational EBITDA |
|
1458 |
|
1228 |
|
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) |
|
1052 |
|
1048 |
|
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 |
|
5455 |
|
6875 |
|
5751 |
|
Marketable securities and short-term investments |
|
1591 |
|
1606 |
|
1837 |
|
Cash and Marketable securities |
|
7046 |
|
8481 |
|
7588 |
|
Short-term debt and current maturities of long-term debt |
|
1683 |
|
2537 |
|
812 |
|
Long-term debt |
|
7430 |
|
7534 |
|
5364 |
|
Total debt |
|
9113 |
|
10071 |
|
6176 |
|
Net (Debt), Net Cash |
|
(2067 |
) |
(1590 |
) |
1412 |
|
|
|
Mar. 31, |
|
|
|
|
|
|
|
2013 |
|
|
|
|
|
Net Debt to EBITDA |
|
|
|
|
|
|
|
= Net Debt / EBITDA for the trailing 12 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Debt (as defined above) |
|
(2067 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before interest and taxes for the three months ended: |
|
|
|
|
|
|
|
March 31, 2013 |
|
1052 |
|
|
|
|
|
December 31, 2012 |
|
863 |
|
|
|
|
|
September 30, 2012 |
|
1146 |
|
|
|
|
|
June 30, 2012 |
|
1001 |
|
|
|
|
|
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 |
|
5312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
11941 |
|
11157 |
|
|
|
Inventories, net |
|
6267 |
|
6356 |
|
|
|
Prepaid expenses |
|
322 |
|
288 |
|
|
|
Accounts payable, trade |
|
(4705 |
) |
(4738 |
) |
|
|
Billings in excess of sales |
|
(1920 |
) |
(1999 |
) |
|
|
Employee and other payables |
|
(1372 |
) |
(1430 |
) |
|
|
Advances from customers |
|
(2002 |
) |
(1905 |
) |
|
|
Accrued expenses |
|
(1878 |
) |
(1722 |
) |
|
|
Net Working Capital |
|
6653 |
|
6007 |
|
|
|
|
|
|
|
|
|
|
|
Revenues for the three months ended: |
|
|
|
|
|
|
|
March 31, 2013 / 2012 |
|
9715 |
|
8907 |
|
|
|
December 31, 2012 / 2011 |
|
11021 |
|
10571 |
|
|
|
September 30, 2012 / 2011 |
|
9745 |
|
9337 |
|
|
|
June 30, 2012 / 2011 |
|
9663 |
|
9680 |
|
|
|
Adjustment to annualize revenues of certain acquisitions(1) |
|
308 |
|
|
|
|
|
Adjusted Revenues for the trailing 12 months |
|
40452 |
|
38495 |
|
|
|
|
|
|
|
|
|
|
|
Net Working Capital as a percentage of Revenues |
|
16.4 |
% |
15.6 |
% |
|
|
|
|
|
|
|
|
|
|
(1) Thomas & Betts
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
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
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
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
ABB Ltd Interim Consolidated Statements of Changes in Stockholders Equity (unaudited)
|
|
|
|
|
|
Accumulated other comprehensive loss |
|
|
|
|
|
|
|
|
| ||||||||
($ in millions) |
|
Capital stock |
|
Retained |
|
Foreign currency |
|
Unrealized gains |
|
Pension and |
|
Unrealized |
|
Total |
|
Treasury |
|
Total ABB |
|
Noncontrolling |
|
Total |
|
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 |
|
Retained |
|
Foreign currency |
|
Unrealized gains |
|
Pension and |
|
Unrealized |
|
Total |
|
Treasury |
|
Total ABB |
|
Noncontrolling |
|
Total |
|
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
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 Companys 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 Companys 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 Companys estimates and assumptions.
A portion of the Companys 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 periods presentation.
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
Parents 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.
Notes to the Interim Consolidated Financial Information (unaudited)
Note 3. Acquisitions
Acquisitions were as follows:
|
|
Three months ended |
| ||
($ 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 Companys 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 $324 million for the repayment of debt assumed upon acquisition. Thomas & Betts designs, manufactures and markets components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and utility applications. The acquisition of Thomas & Betts supports the Companys strategy of expanding its Low Voltage Products operating segment into new geographies, sectors and products, and consequently the goodwill acquired represents the future benefits associated with the expansion of market access and product scope.
Notes to the Interim Consolidated Financial Information (unaudited)
The aggregate preliminary allocation of the purchase consideration for Thomas & Betts is as follows:
($ in millions) |
|
Allocated amounts |
|
Weighted-average |
|
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 $5 million representing the fair value of replacement vested stock options issued to Thomas & Betts employees at the acquisition date. The fair value of these stock options was estimated using a Black-Scholes model.
