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 2014

 

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 23, 2014.

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

 

2



 

Press Release

 

ABB delivers strong order growth and cash in Q2

 

·                      Orders up 13%(1); book-to-bill ratio(2) of 1.04x

·                      Group operational EBITDA(3) impacted by loss in Power Systems (PS)

·                      Decisive step change actions implemented in PS

·                      Cash from operations up by more than $300 million

·                      Successful execution of announced portfolio pruning

 

Zurich, Switzerland, July 23, 2014 — ABB today reported strong order growth, stable revenues and a significant increase in cash from operations for the second quarter of 2014. The lower operational EBITDA margin mainly reflects ongoing project-related challenges in the Power Systems (PS) division.

 

Orders(4) of $10.6 billion were 14 percent higher (13 percent on a like-for-like basis(2)) compared with the same quarter in 2013. Base orders accelerated and large orders grew more than 70 percent. The positive growth momentum was supported across all regions.

 

“Last October we said that we will drive organic growth through penetration, innovation and expansion and now we are delivering results,” said ABB Chief Executive Officer Ulrich Spiesshofer. “Our focused actions are paying off and support overall increased order momentum. In the second quarter we saw encouraging growth in our two largest markets, the US and China.”

 

The strong order intake resulted in a positive book-to-bill ratio of 1.04x. ABB delivered steady revenues of $10.2 billion despite the lower opening order backlog.

 

Group operational EBITDA was impacted by a loss in the PS division related to ongoing project charges in large engineering, procurement and construction (EPC) projects for offshore wind and solar power generation. New management has taken strict actions to de-risk the PS portfolio and adjust capacity. In addition to the exit from the solar EPC business, ABB is implementing a new business model for offshore wind EPC. “As said previously, PS is likely to weigh on earnings in the coming quarters. Spiesshofer said. “We are driving the PS turnaround as a top priority and made good progress in lowering the exposure.”

 

Operational EBITDA margin(2) was stable to higher for the remaining divisions, excluding the expected dilutive impact of the Power-One acquisition in Discrete Automation and Motion. Cash from operations improved by more than 60 percent to $888 million in the quarter.

 

ABB successfully executed on its announced strategic portfolio pruning of businesses that have limited synergies with the rest of the portfolio. “Since October last year, we have moved quickly on our commitment to optimize the portfolio in a value-creating way and to strengthen the focus on the core,” Spiesshofer said.

 

“For the second half of the year we will continue to push hard on our organic growth initiatives in a mixed market environment,” he said. “We will drive our relentless execution on cash and further step up the momentum on cost savings. We are confident that our balanced growth and execution initiatives will yield positive results for our shareholders.”

 

ABB will host a capital markets day on September 9 in London to communicate its new strategy and financial targets as well as priorities for value creation and capital allocation.

 

2014 Q2 and half-year key figures

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q2 14

 

Q2 13

 

US$

 

Local

 

Like-for-like(2)

 

H1 14

 

H1 13

 

US$

 

Local

 

Like-for-like(2)

 

Orders

 

10’567

 

9’312

 

13

%

14

%

13

%

20’925

 

19’804

 

6

%

7

%

6

%

Order backlog (end June)

 

27’089

 

28’292

 

-4

%

-5

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

10’190

 

10’225

 

0

%

0

%

-1

%

19’661

 

19’940

 

-1

%

0

%

-1

%

Income from operations

 

1’052

 

1’188

 

-11

%

 

 

 

 

1’907

 

2’240

 

-15

%

 

 

 

 

as % of revenues

 

 10.3

%

11.6

%

 

 

 

 

 

 

9.7

%

11.2

%

 

 

 

 

 

 

Operational EBITDA

 

1’331

 

1’561

 

-15

%

 

 

 

 

2’602

 

3’019

 

-14

%

 

 

 

 

as % of operational revenues(2)

 

13.0

%

15.2

%

 

 

 

 

 

 

13.2

%

15.1

%

 

 

 

 

 

 

Net income

 

636

 

763

 

-17

%

 

 

 

 

1’180

 

1’427

 

-17

%

 

 

 

 

Basic earnings per share ($)

 

0.28

 

0.33

 

 

 

 

 

 

 

0.51

 

0.62

 

 

 

 

 

 

 

Cash from operating activities

 

888

 

543

 

64

%

 

 

 

 

843

 

320

 

163

%

 

 

 

 

 

1



 

Summary of Q2 results

 

Growth overview

 

Demand for power distribution systems and equipment from utility customers remained steady in the quarter while utility investments in power transmission remained selective. Industrial demand varied by region and end market, with positive trends in sectors such as oil and gas and general industry and continued weakness in mining. Infrastructure markets were also mixed. Construction markets were mainly flat to slightly weaker while rail and marine transportation demand was positive.

 

Total orders received were up 14 percent in the quarter (13 percent on a like-for-like basis). Approximately half of the increase resulted from higher large orders (above $15 million), particularly the $400-million HVDC (high-voltage direct current) power link order won in Canada. Base orders (below $15 million) were up 9 percent (7 percent like-for-like) on growth in most of ABB’s early-cycle product businesses. Large orders represented 14 percent of total orders received in the quarter, compared to 9 percent in the same quarter in 2013.

 

Service orders increased 12 percent and represented 17 percent of total orders, unchanged versus the year-earlier quarter.

 

Revenues were flat in the second quarter (down 1 percent like-for-like). Higher revenues in the Discrete Automation and Motion division compensated a revenue decline in Process Automation and Power Systems divisions where opening order backlogs were lower compared to the same quarter a year earlier. Service revenues were flat and represented 16 percent of total revenues, unchanged compared to the same quarter a year earlier.

 

The order backlog at the end of June amounted to $27.1 billion, a decrease of 5 percent compared to the end of the same quarter in 2013 but 5 percent higher than at the end of 2013.

 

Orders received and revenues by region

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

$ millions unless 
otherwise indicated

 

Q2 14

 

Q2 13

 

US$

 

Local

 

Like-for-
like

 

Q2 14

 

Q2 13

 

US$

 

Local

 

Like-for-
like

 

Europe

 

3’262

 

3’149

 

4

%

1

%

-1

%

3’615

 

3’421

 

6

%

3

%

3

%

The Americas

 

3’531

 

2’736

 

29

%

33

%

31

%

2’939

 

3’052

 

-4

%

-1

%

-3

%

Asia

 

2’798

 

2’494

 

12

%

14

%

13

%

2’698

 

2’783

 

-3

%

-1

%

-2

%

Middle East and Africa

 

976

 

933

 

5

%

5

%

5

%

938

 

969

 

-3

%

-3

%

-3

%

ABB Group

 

10’567

 

9’312

 

13

%

14

%

13

%

10’190

 

10’225

 

0

%

0

%

-1

%

 

Orders were mixed across Europe. For example, orders increased in Russia, the Netherlands and Germany and declined in Norway, the UK and France.

 

The strong order development in the Americas partly reflects the large power transmission order won in Canada in the quarter, as well as a double-digit order increase in the US and a significant increase in Brazil compared with the low levels of 2013.

 

Asian order growth was led by double-digit increases in China—especially in Power Products and Discrete Automation and Motion—Indonesia, and South Korea. Orders decreased in India.

 

Orders increased in the Middle East and Africa—including strong double-digit growth in Saudi Arabia—mainly on higher demand in the power divisions.

 

2



 

Orders received and revenues by division

 

 

 

Orders received

 

Revenues

 

 

 

 

 

 

 

Change

 

 

 

 

 

Change

 

$ millions unless
otherwise indicated

 

Q2
2014

 

Q2
2013

 

US$

 

Local
currency

 

Like-
for-like

 

Q2
2014

 

Q2
2013

 

US$

 

Local
currency

 

Like-
for-like

 

Discrete Automation and Motion

 

2’667

 

2’392

 

11

%

11

%

7

%

2’543

 

2’362

 

8

%

7

%

3

%

Low Voltage Products

 

1’939

 

1’980

 

-2

%

-1

%

0

%

1’936

 

1’929

 

0

%

1

%

3

%

Process Automation

 

2’044

 

1’788

 

14

%

15

%

16

%

2’012

 

2’130

 

-6

%

-5

%

-2

%

Power Products

 

2’766

 

2’596

 

7

%

7

%

 

 

2’662

 

2’781

 

-4

%

-3

%

 

 

Power Systems

 

1’767

 

1’307

 

35

%

39

%

 

 

1’810

 

1’962

 

-8

%

-7

%

 

 

Corporate and other
(incl. inter-division eliminations)

 

(616

)

(751

)

 

 

 

 

 

 

(773

)

(939

)

 

 

 

 

 

 

ABB Group

 

10’567

 

9’312

 

13

%

14

%

13

%

10’190

 

10’225

 

0

%

0

%

-1

%

 

Discrete Automation and Motion: A combination of growth initiatives and higher demand in early-cycle businesses serving general industry and discrete manufacturing drove order growth in the quarter, led by a solid increase in base orders. Large orders were lower. Increased revenues in robotics and service more than offset the impact of a lower opening order backlog in large motors and medium-voltage drives compared to the same quarter in 2013.

 

Low Voltage Products: Orders were stable compared with the same period a year earlier and, excluding the previously-announced divestments, the remaining ongoing business improved. Revenue growth was driven mainly by product businesses and systems.

 

Process Automation: Both large and base orders improved in the second quarter, driven mainly by the strength of the marine and pulp and paper sectors. Demand from the mining industry was up but remained at low levels. Orders grew in the Americas and Asia. Orders were flat in Europe and down slightly in the Middle East and Africa. Revenues were lower as the execution of the strong order backlog in oil and gas was offset mainly by a decline in marine and mining revenues. Increased lifecycle service revenues in the quarter were offset by lower full service revenues.

 

Power Products: Both large and base orders increased in the second quarter, supported by the distribution and industry sectors and continued selective investments on large transmission projects. Order growth was driven by emerging markets, including China, India and Brazil. Orders also increased in North America but were lower in Europe. The lower revenues in the quarter mainly reflect the lower opening order backlog.

 

Power Systems: An increase in large orders, mainly the $400-million HVDC (high-voltage direct current) link project in Canada, drove the strong order improvement in the second quarter, although base orders also grew at a double-digit pace. Utilities remain cautious in their power transmission investments and ABB continues to be selective, focusing on margin and pull-through. Revenues were lower than the previous year impacted by the lower opening order backlog and the execution delays in selected projects.

 

3



 

Earnings overview

 

Operational EBITDA

 

Operational EBITDA in the second quarter of 2014 amounted to $1.3 billion, 15 percent below the year-earlier period, primarily the result of the continued weak operational performance in Power Systems, mainly related to EPC projects in offshore wind and solar power generation. The operational EBITDA margin was steady to higher in all other divisions (excluding the dilutive impact of the Power-One acquisition in the Discrete Automation and Motion division).

 

Cost savings and further productivity improvements more than compensated pricing pressures.

 

Net income

 

Net income for the quarter amounted to $636 million and included $333 million of depreciation and amortization, of which approximately $100 million of amortization was related to acquisitions. Restructuring-related charges amounted to $40 million.

 

Net income also includes after-tax gains of approximately $60 million from divestitures in the quarter.

 

Basic earnings per share amounted to $0.28 in the second quarter compared to $0.33 in the same quarter a year earlier.

 

Earnings and cash flows by division

 

 

 

Operational EBITDA

 

Operational
EBITDA margin

 

Cash flows from
operating activities

 

$ millions unless
otherwise indicated

 

Q2
2014

 

Q2
2013

 

Change
US$

 

Q2
2014

 

Q2
2013

 

Q2
2014

 

Q2
2013

 

Change
US$

 

Discrete Automation and Motion

 

443

 

428

 

4

%

17.4

%

18.1

%

374

 

326

 

15

%

Low Voltage Products

 

364

 

367

 

-1

%

18.8

%

19.0

%

273

 

255

 

7

%

Process Automation

 

248

 

252

 

-2

%

12.3

%

11.8

%

206

 

163

 

26

%

Power Products

 

393

 

409

 

-4

%

14.8

%

14.7

%

189

 

223

 

-15

%

Power Systems

 

(24

)

159

 

n/a

 

-1.3

%

7.9

%

54

 

(151

)

n/a

 

Corporate and other (incl. inter-division eliminations)

 

(93

)

(54

)

 

 

 

 

 

 

(208

)

(273

)

 

 

ABB Group

 

1’331

 

1’561

 

-15

%

13.0

%

15.2

%

888

 

543

 

64

%

 

Discrete Automation and Motion: The operational EBITDA increased on higher revenues while the operational EBITDA margin decline reflects the dilutive impact from Power-One, acquired in the third quarter of 2013. Excluding that impact, the division’s operational EBITDA margin was slightly higher than in the year-earlier period.

 

Low Voltage Products: Operational EBITDA margin declined due to an unfavorable revenue mix and increased investments to drive organic sales growth.

 

Process Automation: The operational EBITDA margin improvement reflects solid project execution out of the order backlog in the oil and gas business and continued strict cost control.

 

Power Products: The operational EBITDA margin was maintained at a steady level as a result of continued cost savings and solid execution.

 

4



 

Power Systems: The operational EBITDA loss reflects the continued impact of project-related charges, mainly in engineering, procurement and construction (EPC) contracts in solar power generation and in offshore wind. Lower revenues also affected earnings.

 

Balance sheet and cash flow

 

Total debt(2) at the end of the second quarter amounted to around $9 billion, approximately $1 billion higher than at the end of 2013, reflecting increased short-term borrowing. Net debt(2) at the end of the second quarter increased to approximately $3 billion compared with $1.5 billion at the end of 2013.

 

ABB reported cash flow from operations of $888 million in the second quarter, an increase of more than $300 million compared with the second quarter in 2013. Cash flow from the divisions improved by $280 million as the result of successful net working capital management efforts, especially in receivables and inventory management. Net working capital as a share of revenues(2) amounted to 17 percent, as in the second quarter of 2013.

 

Divestitures

 

In line with its strategy to continuously optimize the portfolio and to focus on driving profitable growth in the core automation and power businesses, ABB announced in June an agreement to divest Thomas & Betts’ steel structures business for $600 million in an all-cash transaction. The deal is expected to be closed in the third quarter of 2014, subject to regulatory clearances. ABB also divested the Power Solutions business of Power-One for approximately $120 million and completed the previously-announced sale of Thomas & Betts’ heating, ventilation and air conditioning business for approximately $260 million.

 

Outlook

 

The long-term demand outlook for ABB’s businesses remains clearly positive. The need for efficient and reliable electricity transmission and distribution will continue to increase, driven by factors such as: accelerating urbanization in emerging markets; actions to address global warming; the rapidly increasing power needs from digitization; and the refurbishment of aging power grids. At the same time, demand for industrial automation solutions will grow as customers strive to improve productivity, efficiency, product quality, and safety. ABB is well positioned to tap these opportunities for long-term profitable growth with its strong market presence, broad geographic and business scope, technology leadership and financial strength.

