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 2006

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.               Announcements regarding transactions in ABB’s registered shares, par value CHF 2.50 per share, and securities convertible or exchangeable into registered shares, made by the directors or members of the Executive Committee of ABB Ltd since ABB’s publication of its results for the previous quarter; and

2.               Press release issued by ABB Ltd dated July 27, 2006.

The information provided by Item 2 above and on pages 4 through 17, inclusive, of this Form 6-K is deemed filed for all purposes under the Securities Exchange Act of 1934, including by reference in the Registration Statement on Form S-8 (Registration No. 333-129271).

2




 

ABB Ltd announces that the following members of the Executive Committee or Board of Directors of ABB have purchased ABB’s registered shares, in the following amounts:

Name and Position

 

Date

 

Number of
shares
purchased

 

Price per share

Veli-Matti Reinikkala
Head of the Process
Automation division and
member of the Executive
Committee

 

May 24, 2006

 

2,000

 

$12.20

Jürgen Dormann
Chairman of the Board of
Directors

 

June 13, 2006

 

8,600

 

CHF 12.80

Michel Demaré
Chief Financial Officer and
member of the Executive
Committee

 

June 14, 2006

 

2,000

 

CHF 13.05

 

Members of the Board of Directors receive at least 50 percent (and may elect to receive a higher ratio) of their net compensation (i.e., after deduction of social security costs and withholding tax, where applicable) in ABB’ registered shares, which they are entitled to receive at a discount of 10 percent of the average share trading price during a 30-day reference period.   ABB Ltd announces that on July 6, 2006 the following members of the Board of Directors of ABB have been granted ABB’s registered shares, in the following amounts:

Name and Position

 

Number  of shares
granted

 

Price per share

 

Value of grant

Jürgen Dormann
Chairman of the Board
of Directors

 

16,414

 

CHF 16

 

CHF 262,624

Roger Agnelli
Member of the Board
of Directors

 

6,431

 

CHF 16

 

CHF 102,896

Louis R. Hughes
Member of the Board
of Directors

 

3,125

 

CHF 16

 

CHF 51,440

Hans Ulrich Märki
Member of the Board
of Directors

 

9,799

 

CHF 16

 

CHF 156,784

Michel de Rosen
Member of the Board
of Directors

 

3,215

 

CHF 16

 

CHF 51,440

Michael Treschow
Member of the Board
of Directors

 

2,976

 

CHF 16

 

CHF 47,616

Bernd W. Voss
Member of the Board
of Directors

 

7,215

 

CHF 16

 

CHF 115,440

Jacob Wallenberg
Member of the Board
of Directors

 

3,215

 

CHF 16

 

CHF 51,440

 

3




 

Press Release

 

ABB

 

 

ABB Q2 orders and profit rise sharply

·      Strong order development continues across most divisions and regions

·      EBIT margin at 10.7 percent on EBIT of $640 million

·      $367 million net income, cash flow from operations at $337 million

Zurich, Switzerland, July 27, 2006 - ABB today reported a sharp increase in orders and profitability for the second quarter of 2006. Earnings before interest and taxes (EBIT) increased to $640 million from $371 million in the same quarter a year ago, reflecting good growth in the two product divisions, and yielding an EBIT margin of 10.7 percent.

Net income increased to $367 million from $126 million in the same quarter in 2005, and cash flow from operating activities amounted to $337 million, an increase of $169 million compared to the same quarter in 2005.

“We continued to deliver strong results in the second quarter,” said Fred Kindle, ABB President and CEO. “We are clearly benefiting from the strong global demand for improved power infrastructure and increased industrial efficiency. On top of that, our efforts to further improve our business performance continue to payoff and we look forward to a solid second half.”

2006 Q2 key figures

 

 

Q2 06

 

Q2 05 1

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

7,279

 

6,129

 

19

%

18

%

Revenues

 

6,001

 

5,696

 

5

%

5

%

EBIT

 

640

 

371

 

73

%

 

 

EBIT margin (%)

 

10.7

%

6.5

%

 

 

 

 

Net income

 

367

 

126

 

 

 

 

 

Net margin (%)

 

6.1

%

2.2

%

 

 

 

 

Basic and diluted net income per share ($)

 

0.17

 

0.06

 

 

 

 

 

Cash flow from operating activities

 

337

 

168

 

 

 

 

 


  1 Adjusted to reflect the reclassification of activities to Discontinued operations

Summary of results

Group orders received increased 19 percent (local currencies: 18 percent) compared to the same quarter in 2005. Continuing demand growth in ABB’s power and automation markets resulted in strong order increases in most divisions and regions - notably a 28-percent increase in Europe (local currencies: 25 percent). Large orders (more than $15 million) made up 13 percent of total orders in the quarter compared to 7 percent in the same quarter a year earlier.

