SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: July 2003
Commission File Number: 001-16429
ABB Ltd
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(Exact name of registrant as specified in charter)
N/A
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(Translation of registrant's name into English)
Switzerland
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(Jurisdiction of organization)
P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland
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(Address of principal executive offices)
Registrant's telephone number, international: + 011-41-1-317-7111
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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
--- ---
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 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 of ABB Ltd (the "Company"), dated July 29, 2003, announcing
the Company's financial results for the second quarter of its 2003 fiscal
year.
2. Summary financial information of the Company for the six months ended June
30, 2003.
Press Release
ABB reports solid progress in Q2
o Double-digit EBIT growth
o Cost reduction program yields savings of US$ 160 million
o Net income burdened by discontinued operations, capital losses from
divestments
o Core divisions' operating cash flow at US$ 381 million
ABB Q2 2003 key figures (US$ millions)
--------------------------------------------------------------------------------------------------------
April-June April-June % change
2003 2002(1) nominal
--------------------------------------------------------------------------------------------------------
Orders Group 4,929 4,667 +6%
---------------------------------------------------------------------------------------
Power Technologies 1,923 1,809 +6%
---------------------------------------------------------------------------------------
Automation Technologies 2,473 2,322 +7%
--------------------------------------------------------------------------------------------------------
Revenues Group 5,061 4,534 +12%
---------------------------------------------------------------------------------------
Power Technologies 1,939 1,786 +9%
---------------------------------------------------------------------------------------
Automation Technologies 2,463 2,171 +13%
--------------------------------------------------------------------------------------------------------
EBIT* Group 171 150 +14%
---------------------------------------------------------------------------------------
Power Technologies 146 130 +12%
---------------------------------------------------------------------------------------
Automation Technologies 198 162 +22%
---------------------------------------------------------------------------------------
Non-core activities -33 12
--------------------------------------------------------------------------------------------------------
EBIT margin Group 3.4% 3.3%
---------------------------------------------------------------------------------------
Power Technologies 7.5% 7.3%
---------------------------------------------------------------------------------------
Automation Technologies 8.0% 7.5%
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Income/(loss) from discontinued operations -87 -3
--------------------------------------------------------------------------------------------------------
Net income/(loss) -55 38
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* Earnings before interest and taxes, see Summary Financial Information for more
information
(1) Restated to reflect the move of businesses to discontinued operations, a
restatement filed by the Swedish Export Credit Corp., and the impact of the
equity conversion option (bifurcation) on the convertible bond issued in May
2002. See Summary Financial Information for more information
Zurich, Switzerland, July 29, 2003 - A strong performance by ABB's core Power
and Automation Technologies divisions lifted the company's second-quarter
earnings before interest and taxes by 14 percent (11 percent in local
currencies). Operating cash flow from the core divisions improved and the
company again lowered costs while increasing margins. Losses in discontinued
operations and capital losses from divestments contributed to a net loss of US$
55 million.
"We're clearly moving in the right direction," said Jurgen Dormann, ABB chairman
and CEO. "We achieved solid earnings, margins and cash flow performance in our
core divisions and a steady reduction in our cost base. There is hard work
ahead, but our company is now in much better shape than it was a year ago."
Continued growth in Asia and in the service business partly offset lower capital
spending in a number of customer industries and weak demand in the Americas. "We
held revenues steady despite difficult market conditions in the quarter and we
expect higher orders and revenues in the second half," Dormann said. "We
therefore confirm our targets."
The company cleared another hurdle toward settling its asbestos liabilities with
a positive U.S. court ruling on July 10 at the bankruptcy court level, and
continued its program of divestments aimed at reducing total debt by the end of
the year to about US$ 6.5 billion.
Summary of group results
Order development varied widely depending on region and industrial sector.
Orders were mainly lower in the Americas, flat in western Europe and higher in
eastern Europe, Asia, the Middle East and Africa, in line with demand patterns
seen at the beginning of the year. Service orders continued to grow, while
capital expenditure by customers remained cautious in many sectors. Investment
in large power infrastructure projects have been delayed to the second half of
the year.
The translation of local currency transactions into U.S. dollars for reporting
purposes positively impacted reported orders and revenues by about 10 percent as
the the U.S. dollar weakened against the euro and the Swiss franc during the
second quarter.
For the second quarter of 2003, ABB reported a 6-percent increase in orders to
US$ 4,929 million (down 6 percent in local currencies), compared to US$ 4,667
million in the same period last year. Core division orders grew 6 percent to US$
4,396 million (down 5 percent in local currencies). Base orders (orders below
US$ 15 million) amounted to US$ 4,572 million, or 93 percent of total orders,
the same percentage as a year earlier. Orders for Non-core activities and
discontinued operations (the Oil, Gas and Petrochemicals division) were lower,
both in U.S. dollars and local currencies, compared to the same quarter in 2002.
The combined order backlog for the core divisions rose to US$ 10,052 million
from US$ 9,872 million at the end of the first quarter. The order backlog for
the group at the end of the second quarter was US$ 10,785 million, flat compared
to the first quarter (US$ 10,684 million on March 31, 2003).
Total revenues in the second quarter were 12 percent higher at US$ 5,061 million
(down 2 percent in local currencies). Core division revenues rose 11 percent to
US$ 4,402 million from US$ 3,957 in the same quarter a year ago (down 1 percent
in local currencies). Revenues were slightly higher in Non-core activities.
Group EBIT was US$ 171 million, up 14 percent from the second quarter of 2002
(up 11 percent in local currencies), while core division EBIT amounted to US$
344 million compared to US$ 292 million in the same quarter last year. Group
earnings were affected by a US$ 46-million loss in Building Systems (part of
Non-core activities). Group EBIT included restructuring costs of US$ 82 million
in the quarter, compared to US$ 51 million in the same quarter a year ago, and a
US$ 87-million loss on the divestment of ABB's 35-percent stake in the Swedish
Export Credit Corporation (SEK). The company reported a gain of US$ 28 million
on the divestment of two holdings in its Equity Ventures portfolio. The EBIT
margin was 3.4 percent, up from 3.3 percent in the same quarter last year.
Excluding net capital losses of US$ 69 million in the quarter, the EBIT margin
amounted to 4.7 percent.
Finance net (the difference between interest and dividend income and interest
and other finance expense) was negative US$ 92 million compared to negative US$
74 million in the second quarter of 2002.
Discontinued operations reported a loss of US$ 87 million compared to a loss of
US$ 3 million in the second quarter of 2002, including a loss of US$ 43 million
in the Oil, Gas and
Petrochemicals division compared to income of US$ 30 million in the same period
last year. Also included in the discontinued operations result is a US$
30-million non-cash loss reflecting a mark-to-market adjustment of the value of
some 30 million ABB Ltd shares committed to cover part of the company's asbestos
liabilities.
The ABB Group's second quarter net loss amounted to US$ 55 million, compared to
net income of US$ 38 million for the same period in 2002.
Cost reduction
ABB realized savings of about US$ 160 million in the second quarter (US$ 230
million in the first half of the year) from its business improvement program,
called Step change. Introduced in late 2002, the goals of the program are to
increase competitiveness of ABB's core businesses, reduce overhead costs and
streamline operations by approximately $900 million (revised from US$ 800
million) on an annual basis by 2005. The Step change program is expected to be
completed by mid-2004.
Major cost-saving projects implemented so far include improved supply management
in Sweden, streamlined IT activities in the U.S., Germany and Switzerland, and
closures of production facilities in various countries. As a result of the Step
change program, the company reduced some 3,800 jobs in the first half of the
year.