 

In the short term, there are positive early-cycle macroeconomic signs, for example, in the US. However, there remain uncertainties related to the speed and strength of economic development in some emerging markets. Growth in Europe is expected to continue the pattern seen in the second quarter and to vary by country and sector.

 

In this market environment, ABB’s management team aims to systematically drive profitable organic growth through increased market penetration, generating more revenues from our pipeline of new product innovations, and expanding into new attractive market segments. In addition, management intends to accelerate business-led collaboration, such as further developing the service business, driving the successful integration of acquired businesses and increasing ABB’s productivity by focusing stronger on the needs of customers. A third priority is relentless execution, especially in the areas of cost savings, cash flow generation and returning the Power Systems division to higher and more consistent returns.

 

5



 

More information

 

The 2014 Q2 results press release and presentation slides are available 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 conference call starting at 9:30 a.m. Central European Time (CET). The event will be accessible by conference call. U.K. callers should dial +44 203 059 58 62. From Sweden, the number is +46 85 051 00 31, and from the rest of Europe, +41 58 310 50 00. Callers from the US and Canada should +1 866 291 41 66 (toll-free) or +1 631 570 56 13 (local tariff). 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 24 hours: Playback numbers: +44 207 108 6233 (U.K.), +41 91 612 4330 (rest of Europe) or +1 631 982 4566 (U.S./Canada). The code is 18397, followed by the # key.

 

A conference call for analysts and investors is scheduled to begin today at 2:00 p.m. CET (1:00 p.m. BST, 8:00 a.m. EDT). Callers should dial +1 866 291 41 66 from the US/Canada (toll-free), +1 631 570 5613 (US/Canada local tariff), +44 203 059 58 62 from the U.K., +46 8 5051 00 31 from Sweden or +41 58 310 50 00 from the rest of the world. Callers are requested to phone in 10 minutes before the start of the call. The recorded session will be available as a podcast one hour after the end of the conference call and can be downloaded from our website.

 

Investor calendar 2014

 

 

Capital Markets Day

 

September 9, 2014

Third-quarter 2014 results

 

October 22, 2014

Fourth-quarter 2014 results

 

February 5, 2015

 

ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 145,000 people.

 

Important notice about forward-looking information

 

This press release includes forward-looking information and statements as well as other statements concerning the outlook for our business. These statements are based on current expectations, estimates and projections about the factors that may affect our future performance, including global economic conditions, the economic conditions of the regions and industries that are major markets for ABB Ltd. These expectations, estimates and projections are generally identifiable by statements containing words such as “expects,” “believes,” “estimates,” “targets,” “plans”, “is likely” or similar expressions. However, there are many risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking information and statements made in this press release and which could affect our ability to achieve any or all of our stated targets. The important factors that could cause such differences include, among others, business risks associated with the volatile global economic environment and political conditions, costs associated with compliance activities, raw materials availability and prices, market acceptance of new products and services, changes in governmental regulations and currency exchange rates and such other factors as may be discussed from time to time in ABB Ltd’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 20-F. Although ABB Ltd believes that its expectations reflected in any such forward-looking statement are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved.

 

Zurich, July 23, 2014

Ulrich Spiesshofer, CEO

 

For more information please contact:

 

Media Relations:

Investor Relations:

ABB Ltd

Thomas Schmidt, Antonio Ligi

Switzerland: Tel. +41 43 317 71 11

Affolternstrasse 44

(Zurich, Switzerland)

investor.relations@ch.abb.com

CH-8050 Zurich, Switzerland

Tel: +41 43 317 7111

 

 

Fax: +41 43 317 79 58

 

 

media.relations@ch.abb.com

 

 

 

6



 

Key figures

 

$ millions unless otherwise indicated

 

Q2 14

 

Q2 13

 

Change

 

H1 14

 

H1 13

 

Change

 

 

 

 

 

 

 

 

 

US$

 

Local

 

Like-for-like(2)

 

 

 

 

 

US$

 

Local

 

Like-for-like(2)

 

Orders

 

ABB Group

 

10,567

 

9,312

 

13

%

14

%

13

%

20,925

 

19,804

 

6

%

7

%

6

%

 

 

Discrete Automation and Motion

 

2,667

 

2,392

 

11

%

11

%

7

%

5,483

 

4,877

 

12

%

13

%

8

%

 

 

Low Voltage Products

 

1,939

 

1,980

 

-2

%

-1

%

0

%

3,914

 

3,914

 

0

%

1

%

1

%

 

 

Process Automation

 

2,044

 

1,788

 

14

%

15

%

16

%

4,048

 

4,288

 

-6

%

-4

%

1

%

 

 

Power Products

 

2,766

 

2,596

 

7

%

7

%

 

 

5,491

 

5,455

 

1

%

2

%

 

 

 

 

Power Systems

 

1,767

 

1,307

 

35

%

39

%

 

 

3,257

 

2,944

 

11

%

14

%

 

 

 

 

Corporate and other (incl. inter-division eliminations)

 

(616

)

(751

)

 

 

 

 

 

 

(1,268

)

(1,674

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

ABB Group

 

10,190

 

10,225

 

0

%

0

%

-1

%

19,661

 

19,940

 

-1

%

0

%

-1

%

 

 

Discrete Automation and Motion

 

2,543

 

2,362

 

8

%

7

%

3

%

4,924

 

4,689

 

5

%

5

%

1

%

 

 

Low Voltage Products

 

1,936

 

1,929

 

0

%

1

%

3

%

3,818

 

3,706

 

3

%

4

%

4

%

 

 

Process Automation

 

2,012

 

2,130

 

-6

%

-5

%

-2

%

3,955

 

4,108

 

-4

%

-2

%

1

%

 

 

Power Products

 

2,662

 

2,781

 

-4

%

-3

%

 

 

5,053

 

5,270

 

-4

%

-3

%

 

 

 

 

Power Systems

 

1,810

 

1,962

 

-8

%

-7

%

 

 

3,418

 

4,013

 

-15

%

-13

%

 

 

 

 

Corporate and other (incl. inter-division eliminations)

 

(773

)

(939

)

 

 

 

 

 

 

(1,507

)

(1,846

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

ABB Group

 

1,052

 

1,188

 

-11

%

 

 

 

 

1,907

 

2,240

 

-15

%

 

 

 

 

 

 

Discrete Automation and Motion

 

349

 

361

 

-3

%

 

 

 

 

675

 

698

 

-3

%

 

 

 

 

 

 

Low Voltage Products

 

400

 

262

 

53

%

 

 

 

 

656

 

494

 

33

%

 

 

 

 

 

 

Process Automation

 

217

 

233

 

-7

%

 

 

 

 

436

 

457

 

-5

%

 

 

 

 

 

 

Power Products

 

319

 

346

 

-8

%

 

 

 

 

591

 

629

 

-6

%

 

 

 

 

 

 

Power Systems

 

(90

)

108

 

n/a

 

 

 

 

 

(192

)

213

 

n/a

 

 

 

 

 

 

 

Corporate and other (incl. inter-division eliminations)

 

(143

)

(122

)

 

 

 

 

 

 

(259

)

(251

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations %

 

ABB Group

 

10.3

%

11.6

%

 

 

 

 

 

 

9.7

%

11.2

%

 

 

 

 

 

 

 

 

Discrete Automation and Motion

 

13.7

%

15.3

%

 

 

 

 

 

 

13.7

%

14.9

%

 

 

 

 

 

 

 

 

Low Voltage Products

 

20.7

%

13.6

%

 

 

 

 

 

 

17.2

%

13.3

%

 

 

 

 

 

 

 

 

Process Automation

 

10.8

%

10.9

%

 

 

 

 

 

 

11.0

%

11.1

%

 

 

 

 

 

 

 

 

Power Products

 

12.0

%

12.4

%

 

 

 

 

 

 

11.7

%

11.9

%

 

 

 

 

 

 

 

 

Power Systems

 

-5.0

%

5.5

%

 

 

 

 

 

 

-5.6

%

5.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

ABB Group

 

1,331

 

1,561

 

-15

%

 

 

 

 

2,602

 

3,019

 

-14

%

 

 

 

 

 

 

Discrete Automation and Motion

 

443

 

428

 

4

%

 

 

 

 

838

 

844

 

-1

%

 

 

 

 

 

 

Low Voltage Products

 

364

 

367

 

-1

%

 

 

 

 

710

 

687

 

3

%

 

 

 

 

 

 

Process Automation

 

248

 

252

 

-2

%

 

 

 

 

512

 

511

 

0

%

 

 

 

 

 

 

Power Products

 

393

 

409

 

-4

%

 

 

 

 

747

 

781

 

-4

%

 

 

 

 

 

 

Power Systems

 

(24

)

159

 

n/a

 

 

 

 

 

(53

)

328

 

n/a

 

 

 

 

 

 

 

Corporate and other (incl. inter-division eliminations)

 

(93

)

(54

)

 

 

 

 

 

 

(152

)

(132

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA %

 

ABB Group

 

13.0

%

15.2

%

 

 

 

 

 

 

13.2

%

15.1

%

 

 

 

 

 

 

 

 

Discrete Automation and Motion

 

17.4

%

18.1

%

 

 

 

 

 

 

17.1

%

18.0

%

 

 

 

 

 

 

 

 

Low Voltage Products

 

18.8

%

19.0

%

 

 

 

 

 

 

18.6

%

18.5

%

 

 

 

 

 

 

 

 

Process Automation

 

12.3

%

11.8

%

 

 

 

 

 

 

12.9

%

12.4

%

 

 

 

 

 

 

 

 

Power Products

 

14.8

%

14.7

%

 

 

 

 

 

 

14.8

%

14.8

%

 

 

 

 

 

 

 

 

Power Systems

 

-1.3

%

7.9

%

 

 

 

 

 

 

-1.5

%

8.1

%

 

 

 

 

 

 

 

Orders received and revenues by region

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

$ millions

 

H1 14

 

H1 13

 

US$

 

Local

 

Like-for-like(2)

 

H1 14

 

H1 13

 

US$

 

Local

 

Like-for-like(2)

 

Europe

 

7,126

 

7,033

 

1

%

0

%

1

%

6,969

 

6,798

 

3

%

1

%

0

%

The Americas

 

6,294

 

5,534

 

14

%

18

%

16

%

5,671

 

5,876

 

-3

%

0

%

-2

%

Asia

 

5,529

 

5,309

 

4

%

6

%

5

%

5,146

 

5,327

 

-3

%

-1

%

-2

%

Middle East and Africa

 

1,976

 

1,928

 

2

%

5

%

4

%

1,875

 

1,939

 

-3

%

-2

%

-3

%

Group total

 

20,925

 

19,804

 

6

%

7

%

6

%

19,661

 

19,940

 

-1

%

0

%

-1

%

 

7



 

Operational EBITDA

 

 

 

ABB

 

Discrete Automation
and Motion

 

Low Voltage
Products

 

Process Automation

 

Power Products

 

Power Systems

 

$ millions unless otherwise indicated

 

Q2 14

 

Q2 13

 

Q2 14

 

Q2 13

 

Q2 14

 

Q2 13

 

Q2 14

 

Q2 13

 

Q2 14

 

Q2 13

 

Q2 14

 

Q2 13

 

Revenues

 

10,190

 

10,225

 

2,543

 

2,362

 

1,936

 

1,929

 

2,012

 

2,130

 

2,662

 

2,781

 

1,810

 

1,962

 

FX/commodity timing differences on Revenues

 

56

 

76

 

(4

)

1

 

2

 

 

5

 

13

 

1

 

 

52

 

63

 

Operational revenues

 

10,246

 

10,301

 

2,539

 

2,363

 

1,938

 

1,929

 

2,017

 

2,143

 

2,663

 

2,781

 

1,862

 

2,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,052

 

1,188

 

349

 

361

 

400

 

262

 

217

 

233

 

319

 

346

 

(90

)

108

 

Depreciation

 

215

 

204

 

41

 

35

 

45

 

51

 

18

 

17

 

48

 

44

 

23

 

21

 

Amortization

 

118

 

114

 

38

 

31

 

31

 

31

 

4

 

5

 

7

 

8

 

24

 

24

 

including total acquisition-related amortization of

 

96

 

93

 

35

 

28

 

33

 

30

 

3

 

3

 

5

 

5

 

14

 

22

 

Restructuring and restructuring-related expenses

 

40

 

35

 

13

 

3

 

4

 

2

 

4

 

9

 

15

 

20

 

5

 

 

Gains and losses on sale of businesses, acquisition-related expenses and certain non-operational items

 

(114

)

28

 

2

 

5

 

(108

)

3

 

2

 

1

 

6

 

 

(9

)

1

 

FX/commodity timing differences in income from operations

 

20

 

(8

)

 

(7

)

(8

)

18

 

3

 

(13

)

(2

)

(9

)

23

 

5

 

Operational EBITDA

 

1,331

 

1,561

 

443

 

428

 

364

 

367

 

248

 

252

 

393

 

409

 

(24

)

159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

13.0

%

15.2

%

17.4

%

18.1

%

18.8

%

19.0

%

12.3

%

11.8

%

14.8

%

14.7

%

-1.3

%

7.9

%

 


(1) Orders up 13 percent on a like-for-like basis. See the “Supplemental Financial Information” attachment to the press release.

(2) For non-GAAP measures, see the “Supplemental Financial Information” attachment to the press release.

(3) See reconciliation of operational EBITDA to Income from continuing operations before taxes in Note 13 to the Interim Consolidated Financial Information (unaudited)

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

 

8


 


 

 

Supplemental financial information

June 30, 2014

 

ABB presents the following financial measures to supplement its Interim Consolidated Financial Information (unaudited) which is prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). These supplemental financial measures are, or may be, considered non-GAAP financial measures as defined in the rules of the U.S. Securities and Exchange Commission (SEC).

 

While ABB’s management believes that the non-GAAP financial measures herein are useful in evaluating ABB’s operating results, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP. Therefore these measures should not be viewed in isolation but considered together with the Interim Consolidated Financial Information (unaudited) prepared in accordance with U.S. GAAP as of and for six and three months ended June 30, 2014.

 

Like-for-like Growth Rates

 

The like-for-like growth rates of revenues and orders are calculated by adjusting reported revenues and orders, in both the current and comparable periods, for the effects of currency translation and portfolio changes. The adjustment for portfolio changes is calculated as follows: where the results of any business acquired or divested have not been consolidated and reported for the entire duration of both the current and comparable periods, the reported revenues and orders of such business are adjusted to exclude the revenues and orders of any corresponding quarters which are not comparable when computing the like-for-like growth rate. In addition, certain other adjustments, which affect the business portfolio but do not qualify as a divestment, are treated in a similar manner to a divestment. We do not adjust for portfolio changes where the business acquired or divested has annual revenues of less than $50 million per year.

