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 2007

Commission File Number 001-16429

ABB Ltd

(Translation of registrant’s name into English)

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

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F              x

 

Form 40-F              o

 

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

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

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

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

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes         o

 

No           x

 

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

 




This Form 6-K consists of the following:

1.               Press release issued by ABB Ltd dated April 26, 2007.

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

The information provided by Item 1 above is deemed filed for all purposes under the Securities Exchange Act of 1934, including by reference in the Registration Statement on Form S-8 (Registration No. 333-129271).

2




Press Release

 

Q1 net income up by 163 percent

·                  Continued strong demand for reliable power and industrial efficiency

·                  Record EBIT and EBIT margin (13.2%) on volume growth and operational improvements

·                  Cash from operations above $300 million

·                  Oil, gas and petrochemicals business moved to discontinued operations

Zurich, Switzerland, April 26, 2007 — ABB’s first-quarter net income rose 163 percent to $537 million from $204 million in the same period of 2006, driven primarily by continued strong market demand and further operational improvements.

Earnings before interest and taxes (EBIT) increased 67 percent from a year earlier, to $822 million. The EBIT margin, or EBIT as a percentage of revenues, increased to a record 13.2 percent from 9.6 percent.

Orders rose 26 percent (20 percent in local currencies), spurred by demand for reliable electricity supplies in both mature and emerging markets, as well as global industrial demand for technologies to improve energy efficiency and productivity. Revenues rose 21 percent (15 percent in local currencies) to $6.2 billion on both high product sales in the quarter and progress on executing the strong order backlog. Not included in the revenue comparison is $237 million in the first quarter of 2007 from the ABB Lummus Global business that was reclassified to discontinued operations (Q1 2006: $208 million).

“Our operational improvements and global reach are paying off,” said Fred Kindle, ABB President and Chief Executive Officer. “We are positioned to capture the strong worldwide demand for technologies to deliver reliable power, increase productivity and save energy. All five divisions and every region, particularly Europe, contributed to our strong start to the year.”

2007 Q1 key figures

 

Q1 07

 

Q1 06(1)

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

8,639

 

6,859

 

26

%

20

%

Order backlog (end March)

 

18,515

 

13,088

 

41

%

34

%

Revenues

 

6,215

 

5,139

 

21

%

15

%

EBIT

 

822

 

492

 

67

%

 

 

as % of revenues

 

13.2

%

9.6

%

 

 

 

 

Net income

 

537

 

204

 

163

%

 

 

as % of revenues

 

8.6

%

4.0

%

 

 

 

 

Basic net income per share ($)

 

0.25

 

0.10

 

 

 

 

 

Cash flow from operating activities

 

303

 

39

 

 

 

 

 


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

Summary of Q1 2007 results

Orders received and revenues

The strong order growth in the first quarter was led by continued demand for improved power infrastructure across all regions. Orders in the Power Products and Power Systems divisions grew 41 and 38 percent, respectively (local currencies: 35 and 30 percent) during the quarter compared to the same period in 2006. Demand was strong for transformers and substations. Industrial markets also remained robust in the first quarter, driven mainly by the metals and marine sectors. This resulted in a 24-percent increase in orders (local currencies: 16 percent) in the Automation Products division, especially for energy-saving

3




motors and drives. Order growth was modest (flat in local currencies) in Process Automation due to the timing of large order awards, primarily in the oil and gas sector. Orders in the Robotics division also increased, led by demand from general industry.

Regionally, orders in Europe rose 31 percent (20 percent in local currencies), reflecting both power infrastructure investments and overall economic strength. Order growth was strongest in Germany, Spain, Italy and Russia. Strong markets in North and South America, especially in the power sector, resulted in a 25 percent increase in orders from the Americas (24 percent in local currencies), led by the U.S. and Brazil. Orders in Asia grew 22 percent (18 percent in local currencies) and continued to benefit from rapid economic development in China and India. High oil prices supported demand in the Middle East and Africa where orders increased 16 percent (14 percent in local currencies).

