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 July 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 July 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

 

Q2 net income doubles to $729 million

·       Continued strong global demand for power and automation technologies

·       Orders up 26%, revenues up 27%, higher in all regions

·       Growth and strong business execution produce 14.4% EBIT margin on EBIT of $1 billion

Zurich, Switzerland, July 26, 2007 — ABB today reported a strong increase in orders, revenues, earnings before interest and taxes (EBIT) and net income for the second quarter of 2007 as the result of continuing robust demand in all regions and businesses and further improvements in business execution.

EBIT in the quarter rose to $1 billion on a 27-percent increase in revenues (21 percent in local currencies), leading to an EBIT margin of 14.4 percent compared to 11.4 percent in the same quarter of 2006. Net income doubled to $729 million while cash flow from operating activities increased to $396 million.

“Our second quarter was marked by continued strong growth with outstanding operating margins,” said Fred Kindle, ABB President and CEO. “As a market and technology leader, ABB continues to benefit from increased global investments in energy efficiency as well as power and industrial infrastructure. Our profitability benefited from the combination of market strength and our ongoing focus on business execution.”

2007 Q2 key figures  key figures

 

 

 

Q2 07

 

Q2 06(1)

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

8,666

 

6,868

 

26

%

20

%

Order backlog (end June)

 

20,435

 

14,703

 

39

%

33

%

Revenues

 

7,143

 

5,641

 

27

%

21

%

EBIT

 

1,030

 

645

 

60

%

 

 

as % of revenues

 

14.4

 

11.4

 

 

 

 

 

Net income

 

729

 

367

 

99

%

 

 

as % of revenues

 

10.2

 

6.5

 

 

 

 

 

Basic net income per share ($)

 

0.32

 

0.17

 

 

 

 

 

Cash flow from operating activities

 

396

 

338

 

 

 

 

 


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

Summary of results

Orders received continued to grow strongly in the second quarter as the result of very high demand across all of ABB’s markets, particularly in the power sector.

Regional grid interconnections in Europe to make more efficient use of existing power generation capacity, along with power infrastructure expansion in the Middle East, continued to be the key growth drivers for the power divisions in the second quarter. As a result, the volume of large orders (more than $15 million) almost doubled to about $1.4 billion compared to the same quarter in 2006.

In the automation divisions, steady growth in industrial demand continued, especially in the metals and minerals sector, where high commodity prices are driving customer investments in both new capacity and to make existing assets more productive. High oil prices continue to fuel investments in more energy-efficient industrial processes across most sectors. Order growth rates in the automation divisions have slowed modestly, as expected, but remain at attractive levels.

3




Revenues in the second quarter grew by more than 20 percent over the year-earlier period on a combination of higher product sales in the second quarter as well as increasing revenues from large orders booked in earlier quarters. As a result of the continued high level of order intake in the second quarter, the order backlog continued to expand and amounted to more than $20 billion at the end of June 2007.

Higher EBIT and EBIT margins were reported across all divisions on a combination of higher revenues, strong project execution, increased production and engineering in low cost countries and other operational improvements.

The increase in net income resulted mainly from higher EBIT and a lower tax rate. Also contributing to the higher net income was an improvement in net finance expense resulting from lower debt levels as well as the non-recurrence of $60 million in costs related to the induced conversion of ABB’s $968-million convertible bonds and the exchange offer for certain other bonds, completed in the second quarter of 2006.

Cash flow from operating activities improved compared to the second quarter of 2006 despite increased investments in working capital to support growth. Cash flow from financing activities included dividend payments to shareholders during the second quarter of approximately $450 million.

ABB’s financial position remained strong in the second quarter, with net cash of $2.4 billion at the end of the period, approximately the same as at the end of the previous quarter. Gearing at the end of June, 2007 was 25 percent compared to 26 percent at the end of the first quarter (please refer to Appendix II on page 11 for more information). Following the conversion during the first half of 2007 of approximately 80 percent of ABB’s CHF 1-billion convertible bonds maturing in 2010, the company has decided to exercise its right to call the remainder of the bonds, with a face value of approximately CHF 200 million, effective September 10, 2007.