Revenues in the second quarter grew 5 percent (local currencies: 5 percent) versus the year-earlier period. The high proportion of large projects in the order backlog, for which order execution and therefore revenue recognition may extend over several quarters, accounted for most of the difference between order and revenue growth. The order backlog at the end of June 2006 amounted to $15,671 million, an increase of 23 percent (local currencies: 19 percent) compared to the year before.

4




 

 

Press Release

 

ABB

 

The higher EBIT and EBIT margin resulted primarily from higher revenues in the Power Products and Automation Products divisions, as well as improved project quality and execution in the Power Systems and Process Automation divisions. The year-on-year

EBIT comparison also reflects the $66 million EBIT reduction in the 2005 period related to the transformer consolidation program.

ABB continued to strengthen its financial position in the second quarter of 2006 following the settlement of ABB’s Combustion Engineering asbestos liabilities and two capital markets transactions (see Appendix I). Gearing at the end of the quarter was 36 percent compared to 50 percent at the end of the previous quarter, with a net cash position of $302 million compared to net debt of $427 million at the end of the first quarter of 2006.

Cash flow from operating activities was $337 million, an improvement of $169 million versus the second quarter of 2005. Cash flow from financing activities included the payment in May 2006 of a shareholders’ dividend of $203 million for fiscal year 2005.

Finance net1 amounted to negative $64 million in the second quarter and included net charges of $43 million associated with the conversion of the company’s previously outstanding $968-million, 4.625-percent convertible bonds, due in May 2007. This amount will be offset by a corresponding reduction in interest payments during the remainder of 2006. Included in the prior year amount were charges of approximately $40 million for non-asbestos-related litigation issues from the late 1990s.

1                      Finance net is the difference between interest and dividend income and interest and other finance expense.

The effective tax rate in the quarter was 30 percent compared to 37 percent in the same quarter in 2005, primarily the result of earnings increases in lower taxed countries.

Divisional performance Q2 2006

Power Products division

2006 Q2 key figures

 

 

Q2 06

 

Q2 05

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

2,438

 

1,900

 

28

%

27

%

Revenues

 

1,848

 

1,589

 

16

%

15

%

EBIT

 

244

 

111

 

120

%

 

 

EBIT margin (%)

 

13.2

%

7.0

%

 

 

 

 

Cash flow from operating activities

 

160

 

94

 

 

 

 

 

 

Orders improved in the second quarter in all businesses and regions, primarily on the strength of higher base orders. Investments continued by utility customers in western Europe to refurbish existing power infrastructure. In Asia and the Middle East, customer investments continued to support robust economic growth. As a result, orders in Europe, Asia and the Middle East rose at a double-digit pace. Orders in the Americas were modestly higher as continuing demand in the U.S. to replace aging equipment and meet increasing load requirements was dampened by lower order intake in Latin America, primarily Brazil.

5




 

 

 

Press Release

 

ABB

 

Revenues were up in all businesses compared to the same quarter in 2005, reflecting both volume growth and higher prices to compensate for increased raw materials costs, primarily in the transformers business. EBIT more than doubled compared to the second quarter of last year. In addition to the positive impact of higher volumes, operational improvements and higher capacity utilization, the EBIT and EBIT margin comparisons reflect the $66 million EBIT reduction in the year-earlier period related to the transformer consolidation program announced in June 2005. Costs for the program in the second quarter of 2006 amounted to $3 million.

Power Products division

2006 Q2 key figures

 

 

Q2 06

 

Q2 05

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

1,388

 

1,167

 

19

%

18

%

Revenues

 

1,031

 

999

 

35

 

4

%

EBIT

 

62

 

26

 

138

%

 

 

EBIT margin (%)

 

6.0

%

2.6

%

 

 

 

 

Cash flow from/(used in) operating activities

 

31

 

(4

)

 

 

 

 

 

Orders increased in the second quarter of 2006 across all businesses, primarily due to a sharp increase in large orders. Orders grew strongest in Europe, as utilities in western Europe upgraded infrastructure, including power plants and substations, to increase system efficiency and offset higher energy prices. Investments in regional grid connections, such as a large order in Italy for an underwater power transmission link, also drove order growth. Orders in the Middle East and Africa grew, fueled mainly by the ongoing need for new power infrastructure. In Asia, orders were flat (higher in local currencies) as higher orders in India were partly offset by decreases in several other countries, including China. Orders decreased in the Americas as continued growth in North America was more than offset by a decrease in Latin America.