As part of the initiative to streamline operations, ABB and IBM yesterday
announced a ten-year agreement to outsource to IBM close to 90 percent of ABB's
information systems infrastructure operations, including the transfer to IBM of
780 employees, in a deal valued at US$ 1.1 billion. ABB expects the outsourcing
agreement to result in annual savings of at least US$ 50 million.
As of June 30, 2003, ABB employed 133,200 people, compared to 139,100 at the end
of 2002.
Cash flow
The combined cash flow from operations in the two core divisions in the quarter
amounted to US$ 381 million. This was more than offset by asbestos-related cash
payments of US$ 51 million by U.S. subsidiary Combustion Engineering, US$ 88
million used by discontinued operations (Oil, Gas and Petrochemicals division),
US$ 27 million used in Non-core activities, and other movements of some US$ 240
million. As a result, net cash from operating activities in the quarter amounted
to negative US$ 25 million.
Divestments
ABB continued its program of divesting non-core businesses and other assets. The
company received cash proceeds of US$ 149 million for the 35-percent stake in
SEK (reporting a loss on sale in other income (expense), net, of US$ 87 million)
and about US$ 90 million for two projects in the Equity Ventures portfolio - a
power plant project and a power transmission project, both in Australia - on
which ABB recorded a gain on sale in other income (expense), net, of US$ 28
million. The company also sold its shares in the China National Petrochemical
Corporation (Sinopec) for US$ 82 million (reporting a loss on sale of US$ 40
million in interest and other finance expense). As a result of these
transactions, and minor losses on the
sale of other businesses, income for the second quarter was affected by losses
of US$ 110 million.
Since the end of the second quarter, ABB has announced an agreement to sell its
Nordic Building Systems business (primarily Sweden, Norway, Denmark and Finland)
to YIT of Finland for US$ 233 million. ABB also intends to sell the Building
Systems business in Switzerland this year and in Germany in 2004. Talks are
continuing with potential buyers of the Oil, Gas and Petrochemicals division,
which ABB intends to sell in 2003.
Balance sheet and debt
Cash and marketable securities at the end of June amounted to US$ 4,113 million
compared to US$ 3,781 million at the end of the previous quarter. Total debt
(short-term and long-term borrowings) amounted to US$ 8,304 million, compared to
US$ 8,155 million three months earlier, in line with ABB's financial planning.
Included in total debt are aggregate borrowings of approximately US$ 1.5 billion
under the revolving credit facility negotiated in December 2002.
Stockholders' equity increased to US$ 1,277 million from US$ 1,078 million at
the end of March 2003. The net loss for the quarter was more than offset by
positive foreign exchange translation effects and unrealized gains on
available-for-sale securities.
Asbestos
On July 10, a U.S. bankruptcy court recommended for confirmation a pre-packaged
Chapter 11 protection plan filed earlier in the year by a U.S. subsidiary of
ABB, Combustion Engineering, marking further progress towards a settlement of
the asbestos issue. Following the court's recommendation, an appeals period
began before a U.S. district court. The district court has scheduled a hearing
for July 31. ABB remains confident that the district court will confirm the
plan.
Group outlook
The outlook remains unchanged. From 2002 through 2005, ABB expects compound
average annual revenue growth of about 4 percent in local currencies. For 2003,
ABB aims to achieve an EBIT margin of 4 percent in U.S. dollars. For 2005, the
Group's target EBIT margin is 8 percent in U.S. dollars. Revenue and margin
targets exclude major acquisitions and divestments.
By year-end 2003, ABB intends to reduce total debt to about US$ 6.5 billion, and
gearing (total debt divided by total debt plus stockholders' equity) to about 70
percent. For 2005, ABB intends to reduce total debt to about US$ 4 billion, and
gearing to approximately 50 percent.
Divisional performance Q2 2003
Power Technologies division
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US$ in millions April-June April-June* Change
(except where indicated) 2003 2002
--------------------------------------------------------------------------------------------------
Orders 1,923 1,809 +6%
--------------------------------------------------------------------------------------------------
Revenues 1,939 1,786 +9%
--------------------------------------------------------------------------------------------------
EBIT 146 130 +12%
--------------------------------------------------------------------------------------------------
EBIT margin 7.5% 7.3%
==================================================================================================
Restructuring costs (included in above EBIT figure) -18 -5
--------------------------------------------------------------------------------------------------
* Restated
Double-digit growth in Asia and higher orders in Europe were offset by weakness
in the U.S. market, where excess power capacity and low energy prices reduced
utility investments. Orders were higher in Medium-Voltage Products and Utility
Automation Systems. Due to reduced investments by customers in the U.S., orders
were lower in High-Voltage Products and Power Transformers, and flat in
Distribution Transformers. ABB expects to finalize some larger orders in the
High-Voltage Products and Power Systems business areas in the second half of the
year. Second-quarter orders were up 6 percent (down 3 percent in local
currencies).
Significant orders in the quarter included more than US$ 100 million for
flexible AC (alternating current) transmission technology in Saudi Arabia, the
U.S. and Australia (booked by the High-Voltage Products and Power Systems
business areas). The division won power distribution equipment orders for two
metro systems in China and reported the first order for 500-kilovolt
high-voltage gas-insulated switchgear in Russia.
Revenue growth in Asia and Europe, plus a solid order backlog, combined to
offset the weak U.S. market. High-Voltage Products, Utility Automation Systems
and Distribution Transformers reported lower revenues from the weaker U.S.
market. Revenues grew in Medium-Voltage Products and Power Transformers, and
were flat in Power Systems. Revenues rose 9 percent in the quarter (down 2
percent in local currencies). The strong order backlog is expected to support
revenue growth in the second half of the year.
EBIT grew 12 percent in the second quarter, despite significantly higher
restructuring costs. The EBIT margin, excluding restructuring, increased from
7.6 percent to 8.5 percent. The division continued to reap benefits from product
and site rationalization and improved margins in most product and systems
businesses.
Automation Technologies division
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US$ in millions April-June April-June* Change
(except where indicated) 2003 2002
--------------------------------------------------------------------------------------------------
Orders 2,473 2,322 +7%
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Revenues 2,463 2,171 +13%
--------------------------------------------------------------------------------------------------
EBIT 198 162 +22%
--------------------------------------------------------------------------------------------------
EBIT margin 8.0% 7.5%
==================================================================================================
Restructuring costs (included in above EBIT figure) -26 -17
--------------------------------------------------------------------------------------------------
* Restated
Double-digit order growth in Asia and Europe was slightly offset by weakness in
the Americas. The introduction of several new automation products early in the
year supported higher orders in most product categories. Growth in product
orders was accompanied by a reduced dependence on large system contracts.
Orders for low-voltage drives, sometimes seen as a leading indicator of
industrial recovery, increased strongly in the quarter. Higher oil prices lifted
investments for oil and gas production systems while demand in chemicals and
petrochemicals remained weak. Orders slipped in the metal and minerals area and
remained flat in the marine sector as customers postponed some investments.
Despite lower demand from the automotive sector in the Americas, orders for
robotics solutions increased. Overall, orders for the division grew 7 percent in
the quarter compared to the same quarter last year (down 7 percent in local
currencies).
Key orders in the quarter included a US$ 34-million contract extension with
Statoil of Norway, providing service and maintenance to all of its
installations.