ABB employed approximately 111,000 people at the end of the second quarter of 2007, an increase of about 2,000 compared to the end of the first quarter of this year.

Management appointments

ABB announced the appointment of Ravi Uppal, regional manager of South Asia and country manager for India, to the ABB Group Executive Committee as president of Global Markets, effective July 1, 2007. He replaces Dinesh Paliwal who left ABB at the end of June. In his new role, Uppal will be responsible for all ABB regions and countries as well as the Group Account Management function.

Compliance

On July 13, 2007, ABB disclosed to the U.S. Department of Justice and the U.S. Securities and Exchange Commission suspect payments made by employees of company subsidiaries in Asia, South America and Europe, in particular Italy. These suspect payments were discovered as a result of ABB’s internal audit and compliance program. The payments may be in violation of the Foreign Companies Practices Act or other applicable laws. If ABB is found to have violated any of these laws, the company could be liable for penalties and other costs and the violations could otherwise negatively impact its business. ABB is cooperating on these issues with the relevant authorities and is continuing its internal investigations and compliance reviews.

4




Divisional performance Q2 2007

Power Products division

2007 Q2 key figures

 

 

 

Q2 07

 

Q2 06(1)

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

2,780

 

2,411

 

15

%

11

%

Order backlog (end June)

 

6,654

 

4,931

 

35

%

29

%

Revenues

 

2,472

 

1,821

 

36

%

30

%

EBIT

 

418

 

245

 

71

%

 

 

as % of revenues

 

16.9

%

13.5

%

 

 

 

 

Cash flow from operating activities

 

286

 

160

 

 

 

 

 


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

Orders grew in the second quarter in all businesses and regions. Investments by utility customers in North America and Europe to strengthen and refurbish grid infrastructure fuelled strong growth, especially in the transformers business. In Asia and the Middle East, orders rose as customers continued to invest in new infrastructure to support economic growth.

Revenues were up in all businesses compared to the same quarter in 2006 on higher volumes and prices, resulting in a sharp increase in EBIT. The strong EBIT margin mainly reflects high levels of factory loading, productivity improvements, and effective supply management measures to control material costs and availability.

Power Systems division

2007 Q2 key figures

 

 

 

Q2 07

 

Q2 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

2,217

 

1,388

 

60

%

50

%

Order backlog (end June)

 

7,415

 

4,900

 

51

%

44

%

Revenues

 

1,300

 

1,031

 

26

%

20

%

EBIT

 

109

 

62

 

76

%

 

 

as % of revenues

 

8.4

%

6.0

%

 

 

 

 

Cash flow from operating activities

 

(4

)

31

 

 

 

 

 

 

The sharp increase in orders received in the second quarter was primarily the result of large orders in the quarter more than doubling compared to the same quarter in 2006. Large orders won in the quarter included a subsea interconnection between the United Kingdom and the Netherlands aimed at increasing the efficiency of the European power grid, as well as large substation orders in the Middle East to support economic development in Abu Dhabi. Base orders (less than $15 million) also increased strongly, up 27 percent (20 percent in local currencies), reflecting the continuing favorable market situation in all businesses and regions.

Revenues increased across all businesses versus the same quarter in 2006 on execution of the strong order backlog. EBIT and EBIT margin increased significantly due to higher revenues, improved capacity utilization and ongoing benefits from improved project selection and execution.

Cash flow from operating activities decreased compared to the same quarter in 2006, reflecting the working capital requirements of large projects being executed.

5




Automation Products division

2007 Q2 key figures

 

Q2 07

 

Q2 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

2,221

 

1,957

 

13

%

8

%

Order backlog (end June)

 

3,136

 

2,218

 

41

%

35

%

Revenues

 

2,147

 

1,684

 

27

%

21

%

EBIT

 

374

 

262

 

43

%

 

 

as % of revenues

 

17.4

%

15.6

%

 

 

 

 

Cash flow from operating activities

 

318

 

222

 

 

 

 

 

 

Markets continued to develop favorably in the second quarter of 2007. Order growth for standard products remained strong while engineered products and system order growth was flat compared to the very high levels seen in the same period a year ago. Geographically, the strongest growth was in China, South America, Eastern Europe and the Middle East.