The volume of large orders (more than $15 million) rose 36 percent (32 percent in local currencies) in the first quarter and base orders (less than $15 million) were up 25 percent (18 percent in local currencies). Large orders represented 13 percent of total orders in the first quarter of 2007, slightly higher than the first quarter of 2006 but below the exceptionally high levels seen in the fourth quarter of 2006. The order backlog at the end of March was $5.4 billion higher (41 percent in U.S. dollars and 34 percent in local currencies) than at the end of the first quarter of 2006 and $2.6 billion higher (up 16 percent in both U.S. dollars and local currencies) than at the end of 2006.

The 21 percent increase in revenues (15 percent in local currencies) is primarily the result of strong product sales in the quarter as well as the execution of orders from the backlog.

Earnings before interest and taxes

All divisions increased their EBIT and EBIT margins in the first quarter of 2007, mainly through higher volumes and capacity utilization, as well as improved selection and execution of large projects. Other operational improvements, including more efficient supply management and increasing production and engineering capacity in lower cost countries, were further factors in the EBIT and EBIT margin improvement. EBIT in the quarter also benefited from a lower level of restructuring and other charges, such as those related to the transformer consolidation program, compared to the same quarter in 2006.

Discontinued operations

A small profit was recorded in the first quarter of 2007 in discontinued operations. This includes income from the ABB Lummus Global oil, gas and petrochemicals business, which was reclassified into discontinued operations from Non-core activities. The reclassification reflects ABB’s expectation to sell the business. (Please refer to Appendix I for more detail on ABB Lummus Global’s first-quarter results.) The sale of ABB’s Building Systems business in Germany, announced in February of this year, was completed on April 12, 2007. Discontinued operations in the first quarter of 2006 included an approximately $90 million negative impact from the mark-to-market accounting treatment of ABB shares held for the Combustion Engineering asbestos settlement.

Cash flow

Cash flow from operations improved significantly in the first quarter, mainly reflecting earnings growth. Net working capital as a share of revenues increased to 12.2 percent in the first quarter from 11.3 percent in the same quarter a year ago, mainly the result of higher inventories to execute orders received in recent quarters that have not yet flowed through to revenues, as well as higher receivables.

4




Balance sheet

Cash and marketable securities increased, primarily the result of higher cash-effective earnings. Following the conversion during the first quarter of 79 percent of the company’s 1-billion Swiss franc convertible bonds maturing in 2010, total debt decreased by approximately $650 million and equity increased by a similar amount. As the result of the bond conversion and the strong net income in the quarter, ABB’s gearing(1) at the end of March 2007 decreased to 26 percent from 34 percent at the end of 2006.
Net cash(2) amounted to $2.3 billion at the end of March 2007 compared to $1.5 billion at the end of the previous quarter.


(1)             The gearing ratio is calculated as total debt divided by the sum of total debt and equity, including minority interest.

(2)             Net cash is calculated as the sum of cash and equivalents and marketable securities and short-term investments, less total debt.

Credit rating increase

On April 23, 2007, Standard & Poor’s raised ABB’s long-term corporate credit rating from BBB+ to A-, with a stable outlook. It was the third increase by Standard & Poor’s on ABB’s credit rating since the beginning of 2006.

Divisional performance Q1 2007

Power Products division

 

Q1 07

 

Q1 06(1)

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

3,257

 

2,310

 

41

%

35

%

Order backlog (end March)

 

6,188

 

4,202

 

47

%

40

%

Revenues

 

2,060

 

1,463

 

41

%

35

%

EBIT

 

317

 

173

 

83

%

 

 

as % of revenues

 

15.4

%

11.8

%

 

 

 

 

Cash flow from operating activities

 

87

 

61

 

 

 

 

 


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

Order growth remained very strong in the first quarter. Both base and large orders increased and orders were up in all businesses and regions. Transformer orders grew strongest, driven by demand in the U.S., Brazil, Germany and Spain. Large orders from eastern Europe and the Middle East for switchgear used in high-voltage substations also contributed to the order growth.

Revenues grew significantly in all businesses on increased productivity, a higher initial order backlog and price increases in some product areas to compensate for higher raw material costs. There were no expenses in the first quarter of 2007 related to the transformer consolidation program announced in 2005 (first quarter 2006: $17 million).

EBIT and EBIT margin rose, mainly reflecting the improved cost efficiency of higher factory loadings, operational improvements and lower transformer consolidation costs.