Both the product and service businesses achieved double-digit revenue growth,
and revenues were higher in Asia and Europe. Revenues were down in Paper,
Minerals, Marine and Turbocharging, higher in Robotics, Automotive and
Manufacturing, as well as Petroleum, Chemical and Consumer Industries, and flat
in the remaining business areas. Overall divisional revenues were 13 percent
higher compared to the second quarter of 2002 (flat in local currencies).
EBIT improved by 22 percent, despite higher restructuring costs, reflecting
productivity improvements. Excluding restructuring, the EBIT margin increased to
9.1 percent. The division continued to focus on improving the gross profit
margin on orders and reducing the overall cost base. Continued good growth in
the service business, combined with strict project management, contributed to
higher second-quarter EBIT margins.
Non-core activities
-------------------------------------------------------------------------------------------------------
US$ in millions April-June April-June**
2003 2002
-------------------------------------------------------------------------------------------------------
EBIT -33 12
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Insurance 44 -17
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Equity Ventures 44 17
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Remaining Structured Finance -51 76
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Building Systems -46 -22
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New Ventures -15 -15
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Other non-core activities* -9 -27
=======================================================================================================
Restructuring costs (included in above EBIT figure) -38 -5
-------------------------------------------------------------------------------------------------------
* Comprises mainly former Group Processes division
** Restated
Non-core activities recorded an EBIT loss for the second quarter of US$ 33
million compared to a profit of US$ 12 million in the same period last year.
The Insurance business benefited from higher premium income and a stronger
performance in the investment portfolio to lift both revenues and earnings. This
more than offset losses ceded in the run-off of the Scandinavian Reinsurance
unit.
Equity Ventures, consisting mainly of equity-accounted investments, improved
earnings mainly as the result of a US$ 28-million gain from the sale of
investments in a power plant project and a power transmission network, both in
Australia.
The loss in the remaining Structured Finance activities includes a loss of US$
87 million on the sale of the company's 35-percent stake in SEK, and reflects
lower operational earnings in the second quarter of this year compared to the
same quarter in 2002. Including earnings in the first half of the year, the net
impact from SEK on EBIT in 2003 is negative US$ 60 million.
In Building Systems, revenues in the quarter were flat in a difficult market,
especially in Europe. Operational losses in Germany and Sweden, plus further
restructuring costs in Germany, led to a loss for the quarter of US$ 46 million.
New Ventures continued its restructuring activities, and losses remained at the
same level as the second quarter of 2002.
Corporate
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US$ in millions April-June April-June
2003 2002
-------------------------------------------------------------------------------------------------------
EBIT -140 -154
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Headquarters/Stewardship -98 -65
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Research and development -23 -28
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Other* -19 -61
=======================================================================================================
Restructuring costs (included in above EBIT figure) 0 -24
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* includes consolidation, real estate and Treasury Services.
Total corporate costs decreased to US$ 140 million. Headquarters and stewardship
costs, which reflect the operating costs of the global head office and parts of
local holding companies in some 60 countries, increased in the quarter. Research
and development costs were lower, reflecting benefits from restructuring
undertaken in 2002. Other costs were sharply lower, mainly the result of cost
reductions in treasury services related to the ending of proprietary trading in
June 2002.
Other income and expenses (included in EBIT)
-------------------------------------------------------------------------------------------------------
US$ in millions April-June April-June
2003 2002
-------------------------------------------------------------------------------------------------------
-97 46
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Restructuring charges -82 -51
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Capital gains/(losses) -69 12
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Write-downs of assets -3 -31
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Income from equity accounted companies, licenses 57 116
and other
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Discontinued operations (not included in EBIT)
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US$ in millions April-June April-June
2003 2002
-------------------------------------------------------------------------------------------------------
Net income (loss) -87 -3
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Oil, Gas and Petrochemicals -43 30
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Asbestos -36 n.a.
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Other -8 -33
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See page 2 for a discussion of the results from discontinued operations.
Oil, Gas and Petrochemicals
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US$ in millions Apr-June Apr-June Change
(except where indicated) 2003 2002
---------------------------------------------------------------------------------------------
Orders 845 1,493 -43%
---------------------------------------------------------------------------------------------
Revenues 1,056 1,004 +5%
---------------------------------------------------------------------------------------------
Net income -43 30
---------------------------------------------------------------------------------------------
Orders for the Oil, Gas and Petrochemicals division decreased 43 percent in the
quarter (down 51 percent in local currencies), mainly the result of the strong
second quarter in 2002 when ABB won a US$ 980-million order in Russia. Revenues
were 5 percent higher (up 2 percent in local currencies) as sales were recorded
on large downstream projects. Sales were lower in the upstream business,
reflecting the strategic move away from lump-sum engineering, procurement and
construction (EPC) contracts. Income decreased due to higher project costs
caused by delays in two large contracts in Europe and Latin America, and
increased interest expense.
ABB Q2 and first-half 2003 key figures (US$ millions)
-----------------------------------------------------------------------------------------------------------
Apr.-June Apr.-June % change
2003 2002(1) ----------------------
Nominal Local
-----------------------------------------------------------------------------------------------------------
Orders Group 4,929 4,667 6% -6%
-------------------------------------------------------------------------------------------
Power Technologies 1,923 1,809 6% -3%
-------------------------------------------------------------------------------------------
Automation Technologies 2,473 2,322 7% -7%
-------------------------------------------------------------------------------------------
Non-core activities 911 1,023
-------------------------------------------------------------------------------------------
Corporate -378 -487
-----------------------------------------------------------------------------------------------------------
Revenues Group 5,061 4,534 12% -2%
-------------------------------------------------------------------------------------------
Power Technologies 1,939 1,786 9% -2%
-------------------------------------------------------------------------------------------
Automation Technologies 2,463 2,171 13% 0%
-------------------------------------------------------------------------------------------
Non-core activities 1,050 1,017
-------------------------------------------------------------------------------------------
Corporate -391 -440
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EBIT* Group 171 150 14%
-------------------------------------------------------------------------------------------
Power Technologies 146 130 12%
-------------------------------------------------------------------------------------------
Automation Technologies 198 162 22%
-------------------------------------------------------------------------------------------
Non-core activities -33 12
-------------------------------------------------------------------------------------------
Corporate -140 -154
-----------------------------------------------------------------------------------------------------------
EBIT margin Group 3.4% 3.3%
-------------------------------------------------------------------------------------------
Power Technologies 7.5% 7.3%
-------------------------------------------------------------------------------------------
Automation Technologies 8.0% 7.5%
-------------------------------------------------------------------------------------------
Non-core activities -3.1% 1.2%
-------------------------------------------------------------------------------------------
Corporate n.a. n.a.
-----------------------------------------------------------------------------------------------------------
Net income/loss -55 38
-----------------------------------------------------------------------------------------------------------
Jan.-June Jan.-June % change
2003 2002(1) -----------------------
Nominal Local
-----------------------------------------------------------------------------------------------------------
Orders Group 10,010 9,362 7% -5%
-------------------------------------------------------------------------------------------
Power Technologies 3,974 3,740 6% -3%
-------------------------------------------------------------------------------------------
Automation Technologies 4,967 4,486 11% -4%
-------------------------------------------------------------------------------------------
Non-core activities 1,938 1,965
-------------------------------------------------------------------------------------------
Corporate -869 -829
-----------------------------------------------------------------------------------------------------------
Revenues Group 9,556 8,485 13% -1%
-------------------------------------------------------------------------------------------
Power Technologies 3,723 3,313 12% 3%
-------------------------------------------------------------------------------------------
Automation Technologies 4,693 4,032 16% 1%
-------------------------------------------------------------------------------------------
Non-core activities 1,992 1,890
-------------------------------------------------------------------------------------------
Corporate -852 -750
-----------------------------------------------------------------------------------------------------------
EBIT* Group 263 422 -38%
-------------------------------------------------------------------------------------------
Power Technologies 274 240 14%
-------------------------------------------------------------------------------------------
Automation Technologies 360 270 33%
-------------------------------------------------------------------------------------------
Non-core activities -97 51
-------------------------------------------------------------------------------------------
Corporate -274 -139
-----------------------------------------------------------------------------------------------------------
EBIT margin Group 2.8% 5.0%
-------------------------------------------------------------------------------------------
Power Technologies 7.4% 7.2%
-------------------------------------------------------------------------------------------
Automation Technologies 7.7% 6.7%
-------------------------------------------------------------------------------------------
Non-core activities -4.9% 2.7%
-------------------------------------------------------------------------------------------
Corporate n.a. n.a.