 

Operational EBITDA margin

 

Definition

 

Operational EBITDA

 

Operational EBITDA represents Income from operations excluding depreciation and amortization, restructuring and restructuring-related expenses, gains and losses from sale of businesses, acquisition-related expenses and certain non-operational items, as well as foreign exchange/commodity timing differences in income from operations consisting of: (i) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, and (iii) unrealized foreign exchange movements on receivables/payables (and related assets/liabilities).

 

Operational revenues

 

Operational revenues are total revenues adjusted for foreign exchange/commodity timing differences in total revenues of: (i) unrealized gains and losses on derivatives, (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, and (iii) unrealized foreign exchange movements on receivables (and related assets).

 

Operational EBITDA margin

 

Operational EBITDA margin is Operational EBITDA as a percentage of Operational revenues.

 

1



 

 

Supplemental financial information

June 30, 2014

 

Reconciliation

 

 

 

Six months ended June 30, 2014

 

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

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Power
Products

 

Power
Systems

 

Corporate and
Other and
Intersegment
elimination

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

4,924

 

3,818

 

3,955

 

5,053

 

3,418

 

(1,507

)

19,661

 

Foreign exchange/commodity timing differences in total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on derivatives

 

(5

)

4

 

(5

)

(3

)

85

 

(1

)

75

 

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

 

(1

)

 

(2

)

 

 

 

(3

)

Unrealized foreign exchange movements on receivables (and related assets)

 

(4

)

(1

)

8

 

 

(14

)

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational revenues

 

4,914

 

3,821

 

3,956

 

5,050

 

3,489

 

(1,508

)

19,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

675

 

656

 

436

 

591

 

(192

)

(259

)

1,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

156

 

153

 

45

 

110

 

94

 

108

 

666

 

Restructuring and restructuring-related expenses

 

14

 

12

 

24

 

23

 

13

 

1

 

87

 

Gains and losses from sale of businesses, acquisition-related expenses and certain non-operational items

 

(1

)

(104

)

3

 

11

 

(8

)

(4

)

(103

)

Foreign exchange/commodity timing differences in income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

1

 

(3

)

6

 

16

 

68

 

1

 

89

 

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

 

(2

)

 

(1

)

2

 

(9

)

 

(10

)

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

 

(5

)

(4

)

(1

)

(6

)

(19

)

1

 

(34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

838

 

710

 

512

 

747

 

(53

)

(152

)

2,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

17.1

%

18.6

%

12.9

%

14.8

%

-1.5

%

 

13.2

%

 

2



 

 

Supplemental financial information

June 30, 2014

 

 

 

Six months ended June 30, 2013

 

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

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Power
Products

 

Power
Systems

 

Corporate and
Other and
Intersegment
elimination

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

4,689

 

3,706

 

4,108

 

5,270

 

4,013

 

(1,846

)

19,940

 

Foreign exchange/commodity timing differences in total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on derivatives

 

11

 

8

 

19

 

22

 

64

 

 

124

 

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

 

1

 

 

4

 

5

 

2

 

 

12

 

Unrealized foreign exchange movements on receivables (and related assets)

 

(7

)

(6

)

(5

)

(13

)

(22

)

(1

)

(54

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational revenues

 

4,694

 

3,708

 

4,126

 

5,284

 

4,057

 

(1,847

)

20,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

698

 

494

 

457

 

629

 

213

 

(251

)

2,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

130

 

161

 

42

 

110

 

90

 

106

 

639

 

Restructuring and restructuring-related expenses

 

4

 

6

 

12

 

27

 

5

 

 

54

 

Gains and losses from sale of businesses, acquisition-related expenses and certain non-operational items

 

7

 

5

 

1

 

 

1

 

18

 

32

 

Foreign exchange/commodity timing differences in income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

6

 

25

 

(1

)

18

 

33

 

(4

)

77

 

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

 

2

 

 

1

 

5

 

3

 

 

11

 

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

 

(3

)

(4

)

(1

)

(8

)

(17

)

(1

)

(34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

844

 

687

 

511

 

781

 

328

 

(132

)

3,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

18.0

%

18.5

%

12.4

%

14.8

%

8.1

%

 

15.1

%

 

3



 

 

Supplemental financial information

June 30, 2014

 

 

 

Three months ended June 30, 2014

 

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

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Power
Products

 

Power
Systems

 

Corporate and
Other and
Intersegment
elimination

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

2,543

 

1,936

 

2,012

 

2,662

 

1,810

 

(773

)

10,190

 

Foreign exchange/commodity timing differences in total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on derivatives

 

(4

)

3

 

2

 

4

 

50

 

 

55

 

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

 

(1

)

 

(2

)

1

 

10

 

 

8

 

Unrealized foreign exchange movements on receivables (and related assets)

 

1

 

(1

)

5

 

(4

)

(8

)

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational revenues

 

2,539

 

1,938

 

2,017

 

2,663

 

1,862

 

(773

)

10,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

349

 

400

 

217

 

319

 

(90

)

(143

)

1,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

79

 

76

 

22

 

55

 

47

 

54

 

333

 

Restructuring and restructuring-related expenses

 

13

 

4

 

4

 

15

 

5

 

(1

)

40

 

Gains and losses from sale of businesses, acquisition-related expenses and certain non-operational items

 

2

 

(108

)

2

 

6

 

(9

)

(7

)

(114

)

Foreign exchange/commodity timing differences in income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(4

)

5

 

 

30

 

3

 

34

 

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

 

(1

)

 

(1

)

4

 

5

 

 

7

 

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

 

1

 

(4

)

(1

)

(6

)

(12

)

1

 

(21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

443

 

364

 

248

 

393

 

(24

)

(93

)

1,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

17.4

%

18.8

%

12.3

%

14.8

%

-1.3

%

 

13.0

%

 

4



 

 

Supplemental financial information

June 30, 2014

 

 

 

Three months ended June 30, 2013

 

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

 

Discrete
Automation
and Motion

 

Low Voltage
Products

 

Process
Automation

 

Power
Products

 

Power
Systems

 

Corporate and
Other and
Intersegment
elimination

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

2,362

 

1,929

 

2,130

 

2,781

 

1,962

 

(939

)

10,225

 

Foreign exchange/commodity timing differences in total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on derivatives

 

7

 

 

15

 

7

 

78

 

 

107

 

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

 

1

 

 

4

 

4

 

 

 

9

 

Unrealized foreign exchange movements on receivables (and related assets)

 

(7

)

 

(6

)

(11

)

(15

)

(1

)

(40

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational revenues

 

2,363

 

1,929

 

2,143

 

2,781

 

2,025

 

(940

)

10,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

361

 

262

 

233

 

346

 

108

 

(122

)

1,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

66

 

82

 

22

 

52

 

45

 

51

 

318

 

Restructuring and restructuring-related expenses

 

3

 

2

 

9

 

20

 

 

1

 

35

 

Gains and losses from sale of businesses, acquisition-related expenses and certain non-operational items

 

5

 

3

 

1

 

 

1

 

18

 

28

 

Foreign exchange/commodity timing differences in income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(10

)

13

 

(14

)

(12

)

14

 

(3

)

(12

)

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

 

1

 

 

1

 

3

 

(2

)

 

3

 

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

 

2

 

5

 

 

 

(7

)

1

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

428

 

367

 

252

 

409

 

159

 

(54

)

1,561

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA margin (%)

 

18.1

%

19.0

%

11.8

%

14.7

%

7.9

%

 

15.2

%

 

5



 

 

Supplemental financial information

June 30, 2014

 

Operational EPS

 

Definition

 

Operational net income

 

Operational net income is calculated as Net income attributable to ABB adjusted for the net-of-tax impact of:

 

i)                 restructuring and restructuring-related expenses,

ii)              gains and losses from sale of businesses, acquisition-related expenses and certain non-operational items,

iii)           foreign exchange/commodity timing differences in income from operations consisting of: (a) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (b) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, and (c) unrealized foreign exchange movements on receivables/payables (and related assets/liabilities), and

iv)          amortization related to acquisitions.

 

Amortization related to acquisitions

 

Amortization expense on intangibles arising upon acquisitions.

 

Adjusted Group effective tax rate

 

The Adjusted Group effective tax rate is computed by dividing the provision for income taxes by income from continuing operations before taxes. The calculation excludes the amount of gains and losses on sale of businesses and the related provision for income taxes.

 

Operational EPS

 

Operational EPS is calculated as Operational net income divided by the weighted-average number of shares used in determining basic earnings per share.

 

Reconciliation

 

 

 

Six months ended

 

 

 

June 30, 2014

 

June 30, 2013

 

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

 

 

 

EPS(1)

 

 

 

EPS(1)

 

Net income (attributable to ABB)

 

1,180

 

0.51

 

1,427

 

0.62

 

Restructuring and restructuring-related expenses(2)

 

62

 

0.03

 

38

 

0.02

 

Gains and losses on sale of businesses, acquisition-related expenses and certain non-operational items(3)

 

(42

)

(0.02

)

23

 

0.01

 

FX/commodity timing differences in income from operations(2)

 

32

 

0.01

 

38

 

0.02

 

Amortization related to acquisitions(2)

 

140

 

0.06

 

132

 

0.06

 

Operational net income

 

1,372

 

0.60

 

1,658

 

0.72

 

 

 

 

Three months ended

 

 

 

June 30, 2014

 

June 30, 2013

 

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

 

 

 

EPS(1)

 

 

 

EPS(1)

 

Net income (attributable to ABB)

 

636

 

0.28

 

763

 

0.33

 

Restructuring and restructuring-related expenses(2)

 

28

 

0.01

 

25

 

0.01

 

Gains and losses on sale of businesses, acquisition-related expenses and certain non-operational items(3)

 

(50

)

(0.02

)

20

 

0.01

 

FX/commodity timing differences in income from operations(2)

 

14

 

0.01

 

(6

)

0.00

 

Amortization related to acquisitions(2)

 

68

 

0.03

 

66

 

0.03

 

Operational net income

 

696

 

0.30

 

868

 

0.38

 

 


(1) EPS amounts are computed separately, therefore the sum of the per share amounts shown may not equal to the total.

(2) Net of tax at the Adjusted Group effective tax rate.

(3) Net of tax at the Adjusted Group effective tax rate, except for gains and losses on sale of businesses which are net of the actual related provision for taxes

 

6



 

 

Supplemental financial information

June 30, 2014

 

Net debt

 

Definition

 

Net debt

 

Net debt is defined as Total debt less Cash and marketable securities.

 

Total debt

 

Total debt is the sum of Short-term debt and current maturities of long-term debt, and Long-term debt.

 

Cash and marketable securities

 

Cash and marketable securities is the sum of Cash and equivalents, and Marketable securities and short-term investments.

 

Reconciliation

 

($ in millions)

 

June 30, 2014

 

December 31, 2013

 

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

 

1,242

 

453

 

Long-term debt

 

7,585

 

7,570

 

Total debt

 

8,827

 

8,023

 

 

 

 

 

 

 

Cash and equivalents

 

4,949

 

6,021

 

Marketable securities and short-term investments

 

963

 

464

 

Cash and marketable securities

 

5,912

 

6,485

 

 

 

 

 

 

 

Net debt

 

2,915

 

1,538

 

 

7



 

 

Supplemental financial information

June 30, 2014

 

Net debt to EBITDA

 

Definition

 

Net debt to EBITDA is calculated as Net debt divided by Income from operations adjusted to exclude depreciation and amortization for the trailing twelve months.

 

Reconciliation

 

($ in millions, unless otherwise indicated)

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Net debt (as defined above)

 

2,915

 

1,538

 

 

 

 

 

 

 

EBITDA

 

 

 

 

 

Income from operations for the three months ended:

 

 

 

 

 

June 30, 2014

 

1,052

 

 

March 31, 2014

 

855

 

 

December 31, 2013

 

823

 

823

 

September 30, 2013

 

1,324

 

1,324

 

June 30, 2013

 

 

1,188

 

March 31, 2013

 

 

1,052

 

Depreciation and amortization for the three months ended:

 

 

 

 

 

June 30, 2014

 

333

 

 

March 31, 2014

 

333

 

 

December 31, 2013

 

352

 

352

 

September 30, 2013

 

327

 

327

 

June 30, 2013

 

 

318

 

March 31, 2013

 

 

321

 

Total EBITDA for the trailing twelve months

 

5,399

 

5,705

 

 

 

 

 

 

 

Net debt to EBITDA (ratio)

 

0.5

 

0.3

 

 

8



 

 

Supplemental financial information

June 30, 2014

 

Net working capital as a percentage of revenues

 

Definition

 

Net working capital

 

Net working capital is the sum of (i) receivables, net, (ii) inventories, net, and (iii) prepaid expenses; less (iv) accounts payable, trade, (v) billings in excess of sales, (vi) advances from customers, and (vii) other current liabilities (excluding primarily: (a) income taxes payable, (b) current derivative liabilities, and (c) pension and other employee benefits); and including the amounts related to these accounts which have been presented as either assets or liabilities held for sale.

 

Adjusted revenues for the trailing twelve months

 

Adjusted revenues for the trailing twelve months includes total revenues recorded by ABB in the twelve months preceding the relevant balance sheet date adjusted to eliminate revenues of divested businesses and the estimated impact of annualizing revenues of certain acquisitions which were completed in the same trailing twelve-month period.

 

Net working capital as a percentage of revenues

 

Net working capital as a percentage of revenues is calculated as Net working capital divided by Adjusted revenues for the trailing twelve months.

 

Reconciliation

 

 

 

June 30,

 

($ in millions, unless otherwise indicated)

 

2014

 

2013

 

Net working capital:

 

 

 

 

 

Receivables, net

 

12,106

 

12,268

 

Inventories, net

 

6,210

 

6,347

 

Prepaid expenses

 

306

 

333

 

Accounts payable, trade

 

(4,950

)

(4,829

)

Billings in excess of sales

 

(1,499

)

(1,807

)

Advances from customers

 

(1,705

)

(1,926

)

Other current liabilities(1)

 

(3,381

)

(3,267

)

Net working capital in assets and liabilities held for sale

 

27

 

 

Net working capital

 

7,114

 

7,119

 

 

 

 

 

 

 

Total revenues for the three months ended:

 

 

 

 

 

June 30, 2014 / 2013

 

10,190

 

10,225

 

March 31, 2014 / 2013

 

9,471

 

9,715

 

December 31, 2013 / 2012

 

11,373

 

11,021

 

September 30, 2013 / 2012

 

10,535

 

9,745

 

Adjustment to annualize/eliminate revenues of certain acquisitions/divestments

 

(212

)

 

Adjusted revenues for the trailing twelve months

 

41,357

 

40,706

 

 

 

 

 

 

 

Net working capital as a percentage of revenues

 

17

%

17

%

 


(1) Amounts exclude $724 million and $776 million at June 30, 2014 and 2013, respectively, related primarily to (a) income taxes payable, (b) current derivative liabilities, and (c) pension and other employee benefits.