Power Systems division

 

Q1 07

 

Q1 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

1,797

 

1,306

 

38

%

30

%

Order backlog (end March)

 

6,357

 

4,417

 

44

%

35

%

Revenues

 

1,154

 

1,012

 

14

%

8

%

EBIT

 

80

 

48

 

67

%

 

 

as % of revenues

 

6.9

%

4.7

%

 

 

 

 

Cash flow from operating activities

 

17

 

4

 

 

 

 

 

Both base and large orders increased significantly in the firest quarter compared to the same quarter a year earlier. The substations and network management businesses led the growth

5




as electrical utilities continued to invest in infrastructure upgrades. Orders were up strongly in Europe, the Americas and in Asia, especially India. Orders also grew at a high single-digit pace in the Middle East and Africa.

Revenue growth in the quarter reflected primarily the timing of project execution from the order backlog. EBIT and EBIT margin increased on higher revenues combined with improved project selection and execution and increased capacity utilization.

Automation Products division

 

Q1 07

 

Q1 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

2,411

 

1,944

 

24

%

16

%

Order backlog (end March)

 

3,006

 

1,862

 

61

%

51

%

Revenues

 

1,898

 

1,530

 

24

%

16

%

EBIT

 

309

 

221

 

40

%

 

 

as % of revenues

 

16.3

%

14.4

%

 

 

 

 

Cash flow from operating activities

 

97

 

131

 

 

 

 

 

Industrial markets continued to develop favorably in the first quarter, leading to a further increase in demand. Orders were higher in all businesses and regions. Among the larger orders booked in the quarter were traction converters and motors for rail customers, medium-voltage drives for a metals customer and high-power rectifiers for a smelter project in India.

Higher revenues followed the good order development during the quarter as well as benefiting from the strong order backlog. Revenue growth and continued high capacity utilization led to a further increase in EBIT and EBIT margin.

Process Automation division

 

Q1 07

 

Q1 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

1,741

 

1,659

 

5

%

(1

)%

Order backlog (end March)

 

4,348

 

3,118

 

39

%

31

%

Revenues

 

1,383

 

1,235

 

12

%

6

%

EBIT

 

139

 

118

 

18

%

 

 

as % of revenues

 

10.1

%

9.6

%

 

 

 

 

Cash flow from operating activities

 

83

 

4

 

 

 

 

 

A decrease in large orders in the first quarter compared to the same quarter in 2006 was offset by a 13-percent increase in base orders (7 percent in local currencies). Orders increased in the metals sector — especially in the steel industry — and in marine. Demand from these two sectors was mainly driven by Asia. Orders from the oil and gas sector were lower, primarily reflecting the timing of project awards.

Revenue growth in the first quarter principally reflected progress made on the execution of systems orders and higher product sales during the quarter. Higher revenues and continued solid project execution contributed to the higher EBIT and EBIT margin.

Robotics division

 

Q1 07

 

Q1 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

378

 

326

 

16

%

9

%

Order backlog (end March)

 

516

 

496

 

4

%

(2

)%

Revenues

 

305

 

333

 

(8

)%

(13

)%

EBIT

 

15

 

1

 

 

 

 

as % of revenues

 

4.9

%

0.3

%

 

 

 

 

Cash flow from (used in) operating activities

 

43

 

(67

)

 

 

 

 

 

6




Orders rose in the quarter as higher demand from general industry, such as packaging, consumer electronics and food processing, more than offset continued weakness in the automotive sector.

Revenues declined in the first quarter as a result of the weak order backlog. However, both EBIT and EBIT margin improved. This was a reflection of costs incurred in the first quarter of last year to improve the division’s operational performance, the non-recurrence of costs related to a project, and the first positive results from the operational improvement initiatives. Increased revenues from general industry also contributed to the higher EBIT and EBIT margin.

Non-core activities

Following the reclassification of ABB Lummus Global to discontinued operations, Non-core activities now principally comprises ABB’s Equity Ventures investment portfolio and the Group’s corporate real estate activities. In the first quarter of 2007, Non-core activities generated EBIT of $35 million.

In February 2007, ABB announced the sale of its Equity Ventures investments in the Jorf Lasfar (Morocco) and Neyveli (India) power plants. That transaction is expected to close during the second quarter of 2007.