Revenues increased compared to the same quarter in 2006 due to higher volumes and price increases covering higher raw materials costs. Revenue growth and high levels of capacity utilization were the primary drivers of a 43-percent increase in EBIT and a higher EBIT margin versus the second quarter of 2006.

Process Automation division

2007 Q2 key figures

 

Q2 07

 

Q2 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

1,937

 

1,682

 

15

%

10

%

Order backlog (end June)

 

4,799

 

3,611

 

33

%

27

%

Revenues

 

1,586

 

1,300

 

22

%

16

%

EBIT

 

167

 

120

 

39

%

 

 

as % of revenues

 

10.5

%

9.2

%

 

 

 

 

Cash flow from operating activities

 

107

 

178

 

 

 

 

 

 

Demand for automation solutions, reflected in both base and large orders, continued strong in all sectors. High commodity prices drove investments to expand capacity in the metals and minerals business. Other industrial customers continued to invest in greater energy efficiency in the face of high oil prices. Orders were higher in all regions except Europe, where a number of large marine orders won in the second quarter of 2006 were not repeated this year.

Revenues in the quarter grew significantly, reflecting the execution of the high level of orders taken in recent quarters. Revenues were higher in all parts of the business. EBIT and EBIT margin were up on higher revenues combined with continuing operational improvements and tighter execution of large projects.

Cash flow from operations decreased from a year ago, reflecting the working capital required to execute the large number of systems orders taken during 2006.

6




Robotics division

2007 Q2 key figures

 

Q2 07

 

Q2 06

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

392

 

268

 

46

%

40

%

Order backlog (end June)

 

582

 

460

 

27

%

22

%

Revenues

 

339

 

332

 

2

%

(2

)%

EBIT

 

19

 

7

 

n/a

 

 

 

as % of revenues

 

5.6

%

2.1

%

 

 

 

 

Cash flow from operating activities

 

9

 

43

 

 

 

 

 

 

Orders increased significantly in the second quarter compared to the low levels of the year-earlier period. Orders were higher from both general industry, such as packaging, consumer electronics and food, and the automotive industry. Orders were higher in all regions, led by Europe.

Revenues in local currencies were lower than in the same quarter of 2006 as the result of the low order levels in most of 2006. EBIT and EBIT margin improved reflecting the successful efforts to improve cost efficiency and project execution, as well as the non-recurrence of costs taken in the same quarter last year associated with a large project.

Cash flow from operating activities declined in the quarter as inventories were built up to meet the needs of higher orders received in the previous two quarters.

Non-core activities and Corporate

Non-core activities in the second quarter generated EBIT of $8 million. A final gain of approximately $40 million on the completion of the previously-announced sale of two Equity Ventures investments in April, 2007, was offset by the write-down of another investment, in line with the company’s strategy to divest its non-core activities.

Outlook for the remainder of 2007

The business environment for ABB during the rest of 2007 is expected to remain in line with the positive market situation seen in 2006 and the first half 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 at a high level in most sectors, although below the levels seen in 2006. 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 by customers 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 and the first half of 2007.

7




More information

The 2007 Q2 results press release and presentation slides are available from July 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 media call 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; from the U.S. and Canada +1 (1) 866 291 4166; 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 314, 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 (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 10 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 208, followed by the # key.

Investor calendar 2007

 

 

 

ABB Strategy Day

 

September 5, 2007

 

Q3 2007 results

 

October 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 111,000 people.