Revenues increased versus the same quarter in 2005 but at a slower pace than orders, reflecting the timing of revenues recorded from large projects in the order backlog. EBIT and EBIT margin increased significantly, primarily due to improved project selection and execution, and higher capacity utilization.

Automation Products division

2006 Q2 key figures

 

 

Q2 06

 

Q2 05

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

1,957

 

1,614

 

21

%

21

%

Revenues

 

1,684

 

1,508

 

12

%

11

%

EBIT

 

262

 

202

 

30

%

 

 

EBIT margin (%)

 

15.6

%

13.4

%

 

 

 

 

Cash flow from operating activities

 

222

 

100

 

 

 

 

 

 

Markets continued to develop favorably in the second quarter of 2006, driving higher orders received in all businesses and regions. Orders grew strongest in the power electronics, machines, drives and motors businesses. Regionally, orders were up in both eastern and western Europe. Orders grew in the Middle East and Africa, driven primarily by demand from the oil and gas sector. Orders from Asia were higher, led by India and China, and were up in the Americas, with growth continuing across most sectors in North America, particularly the U.S.

Revenues increased compared to the same quarter in 2005 due to higher volumes and price increases covering higher raw materials costs. Revenue growth and high levels of capacity utilization were the primary drivers of a 30-percent increase in EBIT and a higher EBIT margin versus the second quarter of

6




 

 

Press Release

 

ABB

 

2005. EBIT also included a $34-million gain on the sale of real estate but it was offset by charges for downsizing operations in Europe and other operational measures.

Process Automation division

2006 Q2 key figures

 

 

Q2 06

 

Q2 05

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

1,682

 

1,252

 

34

%

32

%

Revenues

 

1,300

 

1,316

 

(1

%)

(1

%)

EBIT

 

120

 

104

 

15

%

 

 

EBIT margin (%)

 

9.2

%

7.9

%

 

 

 

 

Cash flow from operating activities

 

178

 

75

 

 

 

 

 

 

Demand for automation solutions, both base and large orders, continued to grow strongly across all sectors and most regions, driven mainly by the need for greater industrial efficiency in the face of high oil prices. The strongest growth was recorded in the marine, oil and gas, chemical and pharmaceutical, and pulp and paper businesses. Regionally, orders increased in Europe, the Americas and Asia, but were slightly lower in the Middle East and Africa compared to the same quarter the year before.

Revenues in the quarter were flat versus the second quarter of 2005 despite the very strong order increase, reflecting the timing of revenue recognition on project and system orders. Ongoing operational improvements and tighter execution of large projects resulted in a 15-percent increase in EBIT compared to the same quarter a year earlier despite the flat revenue development.

Robotics division

2006 Q2 key figures

 

 

Q2 06

 

Q2 05

 

Change

 

$ millions unless otherwise indicated

 

 

 

 

 

US$

 

Local

 

Orders

 

268

 

512

 

(48

%)

(48

%)

Revenues

 

332

 

423

 

(22

%)

(21

%)

EBIT

 

7

 

27

 

(74

%)

 

 

EBIT margin (%)

 

2.1

%

6.4

%

 

 

 

 

Cash flow from operating activities

 

43

 

10

 

 

 

 

 

 

Orders decreased significantly in the second quarter as weak demand continued in the automotive market, which accounts for 75-80 percent of the division’s business. Orders grew in the non-automotive general industry sectors, such as packaging, consumer electronics and food. Orders were lower in all regions.

Revenues were also lower compared to the same quarter in 2005, reflecting the decreased order backlog. The division continued implementing a series of operational measures announced in the first quarter of 2006 and, as a result, recorded related additional costs as well as reserves for a loss order in the systems business. As a result, EBIT and EBIT margin were sharply lower than in the same quarter of 2005. The company expects these measures to continue to impact the division’s performance for the full year.