Outlook

The business environment for ABB during the remainder of 2007 is expected to remain in line with the positive market situation seen in 2006 and the first quarter of this year. Demand for power transmission and distribution infrastructure is expected to continue on a high level in all regions. Equipment replacement and improved network efficiency and reliability are forecast to be the drivers of higher demand in Europe and North America.

Automation-related industrial investments are expected to continue in most sectors. Overall, automation-related demand growth is expected to be strongest in Asia and the Americas in 2007, with more modest growth in Europe.

In addition, ABB is well-positioned to benefit from increasing investments to mitigate climate change with energy-efficient products and systems.

Order growth is expected to continue on a high level but to moderate somewhat over the remainder of 2007, compared to the extraordinarily high order growth rates experienced in 2006.

7




More information

The 2007 Q1 results press release and presentation slides are available from April 26, 2007, on the ABB News Center at www.abb.com/news and on the Investor Relations homepage at www.abb.com/investorrelations.

ABB will host a press conference today starting at 10:00 a.m. Central European Time (CET). U.K. callers should dial +44 20 7107 0611. From Sweden, +46 8 5069 2105, and from the rest of Europe, +41 91 610 56 00. Lines will be open 15 minutes before the start of the conference. Audio playback of the call will start one hour after the call ends and will be available for 72 hours: Playback numbers: +44 20 7108 6233 (U.K.), +41 91 612 4330 (rest of Europe) or +1 (1) 866 416 2558 (U.S./Canada). The code is 295, followed by the # key.

A conference call for analysts and investors is scheduled to begin today at 3:00 p.m. CET (9:00 a.m. EDT). Callers should dial +1 412 858 4600 (from the U.S./Canada) or +41 91 610 56 00 (Europe and the rest of the world). Callers are requested to phone in 15 minutes before the start of the call. The audio playback of the call will start one hour after the end of the call and be available for two weeks. Playback numbers: +1 866 416 2558 (U.S./Canada) or +41 91 612 4330 (Europe and the rest of the world). The code is 683, followed by the # key.

Investor calendar 2007

 

 

ABB Ltd Annual General Meeting

 

May 3, 2007

Q2 2007 results

 

July 26, 2007

Q3 2007 results

 

Oct. 25, 2007

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 109,000 people.

Zurich, April 26, 2007

Fred Kindle, CEO

Important notice about forward-looking information

This press release includes forward-looking information and statements including the section entitled “Outlook,” 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, the amount of revenues we are able to generate from backlog and orders received, raw materials prices, market acceptance of new products and services, changes in governmental regulations and costs associated with compliance activities, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in ABB Ltd’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 20-F. Although ABB Ltd believes that its expectations reflected in any such forward-looking statement are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved.

 

For more information please contact:

 

 

Media Relations:

Investor Relations:

ABB Ltd

Thomas Schmidt, Wolfram Eberhardt

Switzerland: Tel. +41 43 317 7111

Affolternstrasse 44

(Zurich, Switzerland)

Sweden: Tel. +46 21 325 719

CH-8050 Zurich, Switzerland

Tel: +41 43 317 6568

USA: Tel. +1 203 750 7743

 

Fax: +41 43 317 7958

investor.relations@ch.abb.com

 

media.relations@ch.abb.com

 

 

 

 

 

 

8




 

ABB first-quarter (Q1) 2007 key figures

$ millions unless
otherwise indicated

 

 

 

Q1 07

 

Q1 06(1)

 

Change

 

 

 

 

 

 

 

 

 

US$

 

Local

 

Orders

 

Group

 

8,639

 

6,859

 

26

%

20

%

 

 

Power Products

 

3,257

 

2,310

 

41

%

35

%

 

 

Power Systems

 

1,797

 

1,306

 

38

%

30

%

 

 

Automation Products

 

2,411

 

1,944

 

24

%

16

%

 

 

Process Automation

 

1,741

 

1,659

 

5

%

(1

%)

 

 

Robotics

 

378

 

326

 

16

%

9

%

 

 

Non-core activities

 

101

 

93

 

9

%

1

%

 

 

Corporate (Inter-division eliminations)