Zurich, July 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 for the remainder of 2007,” Appendix I, 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

 

ABB second quarter (Q2) and first half (H1) 2007 key figures

 

 

 

 

 

Q2 07

 

Q2 06(1)

 

Change

 

H1 07

 

H1 06(1)

 

Change

 

 

 

 

 

 

 

 

 

US$

 

Local

 

 

 

 

 

US$

 

Local

 

Orders

 

Group

 

8,666

 

6,868

 

26

%

20

%

17,305

 

13,727

 

26

%

20

%

 

 

Power Products

 

2,780

 

2,411

 

15

%

11

%

6,037

 

4,721

 

28

%

23

%

 

 

Power Systems

 

2,217

 

1,388

 

60

%

50

%

4,014

 

2,694

 

49

%

40

%

 

 

Automation Products

 

2,221

 

1,957

 

13

%

8

%

4,632

 

3,901

 

19

%

12

%

 

 

Process Automation

 

1,937

 

1,682

 

15

%

10

%

3,678

 

3,341

 

10

%

5

%

 

 

Robotics

 

392

 

268

 

46

%

40

%

770

 

594

 

30

%

23

%

 

 

Non-core activities

 

95

 

91

 

4

%

-2

%

196

 

184

 

7

%

0

%

 

 

Corporate
(consolidation)

 

-976

 

-929

 

-5

%

1

%

-2,022

 

-1,708

 

-18

%

-11

%

Revenues

 

Group

 

7,143

 

5,641

 

27

%

21

%

13,358

 

10,780

 

24

%

18

%

 

 

Power Products

 

2,472

 

1,821

 

36

%

30

%

4,532

 

3,284

 

38

%

32

%

 

 

Power Systems

 

1,300

 

1,031

 

26

%

20

%

2,454

 

2,043

 

20

%

14

%

 

 

Automation Products

 

2,147

 

1,684

 

27

%

21

%

4,045

 

3,214

 

26

%

19

%

 

 

Process Automation

 

1,586

 

1,300

 

22

%

16

%

2,969

 

2,535

 

17

%

11

%

 

 

Robotics

 

339

 

332

 

2

%

-2

%

644

 

665

 

-3

%

-8

%

 

 

Non-core activities

 

100

 

97

 

3

%

-3

%

198

 

192

 

3

%

-4

%

 

 

Corporate
(consolidation)

 

-801

 

-624

 

-28

%

-25

%

-1,484

 

-1,153

 

-29

%

-22

%

EBIT

 

Group

 

1,030

 

645

 

60

%

 

 

1,852

 

1,137

 

63

%

 

 

 

 

Power Products

 

418

 

245

 

71

%

 

 

735

 

418

 

76

%

 

 

 

 

Power Systems

 

109

 

62

 

76

%

 

 

189

 

110

 

72

%

 

 

 

 

Automation Products

 

374

 

262

 

43

%

 

 

683

 

483

 

41

%

 

 

 

 

Process Automation

 

167

 

120

 

39

%

 

 

306

 

238

 

29

%

 

 

 

 

Robotics

 

19

 

7

 

171

%

 

 

34

 

8

 

325

%

 

 

 

 

Non-core activities

 

8

 

21

 

-62

%

 

 

43

 

33

 

30

%

 

 

 

 

Corporate

 

-65

 

-72

 

10

%

 

 

-138

 

-153

 

10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBIT
margin (%)

 

Group

 

14.4

%

11.4

%

 

 

 

 

13.9

%

10.5

%

 

 

 

 

 

 

Power Products

 

16.9

%

13.5

%

 

 

 

 

16.2

%

12.7

%

 

 

 

 

 

 

Power Systems

 

8.4

%

6.0

%

 

 

 

 

7.7

%

5.4

%

 

 

 

 

 

 

Automation Products

 

17.4

%

15.6

%

 

 

 

 

16.9

%

15.0

%

 

 

 

 

 

 

Process Automation

 

10.5

%

9.2

%

 

 

 

 

10.3

%

9.4

%

 

 

 

 

 

 

Robotics

 

5.6

%

2.1

%

 

 

 

 

5.3

%

1.2

%

 

 

 

 


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

ABB Q2 2007 orders received and revenues by region

 

$ millions

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

 

 

Q2 07

 

Q2 06(1)