-----------------------------------------------------------------------------------------------------------
Net income/loss -100 193
-----------------------------------------------------------------------------------------------------------
* Earnings before interest and taxes, see Summary Financial Information for more
information
(1) Restated to reflect the move of businesses to discontinued operations, a
restatement filed by the Swedish Export Credit Corp., and the impact of the
equity conversion option (bifurcation) on the convertible bond issued in May
2002.
More information
The 2003 Q2 results press release and presentation slides are available from
July 29, 2003 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 telephone conference for journalists today starting at 1000
Central European Time (CET). Callers should dial +41 91 610 56 00 (from Europe
excluding Sweden), +46 8 5069 2105 (from Sweden), or +1 866 291 4166 (from the
U.S.). Lines will be open 15 minutes before the start of the conference.
The audio playback of the conference call will start one hour after the end of
the call and be available for 72 hours : Playback numbers: +41 91 612 4330
(Europe) or +1 412 858 1440 (U.S.). The code is 086, which needs to be confirmed
by pressing the # key.
A conference call for analysts and investors is scheduled to begin at 1500 CET.
Callers should dial +41 91 610 56 00 (Europe), +1 866 291 4166 (from the U.S.).
Callers are requested to phone in ten minutes before the start of the conference
call.
The audio playback of the conference call will start one hour after the end of
the call and be available for 72 hours. Playback numbers: +41 91 612 4330
(Europe) or +1 412 858 1440 (U.S.). The code is 744 followed by the # key.
Further reporting dates in 2003 are October 28 (Q3).
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 133,000 people.
This press release includes forward-looking information and statements that are
subject to risks and uncertainties that could cause actual results to differ.
These statements are based on current expectations, estimates and projections
about global economic conditions, the economic conditions of the regions and
industries that are major markets for ABB Ltd and ABB Ltd's lines of business.
These expectations, estimates and projections are generally identifiable by
statements containing words such as "expects," "believes," "estimates" or
similar expressions. Important factors that could cause actual results to differ
materially from those expectations include, among others, economic and market
conditions in the geographic areas and industries that are major markets for
ABB's businesses, market acceptance of new products and services, changes in
governmental regulations, interest rates, fluctuations in currency exchange
rates and such other factors as may be discussed from time to time in ABB's
filings with the U.S. Securities and Exchange Commission. 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, Zurich: Investor Relations:
Thomas Schmidt, Wolfram Eberhardt Switzerland: Tel. + 41 43 317 3804
Tel: +41 43 317 6492, +41 43 317 6512 Sweden: Tel. + 46 21 325 719
Fax: +41 43 317 7958 USA: Tel: +1 203 750 7743
media.relations@ch.abb.com investor.relations@ch.abb.com
Summary Financial Information
Six Months Ended June 2003
ABB Ltd
Summary Consolidated Income Statements
------------------------------------------------------------------------------------------------------------------
January - June April - June
2003 2002 2003 2002
(restated) (restated)
-------------------------------------------------
-------- all amounts are unaudited --------
(in millions, except per share data)
------------------------------------------------------------------------------------------------------------------
Revenues $ 9,556 $ 8,485 $ 5,061 $ 4,534
Cost of sales (7,115) (6,173) (3,720) (3,330)
---------------------------------------------------
Gross profit 2,441 2,312 1,341 1,204
Selling, general and administrative expenses (2,035) (1,997) (1,062) (1,090)
Amortization expense (21) (20) (11) (10)
Other income (expense), net (122) 127 (97) 46
---------------------------------------------------
Earnings before interest and taxes 263 422 171 150
Interest and dividend income 70 104 30 51
Interest and other finance expense (292) (236) (122) (125)
---------------------------------------------------
Income from continuing operations before taxes and
minority interest 41 290 79 76
Provision for taxes (14) (88) (27) (21)
Minority interest (30) (28) (20) (14)
---------------------------------------------------
Income (loss) from continuing operations (3) 174 32 41
Income (loss) from discontinued operations, net of tax (97) 19 (87) (3)
---------------------------------------------------
Net income (loss) $ (100) $ 193 $ (55) $ 38
===================================================
Basic earnings (loss) per share:
Income from continuing operations $ 0.00 $ 0.16 $ 0.03 $ 0.04
Net income (loss) $ (0.09) $ 0.17 $ (0.05) $ 0.03
Diluted earnings (loss) per share:
Income from continuing operations $ 0.00 $ 0.14 $ 0.03 $ 0.02
Net income (loss) $ (0.09) $ 0.16 $ (0.05) $ 0.02
------------------------------------------------------------------------------------------------------------------
ABB Ltd
Summary Consolidated Balance Sheets
--------------------------------------------------------------------------------------------------------------------------
At At At
June 30 March 31 December 31
2003 2003 2002
-------------------------------------------------------
---------- all amounts are unaudited ----------
(in millions, except share data)
-------------------------------------------------------
Cash and equivalents $ 2,025 $ 1,739 $ 2,446
Marketable securities 2,088 2,042 2,135
Receivables, net 7,129 6,925 6,975
Inventories, net 2,626 2,508 2,306
Prepaid expenses and other 2,084 1,990 2,680
Assets held for sale and in discontinued operations 3,765 3,650 3,489
-------------------------------------------------------
Total current assets 19,717 18,854 20,031
Financing receivables, non-current 1,604 1,677 1,798
Property, plant and equipment, net 2,801 2,766 2,778
Goodwill 2,351 2,314 2,291
Other intangible assets, net 572 580 590
Prepaid pension and other related benefits 533 531 537
Investments and other 1,210 1,550 1,508
-------------------------------------------------------
Total assets $ 28,788 $ 28,272 $ 29,533
=======================================================
Accounts payable, trade $ 2,969 $ 2,793 $ 2,824
Accounts payable, other 2,026 1,819 2,104
Short-term borrowings and current maturities of long-term
borrowings 3,596 3,286 2,576
Accrued liabilities and other 6,840 7,015 8,179
Liabilities held for sale and in discontinued operations 2,727 2,742 2,796
-------------------------------------------------------
Total current liabilities 18,158 17,655 18,479
Long-term borrowings 4,708 4,869 5,375
Pension and other related benefits 1,701 1,690 1,643
Deferred taxes 1,080 1,159 1,158
Other liabilities 1,650 1,583 1,607
-------------------------------------------------------
Total liabilities 27,297 26,956 28,262
Minority interest 214 238 258
Stockholders' equity:
Capital stock and additional paid-in capital (1,600,009,432
authorized, contingent and issued shares; 1,200,009,432 shares
issued at June 30, 2003) 571 571 2,027
Retained earnings 2,514 2,569 2,614
Accumulated other comprehensive loss (1,670) (1,924) (1,878)
Less: Treasury stock, at cost (6,830,312 shares at June 30,
2003) (138) (138) (1,750)
-------------------------------------------------------
Total stockholders' equity 1,277 1,078 1,013
-------------------------------------------------------
Total liabilities and stockholders' equity $ 28,788 $ 28,272 $ 29,533
=======================================================
--------------------------------------------------------------------------------------------------------------------------
ABB Ltd
Summary Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------------------------------------
January - June April - June
2003 2002 2003 2002
(restated) (restated)
-------------------------------------------------
-------- all amounts are unaudited --------
(in millions)
----------------------------------------------------------------------------------------------------------------------
Operating activities
Net income (loss) $ (100) $ 193 $ (55) $ 38
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 290 291 146 139