Non-core activities and Corporate

Non-core activities in the second quarter generated EBIT of $17 million versus an EBIT loss of $7 million in the same quarter in 2005. Headquarters and stewardship costs decreased to $72 million compared to

7




 

 

Press Release

 

ABB

 

$92 million in the second quarter of 2005 as cost reductions continued at both the local and Zurich head offices.

Asbestos

ABB’s Plan of Reorganization for Combustion Engineering (CE), an ABB subsidiary in the U.S., was confirmed by the U.S. District Court for Delaware on March 1, 2006 and made effective on April 21, 2006. Further details on the impact of this step on ABB’s consolidated financial statements can be found in Appendix I.

On April 21, 2006, ABB also filed a separate asbestos-related pre-packaged Plan of Reorganization for another U.S. subsidiary, ABB Lummus Global Inc., with a U.S. Bankruptcy Court. The Lummus Plan was confirmed by the Bankruptcy Court on June 29 and subsequently affirmed by the District Court on July 21,2006. Assuming there are no appeals, the Lummus Plan should become final by the end of August 2006.

Outlook for the remainder of 2006

ABB’s outlook for the remainder of 2006 remains positive. Demand for power transmission and distribution infrastructure is expected to continue growing in Asia and the Middle East. Equipment replacement and improved network efficiency and reliability are forecast to be the key drivers of higher demand in Europe and North America.

The company expects automation-related industrial investments to continue in most sectors, notably metals and minerals, marine and oil and gas. Overall, automation-related demand growth is expected to be strongest in Asia and the Americas over the rest of the year, with more modest growth in Europe.

While ABB’s overall market environment is currently very favorable, business risks include the impact of price volatility for oil and other commodities on the global economy and the potential for further political instability in the Middle East.

8




 

 

Press Release

 

ABB

 

More information

The 2006 Q2 results press release and presentation slides are available from July 27, 2006 on the ABB News Center at www.abb.com/news and on the Investor Relations homepage at www.abb.com/investorrelations.

ABB will host a media call today starting at 10:00 a.m. Central European Time (CET). U.K. callers should dial +4420 71070611; from Sweden, +46 8 5069 2105; from the U.S. and Canada +1 (1) 866 291 4166; and from the rest of Europe, +41 91 610 56 00. Lines will be open 15 minutes before the start of the conference. Audio playback of the call will start one hour after the call ends and will be available for 72 hours: Playback numbers: +44 20 7108 6233 (U.K.), +41 91 612 4330 (rest of Europe) or +1 8664162558 (U.S./Canada). The code is 561, followed by the # key.

A conference call for analysts and investors is scheduled to begin today at 2:00 p.m. CET (8:00 a.m. EDT). Callers should dial +1 412 858 4600 (from the U.S./Canada) or +41 91 610 56 00 (Europe and the rest of the world). Callers are requested to phone in 10 minutes before the start of the call. The audio playback of the call will start one hour after the end of the call and be available for 96 hours. Playback numbers: +1 8664162558 (U.S./Canada) or +41 91 6124330 (Europe and the rest of the world). The code is 494, followed by the # key.

Investor calendar 2006

 

 

 

 

Q3 2006 results

 

October 26, 2006

 

 

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 107,000 people.

Zurich, July 27,2006

Fred Kindle, CEO

Important notice about forward-looking information

This press release includes forward-looking information and statements including the section entitled “Outlook for the remainder of 2006,” as well as other statements concerning the outlook for our business. These statements are based on current expectations, estimates and projections about the factors that may affect our future performance, including global economic conditions, the economic conditions of the regions and industries that are major markets for ABB Ltd. These expectations, estimates and projections are generally identifiable by statements containing words such as “expects,” “believes,” “estimates,” “targets,” “plans” or similar expressions. However, there are many risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking information and statements made in this press release and which could affect our ability to achieve any or all of our stated targets. The important factors that could cause such differences include, among others, the amount of revenues we are able to generate from backlog and orders received, raw materials prices, market acceptance of new products and services, changes in governmental regulations and costs associated with compliance activities, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in ABB Ltd’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 20-F. Although ABB Ltd believes that its expectations reflected in any such forward-looking statement are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved.