 

(1,046

)

(779

)

 

 

 

 

Revenues

 

Group

 

6,215

 

5,139

 

21

%

15

%

 

 

Power Products

 

2,060

 

1,463

 

41

%

35

%

 

 

Power Systems

 

1,154

 

1,012

 

14

%

8

%

 

 

Automation Products

 

1,898

 

1,530

 

24

%

16

%

 

 

Process Automation

 

1,383

 

1,235

 

12

%

6

%

 

 

Robotics

 

305

 

333

 

(8

%)

(13

%)

 

 

Non-core activities

 

98

 

95

 

3

%

(5

%)

 

 

Corporate (Inter-division eliminations)

 

(683

)

(529

)

 

 

 

 

EBIT

 

Group

 

822

 

492

 

67

%

 

 

 

 

Power Products

 

317

 

173

 

83

%

 

 

 

 

Power Systems

 

80

 

48

 

67

%

 

 

 

 

Automation Products

 

309

 

221

 

40

%

 

 

 

 

Process Automation

 

139

 

118

 

18

%

 

 

 

 

Robotics

 

15

 

1

 

 

 

 

 

 

Non-core activities

 

35

 

12

 

192

%

 

 

 

 

Corporate

 

(73

)

(81

)

 

 

 

 

EBIT margin (%)

 

Group

 

13.2

%

9.6

%

 

 

 

 

 

 

Power Products

 

15.4

%

11.8

%

 

 

 

 

 

 

Power Systems

 

6.9

%

4.7

%

 

 

 

 

 

 

Automation Products

 

16.3

%

14.4

%

 

 

 

 

 

 

Process Automation

 

10.1

%

9.6

%

 

 

 

 

 

 

Robotics

 

4.9

%

0.3

%

 

 

 

 


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

ABB Q1 2007 orders received and revenues by region

$ millions

 

Orders received

 

Change

 

Revenues

 

Change

 

 

 

Q1 07

 

Q1 06(1)

 

US$

 

Local

 

Q1 07

 

Q1 06(1)

 

US$

 

Local

 

Europe

 

4,004

 

3,053

 

31

%

20

%

2,926

 

2,283

 

28

%

17

%

Americas

 

1,565

 

1,256

 

25

%

24

%

1,133

 

1,052

 

8

%

8

%

Asia

 

2,143

 

1,751

 

22

%

18

%

1,501

 

1,321

 

14

%

8

%

Middle East and Africa

 

927

 

799

 

16

%

14

%

655

 

483

 

36

%

34

%

Group total

 

8,639

 

6,859

 

26

%

20

%

6,215

 

5,139

 

21

%

15

%


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

9




 

Appendix I

ABB Lummus Global Q1 2007 key figures

 

 

Q1 07

 

Q1 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

155

 

153

 

(1

%)

(3

%)

Revenues

 

237

 

208

 

14

%

6

%

EBIT

 

8

 

22

 

(64

%)

 

 

as % of revenues

 

3.4

%

10.6

%

 

 

 

 

ABB Lummus Global’s EBIT in the first quarter of 2007 includes charges to cover anticipated costs associated with the closing of a large project.

Appendix II

Accounting pronouncements

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). Among other things, FIN 48 requires applying a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 percent likely of being realized upon ultimate settlement. This new guidance has been effective for the Company since January 1, 2007.

For the Company, the adoption of FIN 48 led to the reclassification of certain income tax-related liabilities in the Consolidated Balance Sheet. Among others, the reclassification resulted in a decrease of approx. $340 million in the opening of deferred taxes—non-current liabilities, a decrease of approx. $100 million in the opening of provisions and other—current liabilities, a decrease of approx. $30 million in the opening of accrued expenses—current liabilities and an increase of approx. $470 million in the opening of other liabilities—non-current liabilities. The adjustment to opening retained earnings was immaterial. As required by FIN 48, prior periods will not be restated.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 provides a single definition for fair value that is to be applied consistently for all accounting applications, and also generally describes and prioritizes according to reliability the methods and inputs used in valuations. SFAS 157 will be effective for the Company on January 1, 2008. The Company is currently evaluating and assessing the impact of adopting SFAS 157 on its Consolidated Financial Statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, e.g. for certain firm commitments. SFAS 159 will be adopted by the Company earliest on January 1, 2008. The Company is currently evaluating and assessing the impact of adopting SFAS 159 on its Consolidated Financial Statements.