Provisions* (640) (341) (170) (195)
Pension and post-retirement benefits (50) 29 (48) 28
Deferred taxes (85) (28) (48) (34)
Net gain from sale of property, plant and equipment (12) (11) (1) (8)
Other 162 (38) 94 49
Changes in operating assets and liabilities:
Marketable securities (trading) 35 463 (11) 397
Trade receivables (44) 213 69 (134)
Inventories (125) (202) 8 (38)
Trade payables (47) 78 (10) 111
Other assets and liabilities, net (337) (656) 1 (181)
---------------------------------------------------
Net cash provided by (used in) operating activities (953) (9) (25) 172
---------------------------------------------------
Investing activities
Changes in financing receivables 159 (149) 38 73
Purchases of marketable securities (other than trading) (1,885) (1,544) (1,092) (708)
Purchases of property, plant and equipment (230) (297) (130) (145)
Acquisitions of businesses (net of cash acquired) (44) (64) (30) (54)
Proceeds from sales of marketable securities (other than trading) 2,003 1,839 1,174 736
Proceeds from sales of property, plant and equipment 62 343 17 320
Proceeds from sales of businesses (net of cash disposed) 257 229 243 59
---------------------------------------------------
Net cash provided by investing activities 322 357 220 281
---------------------------------------------------
Financing activities
Changes in borrowings (52) (834) 35 (2,170)
Treasury and capital stock transactions 156 -- -- --
Other 42 18 27 18
---------------------------------------------------
Net cash provided by (used in) financing activities 146 (816) 62 (2,152)
---------------------------------------------------
Effects of exchange rate changes on cash and equivalents 61 84 49 90
Adjustment for the net change in cash and equivalents in
discontinued operations 3 (20) (20) (36)
---------------------------------------------------
Net change in cash and equivalents - continuing operations (421) (404) 286 (1,645)
---------------------------------------------------
Cash and equivalents beginning of period 2,446 2,412 1,739 3,653
---------------------------------------------------
Cash and equivalents end of period $ 2,025 $ 2,008 $ 2,025 $ 2,008
===================================================
Interest paid $ 226 $ 276 $ 97 $ 139
Taxes paid $ 107 $ 139 $ 53 $ 96
----------------------------------------------------------------------------------------------------------------------
* Reclassified to reflect the change in all provisions (previously this line was
comprised of restructuring provisions only)
ABB Ltd notes to summary consolidated financial statements (unaudited)
(US$ in millions, except per share data)
Note 1 Developments in the six months ended June 30, 2003:
o Annual general meeting
At the Company's annual general meeting held on May 16, 2003, the Company's
shareholders approved amendments to its articles of incorporation providing
for authorized share capital and an extension in contingent share capital.
The amendments include the creation of CHF 250 million in authorized share
capital, replacing CHF 100 million that expired in June 2001. This entitles
the Company's board of directors to issue up to 100 million new ABB shares,
of which some 30 million are reserved for use with the pre-packaged plan of
reorganization of the Company's U.S. subsidiary, Combustion Engineering,
Inc.
The amendments also include an increase of contingent capital from CHF 200
million to CHF 750 million, allowing the issue of up to a further 300
million new ABB shares.
o Sale of treasury shares
In March 2003, the Company sold approximately 80 million treasury shares in
two transactions for approximately $156 million.
o Divestitures
In March 2003, the Company sold its aircraft leasing business for
approximately $90 million, resulting in a loss on sale of $30 million
recorded in other income (expense), net.
In May 2003, the Company sold its interest in Sinopec Corp. in China,
previously recorded as marketable securities, for approximately $82
million, resulting in a loss on sale of $40 million recorded in interest
and other finance expense.
In June 2003, the Company sold its interests in certain investees in
Australia for approximately $90 million, resulting in a gain on sale of $28
million recorded in other income (expense), net.
In June 2003, the Company sold its entire 35% interest in Swedish Export
Credit Corporation to the Government of Sweden for SEK 1,240 million,
resulting in net proceeds of approximately $149 million and a loss on sale
of $87 million recorded in other income (expense), net.
o Reclassifications and restatements
Amounts in prior periods have been reclassified to conform to the Company's
current presentation.
On April 17, 2003, Swedish Export Credit Corporation, an equity accounted
investee of the Company, filed an amendment to its Annual Report on Form
20-F for the fiscal year ended December 31, 2001, to correct an error in
its accounting for the fair value of certain financial instruments. Amounts
presented in these summary consolidated financial statements include the
effect of adjustments recorded by Swedish Export
Credit Corporation in the period ended June 30, 2002, to properly account
for such instruments in accordance with accounting principles generally
accepted in the United States. The effect of such adjustments resulted in a
gain of $119 million and $63 million in the first half of 2002 and second
quarter of 2002, respectively. These adjustments are recorded in other
income (expense), net, and were not reflected in previously disclosed 2002
summary financial information.
In February 2003, the United States Securities and Exchange Commission
provided the Company with clarification regarding a component of the
Company's convertible bonds, issued in May 2002, which must be accounted
for as a derivative. Amounts presented in these summary consolidated
financial statements include a gain of $26 million in interest and other
finance expense in both the first half and second quarter of 2002 to
properly account for such derivatives in accordance with the clarification.
These adjustments were not reflected in the June 30, 2002, summary
financial info released on July 24, 2002.
o Restructuring program
The 2001 program initiated in July 2001 in an effort to improve
productivity, reduce cost base, simplify product lines, reduce multiple
location activities and perform other downsizing in response to weakening
markets and consolidation of major customers in certain industries
continues to be paid out in 2003.
In the first half of 2003, the Company paid termination benefits of $73
million to approximately 1,300 employees and $6 million to cover costs
associated with lease terminations and other exit costs related to the 2001
program. Based on changes in management's original estimate, a $4 million
increase in the amounts accrued for workforce reductions, lease
terminations and other exit costs have been included in other income
(expense), net. Currency fluctuations resulted in a $12 million increase in
the liabilities accrued for workforce reductions, lease terminations and
other exit costs. At June 30, 2003, accrued liabilities included $32
million for termination benefits and $51 million for lease terminations and
other exit costs. The 2001 program was substantially completed during 2002
and the remaining liability will be used through 2003.
In October 2002, the Company announced the Step change program. The Company
estimates that restructuring charges under the Step change program will be
approximately $300 million and $200 million, in 2003 and 2004,
respectively. The goals of the Step change program are to increase
competitiveness of the Company's core businesses, reduce overhead costs and
streamline operations by approximately $900 million on an annual basis by
2005. The Step change program is expected to be completed by mid-2004.
In the first half of 2003, related to Step change program, the Company
recognized restructuring charges of $70 million related to workforce
reductions and $11 million related to lease terminations and other exit
costs associated with the Step change program. Based on changes in
management's original estimate a $2 million increase in the amounts accrued
for workforce reductions, lease terminations and other exit costs have been
included in other income (expense), net. Termination benefits of $45
million were paid to approximately 580 employees and $3 million were paid
to cover costs associated with lease terminations and other exit costs.