 

9



 

 

Supplemental financial information

June 30, 2014

 

Finance net

 

Definition

 

Finance net is calculated as Interest and dividend income less Interest and other finance expense.

 

Reconciliation

 

 

 

Six months ended June 30,

 

($ in millions)

 

2014

 

2013

 

Interest and dividend income

 

38

 

35

 

Interest and other finance expense

 

(172

)

(177

)

Finance net

 

(134

)

(142

)

 

 

 

Three months ended June 30,

 

($ in millions)

 

2014

 

2013

 

Interest and dividend income

 

21

 

17

 

Interest and other finance expense

 

(88

)

(80

)

Finance net

 

(67

)

(63

)

 

Book-to-bill ratio

 

Definition

 

Book-to-bill ratio is calculated as Orders received divided by Total revenues.

 

Reconciliation

 

 

 

Six months ended June 30,

 

($ in millions, unless otherwise indicated)

 

2014

 

2013

 

Orders received

 

20,925

 

19,804

 

Total revenues

 

19,661

 

19,940

 

 

 

 

 

 

 

Book-to-bill ratio

 

1.06

 

0.99

 

 

 

 

Three months ended June 30,

 

($ in millions, unless otherwise indicated)

 

2014

 

2013

 

Orders received

 

10,567

 

9,312

 

Total revenues

 

10,190

 

10,225

 

 

 

 

 

 

 

Book-to-bill ratio

 

1.04

 

0.91

 

 

10



 

ABB Ltd Interim Consolidated Income Statements (unaudited)

 

 

 

Six months ended

 

Three months ended

 

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

 

Jun. 30, 2014

 

Jun. 30, 2013

 

Jun. 30, 2014

 

Jun. 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Sales of products

 

16,479

 

16,785

 

8,542

 

8,594

 

Sales of services

 

3,182

 

3,155

 

1,648

 

1,631

 

Total revenues

 

19,661

 

19,940

 

10,190

 

10,225

 

Cost of products

 

(12,059

)

(12,072

)

(6,265

)

(6,162

)

Cost of services

 

(1,990

)

(1,992

)

(1,040

)

(1,038

)

Total cost of sales

 

(14,049

)

(14,064

)

(7,305

)

(7,200

)

Gross profit

 

5,612

 

5,876

 

2,885

 

3,025

 

Selling, general and administrative expenses

 

(3,082

)

(2,948

)

(1,575

)

(1,499

)

Non-order related research and development expenses

 

(755

)

(704

)

(390

)

(343

)

Other income (expense), net

 

132

 

16

 

132

 

5

 

Income from operations

 

1,907

 

2,240

 

1,052

 

1,188

 

Interest and dividend income

 

38

 

35

 

21

 

17

 

Interest and other finance expense

 

(172

)

(177

)

(88

)

(80

)

Income from continuing operations before taxes

 

1,773

 

2,098

 

985

 

1,125

 

Provision for taxes

 

(541

)

(608

)

(316

)

(331

)

Income from continuing operations, net of tax

 

1,232

 

1,490

 

669

 

794

 

Loss from discontinued operations, net of tax

 

(2

)

(12

)

(1

)

(8

)

Net income

 

1,230

 

1,478

 

668

 

786

 

Net income attributable to noncontrolling interests

 

(50

)

(51

)

(32

)

(23

)

Net income attributable to ABB

 

1,180

 

1,427

 

636

 

763

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

1,182

 

1,439

 

637

 

771

 

Net income

 

1,180

 

1,427

 

636

 

763

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

0.51

 

0.63

 

0.28

 

0.34

 

Net income

 

0.51

 

0.62

 

0.28

 

0.33

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

0.51

 

0.62

 

0.28

 

0.33

 

Net income

 

0.51

 

0.62

 

0.28

 

0.33

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders

 

2,298

 

2,296

 

2,295

 

2,297

 

Diluted earnings per share attributable to ABB shareholders

 

2,306

 

2,303

 

2,302

 

2,304

 

 

See Notes to the Interim Consolidated Financial Information

 

11



 

ABB Ltd Interim Condensed Consolidated Statements of Comprehensive Income (unaudited)

 

 

 

Six months ended

 

Three months ended

 

($ in millions) 

 

Jun. 30, 2014

 

Jun. 30, 2013

 

Jun. 30, 2014

 

Jun. 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income, net of tax

 

1,146

 

1,061

 

657

 

752

 

Total comprehensive income attributable to noncontrolling interests, net of tax

 

(46

)

(44

)

(31

)

(18

)

Total comprehensive income attributable to ABB shareholders, net of tax

 

1,100

 

1,017

 

626

 

734

 

 

See Notes to the Interim Consolidated Financial Information

 

12



 

ABB Ltd Interim Consolidated Balance Sheets (unaudited)

 

($ in millions, except share data)

 

Jun. 30, 2014

 

Dec. 31, 2013

 

 

 

 

 

 

 

Cash and equivalents

 

4,949

 

6,021

 

Marketable securities and short-term investments

 

963

 

464

 

Receivables, net

 

12,106

 

12,146

 

Inventories, net

 

6,210

 

6,004

 

Prepaid expenses

 

306

 

252

 

Deferred taxes

 

928

 

832

 

Assets held for sale

 

400

 

 

Other current assets

 

522

 

706

 

Total current assets

 

26,384

 

26,425

 

 

 

 

 

 

 

Property, plant and equipment, net

 

5,984

 

6,254

 

Goodwill

 

10,367

 

10,670

 

Other intangible assets, net

 

2,995

 

3,297

 

Prepaid pension and other employee benefits

 

102

 

93

 

Investments in equity-accounted companies

 

167

 

197

 

Deferred taxes

 

421

 

370

 

Other non-current assets

 

655

 

758

 

Total assets

 

47,075

 

48,064

 

 

 

 

 

 

 

Accounts payable, trade

 

4,950

 

5,112

 

Billings in excess of sales

 

1,499

 

1,714

 

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

 

1,242

 

453

 

Advances from customers

 

1,705

 

1,726

 

Deferred taxes

 

301

 

259

 

Provisions for warranties

 

1,256

 

1,362

 

Other provisions

 

1,719

 

1,807

 

Liabilities held for sale

 

109

 

 

Other current liabilities

 

4,105

 

4,242

 

Total current liabilities

 

16,886

 

16,675

 

 

 

 

 

 

 

Long-term debt

 

7,585

 

7,570

 

Pension and other employee benefits

 

1,539

 

1,639

 

Deferred taxes

 

1,260

 

1,265

 

Other non-current liabilities

 

1,638

 

1,707

 

Total liabilities

 

28,908

 

28,856

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital (2,314,743,264 issued shares at June 30, 2014, and December 31, 2013)

 

1,777

 

1,750

 

Retained earnings

 

18,525

 

19,186

 

Accumulated other comprehensive loss

 

(2,092

)

(2,012

)

Treasury stock, at cost (23,825,785 and 14,093,960 shares at June 30, 2014, and December 31, 2013, respectively)

 

(488

)

(246

)

Total ABB stockholders’ equity

 

17,722

 

18,678

 

Noncontrolling interests

 

445

 

530

 

Total stockholders’ equity

 

18,167

 

19,208

 

Total liabilities and stockholders’ equity

 

47,075

 

48,064

 

 

See Notes to the Interim Consolidated Financial Information

 

13



 

ABB Ltd Interim Consolidated Statements of Cash Flows (unaudited)

 

 

 

Six months ended

 

Three months ended

 

($ in millions)

 

Jun. 30, 2014

 

Jun. 30, 2013

 

Jun. 30, 2014

 

Jun. 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

1,230

 

1,478

 

668

 

786

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

666

 

639

 

333

 

318

 

Pension and other employee benefits

 

(22

)

(22

)

6

 

(11

)

Deferred taxes

 

(16

)

(47

)

(3

)

(51

)

Net gain from sale of property, plant and equipment

 

(14

)

(15

)

(6

)

(6

)

Net gain from sale of businesses

 

(130

)

 

(130

)

 

Other

 

42

 

14

 

27

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

(205

)

(963

)

(99

)

(459

)

Inventories, net

 

(361

)

(352

)

(138

)

(104

)

Trade payables

 

49

 

(50

)

250

 

147

 

Accrued liabilities

 

(148

)

(157

)

69

 

35

 

Billings in excess of sales

 

(191

)

(33

)

(33

)

38

 

Provisions, net

 

(197

)

(40

)

(98

)

(12

)

Advances from customers

 

(16

)

49

 

(75

)

(26

)

Income taxes payable and receivable

 

32

 

(31

)

(16

)

36

 

Other assets and liabilities, net

 

124

 

(150

)

133

 

(148

)

Net cash provided by operating activities

 

843

 

320

 

888

 

543

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Purchases of marketable securities (available-for-sale)

 

(427

)

(383

)

(343

)

(210

)

Purchases of short-term investments

 

(443

)

(6

)

(5

)

(1

)

Purchases of property, plant and equipment and intangible assets

 

(420

)

(452

)

(217

)

(236

)

Acquisition of businesses (net of cash acquired) and increases in cost and equity-accounted companies

 

(17

)

(25

)

(14

)

1

 

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

 

25

 

1,342

 

11

 

1,226

 

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

 

136

 

53

 

68

 

53

 

Proceeds from short-term investments

 

188

 

40

 

165

 

8

 

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

 

403

 

1

 

401

 

 

Other investing activities

 

74

 

30

 

2

 

(15

)

Net cash provided by (used in) investing activities

 

(481

)

600

 

68

 

826

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

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

 

738

 

(403

)

(250

)

104

 

Increase in debt

 

35

 

352

 

32

 

137

 

Repayment of debt

 

(19

)

(1,742

)

(6

)

(1,219

)

Delivery of shares

 

26

 

2

 

25

 

1

 

Purchases of treasury stock

 

(282

)

 

(282

)

 

Dividends paid

 

(1,841

)

(1,667

)

(1,841

)

(1,667

)

Dividends paid to noncontrolling shareholders

 

(93

)

(96

)

(86

)

(81

)

Other financing activities

 

(20

)

(43

)

(29

)

(39

)

Net cash used in financing activities

 

(1,456

)

(3,597

)

(2,437

)

(2,764

)

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

22

 

(50

)

28

 

88

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and equivalents - continuing operations

 

(1,072

)

(2,727

)

(1,453

)

(1,307

)

 

 

 

 

 

 

 

 

 

 

Cash and equivalents, beginning of period

 

6,021

 

6,875

 

6,402

 

5,455

 

Cash and equivalents, end of period

 

4,949

 

4,148

 

4,949

 

4,148

 

 

 

 

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

150

 

163

 

83

 

135

 

Taxes paid

 

523

 

641

 

325

 

310

 

 

See Notes to the Interim Consolidated Financial Information

 

14



 

ABB Ltd Interim Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

($ in millions)

 

Capital
stock and
additional
paid-in
capital

 

Retained
earnings

 

Foreign
currency
translation
adjustments

 

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

 

Pension
and other
postretirement
plan
adjustments

 

Unrealized
gains (losses)
of cash
flow hedge
derivatives

 

Total
accumulated
other
comprehensive
loss

 

Treasury
stock

 

Total ABB
stockholders’
equity

 

Noncontrolling
interests

 

Total
stockholders’
equity

 

Balance at January 1, 2013

 

1,691

 

18,066

 

(580

)

24

 

(2,004

)

37

 

(2,523

)

(328

)

16,906

 

540

 

17,446

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

1,427

 

 

 

 

 

 

 

 

 

 

 

 

 

1,427

 

51

 

1,478

 

Foreign currency translation adjustments (net of tax of $2)

 

 

 

 

 

(482

)

 

 

 

 

 

 

(482

)

 

 

(482

)

(8

)

(490

)

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

 

 

 

 

 

 

 

(11

)

 

 

 

 

(11

)

 

 

(11

)

 

 

(11

)

Unrecognized income related to pensions and other postretirement plans (net of tax of $31)

 

 

 

 

 

 

 

 

 

102

 

 

 

102

 

 

 

102

 

1

 

103

 

Change in derivatives qualifying as cash flow hedges (net of tax of $(6) )

 

 

 

 

 

 

 

 

 

 

 

(19

)

(19

)

 

 

(19

)

 

 

(19

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,017

 

44

 

1,061

 

Changes in noncontrolling interests

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9

)

8

 

(1

)

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(133

)

(133

)

Dividends paid

 

 

 

(1,667

)

 

 

 

 

 

 

 

 

 

 

 

 

(1,667

)

 

 

(1,667

)

Share-based payment arrangements

 

32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32

 

 

 

32

 

Delivery of shares

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

 

11

 

2

 

 

 

2

 

Call options

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

13

 

Other

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

Balance at June 30, 2013

 

1,717

 

17,826

 

(1,062

)

13

 

(1,902

)

18

 

(2,933

)

(317

)

16,293

 

459

 

16,752

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

($ in millions)

 

Capital
stock and
additional
paid-in
capital

 

Retained
earnings

 

Foreign
currency
translation
adjustments

 

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

 

Pension
and other
postretirement
plan
adjustments

 

Unrealized
gains (losses)
of cash
flow hedge
derivatives

 

Total
accumulated
other
comprehensive
loss

 

Treasury
stock

 

Total ABB
stockholders’
equity

 

Noncontrolling
interests

 

Total
stockholders’
equity

 

Balance at January 1, 2014

 

1,750

 

19,186

 

(431

)

7

 

(1,610

)

22

 

(2,012

)

(246

)

18,678

 

530

 

19,208

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

1,180

 

 

 

 

 

 

 

 

 

 

 

 

 

1,180

 

50

 

1,230

 

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

 

 

 

 

 

(88

)

 

 

 

 

 

 

(88

)

 

 

(88

)

(4

)

(92

)

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

 

 

 

 

 

 

 

3

 

 

 

 

 

3

 

 

 

3

 

 

 

3

 

Unrecognized income related to pensions and other postretirement plans (net of tax of $19)

 

 

 

 

 

 

 

 

 

33

 

 

 

33

 

 

 

33

 

 

 

33

 

Change in derivatives qualifying as cash flow hedges (net of tax of ($5))

 

 

 

 

 

 

 

 

 

 

 

(28

)

(28

)

 

 

(28

)

 

 

(28

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,100

 

46

 

1,146

 

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(131

)

(131

)

Dividends paid

 

 

 

(1,841

)

 

 

 

 

 

 

 

 

 

 

 

 

(1,841

)

 

 

(1,841

)

Share-based payment arrangements

 

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39

 

 

 

39

 

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(282

)

(282

)

 

 

(282

)

Delivery of shares

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

40

 

26

 

 

 

26

 

Other

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Balance at June 30, 2014

 

1,777

 

18,525

 

(519

)

10

 

(1,577

)

(6

)

(2,092

)

(488

)

17,722

 

445

 

18,167

 

 

See Notes to the Interim Consolidated Financial Information

 

15



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 1. The Company and basis of presentation

 

ABB Ltd and its subsidiaries (collectively, the Company) together form a leading global company in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. The Company works with customers to engineer and install networks, facilities and plants with particular emphasis on enhancing efficiency, reliability and productivity for customers who generate, convert, transmit, distribute and consume energy.