The preliminary estimated fair values of the assets acquired and liabilities assumed for the Thomas & Betts acquisition are based on preliminary calculations and valuations, and facts and circumstances that existed at the acquisition date. The Companys estimates and assumptions are subject to change during the measurement period of the acquisition. The area where preliminary estimates are not yet finalized at March 31, 2013, primarily relates to certain deferred tax liabilities.
The unaudited pro forma financial information in the table below summarizes the combined pro forma results of the Company and Thomas & Betts for the three months ended March 31, 2012, as if Thomas & Betts had been acquired on January 1, 2011.
($ in millions) |
|
Three months ended |
|
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 |
|
|
|
|
|
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 |
) |
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 |
|
Gross |
|
Fair value |
|
Cash and |
|
Marketable |
|
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 |
|
Notes to the Interim Consolidated Financial Information (unaudited)
|
|
December 31, 2012 |
| ||||||||||
($ in millions) |
|
Cost basis |
|
Gross |
|
Gross |
|
Fair value |
|
Cash and |
|
Marketable |
|
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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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
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 Companys 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 Companys 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 Companys 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 $32 million are expected to be reclassified to
Notes to the Interim Consolidated Financial Information (unaudited)
earnings in the following 12 months. At March 31, 2013, the longest maturity of a derivative classified as a cash flow hedge was 75 months.
The amounts of gains or losses, net of tax, reclassified into earnings due to the discontinuance of cash flow hedge accounting and recognized in earnings due to ineffectiveness in cash flow hedge relationships were not significant in the three months ended March 31, 2013 and 2012.
The pre-tax effects of derivative instruments, designated and qualifying as cash flow hedges, on Accumulated other comprehensive loss (OCI) and the Consolidated Income Statements were as follows:
Three months ended March 31, 2013 |
| ||||||||||
Type of derivative |
|
Gains (losses) |
|
Gains (losses) reclassified |
|
Gains (losses) recognized in income |
| ||||
a cash flow hedge |
|
($ 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 |
|
Gains (losses) |
|
Gains (losses) reclassified |
|
Gains (losses) recognized in income |
| ||||
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 $3 million, both net of tax, were reclassified from Accumulated other comprehensive loss to earnings during the three months ended March 31, 2013 and 2012, respectively.
Fair value hedges
To reduce its interest rate exposure arising primarily from its debt issuance activities, the Company uses interest rate swaps. Where such instruments are designated as fair value hedges, the changes in fair value of these instruments, as well as the changes in fair value of the risk component of the underlying debt being hedged, are recorded as offsetting gains and losses in Interest and other finance expense. Hedge ineffectiveness of instruments designated as fair value hedges for the three months ended March 31, 2013 and 2012, was not significant.
The effect of derivative instruments, designated and qualifying as fair value hedges, on the Consolidated Income Statements was as follows:
Three months ended March 31, 2013 |
| ||||||||
Type of derivative |
|
Gains (losses) recognized in income |
|
Gains (losses) recognized in |
| ||||
fair value hedge |
|
Location |
|
($ in millions) |
|
Location |
|
($ in millions) |
|
Interest rate contracts |
|
Interest and other finance expense |
|
(18 |
) |
Interest and other finance expense |
|
17 |
|
Notes to the Interim Consolidated Financial Information (unaudited)
Three months ended March 31, 2012 |
| ||||||||
Type of derivative |
|
Gains (losses) recognized in income |
|
Gains (losses) recognized in |
| ||||
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 |
| ||
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.
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 |
|
Non-current |
|
Current in |
|
Non-current |
|
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 |
|
Non-current |
|
Current in |
|
Non-current |
|
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.
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 Companys 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 Companys 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 Companys 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.
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 securitiesCorporate |
|
|
|
166 |
|
|
|
166 |
|
Available-for-sale securities in Marketable securities and short-term investments |
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
1,339 |
|
|
|
1,339 |
|
Debt securitiesU.S. government obligations |
|
105 |
|
|
|
|
|
105 |
|
Debt securitiesOther government obligations |
|
|
|
3 |
|
|
|
3 |
|
Debt securitiesCorporate |
|
|
|
128 |
|
|
|
128 |
|
Available-for-sale securities in Other non-current assets |
|
|
|
|
|
|
|
|
|
Equity securities |
|
4 |
|
|
|
|
|
4 |
|
Derivative assetscurrent in Other current assets |
|
|
|
208 |
|
|
|
208 |
|
Derivative assetsnon-current in Other non-current assets |
|
|
|
150 |
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Derivative liabilitiescurrent in Provisions and other current liabilities |
|
3 |
|
302 |
|
|
|
305 |
|
Derivative liabilitiesnon-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 securitiesCorporate |
|
|
|
128 |
|
|
|
128 |
|
Available-for-sale securities in Marketable securities and short-term investments |
|
|
|
|
|
|
|
|
|
Equity securities |
|
3 |
|
1,279 |
|
|
|
1,282 |
|
Debt securitiesU.S. government obligations |
|
159 |
|
|
|
|
|
159 |
|
Debt securitiesOther government obligations |
|
|
|
3 |
|
|
|
3 |
|
Debt securitiesCorporate |
|
|
|
117 |
|
|
|
117 |
|
Available-for-sale securities in Other non-current assets |
|
|
|
|
|
|
|
|
|
Equity securities |
|
2 |
|
|
|
|
|
2 |
|
Derivative assetscurrent in Other current assets |
|
|
|
296 |
|
|
|
296 |
|
Derivative assetsnon-current in Other non-current assets |
|
|
|
144 |
|
|
|
144 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Derivative liabilitiescurrent in Provisions and other current liabilities |
|
4 |
|
192 |
|
|
|
196 |
|
Derivative liabilitiesnon-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.