 

US$

 

Local

 

Q2 07

 

Q2 06(1)

 

US$ 

 

Local

 

Europe

 

4,079

 

3,496

 

17

%

13

%

3,223

 

2,695

 

20

%

15

%

Americas

 

1,366

 

1,052

 

30

%

23

%

1,258

 

1,071

 

17

%

12

%

Asia

 

2,261

 

1,679

 

35

%

25

%

1,867

 

1,370

 

36

%

27

%

Middle East and Africa

 

960

 

641

 

50

%

47

%

795

 

505

 

57

%

52

%

Group total

 

8,666

 

6,868

 

26

%

20

%

7,143

 

5,641

 

27

%

21

%


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

9




Appendix I

Debt and equity securities transactions

During the first six months of 2007, bondholders of an aggregate principle amount of CHF 799 million of the Company’s CHF 1 billion convertible bonds, due 2010, exercised their right to call the bonds. This resulted in a reduction in long-term debt of approximately $658 million and an increase in equity of $660 million.

 

During the second quarter of 2007, a bank holding call options related to ABB’s management incentive programs issued at fair value during 2001, 2003 and 2004, and with strike prices ranging from CHF 7.00 to CHF 13.49, exercised a portion of these options resulting in the issuance of approximately 17 million shares and a net increase in the Company’s capital stock and additional paid-in capital of $153 million.

 

Also during the second quarter of 2007, the Company purchased on the open market 10 million of its own shares for use in connection with its employee incentive plans. These transactions resulted in an increase in treasury stock by $199 million.

 

Employee benefits funding

During the first six months of 2007 ABB made contributions of $91 million to its pension plans and $10 million to its other postretirement plans.

 

 The planned “standard” contributions for full year 2007, based on current plan structures, are about $186 million to defined benefit pension plans and approximately $21 million to other postretirement benefit plans.

 

The company expects that additional discretionary contributions will be made in the remaining part of the year.

 

Accounting pronouncements

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. 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




Appendix II

Reconciliation of financial measures Q2 2007

 

 

 

Q2 07

 

Q2 06(1)

 

$ millions unless otherwise indicated

 

 

 

 

 

EBIT margin:

 

 

 

 

 

Earnings before interest and taxes

 

1,030

 

645

 

Revenues

 

7,143

 

5,641

 

EBIT margin

 

14.4

%

11.4

%

 

 

 

 

 

 

Net margin:

 

 

 

 

 

Net income

 

729

 

367

 

Revenues

 

7,143

 

5,641

 

Net margin

 

10.2

%

6.5

%


(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.

 

 

 

At June 30,
2007

 

At Mar. 31,
2007

 

Net cash:

 

 

 

 

 

Cash and equivalents

 

4,428

 

4,366

 

Marketable securities and short-term investments

 

613

 

685

 

Cash and marketable securities

 

5,041

 

5,051

 

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

 

387

 

341

 

Long-term debt

 

2,279

 

2,371

 

Total debt

 

2,666

 

2,712

 

Net cash

 

2,375

 

2,339

 

Gearing:

 

 

 

 

 

Total debt

 

2,666

 

2,712

 

Total stockholders’ equity

 

7,637

 

7,231

 

Minority interest

 

431

 

484

 

Gearing

 

25

%

26

%

 

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

 

Gearing is a financial measure that is calculated as total debt divided by the sum of total debt plus 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.

 

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 results in local currencies as compared to U.S. dollars are caused exclusively by changes in currency exchange rates.