 

The Company’s Interim Consolidated Financial Information is prepared in accordance with United States of America generally accepted accounting principles (U.S. GAAP) for interim financial reporting. As such, the Interim Consolidated Financial Information does not include all the information and notes required under U.S. GAAP for annual consolidated financial statements. Therefore, such financial information should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2013.

 

The preparation of financial information in conformity with U.S. GAAP requires management to make assumptions and estimates that directly affect the amounts reported in the Interim Consolidated Financial Information. The most significant, difficult and subjective of such accounting assumptions and estimates include:

 

·                  assumptions and projections, principally related to future material, labor and project-related overhead costs, used in determining the percentage-of-completion on projects,

 

·                  estimates of loss contingencies associated with litigation or threatened litigation and other claims and inquiries, environmental damages, product warranties, regulatory and other proceedings,

 

·                  assumptions used in the calculation of pension and postretirement benefits and the fair value of pension plan assets,

 

·                  recognition and measurement of current and deferred income tax assets and liabilities (including the measurement of uncertain tax positions),

 

·                  growth rates, discount rates and other assumptions used in testing goodwill for impairment,

 

·                  assumptions used in determining inventory obsolescence and net realizable value,

 

·                  estimates and assumptions used in determining the fair values of assets and liabilities assumed in business combinations,

 

·                  growth rates, discount rates and other assumptions used to determine impairment of long-lived assets, and

 

·                  assessment of the allowance for doubtful accounts.

 

The actual results and outcomes may differ from the Company’s estimates and assumptions.

 

A portion of the Company’s activities (primarily long-term construction activities) has an operating cycle that exceeds one year. For classification of current assets and liabilities related to such activities, the Company elected to use the duration of the individual contracts as its operating cycle. Accordingly, there are accounts receivable, inventories and provisions related to these contracts which will not be realized within one year that have been classified as current.

 

In the opinion of management, the unaudited Interim Consolidated Financial Information contains all necessary adjustments to present fairly the financial position, results of operations and cash flows for the reported interim periods. Management considers all such adjustments to be of a normal recurring nature.

 

The Interim Consolidated Financial Information is presented in United States dollars ($) unless otherwise stated.

 

16



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 2. Recent accounting pronouncements

 

Applicable in current period

 

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

 

As of January 2014, the Company adopted an accounting standard update regarding the release of cumulative translation adjustments of a parent when it ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity (for the Company, a foreign entity is an entity having a functional currency other than U.S. dollars). Under the update, the Company is required to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when a parent no longer has control as a result of selling a part or all of its investment in the foreign entity or otherwise no longer holds a controlling financial interest in a subsidiary or group of assets within the foreign entity. For foreign equity-accounted companies, a pro rata portion of the cumulative translation adjustment is required to be recognized in net income upon a partial sale of the equity-accounted company. This update did not have a material impact on the consolidated financial statements.

 

Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists

 

As of January 2014, the Company adopted an accounting standard update regarding the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under the update, the Company is required to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain defined circumstances. This update did not have a material impact on the consolidated financial statements.

 

Reporting discontinued operations and disclosures of disposals of components of an entity

 

In April 2014, an accounting standard update was issued which changes the criteria for reporting discontinued operations and modifies the related disclosure requirements. Under the update, the Company would report a disposal, or planned disposal, of a component or group of components, as a discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. A strategic shift could include a disposal of a major geographical area, a major line of business, a major equity-method investment, or other major parts of the Company. A component may be a reportable segment or an operating segment, a reporting unit, a subsidiary, or an asset group. In addition to expanding the existing disclosures for discontinued operations, the update requires new disclosures relating to (i) individually significant disposals that do not qualify for discontinued operations presentation, (ii) continuing involvement with a discontinued operation following the date of disposal and (iii) retained equity-method investments in a discontinued operation. The Company has elected to early adopt this update in the first quarter of 2014 and this update did not have a material impact on the consolidated financial statements.

 

Revenue from contracts with customers

 

In May 2014, an accounting standard update was issued to clarify the principles for recognizing revenues from contracts with customers. The update, which supersedes the majority of existing guidance, provides a single comprehensive model for recognizing revenues on the transfer of promised goods or services to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Under the standard it is possible that more judgments and estimates would be required than under existing standards, including identifying the separate performance obligations in a contract, estimating any variable consideration elements, and allocating the transaction price to each separate performance obligation. The update also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

 

The update is effective for the Company for annual and interim periods beginning January 1, 2017, and is applicable either (i) retrospectively to each prior reporting period presented, with the option to elect certain defined practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the update recognized at the date of adoption in retained earnings (with additional disclosure as to the

 

17



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

impact on individual financial statement lines affected). The Company is currently evaluating the impact of this update on the consolidated financial statements.

 

Note 3. Business divestments

 

For both the six and three months ended June 30, 2014, the Company recorded net gains of $130 million in “Other income (expense), net” and tax expense of $69 million in “Provision for taxes”, relating to the divestment of consolidated businesses. There were no significant amounts recognized in the six and three months ended June 30, 2013.

 

Note 4. Cash and equivalents, marketable securities and short-term investments

 

Current assets

 

Cash and equivalents, marketable securities and short-term investments consisted of the following:

 

 

 

June 30, 2014

 

($ in millions)

 

Cost basis

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Fair value

 

Cash and
equivalents

 

Marketable
securities
and
short-term
investments

 

Cash

 

2,282

 

 

 

 

 

2,282

 

2,282

 

 

 

Time deposits

 

2,560

 

 

 

 

 

2,560

 

2,558

 

2

 

Other short-term investments

 

282

 

 

 

 

 

282

 

 

 

282

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

— U.S. government obligations

 

102

 

2

 

(1

)

103

 

 

103

 

— Other government obligations

 

3

 

 

 

3

 

 

3

 

— Corporate

 

515

 

4

 

(2

)

517

 

109

 

408

 

Equity securities available-for-sale

 

155

 

10

 

 

165

 

 

165

 

Total

 

5,899

 

16

 

(3

)

5,912

 

4,949

 

963

 

 

 

 

December 31, 2013

 

($ in millions)

 

Cost basis

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Fair value

 

Cash and
equivalents

 

Marketable
securities
and
short-term
investments

 

Cash

 

2,414

 

 

 

 

 

2,414

 

2,414

 

 

 

Time deposits

 

3,556

 

 

 

 

 

3,556

 

3,538

 

18

 

Other short-term investments

 

9

 

 

 

 

 

9

 

 

 

9

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

— U.S. government obligations

 

103

 

2

 

(1

)

104

 

 

104

 

— European government obligations

 

24

 

1

 

 

25

 

 

25

 

— Other government obligations

 

3

 

 

 

3

 

 

3

 

— Corporate

 

212

 

4

 

(1

)

215

 

69

 

146

 

Equity securities available-for-sale

 

154

 

9

 

(4

)

159

 

 

159

 

Total

 

6,475

 

16

 

(6

)

6,485

 

6,021

 

464

 

 

18



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Included in Other short-term investments at June 30, 2014, are receivables of $273 million representing reverse repurchase agreements. These collateralized lendings, made to a financial institution, have maturity dates of less than one year.

 

Non-current assets

 

Included in “Other non-current assets” are certain held-to-maturity marketable securities. At June 30, 2014, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $92 million, $19 million and $111 million, respectively. At December 31, 2013, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $104 million, $17 million and $121 million, respectively. These securities are pledged as security for certain outstanding deposit liabilities and the funds received at the respective maturity dates of the securities will only be available to the Company for repayment of these obligations.

 

Note 5. Derivative financial instruments

 

The Company is exposed to certain currency, commodity, interest rate and equity risks arising from its global operating, financing and investing activities. The Company uses derivative instruments to reduce and manage the economic impact of these exposures.

 

Currency risk

 

Due to the global nature of the Company’s operations, many of its subsidiaries are exposed to currency risk in their operating activities from entering into transactions in currencies other than their functional currency. To manage such currency risks, the Company’s policies require the subsidiaries to hedge their foreign currency exposures from binding sales and purchase contracts denominated in foreign currencies. For forecasted foreign currency denominated sales of standard products and the related foreign currency denominated purchases, the Company’s policy is to hedge up to a maximum of 100 percent of the forecasted foreign currency denominated exposures, depending on the length of the forecasted exposures. Forecasted exposures greater than 12 months are generally not hedged. Forward foreign exchange contracts are the main instrument used to protect the Company against the volatility of future cash flows (caused by changes in exchange rates) of contracted and forecasted sales and purchases denominated in foreign currencies. In addition, within its treasury operations, the Company primarily uses foreign exchange swaps and forward foreign exchange contracts to manage the currency and timing mismatches arising in its liquidity management activities.

 

Commodity risk

 

Various commodity products are used in the Company’s manufacturing activities. Consequently it is exposed to volatility in future cash flows arising from changes in commodity prices. To manage the price risk of commodities other than electricity, the Company’s policies require that the subsidiaries hedge the commodity price risk exposures from binding contracts, as well as at least 50 percent (up to a maximum of 100 percent) of the forecasted commodity exposure over the next 12 months or longer (up to a maximum of 18 months). Primarily swap contracts are used to manage the associated price risks of commodities. As of 2014, the Company no longer enters into electricity futures contracts to manage the price risk on its forecasted electricity needs in certain locations.

 

Interest rate risk

 

The Company has issued bonds at fixed rates. Interest rate swaps are used to manage the interest rate risk associated with certain debt and generally such swaps are designated as fair value hedges. In addition, from time to time, the Company uses instruments such as interest rate swaps, interest rate futures, bond futures or forward rate agreements to manage interest rate risk arising from the Company’s balance sheet structure but does not designate such instruments as hedges.

 

Equity risk

 

The Company is exposed to fluctuations in the fair value of its warrant appreciation rights (WARs) issued under its management incentive plan. A WAR gives its holder the right to receive cash equal to the market price of an equivalent listed warrant on the date of exercise. To eliminate such risk, the Company has purchased cash-settled call options which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs.

 

19



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Volume of derivative activity

 

In general, while the Company’s primary objective in its use of derivatives is to minimize exposures arising from its business, certain derivatives are designated and qualify for hedge accounting treatment while others either are not designated or do not qualify for hedge accounting.

 

Foreign exchange and interest rate derivatives:

 

The gross notional amounts of outstanding foreign exchange and interest rate derivatives (whether designated as hedges or not) were as follows:

 

Type of derivative

 

Total notional amounts

 

($ in millions)

 

June 30, 2014

 

December 31, 2013

 

June 30, 2013

 

Foreign exchange contracts

 

20,613

 

19,351

 

18,814

 

Embedded foreign exchange derivatives

 

2,887

 

3,049

 

3,414

 

Interest rate contracts

 

3,540

 

4,693

 

1,289

 

 

Derivative commodity contracts:

 

The following table shows the notional amounts of outstanding commodity derivatives (whether designated as hedges or not), on a net basis, to reflect the Company’s requirements in the various commodities:

 

 

 

 

 

Total notional amounts

 

Type of derivative

 

Unit

 

June 30, 2014

 

December 31, 2013

 

June 30, 2013

 

Copper swaps

 

metric tonnes

 

42,080

 

42,866

 

46,222

 

Aluminum swaps

 

metric tonnes

 

3,646

 

3,525

 

5,886

 

Nickel swaps

 

metric tonnes

 

6

 

18

 

12

 

Lead swaps

 

metric tonnes

 

4,725

 

7,100

 

9,900

 

Zinc swaps

 

metric tonnes

 

150

 

300

 

325

 

Silver swaps

 

ounces

 

1,958,563

 

1,936,581

 

2,037,511

 

Electricity futures

 

megawatt hours

 

 

279,995

 

380,898

 

Crude oil swaps

 

barrels

 

113,000

 

113,000

 

119,450

 

 

Equity derivatives:

 

At June 30, 2014, December 31, 2013, and June 30, 2013, the Company held 54 million, 67 million and 75 million cash-settled call options indexed to ABB Ltd shares (conversion ratio 5:1) with a total fair value of $29 million, $56 million and $42 million, respectively.

 

Cash flow hedges

 

As noted above, the Company mainly uses forward foreign exchange contracts to manage the foreign exchange risk of its operations, commodity swaps to manage its commodity risks and cash-settled call options to hedge its WAR liabilities. Where such instruments are designated and qualify as cash flow hedges, the effective portion of the changes in their fair value is recorded in “Accumulated other comprehensive loss” and subsequently reclassified into earnings in the same line item and in the same period as the underlying hedged transaction affects earnings. Any ineffectiveness in the hedge relationship, or hedge component excluded from the assessment of effectiveness, is recognized in earnings during the current period.

 

At June 30, 2014, and December 31, 2013, “Accumulated other comprehensive loss” included net unrealized losses of $6 million, net of tax, and net unrealized gains of $22 million, net of tax, respectively, on derivatives designated as cash flow hedges. Of the amount at June 30, 2014, net gains of $4 million are expected to be reclassified to earnings in the following 12 months. At June 30, 2014, the longest maturity of a derivative classified as a cash flow hedge was 63 months.

 

The amount of gains or losses, net of tax, reclassified into earnings due to the discontinuance of cash flow hedge accounting and the amount of ineffectiveness in cash flow hedge relationships directly recognized in earnings were not significant in the six and three months ended June 30, 2014 and 2013.