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 Companys 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 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total fair |
|
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 |
|
Notes to the Interim Consolidated Financial Information (unaudited)
|
|
December 31, 2012 |
| ||||||||
($ in millions) |
|
Carrying |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total fair |
|
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).
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 Companys 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 & Poors 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 customers 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 |
|
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 |
|
Notes to the Interim Consolidated Financial Information (unaudited)
|
|
December 31, 2012 |
| ||||
($ in millions) |
|
Trade receivables |
|
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 |
|
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 |
|
Notes to the Interim Consolidated Financial Information (unaudited)
|
|
December 31, 2012 |
| ||||
($ in millions) |
|
Trade receivables |
|
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 |
|
30 60 |
|
60 90 |
|
> 90 days |
|
> 90 days |
|
Not due at |
|
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 |
|
30 60 |
|
60 90 |
|
> 90 days |
|
> 90 days |
|
Not due at |
|
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.
Notes to the Interim Consolidated Financial Information (unaudited)
Note 8. Debt
The Companys total debt at March 31, 2013, and December 31, 2012, amounted to $9,113 million and $10,071 million, respectively.
Short-term debt and current maturities of long-term debt
The Companys Short-term debt and current maturities of long-term debt consisted of the following:
($ 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 Companys long-term debt at March 31, 2013, and December 31, 2012, amounted to $7,430 million and $7,534 million, respectively.
Note 9. Commitments and contingencies
ContingenciesEnvironmental
The Company is engaged in environmental clean-up activities at certain sites arising under various United States and other environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal proceedings, investigations or claims, and it is uncertain to what extent the Company is actually obligated to perform. Provisions for these unresolved matters have been set up if it is probable that the Company has incurred a liability and the amount of loss can be reasonably estimated. If a provision has been recognized for any of these matters the Company records an asset when it is probable that it will recover a portion of the costs expected to be incurred to settle them. Management is of the opinion, based upon information presently available, that the resolution of any such obligation and non-collection of recoverable costs would not have a further material adverse effect on the Companys consolidated financial statements.
The Company is involved in the remediation of environmental contamination at present or former facilities, primarily in the United States. The clean-up of these sites involves primarily soil and groundwater contamination. A significant portion of the provisions in respect of these contingencies reflects the provisions of acquired companies. A substantial portion of one of the acquired entities remediation liability is indemnified by a prior owner. Accordingly, an asset equal to that portion of the remediation liability is included in Other non-current assets.
The total effect of the above environmental obligations on the Companys Consolidated Balance Sheets was as follows:
($ 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.
Notes to the Interim Consolidated Financial Information (unaudited)
ContingenciesRegulatory, Compliance and Legal
Antitrust
In January 2007, the European Commission granted the Company full immunity from fines under its leniency program for the Companys involvement in anti-competitive practices in the Gas Insulated Switchgear (GIS) business. The Companys 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 Companys 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 Companys 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 Commissions 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 Authoritys (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 Companys 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 Companys 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
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 $211 million, respectively, included in Provisions and other current liabilities and Other non-current liabilities, for the above regulatory, compliance and legal contingencies. As it is not possible to make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently available to management, to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the amounts accrued.
Guarantees
General
The following table provides quantitative data regarding the Companys third-party guarantees. The maximum potential payments represent a worst-case scenario, and do not reflect managements expected results. The carrying amount of liabilities recorded in the Consolidated Balance Sheets reflects the Companys best estimate of future payments, which it may incur as part of fulfilling its guarantee obligations.
|
|
Maximum potential payments |
| ||
($ 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 partys 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. Managements 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.