 

10




 

Local currencies

The results of operations and financial position of many of ABB’s non-U.S. subsidiaries are recorded in the currencies of the countries in which those subsidiaries reside. The company refers to these as “local currencies.” However, ABB reports its operational and financial results in U.S. dollars. Differences in our results in local currencies as compared to U.S. dollars are caused exclusively by changes in currency exchange rates.

Appendix III

Reconciliation of financial measures Q1 2007

 

Q1 07

 

Q1 06 (1)

 

$ millions unless otherwise indicated

 

 

 

 

 

EBIT margin:

 

 

 

 

 

Earnings before interest and taxes

 

822

 

492

 

Total revenues

 

6,215

 

5,139

 

EBIT margin

 

13.2

%

9.6

%

 

 

 

 

 

 

Net margin:

 

 

 

 

 

Net income

 

537

 

204

 

Total revenues

 

6,215

 

5,139

 

Net margin

 

8.6

%

4.0

%


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

EBIT margin and net margin are calculated by dividing EBIT and net income, respectively, by total revenues. Management believes EBIT margin and net margin are useful measures of profitability and uses them as performance targets.

 

 

Mar. 31, 
2007

 

Dec. 31, 
2006 (1)

 

Net cash:

 

 

 

 

 

Cash and equivalents

 

4,366

 

4,211

 

Marketable securities and short-term investments

 

685

 

528

 

Cash and marketable securities

 

5,051

 

4,739

 

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

 

341

 

122

 

Long-term debt

 

2,371

 

3,160

 

Total debt

 

2,712

 

3,282

 

Net cash

 

2,339

 

1,457

 

 

 

 

 

 

 

Gearing:

 

 

 

 

 

Total debt

 

2,712

 

3,282

 

Total stockholders’ equity

 

7,231

 

6,038

 

Minority interest

 

484

 

451

 

Gearing

 

26

%

34

%


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

Net cash is a financial measure that is calculated as the total of our cash and equivalents, marketable securities and short-term investments minus our total debt.

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

11




 

ABB Ltd Consolidated Income Statements

 

$ millions, except per share data (unaudited)

 

Jan.-Mar. 2007

 

Jan.-Mar. 2006 (1)

 

Sales of products

 

5,284

 

4,273

 

Sales of services

 

931

 

866

 

Total revenues

 

6,215

 

5,139

 

 

 

 

 

 

 

Cost of products

 

(3,680

)

(3,104

)

Cost of services

 

(615

)

(594

)

Total cost of sales

 

(4,295

)

(3,698

)

Gross profit

 

1,920

 

1,441

 

Selling, general & administrative expenses

 

(1,140

)

(966

)

Other income (expense) net

 

42

 

17

 

Earnings before interest and taxes

 

822

 

492

 

Interest and dividend income

 

50

 

34

 

Interest and other finance expense

 

(75

)

(75

)

Income from continuing operations before taxes and minority interest

 

797

 

451

 

Provision for taxes

 

(224

)

(153

)

Minority interest

 

(40

)

(31

)

Income from continuing operations

 

533

 

267

 

Income (loss) from discontinued operations, net of tax

 

4

 

(63

)

Net income

 

537

 

204

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

 

 

 

 

Income from continuing operations

 

0.24

 

0.13

 

Income (loss) from discontinued operations, net of tax

 

0.01

 

(0.03

)

Net income

 

0.25

 

0.10

 

Average basic shares (in millions)

 

2,190

 

2,035

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

 

 

 

 

Income from continuing operations

 

0.23

 

0.13

 

Income (loss) from discontinued operations, net of tax

 

0.01

 

(0.03

)

Net income

 

0.24

 

0.10

 

Average diluted shares (in millions)

 

2,304

 

2,152

 


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

12




 

ABB Ltd Consolidated Balance Sheets

$ millions, except share data (unaudited)

 

Mar. 31,
2007

 

Dec. 31,
2006(1)

 

 

 

 

 

 

 

Cash and equivalents

 