Workforce reductions include production, managerial and administrative
employees. Currency fluctuations resulted in a $4 million increase in the
liabilities accrued for workforce reductions, lease terminations and other
exit costs. At June 30, 2003, accrued liabilities included $67 million for
termination benefits and $35 million for lease terminations and other exit
costs.
In the first half of 2003 related to other restructuring programs the
Company recognized restructuring charges of $28 million related to
workforce reductions, lease terminations and other exit costs. $4 million
were paid to cover employee termination benefits and costs associated with
lease terminations and other exit costs. Termination benefits were paid to
approximately 230 employees. Workforce reductions include production,
managerial and administrative employees. At June 30, 2003, accrued
liabilities included $20 million for termination benefits and $4 million
for lease terminations and other exit costs.
o Borrowings
The Company's total borrowings outstanding at June 30, 2003, and December
31, 2002, amounted to $8,304 million and $7,951 million, respectively. In
December 2002, the Company established a new $1.5 billion 364-day revolving
credit facility. This facility includes a 364-day term-out option whereby
up to a maximum amount of $750 million (less half of the proceeds from any
issuance of certain long-term debt instruments) may be extended for up to a
further 364 days in the form of term loans. As of December 31, 2002,
nothing had been drawn under this new facility. In 2003, amounts have been
drawn under the facility within the facility's monthly drawing limits and
at June 30, 2003, an amount of $1,442 million was outstanding under the
facility.
The facility is secured by a package of ABB assets, including the shares of
the Oil, Gas and Petrochemicals division (which is earmarked for divestment
and is included in assets and liabilities held for sale and in discontinued
operations), specific stand-alone businesses and certain regional holding
companies. The facility is also secured by certain intra-group loans.
The facility contains certain financial covenants including minimum
interest coverage, maximum gross debt level, a minimum level of
consolidated net worth as well as minimum levels of disposal proceeds for
specified assets and businesses during 2003.
o Accounting for the convertible bonds
In May 2002, the Company issued $968 million aggregate principal amount of
convertible unsubordinated bonds due 2007. The Company's shares to be
issued if the bonds are converted are denominated and traded in Swiss
francs while the bonds are denominated in U.S. dollars. Therefore, under
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended, and as clarified
in discussions between the Company and the United States Securities and
Exchange Commission, a component of the convertible bonds must be accounted
for as a derivative. A portion of the issuance proceeds is deemed to relate
to the value of the derivative on issuance and subsequent changes in value
of the derivative are recorded through earnings and as an adjustment to the
carrying value of the bond. The allocation of a portion of the proceeds to
the derivative creates a discount on issuance which is amortized to
earnings over the life of the bond. Through December 31, 2002, as a result
of the decline in the Company's share price since issuance of the bonds,
the Company recorded a gain from the change in fair value of the
derivative, partially offset by amortization of the effective discount,
resulting in a net decrease to interest and other finance expense of $215
million, with a corresponding reduction in long-term borrowings. At June
30, 2003, as a result of an increase in the value of the derivative since
the year-end, combined with the continued amortization of the discount on
issuance, there was a charge to earnings of $36 million for the first half
of 2003 and a corresponding increase in long-term borrowings, when compared
to the December 31, 2002 balance.
o Discontinued operations and businesses held for sale
The following divestments and discontinuations are accounted for in
accordance with Statement of Financial Accounting Standards No. 144 (SFAS
144), Accounting for the Impairment or Disposal of Long-Lived Assets,
issued in August 2001 by the Financial Accounting Standards Board. The
balance sheet and income statement data for all periods presented have been
restated to present the financial position and results of operations of the
businesses meeting the criteria of SFAS 144 as discontinued operations. In
addition the balance sheet data for all periods presented have been
restated to present the financial position of the businesses meeting the
criteria of SFAS 144 as assets and liabilities held for sale. In the
statement of cash flows the effects of the discontinued operations are not
segregated, as permitted by Statement of Financial Accounting Standards No.
95, Statement of Cash Flows.
In November 2002, the Company sold the majority of its Structured Finance
business to GE Commercial Finance for total cash proceeds of approximately
$2.0 billion. The Structured Finance portfolio divested includes global
infrastructure financing, equipment leasing and financing businesses. The
divestment of this activity is in line with the Company's strategy to focus
on power and automation technologies for industry and utility customers. In
addition, the sale of Structured Finance was an important step in the
Company's ongoing program to strengthen the balance sheet and reduce total
debt. The results of operations of this business are reflected as
discontinued operations.
Also in December 2002, the Company sold its Metering business to Ruhrgas
Industries GmbH of Germany, for total cash proceeds of approximately $223
million. Water and electricity metering is no longer a core business for
the Company, and its divestment was part of the Company's strategy to focus
on power and automation technologies for industry and utility customers.
The results of operations of this business are reflected as discontinued
operations.
In the fourth quarter of 2002, the Company committed to sell its Oil, Gas
and Petrochemical business which has been reflected as discontinued
operations as of December 31, 2002. In addition, the Company has also
discontinued certain other minor operations and projects. At June 30, 2003,
the Company's Building Systems business in Sweden, Norway, Denmark,
Finland, Russia, the Baltics and Switzerland met the criteria of SFAS 144
to treat their assets and liabilities as held for sale for all periods
presented.
The loss from discontinued operations, including taxes, of $97 million
recorded in the first half of 2003 includes revenues of $1,825 million.
At June 30, 2003, the major classes of assets held for sale and in
discontinued operations were: $333 million of cash, cash equivalents and
marketable securities; $1,624 million of receivables; $448 million of
inventories; $227 million of prepaid expenses and other; $86 million of
financing receivables; $161 million of property, plant and equipment; $514
million of goodwill, $82 million of other intangible assets; $62 million of
prepaid pension and other related benefits; and $228 million of investments
and other. At June 30, 2003, the major classes of liabilities held for sale
and in discontinued operations were: $1,777 million of accounts payable;
$73 million of borrowings; $507 million of accrued liabilities and other;
$104 million of pension and post-retirement benefits; $47 million of
deferred tax liabilities; and $219 million of other liabilities.
In July 2003, the Company announced its agreement to sell its Building
Systems business in Sweden, Norway, Denmark, Finland, Russia and the
Baltics to YIT Corporation of Helsinki, Finland, for approximately $233
million.
o Earnings per share
The potential common shares from the warrants and options outstanding in
connection with the Company's management incentive plan, were excluded from
the computation of diluted earnings (loss) per share in all periods
presented, as their inclusion would have been antidilutive. The potential
common shares from the convertible bonds were excluded from the computation
of diluted earning (loss) per share in the three and six months ended June
30, 2003, as their inclusion would have been antidilutive.