11




 

ABB Ltd Consolidated Income Statements

 

 

Six Months Ended

 

Three Months Ended

 

$ millions, except per share data (unaudited)

 

June 30, 2007

 

June 30, 2006(1)

 

June 30, 2007

 

June 30, 2006(1)

 

Sales of products

 

11,373

 

8,993

 

6,089

 

4,720

 

Sales of services

 

1,985

 

1,787

 

1,054

 

921

 

Total revenues

 

13,358

 

10,780

 

7,143

 

5,641

 

 

 

 

 

 

 

 

 

 

 

Cost of products

 

(7,900

)

(6,469

)

(4,220

)

(3,365

)

Cost of services

 

(1,321

)

(1,214

)

(706

)

(620

)

Total cost of sales

 

(9,221

)

(7,683

)

(4,926

)

(3,985

)

Gross profit

 

4,137

 

3,097

 

2,217

 

1,656

 

Selling, general & administrative expenses

 

(2,333

)

(2,035

)

(1,193

)

(1,069

)

Other income (expense) net

 

48

 

75

 

6

 

58

 

Earnings before interest and taxes

 

1,852

 

1,137

 

1,030

 

645

 

Interest and dividend income

 

91

 

82

 

41

 

48

 

Interest and other finance expense

 

(115

)

(187

)

(40

)

(112

)

Income from continuing operations before taxes and minority interest

 

1,828

 

1,032

 

1,031

 

581

 

Provision for taxes

 

(484

)

(322

)

(260

)

(169

)

Minority interest

 

(100

)

(78

)

(60

)

(47

)

Income from continuing operations

 

1,244

 

632

 

711

 

365

 

Income (loss) from discontinued operations, net of tax

 

22

 

(61

)

18

 

2

 

Net income

 

1,266

 

571

 

729

 

367

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

0.56

 

0.30

 

0.31

 

0.17

 

Income (loss) from discontinued operations, net of tax

 

0.01

 

(0.03

)

0.01

 

 

Net income

 

0.57

 

0.27

 

0.32

 

0.17

 

Average basic shares (in millions)

 

2,230

 

2,080

 

2,269

 

2,124

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

0.54

 

0.29

 

0.31

 

0.17

 

Income (loss) from discontinued operations, net of tax

 

0.01

 

(0.02

)

0.01

 

 

Net income

 

0.55

 

0.27

 

0.32

 

0.17

 

Average diluted shares (in millions)

 

2,306

 

2,199

 

2,310

 

2,243

 

 


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

12




 

ABB Ltd Consolidated Balance Sheets

$ millions, except share data (unaudited)

 

June 30,
2007

 

Dec. 31,
2006(1)

 

 

 

 

 

 

 

Cash and equivalents

 

4,428

 

4,211

 

Marketable securities & short-term investments

 

613

 

528

 

Receivables, net

 

7,639

 

6,592

 

Inventories, net

 

4,581

 

3,850

 

Prepaid expenses

 

237

 

248

 

Deferred taxes

 

684

 

572

 

Other current assets

 

254

 

237

 

Assets held for sale and in discontinued operations

 

1,286

 

1,305

 

Total current assets

 

19,722

 

17,543

 

 

 

 

 

 

 

Financing receivables

 

535

 

539

 

Property, plant and equipment, net

 

2,909

 

2,803

 

Goodwill

 

2,401

 

2,369

 

Other intangible assets, net

 

256

 

286

 

Prepaid pension and other employee benefits

 

384

 

373

 

Investments in equity method companies

 

66

 

545

 

Deferred taxes

 

481

 

509

 

Other non-current assets

 

154

 

175

 

Total assets

 

26,908

 

25,142

 

 

 

 

 

 

 

Accounts payable, trade

 

4,180

 

3,692

 

Accounts payable, other

 

1,157

 

1,173

 

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

 

387

 

122

 

Advances from customers

 

1,830

 

1,493

 

Deferred taxes

 

259

 

226

 

Asbestos obligations

 

297

 

150

 

Provision and other

 

2,813

 

2,880

 

Accrued expenses

 

1,442

 

1,517

 

Liabilities held for sale and in discontinued operations

 

1,107

 

1,232

 

Total current liabilities

 

13,472

 

12,485

 

 

 

 

 

 

 

Long-term debt

 

2,279

 

3,160

 

Pension and other employee benefits

 

818

 

809

 

Deferred taxes

 

535

 

763

 

Asbestos obligations

 

46

 

282

 

Other liabilities

 

1,690

 

1,154

 

Total liabilities

 