4,366

 

4,211

 

Marketable securities & short-term investments

 

685

 

528

 

Receivables, net

 

6,847

 

6,592

 

Inventories, net

 

4,339

 

3,850

 

Prepaid expenses

 

277

 

248

 

Deferred taxes

 

598

 

572

 

Other current assets

 

207

 

237

 

Assets held for sale and in discontinued operations

 

1,316

 

1,305

 

Total current assets

 

18,635

 

17,543

 

 

 

 

 

 

 

Financing receivables

 

540

 

539

 

Property, plant and equipment, net

 

2,818

 

2,803

 

Goodwill

 

2,388

 

2,369

 

Other intangible assets, net

 

272

 

286

 

Prepaid pension and other employee benefits

 

372

 

373

 

Investments in equity method companies

 

552

 

545

 

Deferred taxes

 

521

 

509

 

Other non-current assets

 

153

 

175

 

Total assets

 

26,251

 

25,142

 

 

 

 

 

 

 

Accounts payable, trade

 

3,894

 

3,692

 

Accounts payable, other

 

1,143

 

1,173

 

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

 

341

 

122

 

Advances from customers

 

1,721

 

1,493

 

Deferred taxes

 

227

 

226

 

Asbestos obligations

 

150

 

150

 

Provision and other

 

2,779

 

2,880

 

Accrued expenses

 

1,451

 

1,517

 

Liabilities held for sale and in discontinued operations

 

1,271

 

1,232

 

Total current liabilities

 

12,977

 

12,485

 

 

 

 

 

 

 

Long-term debt

 

2,371

 

3,160

 

Pension and other employee benefits

 

804

 

809

 

Deferred taxes

 

491

 

763

 

Asbestos obligations

 

262

 

282

 

Other liabilities

 

1,631

 

1,154

 

Total liabilities

 

18,536

 

18,653

 

 

 

 

 

 

 

Minority interest

 

484

 

451

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital

 

5,172

 

4,514

 

Retained earnings

 

4,184

 

3,647

 

Accumulated other compreshensive loss

 

(2,022

)

(2,019

)

Less: Treasury stock, at cost (8,750,738 and 8,782,721 shares at March 31, 2007 and December 31, 2006)

 

(103

)

(104

)

Total stockholders’ equity

 

7,231

 

6,038

 

Total liabilities and stockholders’ equity

 

26,251

 

25,142

 


(1)             Adjusted to reflect the reclassification of activities to discontinued operations

13




 

ABB Ltd Consolidated Statements of Cash Flows

$ millions (unaudited)

 

Jan.-Mar. 2007

 

Jan.-Mar. 2006

 

Operating activities

 

 

 

 

 

Net income

 

$

537

 

$

204

 

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

 

 

 

 

 

Depreciation and amortization

 

147

 

135

 

Provisions

 

(5

)

138

 

Pension and postretirement benefits

 

(7

)

2

 

Deferred taxes

 

41

 

48

 

Net gain from sale of property, plant and equipment

 

(13

)

(9

)

Income from equity accounted companies

 

(29

)

(24

)

Minority interest

 

40

 

31

 

Loss on sale of discontinued operations

 

 

 

Other

 

49

 

(4

)

Changes in operating assets and liabilities:

 

 

 

 

 

Marketable securities (trading)

 

 

 

Trade receivables

 

106

 

(75

)

Inventories

 

(469

)

(368

)

Trade payables

 

143

 

135

 

Advances from customers

 

112

 

85

 

Other assets and liabilities, net

 

(349

)

(259

)

Net cash provided by operating activities

 

303

 

39

 

Investing Activities

 

 

 

 

 

Changes in financing receivables

 

3

 

7

 

Purchases of marketable securities and short-term investments (other than trading)

 

(2,037

)

(1,243

)

Purchases of property, plant and equipment and intangible assets

 

(124

)

(89

)

Acquisition of businesses (net of cash acquired)

 

(26

)

 

Proceeds from sales of marketable securities and short-term investments (other than trading)

 

1,898

 

1,028

 

Proceeds from sales of property, plant and equipment

 

19

 

14

 

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

 

112

 

13

 

Net cash used in investing activities

 

(155

)

(270

)