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 |
|
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 Companys 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 Companys employee benefit plans is December 31. The funding policies of the Companys 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 Companys 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 |
|
Other postretirement |
| ||||
|
|
|
|
|
|
|
|
|
|
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 |
|
Other postretirement |
| ||||
|
|
|
|
|
|
|
|
|
|
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 $20 million to its defined benefit pension plans and other postretirement benefit plans, respectively, for the full year 2013.
Notes to the Interim Consolidated Financial Information (unaudited)
Note 11. Earnings per share
Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the period, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise outstanding written call options and outstanding options and shares granted subject to certain conditions under the Companys share-based payment arrangements.
Basic earnings per share
|
|
Three months ended |
| ||
($ in millions, except per share data in $) |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
Amounts attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
668 |
|
685 |
|
Income (loss) from discontinued operations, net of tax |
|
(4 |
) |
|
|
Net income |
|
664 |
|
685 |
|
|
|
|
|
|
|
Weighted-average number of shares outstanding (in millions) |
|
2,296 |
|
2,292 |
|
|
|
|
|
|
|
Basic earnings per share attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
0.29 |
|
0.30 |
|
Income (loss) from discontinued operations, net of tax |
|
|
|
|
|
Net income |
|
0.29 |
|
0.30 |
|
Diluted earnings per share
|
|
Three months ended |
| ||
($ in millions, except per share data in $) |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
Amounts attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
668 |
|
685 |
|
Income (loss) from discontinued operations, net of tax |
|
(4 |
) |
|
|
Net income |
|
664 |
|
685 |
|
|
|
|
|
|
|
Weighted-average number of shares outstanding (in millions) |
|
2,296 |
|
2,292 |
|
Effect of dilutive securities: |
|
|
|
|
|
Call options and shares |
|
7 |
|
2 |
|
Dilutive weighted-average number of shares outstanding |
|
2,303 |
|
2,294 |
|
|
|
|
|
|
|
Diluted earnings per share attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
0.29 |
|
0.30 |
|
Income (loss) from discontinued operations, net of tax |
|
|
|
|
|
Net income |
|
0.29 |
|
0.30 |
|
Notes to the Interim Consolidated Financial Information (unaudited)
Note 12. Reclassifications out of accumulated other comprehensive loss
The following table shows changes in Accumulated other comprehensive loss (OCI) attributable to ABB, by component, net of tax:
($ in millions) |
|
Foreign |
|
Unrealized |
|
Pension and |
|
Unrealized |
|
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) |
|
Location of (gains) losses |
|
Three months ended |
|
|
|
|
|
|
|
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.
Notes to the Interim Consolidated Financial Information (unaudited)
Note 13. Operating segment data
The Chief Operating Decision Maker (CODM) is the Companys Executive Committee. The CODM allocates resources to and assesses the performance of each operating segment using the information outlined below. The Companys 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 Companys 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 Companys 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.
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 |
|
Third-party |
|
Intersegment |
|
Total |
|
Operational |
|
Operational |
|
Operational |
|
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 |
|
Third-party |
|
Intersegment |
|
Total |
|
Operational |
|
Operational |
|
Operational |
|
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.
Notes to the Interim Consolidated Financial Information (unaudited)
|
|
Three months ended March 31, 2013 |
| ||||||||||||
($ in millions, except Operational |
|
Discrete |
|
Low Voltage |
|
Process |
|
Power |
|
Power |
|
Corporate |
|
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 |
% |
Notes to the Interim Consolidated Financial Information (unaudited)
|
|
Three months ended March 31, 2012 |
| ||||||||||||
($ in millions, except Operational |
|
Discrete |
|
Low Voltage |
|
Process |
|
Power |
|
Power |
|
Corporate |
|
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.
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 ABBs 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)
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.
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 4470698360 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.
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 206000000, welches die Ausgabe von höchstens 200000000 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 Ltds 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 |
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Artikel 4ter |
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Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 29. April 2015 das Aktienkapital im Maximalbetrag von CHF 206000000 durch Ausgabe von höchstens 200000000 voll zu liberierenden Namenaktien mit einem Nennwert von je CHF 1.03 zu erhöhen. Erhöhungen in Teilbeträgen sind gestattet. |
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Authorized Share |
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Article 4ter |
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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
· 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.
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Für das Protokoll: |
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For the minutes: |
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Zürich, 25. April 2013 |
Diane de Saint Victor |
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Leiterin Konzern-Rechtsabteilung und Sekretärin des Verwaltungsrats |
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General Counsel and Secretary to the Board of Directors |
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 companys 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
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.
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ABB LTD | |
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Date: April 26, 2013 |
By: |
/s/ Alanna Abrahamson - Haka |
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Name: |
Alanna Abrahamson - Haka |
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Title: |
Group Vice President and |
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By: |
/s/ Richard A. Brown |
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Name: |
Richard A. Brown |
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Title: |
Group Senior Vice President and |