18,840

 

18,653

 

 

 

 

 

 

 

Minority interest

 

431

 

451

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital

 

5,343

 

4,514

 

Retained earnings

 

4,464

 

3,647

 

Accumulated other compreshensive loss

 

(1,868

)

(2,019

)

Less: Treasury stock, at cost (18,750,738 and 8,782,721 shares at June 30, 2007 and December 31, 2006)

 

(302

)

(104

)

Total stockholders’ equity

 

7,637

 

6,038

 

Total liabilities and stockholders’ equity

 

26,908

 

25,142

 


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

13




 

ABB Ltd Consolidated Statements of Cash Flows

 

 

Six Months Ended

 

Three Months Ended

 

$ millions (unaudited)

 

June 30, 2007

 

June 30, 2006

 

June 30, 2007

 

June 30, 2006

 

Operating activities

 

 

 

 

 

 

 

 

 

Net income

 

$

1,266

 

$

571

 

$

729

 

$

367

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

286

 

274

 

139

 

139

 

Provisions

 

(149

)

82

 

(144

)

(56

)

Pension and postretirement benefits

 

(12

)

(8

)

(5

)

(10

)

Deferred taxes

 

66

 

73

 

25

 

25

 

Net gain from sale of property, plant and equipment

 

(19

)

(46

)

(6

)

(37

)

Income from equity accounted companies

 

(39

)

(44

)

(10

)

(20

)

Minority interest

 

100

 

79

 

60

 

48

 

Other

 

97

 

131

 

48

 

135

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Trade receivables

 

(400

)

(252

)

(506

)

(177

)

Inventories

 

(587

)

(476

)

(118

)

(108

)

Trade payables

 

376

 

215

 

233

 

80

 

Advances from customers

 

285

 

193

 

173

 

108

 

Other assets and liabilities, net

 

(571

)

(416

)

(222

)

(156

)

Net cash provided by operating activities

 

699

 

376

 

396

 

338

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

Changes in financing receivables

 

15

 

27

 

12

 

20

 

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

 

(4,260

)

(1,919

)

(2,223

)

(676

)

Purchases of property, plant and equipment and intangible assets

 

(284

)

(212

)

(160

)

(123

)

Acquisition of businesses (net of cash acquired)

 

(43

)

 

(17

)

 

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

 

4,304

 

1,826

 

2,406

 

798

 

Proceeds from sales of property, plant and equipment

 

29

 

60

 

10

 

46

 

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

 

337

 

22

 

225

 

9

 

Net cash provided by (used in) investing activities

 

98

 

(196

)

253

 

74

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Net changes in debt with maturities of 90 days or less

 

1

 

40

 

(24

)

17

 

Increase in debt

 

93

 

66

 

44

 

49

 

Repayment of debt

 

(84

)

(80

)

(58

)

(42

)

Issuance of shares

 

153

 

 

153

 

 

Purchase of treasury shares

 

(199

)

 

(199

)

 

Dividends paid

 

(449

)

(203

)

(449

)

(203

)

Payments made upon bond conversion

 

 

(72

)

 

(72

)

Payments made upon bond exhange

 

 

(114

)

 

(114

)

Other

 

(138

)

(48

)

(104

)

(71

)

Net cash used in financing activities

 

(623

)

(411

)

(637

)

(436

)

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

55

 

133

 

53

 

87

 

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

 

(12

)

17

 

(3

)

12

 

Net change in cash and equivalents—continuing operations

 

217

 

(81

)

62

 

75

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents begining of period

 

4,211

 

3,152

 

4,366

 

2,996

 

Cash and equivalents end of period

 

4,428

 

3,071

 

4,428

 

3,071

 

 

 

 

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information

 

 

 

 

 

 

 

 

 

Interest paid

 

104

 

136

 

45

 

68

 

Taxes paid

 

401

 

272

 

243

 

143

 

Carrying value of debt and accrued interest converted into capital stock

 

670

 

953

 

10

 

953

 

 

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, 2006

 

$

3,121

 

$

2,460

 