-------------------------------------------------------------------------------------------------------------------
January - June April - June
Basic earnings (loss) per share 2003 2002 2003 2002
--------------------------------------------------------
(in millions, except per share data)
------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations $ (3) $ 174 $ 32 $ 41
Income (loss) from discontinued operations, net of tax (97) 19 (87) (3)
--------------------------------------------------------
Net income (loss) $ (100) $ 193 $ (55) $ 38
========================================================
Weighted average number of shares outstanding 1,160 1,113 1,193 1,113
Basic and diluted earnings (loss) per share:
Income from continuing operations $ 0.00 $ 0.16 $ 0.03 $ 0.04
Income (loss) from discontinued operations, net of tax (0.09) 0.01 (0.08) (0.01)
--------------------------------------------------------
Net income (loss) $ (0.09) $ 0.17 $ (0.05) $ 0.03
========================================================
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
January - June April - June
Diluted earnings (loss) per share 2003 2002 2003 2002
--------------------------------------------------------
(in millions, except per share data)
-------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations $ (3) $ 174 $ 32 $ 41
Effect of dilution:
Convertible bonds, net of tax - (14) - (14)
--------------------------------------------------------
Income (loss) from continuing operations, adjusted (3) 160 32 27
Income (loss) from discontinued operations, net of tax (97) 19 (87) (3)
--------------------------------------------------------
Net income (loss) $ (100) $ 179 $ (55) $ 24
========================================================
Weighted average number of shares outstanding 1,160 1,113 1,193 1,113
Dilution from convertible bonds -- 21 -- 42
--------------------------------------------------------
Diluted weighted average number of shares outstanding 1,160 1,134 1,193 1,155
========================================================
Diluted earnings (loss) per share:
Income from continuing operations $ 0.00 $ 0.14 $ 0.03 $ 0.02
Income (loss) from discontinued operations, net of tax $ (0.09) $ 0.02 $ (0.08) $ 0.00
--------------------------------------------------------
Net income (loss) $ (0.09) $ 0.16 $ (0.05) $ 0.02
========================================================
-------------------------------------------------------------------------------------------------------------------
o Stock-based compensation
The Company maintains a management incentive plan under which it offers
stock warrants to key employees, for no consideration. The Company accounts
for the warrants using the intrinsic value method of APB Opinion No. 25
(APB 25), Accounting for Stock Issued to Employees, as permitted by
Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting
for Stock Based Compensation. All warrants were issued with exercise prices
greater than the market prices of the stock on the dates of grant.
Accordingly, the Company has recorded no compensation expense related to
the warrants, except in
circumstances when a participant ceases to be employed by a consolidated
subsidiary, such as after a divestment by the Company. The following table
illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provisions of SFAS 123 to
stock-based employee compensation. Fair value of the warrants was
determined on the date of grant by using the Binomial option model.
------------------------------------------------------------------------------------------------------------------
January - June April - June
2003 2002 2003 2002
-------------------------------------------------------
(in millions, except per share data)
------------------------------------------------------------------------------------------------------------------
Net income (loss), as reported $ (100) $ 193 $ (55) $ 38
Less: Total stock-based employee compensation expense
determined under fair value method for all awards, net of
related tax effects (9) (11) (4) (6)
-------------------------------------------------------
Pro forma net income (loss) $ (109) $ 182 $ (59) $ 32
=======================================================
Basic and diluted earnings (loss) per share:
Basic - as reported $ (0.09) $ 0.17 $ (0.05) $ 0.03
Basic - pro forma $ (0.09) $ 0.16 $ (0.05) $ 0.03
Diluted - as reported $ (0.09) $ 0.16 $ (0.05) $ 0.02
Diluted - pro forma $ (0.09) $ 0.15 $ (0.05) $ 0.02
------------------------------------------------------------------------------------------------------------------
o Commitments and contingencies - subject to amendment
Asbestos
On July 10, a U.S. bankruptcy court approved a pre-packaged Chapter 11
protection plan filed earlier in the year by a U.S. subsidiary of the Company,
Combustion Engineering, marking further progress towards a settlement of the
asbestos issue. Following the court's approval, an appeals period began before
the U.S. District Court. The District Court has scheduled a hearing for July 31,
2003. The Company remains confident that the District Court will confirm the
plan.
Note 2 Significant Accounting Policies
The summary consolidated financial information is prepared on the basis of
accounting principles generally accepted in the United States (USGAAP) and is
presented in US dollars ($) unless otherwise stated. Data for orders and number
of employees are shown as additional information and are not required disclosure
under USGAAP. The accompanying summary financial information is unaudited;
however, in the opinion of management it includes all normal adjustments
necessary for a fair presentation of the unaudited financial position of the
Company at June 30, 2003, and the consolidated results of its operations and
cash flows for the three and six months ended June 30, 2003 and 2002. Results of
operations reported for interim periods are not necessarily indicative of
results for the entire year.
The Company considers earnings before interest and taxes (EBIT), which excludes
interest and dividend income, interest expense, provision for taxes, minority
interest and discontinued operations, net of tax, to be the most relevant
measure of the Company's and its divisions' financial and operational
performance. Accordingly, the Company evaluates itself and its divisions based
on EBIT (operating income).
Par value of capital stock is denominated in Swiss francs. The summary financial
information as of June 30, 2003, should be read in conjunction with the December
31, 2002, financial statements contained in the ABB Group Annual Report 2002 and
the Company's Annual Report on Form 20-F for the fiscal year ended December 31,
2002. The audit report on these financial statements contains an explanatory
paragraph that describes conditions that raise substantial doubt about the
Company's ability to continue as a going concern, as described in notes 1 and 17
to the 2002 consolidated financial statements.
New accounting standards
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 (SFAS 143), Accounting for Asset
Retirement Obligations, which is effective for fiscal years beginning after June
15, 2002, and requires that the fair value of a legal obligation associated with
the retirement of tangible long-lived assets be recognized in the period in
which it is incurred. The associated asset retirement costs are capitalized as
part of the carrying amount of the asset and allocated to expense over its
useful life. The Company adopted SFAS 143 effective January 1, 2003. The
adoption of SFAS 143 did not have a material impact on the Company's results of
operations.
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment
or Disposal of Long-Lived Assets. This Statement supersedes Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-lived Assets to Be Disposed Of, while retaining
many of its requirements regarding impairment loss recognition and measurement.
In addition, the new Statement broadens the presentation of discontinued
operations to include more sold and abandoned businesses. The Company adopted
this statement effective January 1, 2002, and, as a result, reflected the
assets, liabilities and results of operations of certain businesses and groups
of assets as discontinued operations and also reflected the assets and
liabilities of certain businesses and groups of assets as assets and liabilities
held for sale for all periods presented to the extent these businesses and
groups of assets meet the new criteria. Disposals and abandonments in previous
years were not re-evaluated or reclassified.
In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections, which
rescinds previous requirements to reflect all gains and losses from debt
extinguishment as extraordinary. The Company elected to early adopt the new
standard effective April 1, 2002, and, as a result, the gains from
extinguishment of debt of $6 million recorded as extraordinary items in the
first quarter of 2002 are no longer reflected in extraordinary items.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. The standard is effective January 1, 2003, and has been applied to
restructuring plans initiated after that date.
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45
requires the guarantor to recognize a liability for the non-contingent component
of a guarantee; that is the obligation to stand ready to perform in the event
that specified triggering events or conditions occur. The initial measurement of
this liability is the fair value of the guarantee at its inception. The
recognition of the liability is required even if it is not probable that
payments will occur under the guarantee or if the guarantee was issued with a
premium payment or as part of a transaction with multiple elements. FIN 45 also
requires additional disclosures related to guarantees. The Company has adopted
the disclosure requirements of FIN 45 as of December 31, 2002. The recognition
measurement provisions of FIN 45 are effective for all guarantees entered into
or modified after December 31, 2002. The Company has adopted the accounting and
measurement requirements of FIN 45 as of January 1, 2003.