Financing Activities

 

 

 

 

 

Net changes in borrowings with maturities of 90 days or less

 

25

 

23

 

Increases in borrowings

 

49

 

17

 

Repayment of borrowings

 

(26

)

(38

)

Other

 

(34

)

23

 

Net cash provided by financing activities

 

14

 

25

 

Effects of exchange rate changes on cash and equivalents

 

2

 

46

 

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

 

(9

)

4

 

 

 

 

 

 

 

Net change in cash and equivalents—continuing operations

 

155

 

(156

)

Cash and equivalents begining of period

 

4,211

 

3,152

 

Cash and equivalents end of period

 

4,366

 

2,996

 

Supplementary disclosure of cash flow information

 

 

 

 

 

Interest paid

 

59

 

68

 

Taxes paid

 

158

 

129

 

Common stock issued in exchange for long term debt and related accrued interest

 

660

 

 

 

14




ABB Ltd Consolidated Statements of Changes in Stockholders’ Equity

 

 

 

 

 

 

Accumulated other comprehensive loss

 

$ millions (unaudited)

 

Capital
stock
and
additional
paid-in 
capital

 

Retained
earnings

 

Foreign
currency 
translation 
adjustment

 

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

 

Minimum
pension 
liability
adjustment

 

Unrealized
gain (loss)

of
cash flow 
hedge
derivatives

 

Total
accumulated 
other
comprehensive 
loss

 

Treasury
stock

 

Total
stockholders’
 equity

 

Balance at January 1, 2007

 

$

4,514

 

$

3,647

 

$

(1,462

)

$

(2

)

$

(629

)

$

74

 

$

(2,019

)

$

(104

)

$

6,038

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

537

 

Net income

 

 

 

537

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

38

 

 

 

 

 

 

 

38

 

 

 

38

 

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

 

 

 

 

 

 

 

2

 

 

 

 

 

2

 

 

 

2

 

Minimum pension liability adjustments, net of tax

 

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

(40

)

(40

)

 

 

(40

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

534

 

Employee incentive plans

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Treasury share transactions

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

Convertible bonds

 

654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

654

 

Balance at March 31, 2007

 

$

5,172

 

$

4,184

 

$

(1,424

)

 

$

(632

)

$

34

 

$

(2,022

)

$

(103

)

$

7,231

 

 

15




 

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

Name

 

Date

 

Description

 

Purchased

 

Sold

 

Price

Bernhard Jucker

 

February 16, 2007

 

Shares

 

10,600

 

 

 

CHF 22.65

Gary Steel

 

February 16, 2007

 

Warrants

 

 

 

1,000,000

 

CHF 3.02

Gary Steel

 

February 16, 2007

 

Shares

 

 

 

40,000

 

CHF 22.20

Dinesh Paliwal

 

February 16, 2007

 

Shares

 

12,000

 

 

 

USD 18.07

Ulrich Spiesshofer

 

February 16, 2007

 

Shares

 

8,000

 

 

 

CHF 22.40

Peter Leupp

 

February 19, 2007

 

Convertible Bonds

 

 

 

20

 

Denomination CHF 5,000

Dinesh Paliwal

 

February 22, 2007

 

Warrant Appreciation Rights

 

 

 

1,000,000

 

CHF 3.01

Diane de Saint Victor

 

March 13, 2007

 

Shares

 

20,000

 

 

 

CHF 20.75

Veli-Matti Reinikkala

 

March 13, 2007

 

Shares

 

5,000

 

 

 

USD 16.84

Veli-Matti Reinikkala

 

March 14, 2007

 

Shares

 

5,000

 

 

 

USD 16.36

Fred Kindle

 

March 22, 2007

 

Shares

 

Grant/31,983

 

 

 

CHF 20.95

 

16




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ABB LTD

 

 

 

 

 

Date: April 27, 2007

 

By:

/s/ FRANCOIS CHAMPAGNE

 

 

 

Name:

Francois Champagne

 

 

 

Title:

Group Vice President and
Senior Counsel

 

 

 

 

 

 

 

 

By:

/s/ RICHARD A. BROWN

 

 

 

Name:

Richard A. Brown

 

 

 

Title:

Group Vice President and
Assistant General Counsel