 

20



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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

 

Six months ended June 30, 2014

 

Type of derivative
designated as
a cash flow hedge

 

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

 

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

 

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

 

 

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

(18

)

Total revenues

 

 

Total revenues

 

 

 

 

 

 

Total cost of sales

 

5

 

Total cost of sales

 

 

Commodity contracts

 

(2

)

Total cost of sales

 

(2

)

Total cost of sales

 

 

Cash-settled call options

 

(18

)

SG&A expenses(1)

 

(8

)

SG&A expenses(1)

 

 

Total

 

(38

)

 

 

(5

)

 

 

 

 

Six months ended June 30, 2013

 

Type of derivative
designated as
a cash flow hedge

 

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

 

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

 

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

 

 

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

 

Total revenues

 

24

 

Total revenues

 

 

 

 

 

 

Total cost of sales

 

(6

)

Total cost of sales

 

 

Commodity contracts

 

(13

)

Total cost of sales

 

(1

)

Total cost of sales

 

 

Cash-settled call options

 

7

 

SG&A expenses(1)

 

2

 

SG&A expenses(1)

 

 

Total

 

(6

)

 

 

19

 

 

 

 

 

Three months ended June 30, 2014

 

Type of derivative
designated as
a cash flow hedge

 

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

 

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

 

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

 

 

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

(12

)

Total revenues

 

(1

)

Total revenues

 

 

 

 

 

 

Total cost of sales

 

2

 

Total cost of sales

 

 

Commodity contracts

 

2

 

Total cost of sales

 

(1

)

Total cost of sales

 

 

Cash-settled call options

 

(14

)

SG&A expenses(1)

 

(7

)

SG&A expenses(1)

 

 

Total

 

(24

)

 

 

(7

)

 

 

 

 

Three months ended June 30, 2013

 

Type of derivative
designated as
a cash flow hedge

 

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

 

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

 

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

 

 

 

($ in millions)

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Foreign exchange contracts

 

(17

)

Total revenues

 

13

 

Total revenues

 

 

 

 

 

 

Total cost of sales

 

(2

)

Total cost of sales

 

 

Commodity contracts

 

(11

)

Total cost of sales

 

(2

)

Total cost of sales

 

 

Cash-settled call options

 

 

SG&A expenses(1)

 

 

SG&A expenses(1)

 

 

Total

 

(28

)

 

 

9

 

 

 

 

 


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

 

Net derivative losses of $5 million and net derivative gains of $16 million, both net of tax, were reclassified from “Accumulated other comprehensive loss” to earnings during the six months ended June 30, 2014 and 2013, respectively. During the three months ended June 30, 2014 and 2013, net derivative losses of $6 million and net derivative gains of $7 million, both net of tax, were reclassified from “Accumulated other comprehensive loss” to earnings respectively.

 

21



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Fair value hedges

 

To reduce its interest rate exposure arising primarily from its debt issuance activities, the Company uses interest rate swaps. Where such instruments are designated as fair value hedges, the changes in the fair value of these instruments, as well as the changes in fair value of the risk component of the underlying debt being hedged, are recorded as offsetting gains and losses in “Interest and other finance expense”. Hedge ineffectiveness of instruments designated as fair value hedges for the six and three months ended June 30, 2014 and 2013, was not significant.

 

The effect of derivative instruments, designated and qualifying as fair value hedges, on the Consolidated Income Statements was as follows:

 

Six months ended June 30, 2014

 

Type of derivative
designated as a
fair value hedge

 

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

 

Gains (losses) recognized in
income on hedged item

 

 

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

53

 

Interest and other finance expense

 

(52

)

 

Six months ended June 30, 2013

 

Type of derivative
designated as a
fair value hedge

 

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

 

Gains (losses) recognized in
income on hedged item

 

 

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

(40

)

Interest and other finance expense

 

40

 

 

Three months ended June 30, 2014

 

Type of derivative
designated as a
fair value hedge

 

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

 

Gains (losses) recognized in
income on hedged item

 

 

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

31

 

Interest and other finance expense

 

(30

)

 

Three months ended June 30, 2013

 

Type of derivative
designated as a
fair value hedge

 

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

 

Gains (losses) recognized in
income on hedged item

 

 

 

Location

 

($ in millions)

 

Location

 

($ in millions)

 

Interest rate contracts

 

Interest and other finance expense

 

(22

)

Interest and other finance expense

 

23

 

 

Derivatives not designated in hedge relationships

 

Derivative instruments that are not designated as hedges or do not qualify as either cash flow or fair value hedges are economic hedges used for risk management purposes. Gains and losses from changes in the fair values of such derivatives are recognized in the same line in the income statement as the economically hedged transaction.

 

Furthermore, under certain circumstances, the Company is required to split and account separately for foreign currency derivatives that are embedded within certain binding sales or purchase contracts denominated in a currency other than the functional currency of the subsidiary and the counterparty.

 

22



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The gains (losses) recognized in the Consolidated Income Statements on derivatives not designated in hedging relationships were as follows:

 

($ in millions)

 

Gains (losses) recognized in income

 

Type of derivative

 

 

 

Six months ended
June 30,

 

Three months
ended June 30,

 

not designated as a hedge

 

Location

 

2014

 

2013

 

2014

 

2013

 

Foreign exchange contracts

 

Total revenues

 

(97

)

(206

)

(74

)

(214

)

 

 

Total cost of sales

 

(30

)

70

 

(20

)

152

 

 

 

SG&A expenses(1)

 

1

 

(2

)

 

1

 

 

 

Interest and other finance expense

 

(27

)

(37

)

(31

)

106

 

Embedded foreign exchange contracts

 

Total revenues

 

8

 

73

 

(2

)

86

 

 

 

Total cost of sales

 

(1

)

(9

)

(1

)

(11

)

Commodity contracts

 

Total cost of sales

 

(6

)

(67

)

16

 

(54

)

 

 

Interest and other finance expense

 

 

1

 

 

1

 

Total

 

 

 

(152

)

(177

)

(112

)

67

 

 


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

 

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

 

 

 

June 30, 2014

 

 

 

Derivative assets

 

Derivative liabilities

 

($ in millions)

 

Current in
“Other current
assets”

 

Non-current
in “Other
non-current
assets”

 

Current in
“Other current
liabilities”

 

Non-current
in “Other
non-current
liabilities”

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

10

 

1

 

9

 

5

 

Commodity contracts

 

1

 

 

1

 

 

Interest rate contracts

 

 

58

 

 

 

Cash-settled call options

 

21

 

7

 

 

 

Total

 

32

 

66

 

10

 

5

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

105

 

17

 

146

 

23

 

Commodity contracts

 

7

 

 

7

 

1

 

Cash-settled call options

 

1

 

 

 

 

Embedded foreign exchange derivatives

 

36

 

24

 

38

 

5

 

Total

 

149

 

41

 

191

 

29

 

Total fair value

 

181

 

107

 

201

 

34

 

 

 

 

 

 

 

 

 

 

 

Thereof, subject to close-out netting agreements

 

115

 

76

 

153

 

29

 

 

23



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2013

 

 

 

Derivative assets

 

Derivative liabilities

 

($ in millions)

 

Current in
“Other current
assets”

 

Non-current
in “Other
non-current
assets”

 

Current in
“Other current
liabilities”

 

Non-current
in “Other
non-current
liabilities”

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

21

 

8

 

10

 

3

 

Commodity contracts

 

2

 

 

1

 

 

Interest rate contracts

 

 

14

 

 

7

 

Cash-settled call options

 

14

 

40

 

 

 

Total

 

37

 

62

 

11

 

10

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

272

 

42

 

121

 

30

 

Commodity contracts

 

6

 

1

 

15

 

1

 

Cash-settled call options

 

 

2

 

 

 

Embedded foreign exchange derivatives

 

57

 

21

 

55

 

11

 

Total

 

335

 

66

 

191

 

42

 

Total fair value

 

372

 

128

 

202

 

52

 

 

 

 

 

 

 

 

 

 

 

Thereof, subject to close-out netting agreements

 

284

 

63

 

130

 

40

 

 

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

 

Although the Company is party to close-out netting agreements with most derivative counterparties, the fair values in the tables above and in the Consolidated Balance Sheets at June 30, 2014, and December 31, 2013, have been presented on a gross basis.

 

Note 6. Fair values

 

The Company uses fair value measurement principles to record certain financial assets and liabilities on a recurring basis and, when necessary, to record certain non-financial assets at fair value on a non-recurring basis, as well as to determine fair value disclosures for certain financial instruments carried at amortized cost in the financial statements. Financial assets and liabilities recorded at fair value on a recurring basis include foreign currency, commodity and interest rate derivatives, as well as cash-settled call options and available-for-sale securities. Non-financial assets recorded at fair value on a non-recurring basis include long-lived assets that are reduced to their estimated fair value due to impairments.

 

Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation techniques including the market approach (using observable market data for identical or similar assets and liabilities), the income approach (discounted cash flow models) and the cost approach (using costs a market participant would incur to develop a comparable asset). Inputs used to determine the fair value of assets and liabilities are defined by a three-level hierarchy, depending on the reliability of those inputs. The Company has categorized its financial assets and liabilities and non-financial assets measured at fair value within this hierarchy based on whether the inputs to the valuation technique are observable or unobservable. An observable input is based on market data obtained from independent sources, while an unobservable input reflects the Company’s assumptions about market data.

 

The levels of the fair value hierarchy are as follows:

 

Level 1:        Valuation inputs consist of quoted prices in an active market for identical assets or liabilities (observable quoted prices). Assets and liabilities valued using Level 1 inputs include listed derivatives which are actively traded such as commodity futures, interest rate futures and certain actively-traded debt securities.

 

24



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Level 2:        Valuation inputs consist of observable inputs (other than Level 1 inputs) such as actively-quoted prices for similar assets, quoted prices in inactive markets and inputs other than quoted prices such as interest rate yield curves, credit spreads, or inputs derived from other observable data by interpolation, correlation, regression or other means. The adjustments applied to quoted prices or the inputs used in valuation models may be both observable and unobservable. In these cases, the fair value measurement is classified as Level 2 unless the unobservable portion of the adjustment or the unobservable input to the valuation model is significant, in which case the fair value measurement would be classified as Level 3. Assets and liabilities valued or disclosed using Level 2 inputs include investments in certain funds, certain debt securities that are not actively traded, interest rate swaps, commodity swaps, cash-settled call options, forward foreign exchange contracts, foreign exchange swaps and forward rate agreements, time deposits, as well as financing receivables and debt.

 

Level 3:        Valuation inputs are based on the Company’s assumptions of relevant market data (unobservable input).

 

Whenever quoted prices involve bid-ask spreads, the Company ordinarily determines fair values based on mid-market quotes. However, for the purpose of determining the fair value of cash-settled call options serving as hedges of the Company’s management incentive plan, bid prices are used.

 

When determining fair values based on quoted prices in an active market, the Company considers if the level of transaction activity for the financial instrument has significantly decreased, or would not be considered orderly. In such cases, the resulting changes in valuation techniques would be disclosed. If the market is considered disorderly or if quoted prices are not available, the Company is required to use another valuation technique, such as an income approach.

 

Recurring fair value measures

 

The fair values of financial assets and liabilities measured at fair value on a recurring basis were as follows:

 

 

 

June 30, 2014

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Debt securities—Corporate

 

 

109

 

 

109

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

 

165

 

 

165

 

Debt securities—U.S. government obligations

 

103

 

 

 

103

 

Debt securities—Other government obligations

 

 

3

 

 

3

 

Debt securities—Corporate

 

 

408

 

 

408

 

Derivative assets—current in “Other current assets”

 

 

181

 

 

181

 

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

 

 

107

 

 

107

 

Total

 

103

 

973

 

 

1,076

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative liabilities—current in “Other current liabilities”

 

 

201

 

 

201

 

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

 

 

34

 

 

34

 

Total

 

 

235

 

 

235

 

 

25



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

December 31, 2013

 

($ in millions)

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Debt securities—Corporate

 

 

69

 

 

69

 

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

 

 

 

 

 

 

 

 

 

Equity securities

 

 

159

 

 

159

 

Debt securities—U.S. government obligations

 

104

 

 

 

104

 

Debt securities—European government obligations

 

25

 

 

 

25

 

Debt securities—Other government obligations

 

 

3

 

 

3

 

Debt securities—Corporate

 

 

146

 

 

146

 

Derivative assets—current in “Other current assets”

 

 

372

 

 

372

 

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

 

 

128

 

 

128

 

Total

 

129

 

877

 

 

1,006

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative liabilities—current in “Other current liabilities”

 

3

 

199

 

 

202

 

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

 

 

52

 

 

52

 

Total

 

3

 

251

 

 

254

 

 

The Company uses the following methods and assumptions in estimating fair values of financial assets and liabilities measured at fair value on a recurring basis:

 

·      Available-for-sale securities in “Cash and equivalents” and “Marketable securities and short-term investments”: If quoted market prices in active markets for identical assets are available, these are considered Level 1 inputs; however, when markets are not active, these inputs are considered Level 2. If such quoted market prices are not available, fair value is determined using market prices for similar assets or present value techniques, applying an appropriate risk-free interest rate adjusted for nonperformance risk. The inputs used in present value techniques are observable and fall into the Level 2 category.

 

·      Derivatives: The fair values of derivative instruments are determined using quoted prices of identical instruments from an active market, if available (Level 1). If quoted prices are not available, price quotes for similar instruments, appropriately adjusted, or present value techniques, based on available market data, or option pricing models are used. Cash-settled call options hedging the Company’s WAR liability are valued based on bid prices of the equivalent listed warrant. The fair values obtained using price quotes for similar instruments or valuation techniques represent a Level 2 input unless significant unobservable inputs are used.

 

Non-recurring fair value measures

 

There were no significant non-recurring fair value measurements during the six and three months ended June 30, 2014 and 2013.

 

26



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Disclosure about financial instruments carried on a cost basis

 

The fair values of financial instruments carried on a cost basis were as follows:

 

 

 

June 30, 2014

 

($ in millions)

 

Carrying
value

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Cash

 

2,282

 

2,282

 

 

 

2,282

 

Time deposits

 

2,558

 

 

2,558

 

 

2,558

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

2

 

 

2

 

 

2

 

Receivables under reverse repurchase agreements

 

273

 

 

273

 

 

273

 

Other short-term investments

 

9

 

9

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current assets:

 

 

 

 

 

 

 

 

 

 

 

Loans granted

 

47

 

 

50

 

 

50

 

Held-to-maturity securities

 

92

 

 

111

 

 

111

 

Restricted cash and cash deposits

 

193

 

76

 

155

 

 

231

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

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

 

1,215

 

137

 

1,078

 

 

1,215

 

Long-term debt (excluding finance lease liabilities)

 

7,497

 

7,743

 

28

 

 

7,771

 

Non-current deposit liabilities in “Other non-current liabilities”

 

206

 

 

266

 

 

266

 

 

 

 

December 31, 2013

 

($ in millions)

 

Carrying
value

 

Level 1

 

Level 2

 

Level 3

 

Total fair
value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Cash

 

2,414

 

2,414

 

 

 

2,414

 

Time deposits

 

3,538

 

 

3,538

 

 

3,538

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

18

 

 

18

 

 

18

 

Other short-term investments

 

9

 

9

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current assets:

 

 

 

 

 

 

 

 

 

 

 

Loans granted

 

54

 

 

52

 

 

52

 

Held-to-maturity securities

 

104

 

 

121

 

 

121

 

Restricted cash and cash deposits

 

276

 

95

 

219

 

 

314

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

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

 

424

 

107

 

317

 

 

424

 

Long-term debt (excluding finance lease liabilities)

 

7,475

 

7,540

 

34

 

 

7,574

 

Non-current deposit liabilities in “Other non-current liabilities”

 

279

 

 

338

 

 

338

 

 

 

27



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

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

 

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

 

·                  Other non-current assets: Includes (i) loans granted whose fair values are based on the carrying amount adjusted using a present value technique to reflect a premium or discount based on current market interest rates (Level 2 inputs), (ii) held-to-maturity securities (see Note 4) whose fair values are based on quoted market prices in inactive markets (Level 2 inputs), (iii) restricted cash whose fair values approximate the carrying amounts (Level 1) and (iv) cash deposits pledged in respect of certain non-current deposit liabilities whose fair values are determined using a discounted cash flow methodology based on current market interest rates (Level 2 inputs).