In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 148 (SFAS 148), Accounting for Stock-Based
Compensation - Transition and Disclosure. An Amendment of FASB Statement No.
123. The Company has elected to continue with its current practice of applying
the recognition and measurement principles of APB No. 25, Accounting for Stock
Issued to Employees. The Company has adopted the disclosure requirements of SFAS
148 as of December 31, 2002.
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 requires
existing unconsolidated variable interest entities (VIEs) to be consolidated by
their primary beneficiaries if the entities do not effectively disperse risks
among the parties involved. FIN 46 applies immediately to VIEs created after
January 31, 2003, and to VIEs in which an enterprise obtains an interest after
that date. For VIEs in which an enterprise holds a variable interest that was
acquired before February 1, 2003, FIN 46 applies for periods beginning after
June 15, 2003. The Company has substantially completed its assessment of the
effects of the adoption of FIN 46 for all VIEs created before February 1, 2003,
and it does not expect such effects to be material to its consolidated financial
position.
In November 2002, the Emerging Issues Task Force of the Financial Accounting
Standards Board issued Emerging Issues Task Force No. 00-21 (EITF 00-21),
Accounting for Revenue Arrangements with Multiple Deliverables, which was
amended in January 2003 and requires that (a) revenue should be recognized
separately for separate units of accounting in multiple deliverables
arrangement, (b) revenue for a separate unit of accounting should be recognized
only when the arrangement consideration is reliably measurable and the earnings
process is substantially complete, and (c) consideration should be allocated
among the separate units of accounting based on their relative fair value. EITF
00-21 is applicable to transactions entered into after June 30, 2003. The
Company believes that EITF 00-21 will not result in a significant change in its
practice of accounting for arrangements involving delivery or performance of
multiple products and services.
Note 3 Summary of Consolidated Stockholders' Equity
------------------------------------------------------------------------------------------------------------
(in millions)
------------------------------------------------------------------------------------------------------------
Stockholders' equity at January 1, 2003 $ 1,013
Comprehensive gain:
Net loss (100)
Foreign currency translation adjustments 129
Unrealized gain on available-for-sale securities, net of tax 76
Unrealized gain of cash flow hedge derivatives, net of tax 3
-----------
Total comprehensive gain 108
--------------
Sale of treasury stock 156
--------------
Stockholders' equity at June 30, 2003 (unaudited) $ 1,277
==============
------------------------------------------------------------------------------------------------------------
Note 4 Segment and Geographic Data
In order to streamline the Company's structure and improve operational
performance, the Company has, as of January 1, 2003, put into place two new
divisions: Power Technologies, which combines the former Power Technology
Products and Utilities divisions; and Automation Technologies, which combines
the former Automation Technology Products and Industries divisions.
o The Power Technologies division serves electric, gas and water utilities,
as well as industrial and commercial customers, with a broad range of
products, systems and services for power transmission, distribution and
power plant automation.
o The Automation Technologies division blends a product, system and service
portfolio with end-user expertise and global presence to deliver solutions
for control, motion, protection, and plant optimization across the full
range of process, discrete and utility industries.
o The Non-Core Activities division was created in the fourth quarter of 2002
to group the following activities and businesses of the Company: Insurance,
Equity Ventures, the remaining Structured Finance business, Building
Systems, New Ventures, Air Handling, Customer Service, Group Processes,
Logistic Systems, and Semiconductors.
The Company evaluates performance of its divisions based on earnings before
interest and taxes (EBIT), which excludes interest and dividend income, interest
expense, provision for taxes, minority interest, and income from discontinued
operations, net of tax. In accordance with Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information, the Company presents division revenues, depreciation and
amortization, and EBIT, all of which have been restated to reflect the changes
to the Company's internal structure.
Segment data
----------------------------------------------------------------------------------------------------------------
Orders received
-----------------------------------------------------------------------
(in millions) January - June April - June
-----------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------------
Power Technologies $ 3,974 $ 3,740 $ 1,923 $ 1,809
Automation Technologies 4,967 4,486 2,473 2,322
Non-Core Activities 1,938 1,965 911 1,023
Corporate(1) (869) (829) (378) (487)
-----------------------------------------------------------------------
Total $ 10,010 $ 9,362 $ 4,929 $ 4,667
=======================================================================
----------------------------------------------------------------------------------------------------------------
Revenues
-----------------------------------------------------------------------
(in millions) January - June April - June
-----------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------------
Power Technologies $ 3,723 $ 3,313 $ 1,939 $ 1,786
Automation Technologies 4,693 4,032 2,463 2,171
Non-Core Activities 1,992 1,890 1,050 1,017
Corporate(1) (852) (750) (391) (440)
-----------------------------------------------------------------------
Total $ 9,556 $ 8,485 $ 5,061 $ 4,534
=======================================================================
----------------------------------------------------------------------------------------------------------------
EBIT (operating income)
(in millions) January - June April - June
-----------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------------
Power Technologies $ 274 $ 240 $ 146 $ 130
Automation Technologies 360 270 198 162
Non-Core Activities (97) 51 (33) 12
Corporate(1) (274) (139) (140) (154)
-----------------------------------------------------------------------
Total $ 263 $ 422 $ 171 $ 150
=======================================================================
----------------------------------------------------------------------------------------------------------------
Depreciation and amortization
-----------------------------------------------------------------------
(in millions) January - June April - June
-----------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------------
Power Technologies $ 90 $ 82 $ 46 $ 38
Automation Technologies 123 96 63 49
Non-Core Activities 46 49 22 25
Corporate 31 35 15 14
-----------------------------------------------------------------------
Total $ 290 $ 262 $ 146 $ 126
=======================================================================
----------------------------------------------------------------------------------------------------------------
Number of employees(2)
-----------------------------------------------------------------------
June 30, 2003 December 31, 2002
----------------------------------------------------------------------------------------------------------------
Power Technologies 39,000 41,200
Automation Technologies 56,600 56,600
Non-core activities 23,400 26,500
Oil, Gas and Petrochemicals 11,500 11,900
Corporate 2,700 2,900
-----------------------------------------------------------------------
Total 133,200 139,100
=======================================================================
Geographic Information
----------------------------------------------------------------------------------------------------------------
Orders received (3)
-----------------------------------------------------------------------
(in millions) January - June April - June
-----------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------------
Europe $ 5,762 $ 5,199 $ 2,805 $ 2,646
The Americas 1,705 2,241 842 1,021
Asia 1,470 1,119 715 577
Middle East and Africa 1,073 803 567 423
-----------------------------------------------------------------------
Total $ 10,010 $ 9,362 $ 4,929 $ 4,667
=======================================================================
----------------------------------------------------------------------------------------------------------------
Revenues (3)
-----------------------------------------------------------------------
(in millions) January - June April - June
-----------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------------
Europe $ 5,381 $ 4,733 $ 2,861 $ 2,536
The Americas 1,861 2,037 960 1,078
Asia 1,595 1,153 837 612
Middle East and Africa 719 562 403 308
----------------------------------------------------------------------
Total $ 9,556 $ 8,485 $ 5,061 $ 4,534
======================================================================
(1) Includes adjustments to eliminate inter-company transactions.
(2) Includes businesses in discontinued operations.
(3) Orders received and revenues have been reflected in the regions based on the
location of the customers.
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: July 29, 2003 By: /s/ HANS ENHORNING
-----------------------------------
Name: Hans Enhorning
Title: Group Vice President,
Assistant General Counsel
By: /s/ FRANCOIS CHAMPAGNE
-----------------------------------
Name: Francois Champagne
Title: Group Vice President,
Senior Counsel