$

(1,756

)

$

1

 

$

(214

)

$

7

 

$

(1,962

)

$

(136

)

$

3,483

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

571

 

 

 

 

 

 

 

571

 

Foreign currency translation adjustments

 

 

 

88

 

 

 

 

88

 

 

88

 

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

 

 

 

 

(6

)

 

 

(6

)

 

(6

)

Minimum pension liability adjustments, net of tax

 

 

 

 

 

(16

)

 

(16

)

 

(16

)

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

 

 

 

 

 

 

102

 

102

 

 

102

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

739

 

Shares issued to Asbestos PI Trust (CE Settlement Shares)

 

407

 

 

 

 

 

 

 

 

407

 

Payments of Dividends

 

 

(203

)

 

 

 

 

 

 

(203

)

Employee incentive plans

 

7

 

 

 

 

 

 

 

 

7

 

Treasury Share Transactions

 

(6

)

 

 

 

 

 

 

6

 

 

Convertible bonds

 

903

 

 

 

 

 

 

 

25

 

928

 

Call Options

 

19

 

 

 

 

 

 

 

 

19

 

Balance at June 30, 2006

 

$

4,451

 

$

2,828

 

$

(1,668

)

$

(5

)

$

(230

)

$

109

 

$

(1,794

)

$

(105

)

$

5,380

 

 

 

 

 

 

 

 

 

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

 

Unrecognized
actuarial
gains and
losses
related
to
pensions

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

1,266

 

 

 

 

 

 

 

1,266

 

Foreign currency translation adjustments

 

 

 

150

 

 

 

 

150

 

 

150

 

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

 

 

 

 

2

 

 

 

2

 

 

2

 

Unrecognized actuarial gains and losses related to pensions

 

 

 

 

 

10

 

 

10

 

 

10

 

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

 

 

 

 

 

 

(11

)

(11

)

 

(11

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

1,417

 

Shares issued

 

153

 

 

 

 

 

 

 

 

153

 

Payments of dividends

 

 

(449

)

 

 

 

 

 

 

(449

)

Employee incentive plans

 

11

 

 

 

 

 

 

 

 

11

 

Treasury share transactions

 

(1

)

 

 

 

 

 

 

(198

)

(199

)

Convertible bonds

 

660

 

 

 

 

 

 

 

 

660

 

Call options

 

6

 

 

 

 

 

 

 

 

6

 

Balance at June 30, 2007

 

$

5,343

 

$

4,464

 

$

(1,312

)

 

$

(619

)

$

63

 

$

(1,868

)

$

(302

)

$

7,637

 

 

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 and warrant appreciation rights, in the following amounts:

Name

 

 

 

Date

 

Description

 

Purchased

 

Sold

 

Price

 

Jürgen Dormann

 

April 27, 2007

 

Shares

 

 

 

50,000

 

CHF 24.55

 

Jürgen Dormann

 

April 30, 2007

 

Warrants

 

 

 

100,000

 

CHF 3.48

 

Jürgen Dormann

 

April 30, 2007

 

Warrants

 

 

 

900,000

 

CHF 3.47

 

Bernhard Jucker

 

April 30, 2007

 

Warrant
Appreciation
Rights

 

 

 

375,000

 

CHF 3.50

 

Anders Jonsson

 

May 4, 2007

 

Warrants

 

 

 

312,500

 

CHF 3.43

 

Tom Sjökvist

 

May 4, 2007

 

Warrants

 

 

 

1,000

 

CHF 3.52

 

Tom Sjökvist

 

May 7, 2007

 

Warrants

 

 

 

374,000

 

CHF 3.46

 

Michel de Rosen

 

May 25, 2007

 

Shares

 

760

 

 

 

CHF 25.75

 

Veli-Matti
Reinikkala

 

June 7, 2007

 

Shares

 

3,000

 

 

 

USD 21.26

 

Veli-Matti
Reinikkala

 

June 7, 2007

 

Shares

 

2,000

 

 

 

USD 21.25

 

 

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: July 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