 

·                  Short-term debt and current maturities of long-term debt (excluding finance lease liabilities): Includes commercial paper, bank borrowings and overdrafts. The carrying amounts of short-term debt and current maturities of long-term debt, excluding finance lease liabilities, approximate their fair values.

 

·                  Long-term debt (excluding finance lease liabilities): Fair values of outstanding bonds are determined using quoted market prices (Level 1 inputs). The fair values of other debt are determined using a discounted cash flow methodology based upon borrowing rates of similar debt instruments and reflecting appropriate adjustments for non-performance risk (Level 2 inputs).

 

·                  Non-current deposit liabilities in “Other non-current liabilities”: The fair values of non-current deposit liabilities are determined using a discounted cash flow methodology based on risk-adjusted interest rates (Level 2 inputs).

 

Note 7. Debt

 

The Company’s total debt at June 30, 2014, and December 31, 2013, amounted to $8,827 million and $8,023 million, respectively.

 

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

 

The Company’s “Short-term debt and current maturities of long-term debt” consisted of the following:

 

($ in millions)

 

June 30, 2014

 

December 31, 2013

 

Short-term debt

 

1,185

 

423

 

Current maturities of long-term debt

 

57

 

30

 

Total

 

1,242

 

453

 

 

Short-term debt primarily represents issued commercial paper and short-term loans from various banks.  At June 30, 2014, and December 31, 2013, the principal amount outstanding under the United States commercial paper program was $845 million and $100 million, respectively.

 

Long-term debt

 

The Company’s long-term debt at June 30, 2014, and December 31, 2013, amounted to $7,585 million and $7,570 million, respectively.

 

28



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 8. Commitments and contingencies

 

Contingencies—Environmental

 

The Company is engaged in environmental clean-up activities at certain sites arising under various United States and other environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal proceedings, investigations or claims, and it is uncertain to what extent the Company is actually obligated to perform. Provisions for these unresolved matters have been set up if it is probable that the Company has incurred a liability and the amount of loss can be reasonably estimated. The lower end of an estimated range is accrued when a single best estimate is not determinable. The required amounts of the provisions may change in the future as developments occur.

 

If a provision has been recognized for any of these matters, the Company records an asset when it is probable that it will recover a portion of the costs expected to be incurred to settle them. Management is of the opinion, based upon information presently available, that the resolution of any such obligation and non-collection of recoverable costs would not have a further material adverse effect on the Company’s consolidated financial statements.

 

The Company is involved in the remediation of environmental contamination at present or former facilities, primarily in the United States. The clean-up of these sites involves primarily soil and groundwater contamination. A significant portion of the provisions in respect of these contingencies reflects the provisions of acquired companies. A portion of one of the acquired entities’ remediation liability is indemnified by a prior owner. Accordingly, an asset equal to that portion of the remediation liability is included in “Other non-current assets”.

 

Environmental provisions included in the Company’s Consolidated Balance Sheets were as follows:

 

($ in millions)

 

June 30, 2014

 

December 31, 2013

 

Other provisions

 

33

 

37

 

Other non-current liabilities

 

111

 

116

 

Total environmental provisions

 

144

 

153

 

 

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

 

Contingencies—Regulatory, Compliance and Legal

 

Antitrust

 

In April 2014, the European Commission announced its decision regarding its investigation of anticompetitive practices in the cables industry and granted the Company full immunity from fines under the European Commission’s leniency program. In December 2013, the Company agreed with the Brazilian Antitrust Authority (CADE) to settle its ongoing investigation into the Company’s involvement in anticompetitive practices in the cables industry and the Company agreed to pay a fine of approximately 1.5 million Brazilian reals (equivalent to approximately $1 million on date of payment). The Company’s cables business remains under investigation for alleged anticompetitive practices in certain other jurisdictions. An informed judgment about the outcome of these remaining investigations or the amount of potential loss or range of loss for the Company, if any, relating to these remaining investigations cannot be made at this stage.

 

In Brazil, the Company’s Gas Insulated Switchgear business is under investigation by the CADE for alleged anticompetitive practices. In addition, the CADE has opened an investigation into certain other power businesses of the Company, including flexible alternating current transmission systems (FACTS) and power transformers. An informed judgment about the outcome of these investigations or the amount of potential loss or range of loss for the Company, if any, relating to these investigations cannot be made at this stage.

 

In Italy, one of the Company’s recently acquired subsidiaries was raided in October 2013 by the Italian Antitrust Agency for alleged anticompetitive practices. In July 2014, the Company received the decision of

 

29



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

the Italian Antitrust Agency regarding this matter. The agency closed its investigation without imposing a fine and accepted the non-financial commitments offered by the Company.

 

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

 

Suspect payments

 

In April 2005, the Company voluntarily disclosed to the United States Department of Justice (DoJ) and the United States Securities and Exchange Commission (SEC) certain suspect payments in its network management unit in the United States. Subsequently, the Company made additional voluntary disclosures to the DoJ and the SEC regarding suspect payments made by other Company subsidiaries in a number of countries in the Middle East, Asia, South America and Europe (including to an employee of an Italian power generation company) as well as by its former Lummus business. These payments were discovered by the Company as a result of the Company’s internal audit program and compliance reviews.

 

In September 2010, the Company reached settlements with the DoJ and the SEC regarding their investigations into these matters and into suspect payments involving certain of the Company’s subsidiaries in the United Nations Oil-for-Food Program. In connection with these settlements, the Company agreed to make payments to the DoJ and SEC totaling $58 million, which were settled in the fourth quarter of 2010. One subsidiary of the Company pled guilty to one count of conspiracy to violate the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act and one count of violating those provisions. The Company entered into a deferred prosecution agreement and settled civil charges brought by the SEC. These settlements resolved the foregoing investigations. In lieu of an external compliance monitor, the DoJ and SEC agreed to allow the Company to report on its continuing compliance efforts and the results of the review of its internal processes through September 2013. Further to the Fraud Section of the DoJ determining that the Company had fully complied with all its obligations under the deferred prosecution agreement, on October 1, 2013, the competent court in the U.S. agreed to dismiss all criminal charges against the Company in relation to these matters.

 

General

 

In addition, the Company is aware of proceedings, or the threat of proceedings, against it and others in respect of private claims by customers and other third parties with regard to certain actual or alleged anticompetitive practices. Also, the Company is subject to other various legal proceedings, investigations, and claims that have not yet been resolved. With respect to the above-mentioned regulatory matters and commercial litigation contingencies, the Company will bear the costs of the continuing investigations and any related legal proceedings.

 

Liabilities recognized

 

At June 30, 2014, and December 31, 2013, the Company had aggregate liabilities of $193 million and $245 million, respectively, included in “Other provisions” and “Other non-current liabilities”, for the above regulatory, compliance and legal contingencies, and none of the individual liabilities recognized was significant. As it is not possible to make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently available to management, to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the amounts accrued.

 

Guarantees

 

General

 

The following table provides quantitative data regarding the Company’s third-party guarantees. The maximum potential payments represent a “worst-case scenario”, and do not reflect management’s expected results. The carrying amount of liabilities recorded in the Consolidated Balance Sheets reflects the Company’s best estimate of future payments, which it may incur as part of fulfilling its guarantee obligations.

 

 

 

Maximum potential payments

 

($ in millions)

 

June 30, 2014

 

December 31, 2013

 

Performance guarantees

 

146

 

149

 

Financial guarantees

 

73

 

77

 

Indemnification guarantees

 

50

 

50

 

Total

 

269

 

276

 

 

30



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

In respect of the above guarantees, the carrying amounts of liabilities at June 30, 2014, and December 31, 2013, were not significant.

 

Performance guarantees

 

Performance guarantees represent obligations where the Company guarantees the performance of a third party’s product or service according to the terms of a contract. Such guarantees may include guarantees that a project will be completed within a specified time. If the third party does not fulfill the obligation, the Company will compensate the guaranteed party in cash or in kind. Performance guarantees include surety bonds, advance payment guarantees and standby letters of credit. The significant performance guarantees are described below.

 

The Company retained obligations for guarantees related to the Power Generation business contributed in mid-1999 to the former ABB Alstom Power NV joint venture (Alstom Power NV). The guarantees primarily consist of performance guarantees and other miscellaneous guarantees under certain contracts such as indemnification for personal injuries and property damages, taxes and compliance with labor laws, environmental laws and patents. These guarantees have no fixed expiration date. In May 2000, the Company sold its interest in Alstom Power NV to Alstom SA (Alstom). As a result, Alstom and its subsidiaries have primary responsibility for performing the obligations that are the subject of the guarantees. Further, Alstom, the parent company and Alstom Power NV, have undertaken jointly and severally to fully indemnify and hold harmless the Company against any claims arising under such guarantees. Management’s best estimate of the total maximum potential amount payable of quantifiable guarantees issued by the Company on behalf of its former Power Generation business was $65 million at both June 30, 2014, and December 31, 2013, and is subject to foreign exchange fluctuations. The Company has not experienced any losses related to guarantees issued on behalf of the former Power Generation business.

 

The Company is engaged in executing a number of projects as a member of consortia that include third parties. In certain of these cases, the Company guarantees not only its own performance but also the work of third parties. The original maturity dates of these guarantees range from one to six years. At June 30, 2014, and December 31, 2013, the maximum potential amount payable under these guarantees as a result of third-party non-performance was $68 million and $70 million, respectively.

 

Financial guarantees and commercial commitments

 

Financial guarantees represent irrevocable assurances that the Company will make payment to a beneficiary in the event that a third party fails to fulfill its financial obligations and the beneficiary under the guarantee incurs a loss due to that failure.

 

At June 30, 2014, and December 31, 2013, the Company had a maximum potential amount payable of $73 million and $77 million, respectively, under financial guarantees outstanding. Of these amounts, $12 million and $15 million, respectively, was in respect of guarantees issued on behalf of companies in which the Company formerly had or has an equity interest. The guarantees outstanding have various maturity dates up to 2020.

 

In addition, in the normal course of bidding for and executing certain projects, the Company has entered into standby letters of credit, bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds in the event that the Company does not fulfill its contractual obligations. The Company would then have an obligation to reimburse the financial institution for amounts paid under the performance bonds. There have been no significant amounts reimbursed to financial institutions under these types of arrangements during the six and three months ended June 30, 2014 and 2013.

 

Indemnification guarantees

 

The Company has indemnified certain purchasers of divested businesses for potential claims arising from the operations of the divested businesses. To the extent the maximum potential loss related to such indemnifications could not be calculated, no amounts have been included under maximum potential payments in the table above. Indemnifications for which maximum potential losses could not be calculated include indemnifications for legal claims. The significant indemnification guarantees for which maximum potential losses could be calculated are described below.

 

The Company issued to the purchasers of Lummus Global guarantees related to assets and liabilities divested in 2007. The maximum potential amount payable relating to this business, pursuant to the sales agreement, at each of June 30, 2014, and December 31, 2013, was $50 million.

 

31



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Product and order-related contingencies

 

The Company calculates its provision for product warranties based on historical claims experience and specific review of certain contracts.

 

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

 

($ in millions)

 

2014

 

2013

 

 

 

 

 

 

 

Balance at January 1,

 

1,362

 

1,291

 

Claims paid in cash or in kind

 

(153

)

(126

)

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

 

64

 

87

 

Exchange rate differences

 

(17

)

(33

)

Balance at June 30,

 

1,256

 

1,219

 

 

Note 9. Employee benefits

 

The Company operates defined benefit and defined contribution pension plans and termination indemnity plans, in accordance with local regulations and practices. These plans cover a large portion of the Company’s employees and provide benefits to employees in the event of death, disability, retirement, or termination of employment. Certain of these plans are multi-employer plans. The Company also operates other postretirement benefit plans including postretirement health care benefits, and other employee-related benefits for active employees including long-service award plans. The measurement date used for the Company’s employee benefit plans is December 31. The funding policies of the Company’s plans are consistent with the local government and tax requirements and several of the plans are not required to be funded according to local government and tax requirements.

 

Net periodic benefit cost of the Company’s defined benefit pension and other postretirement benefit plans consisted of the following:

 

 

 

Six months ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

125

 

124

 

1

 

1

 

Interest cost

 

208

 

184

 

5

 

4

 

Expected return on plan assets

 

(246

)

(237

)

 

 

Amortization of prior service cost (credit)

 

14

 

16

 

(4

)

(4

)

Amortization of net actuarial loss

 

48

 

63

 

 

2

 

Curtailments, settlements and special termination benefits

 

1

 

 

 

 

Net periodic benefit cost

 

150

 

150

 

2

 

3

 

 

32



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Three months ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

61

 

62

 

1

 

1

 

Interest cost

 

103

 

92

 

3

 

2

 

Expected return on plan assets

 

(122

)

(119

)

 

 

Amortization of prior service cost (credit)

 

7

 

8

 

(2

)

(2

)

Amortization of net actuarial loss

 

22

 

30

 

 

1

 

Curtailments, settlements and special termination benefits

 

1

 

 

 

 

Net periodic benefit cost

 

72

 

73

 

2

 

2

 

 

Employer contributions were as follows:

 

 

 

Six months ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Total contributions to defined benefit pension and other postretirement benefit plans

 

200

 

123

 

7

 

7

 

Of which, discretionary contributions to defined benefit pension plans

 

75

 

 

 

 

 

 

 

Three months ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

($ in millions)

 

Defined pension
benefits

 

Other postretirement
benefits

 

 

 

 

 

 

 

 

 

 

 

Total contributions to defined benefit pension and other postretirement benefit plans

 

69

 

63

 

4

 

3

 

Of which, discretionary contributions to defined benefit pension plans

 

 

 

 

 

 

During the six months ended June 30, 2014, discretionary contributions included available-for-sale debt securities, having a fair value at the contribution date of $25 million, to certain of the Company’s pension plans in the United Kingdom.

 

The Company expects to make contributions totaling approximately $308 million and $17 million to its defined benefit pension plans and other postretirement benefit plans, respectively, for the full year 2014.

 

Note 10. Stockholders’ equity

 

At the Annual General Meeting of Shareholders in April 2014, shareholders approved the payment of a dividend of 0.70 Swiss francs per share. The dividend was paid in May 2014 and amounted to $1,841 million.

 

In the second quarter of 2014, the Company purchased on the open market an aggregate of 12 million of its own shares to be held for future delivery in connection with its employee incentive plans. These transactions resulted in an increase in “Treasury stock” of $282 million.

 

33



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 11. Earnings per share

 

Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the period, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise outstanding written call options and outstanding options and shares granted subject to certain conditions under the Company’s share-based payment arrangements.

 

Basic earnings per share:

 

 

 

Six months ended
June 30,

 

Three months ended
June 30,

 

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

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

1,182

 

1,439

 

637

 

771

 

Loss from discontinued operations, net of tax

 

(2

)

(12

)

(1

)

(8

)

Net income

 

1,180

 

1,427

 

636

 

763

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions)

 

2,298

 

2,296

 

2,295

 

2,297

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

0.51

 

0.63

 

0.28

 

0.34

 

Loss from discontinued operations, net of tax

 

 

(0.01

)

 

(0.01

)

Net income

 

0.51

 

0.62

 

0.28

 

0.33

 

 

Diluted earnings per share:

 

 

 

Six months ended
June 30,

 

Three months ended
June 30,

 

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

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

1,182

 

1,439

 

637

 

771

 

Loss from discontinued operations, net of tax

 

(2

)

(12

)

(1

)

(8

)

Net income

 

1,180

 

1,427

 

636

 

763

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding (in millions)

 

2,298

 

2,296

 

2,295

 

2,297

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Call options and shares

 

8

 

7

 

7

 

7

 

Dilutive weighted-average number of shares outstanding

 

2,306

 

2,303

 

2,302

 

2,304

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

0.51

 

0.62

 

0.28

 

0.33

 

Loss from discontinued operations, net of tax

 

 

 

 

 

Net income

 

0.51

 

0.62

 

0.28

 

0.33

 

 

34



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 12. Reclassifications out of accumulated other comprehensive loss

 

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

 

($ in millions)

 

Foreign
currency
translation
adjustments

 

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

 

Pension and
other
postretirement
plan
adjustments

 

Unrealized
gains (losses)
of cash flow
hedge
derivatives

 

Total OCI

 

Balance at January 1, 2013

 

(580

)

24

 

(2,004

)

37

 

(2,523

)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income before reclassifications

 

(490

)

(4

)

49

 

(3

)

(448

)

Amounts reclassified from OCI

 

 

(7

)

54

 

(16

)

31

 

Total other comprehensive (loss) income

 

(490

)

(11

)

103

 

(19

)

(417

)

 

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to noncontrolling interests

 

(8

)

 

1

 

 

(7

)

Balance at June 30, 2013

 

(1,062

)

13

 

(1,902

)

18

 

(2,933

)

 

($ in millions)

 

Foreign
currency
translation
adjustments

 

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

 

Pension and
other
postretirement
plan
adjustments

 

Unrealized
gains (losses)
of cash flow
hedge
derivatives

 

Total OCI

 

Balance at January 1, 2014

 

(431

)

7

 

(1,610

)

22

 

(2,012

)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income before reclassifications

 

(92

)

4

 

(9

)

(33

)

(130

)

Amounts reclassified from OCI

 

 

(1

)

42

 

5

 

46

 

Total other comprehensive (loss) income

 

(92

)

3

 

33

 

(28

)

(84

)

 

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to noncontrolling interests

 

(4

)

 

 

 

(4

)

Balance at June 30, 2014

 

(519

)

10

 

(1,577

)

(6

)

(2,092

)

 

The following table reflects amounts reclassified out of OCI in respect of pension and other postretirement plan adjustments:

 

 

 

 

 

Six months

 

Three months

 

($ in millions)

 

Location of (gains) losses

 

ended June 30,

 

ended June 30,

 

Details about OCI components

 

reclassified from OCI

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension and other postretirement plan adjustments:

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service costs

 

Net periodic benefit cost(1)

 

10

 

12

 

5

 

6

 

Amortization of net actuarial losses

 

Net periodic benefit cost(1)

 

48

 

65

 

22

 

31

 

Total before tax

 

 

 

58

 

77

 

27

 

37

 

Tax

 

Provision for taxes

 

(16

)

(23

)

(8

)

(12

)

Amounts reclassified from OCI

 

 

 

42

 

54

 

19

 

25

 

 


(1)     These components are included in the computation of net periodic benefit cost (see Note 9).

 

The amounts in respect of unrealized gains (losses) on available-for-sale securities and unrealized gains (losses) of cash flow hedge derivatives were not significant for the six and three months ended June 30, 2014 and 2013.

 

35



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 13. Operating segment data

 

The Chief Operating Decision Maker (CODM) is the Company’s Executive Committee. The CODM allocates resources to and assesses the performance of each operating segment using the information outlined below. The Company’s operating segments consist of Discrete Automation and Motion, Low Voltage Products, Process Automation, Power Products and Power Systems. The remaining operations of the Company are included in Corporate and Other.

 

A description of the types of products and services provided by each reportable segment is as follows:

 

·                  Discrete Automation and Motion: manufactures and sells motors, generators, variable speed drives, programmable logic controllers, robots and robotics, solar inverters, wind converters, rectifiers, excitation systems, power quality and protection solutions, electric vehicle fast charging infrastructure, components and subsystems for railways, and related services for a wide range of applications in discrete automation, process industries, transportation and utilities.

 

·                  Low Voltage Products: manufactures products and systems that provide protection, control and measurement for electrical installations, as well as enclosures, switchboards, electronics and electromechanical devices for industrial machines, plants and related service. In addition, the segment manufactures products for wiring and cable management, cable protection systems, power connection and safety. The segment also makes intelligent building control systems for home and building automation.

 

·                  Process Automation: develops and sells control and plant optimization systems, automation products and solutions, including instrumentation, as well as industry-specific application knowledge and services for the oil, gas and petrochemicals, metals and minerals, marine and turbocharging, pulp and paper, chemical and pharmaceuticals, and power industries.

 

·                  Power Products: manufactures and sells high- and medium-voltage switchgear and apparatus, circuit breakers for all current and voltage levels, power and distribution transformers and sensors for electric, gas and water utilities and for industrial and commercial customers.

 

·                  Power Systems: designs, installs and upgrades high-efficiency transmission and distribution systems and power plant automation and electrification solutions, including monitoring and control products, software and services and incorporating components manufactured by both the Company and by third parties.

 

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

 

The Company evaluates the profitability of its segments based on Operational EBITDA, which represents income from operations excluding depreciation and amortization, restructuring and restructuring-related expenses, gains and losses on sale of businesses, acquisition-related expenses and certain non-operational items, as well as foreign exchange/commodity timing differences in income from operations consisting of: (i) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, and (iii) unrealized foreign exchange movements on receivables/payables (and related assets/liabilities).

 

The CODM primarily reviews the results of each segment on a basis that is before the elimination of profits made on inventory sales between segments. Segment results below are presented before these eliminations, with a total deduction for intersegment profits to arrive at the Company’s consolidated Operational EBITDA. Intersegment sales and transfers are accounted for as if the sales and transfers were to third parties, at current market prices.

 

The following tables present segment revenues, Operational EBITDA, and the reconciliations of consolidated Operational EBITDA to income from continuing operations before taxes for the six and three months ended June 30, 2014 and 2013, as well as total assets at June 30, 2014, and December 31, 2013.

 

36



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Six months ended June 30, 2014

 

($ in millions)

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Discrete Automation and Motion

 

4,524

 

400

 

4,924

 

Low Voltage Products

 

3,611

 

207

 

3,818

 

Process Automation

 

3,853

 

102

 

3,955

 

Power Products

 

4,260

 

793

 

5,053

 

Power Systems

 

3,235

 

183

 

3,418

 

Corporate and Other

 

178

 

832

 

1,010

 

Intersegment elimination

 

 

(2,517

)

(2,517

)

Consolidated

 

19,661

 

 

19,661

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2013

 

($ in millions)

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Discrete Automation and Motion

 

4,207

 

482

 

4,689

 

Low Voltage Products

 

3,518

 

188

 

3,706

 

Process Automation

 

3,998

 

110

 

4,108

 

Power Products

 

4,321

 

949

 

5,270

 

Power Systems

 

3,837

 

176

 

4,013

 

Corporate and Other

 

59

 

782

 

841

 

Intersegment elimination

 

 

(2,687

)

(2,687

)

Consolidated

 

19,940

 

 

19,940

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2014

 

($ in millions)

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Discrete Automation and Motion

 

2,330

 

213

 

2,543

 

Low Voltage Products

 

1,827

 

109

 

1,936

 

Process Automation

 

1,962

 

50

 

2,012

 

Power Products

 

2,264

 

398

 

2,662

 

Power Systems

 

1,703

 

107

 

1,810

 

Corporate and Other

 

104

 

421

 

525

 

Intersegment elimination

 

 

(1,298

)

(1,298

)

Consolidated

 

10,190

 

 

10,190

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2013

 

($ in millions)

 

Third-party
revenues

 

Intersegment
revenues

 

Total
revenues

 

Discrete Automation and Motion

 

2,122

 

240

 

2,362

 

Low Voltage Products

 

1,837

 

92

 

1,929

 

Process Automation

 

2,077

 

53

 

2,130

 

Power Products

 

2,287

 

494

 

2,781

 

Power Systems

 

1,870

 

92

 

1,962

 

Corporate and Other

 

32

 

385

 

417

 

Intersegment elimination

 

 

(1,356

)

(1,356

)

Consolidated

 

10,225

 

 

10,225

 

 

37



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

 

 

Six months ended
June 30,

 

Three months ended
June 30,

 

($ in millions)

 

2014

 

2013

 

2014

 

2013

 

Operational EBITDA:

 

 

 

 

 

 

 

 

 

Discrete Automation and Motion

 

838

 

844

 

443

 

428

 

Low Voltage Products

 

710

 

687

 

364

 

367

 

Process Automation

 

512

 

511

 

248

 

252

 

Power Products

 

747

 

781

 

393

 

409

 

Power Systems

 

(53

)

328

 

(24

)

159

 

Corporate and Other and Intersegment elimination

 

(152

)

(132

)

(93

)

(54

)

Consolidated Operational EBITDA

 

2,602

 

3,019

 

1,331

 

1,561

 

Depreciation and amortization

 

(666

)

(639

)

(333

)

(318

)

Restructuring and restructuring-related expenses

 

(87

)

(54

)

(40

)

(35

)

Gains and losses on sale of businesses, acquisition-related expenses and certain non-operational items

 

103

 

(32

)

114

 

(28

)

Foreign exchange/commodity timing differences in income from operations:

 

 

 

 

 

 

 

 

 

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

 

(89

)

(77

)

(34

)

12

 

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

 

10

 

(11

)

(7

)

(3

)

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

 

34

 

34

 

21

 

(1

)

Income from operations

 

1,907

 

2,240

 

1,052

 

1,188

 

Interest and dividend income

 

38

 

35

 

21

 

17

 

Interest and other finance expense

 

(172

)

(177

)

(88

)

(80

)

Income from continuing operations before taxes

 

1,773

 

2,098

 

985

 

1,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets(1)

 

($ in millions)

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

Discrete Automation and Motion

 

 

 

 

 

10,422

 

10,931

 

Low Voltage Products

 

 

 

 

 

9,192

 

9,389

 

Process Automation

 

 

 

 

 

4,538

 

4,537

 

Power Products

 

 

 

 

 

7,829

 

7,669

 

Power Systems

 

 

 

 

 

7,419

 

7,905

 

Corporate and Other

 

 

 

 

 

7,675

 

7,633

 

Consolidated

 

 

 

 

 

47,075

 

48,064

 

 


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

 

38



 

April – June 2014 – Q2

 

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, call options and warrant appreciation rights (“WARs”), in the following amounts:

 

Name

 

Date

 

Description

 

Granted *

 

Purchased

 

Sold

 

Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ulrich Spiesshofer

 

9.4.2014

 

Shares

 

21,773

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diane de Saint Victor

 

9.4.2014

 

Shares

 

26,359

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frank Duggan

 

9.4.2014

 

Shares

 

14,929

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarak Mehta

 

9.4.2014

 

Shares

 

16,948

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Veli-Matti Reinikkala

 

9.4.2014

 

Shares

 

12,962

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bernhard Jucker

 

9.4.2014

 

Shares

 

19,428

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Claudio Facchin

 

9.4.2014

 

Shares

 

8,021

 

 

 

 

 

CHF

22.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hubertus von Grünberg

 

16.5.2014

 

Shares

 

19,563

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roger Agnelli

 

16.5.2014

 

Shares

 

2,359

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Louis R. Hughes

 

16.5.2014

 

Shares

 

3,172

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michel de Rosen

 

16.5.2014

 

Shares

 

2,547

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Treschow

 

16.5.2014

 

Shares

 

2,547

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jacob Wallenberg

 

16.5.2014

 

Shares

 

2,547

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ying Yeh

 

16.5.2014

 

Shares

 

2,391

 

 

 

 

 

CHF

22.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Matti Alahuhta

 

20.5.2014

 

Shares

 

 

 

15,000

 

 

 

SEK

157.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric Elzvik

 

26.5.2014

 

Call Options

 

221,375

 

 

 

 

 

CHF

0.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greg Scheu

 

26.5.2014

 

Call Options

 

221,375

 

 

 

 

 

CHF

0.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pekka Tiitinen

 

26.5.2014

 

Call Options

 

221,375

 

 

 

 

 

CHF

0.17

 

 

Key:

 


* Granted instruments were delivered as part of the ABB Ltd Director’s or Executive Committee Member’s compensation

 



 

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 24, 2014

By:

/s/ Alanna Abrahamson - Haka

 

Name:

Alanna Abrahamson - Haka

 

Title:

Group Senior Vice President and
Head of Investor Relations

 

 

 

 

By:

/s/ Richard A. Brown

 

Name:

Richard A. Brown

 

Title:

Group Senior Vice President and
Chief Counsel Corporate & Finance