For more information please contact:

 

 

 

 

 

 

 

 

Media Relations:

 

 

 

Investor Relations:

 

 

 

ABB Ltd

Thomas Schmidt, Wolfram Eberhardt

 

 

 

Switzerland: Tel. +41 43 317 7111

 

 

 

Affolternstrasse 44

(Zurich, Switzerland)

 

 

 

Sweden: Tel. +46 21 325 719

 

 

 

CH-8050 Zurich, Switzerland

Tel: +41 43 317 6568

 

 

 

USA: Tel. +1 203 750 7743

 

 

 

 

Fax: +41 43 317 7958

 

 

 

Investor.relations@ch.abb.com

 

 

 

 

Media.relations@ch.abb.com

 

 

 

 

 

 

 

 

 

9




 

Press Release

 

ABB

 

ABB second quarter (Q2) and first half (H1) 2006 key figures

 

 

 

 

Q2 06

 

Q2 05

 

Change

 

H1 06

 

H1 05

 

Change

 

 

 

 

 

 

 

 

 

US$

 

Local

 

 

 

 

 

US$

 

Local

 

Orders

 

Group

 

7,279

 

6,129

 

19

%

18

%

14,369

 

12,295

 

17

%

19

%

 

 

Power Products

 

2,438

 

1,900

 

28

%

27

%

4,773

 

3,704

 

29

%

30

%

 

 

Power Systems

 

1,388

 

1,167

 

19

%

18

%

2,694

 

2,141

 

26

%

29

%

 

 

Automation Products

 

1,957

 

1,614

 

21

%

21

%

3,901

 

3,219

 

21

%

25

%

 

 

Process Automation

 

1,682

 

1,252

 

34

%

32

%

3,341

 

2,851

 

17

%

20

%

 

 

Robotics

 

268

 

512

 

(48

%)

(48

%)

594

 

918

 

(35

%)

(34

%)

 

 

Non-core activities

 

477

 

362

 

32

%

30

%

781

 

728

 

7

%

10

%

 

 

Corporate (consolidation)

 

(931

)

(678

)

 

 

 

 

(1,715

)

(1,266

)

 

 

 

 

Revenues

 

Group

 

6,001

 

5,696

 

5

%

5

%

11,421

 

10,756

 

6

%

9

%

 

 

Power Products

 

1,848

 

1,589

 

16

%

15

%

3,336

 

2,968

 

12

%

14

%

 

 

Power Systems

 

1,031

 

999

 

3

%

4

%

2,043

 

1,885

 

8

%

11

%

 

 

Automation Products

 

1,684

 

1,508

 

12

%

11

%

3,214

 

2,904

 

11

%

14

%

 

 

Process Automation

 

1,300

 

1,316

 

(1

%)

(1

%)

2,535

 

2,473

 

3

%

5

%

 

 

Robotics

 

332

 

423

 

(22

%)

21

%

665

 

773

 

(14

%)

(11

%)

 

 

Non-core activities

 

432

 

489

 

(12

%)

12

%

790

 

925

 

(15

%)

(12

%)

 

 

Corporate (consolidation)

 

(626

)

(628

)

 

 

 

 

(1,162

)

(1,172

)

 

 

 

 

EBIT

 

Group

 

640

 

371

 

73

%

 

 

1,149

 

762

 

51

%

 

 

 

 

Power Products

 

244

 

111

 

120

%

 

 

415

 

236

 

76

%

 

 

 

 

Power Systems

 

62

 

26

 

138

%

 

 

110

 

65

 

69

%

 

 

 

 

Automation Products

 

262

 

202

 

30

%

 

 

483

 

389

 

24

%

 

 

 

 

Process Automation

 

120

 

104

 

15

%

 

 

238

 

197

 

21

%

 

 

 

 

Robotics

 

7

 

27

 

(74

%)

 

 

8

 

51

 

(85

%)

 

 

 

 

Non-core activities

 

17

 

(7

)

N/A

 

 

 

48

 

18

 

167

%

 

 

 

 

Corporate

 

(72

)

(92

)

 

 

 

 

(153

)

(197

)

 

 

 

 

EBIT margin (%)

 

Group

 

10.7

%

6.5

%

 

 

 

 

10.1

%

7.1

%

 

 

 

 

 

 

Power Products

 

13.2

%

7.0

%

 

 

 

 

12.4

%

8.0

%

 

 

 

 

 

 

Power Systems

 

6.0

%

2.6

%

 

 

 

 

5.4

%

3.4

%

 

 

 

 

 

 

Automation Products

 

15.65

 

13.4

%

 

 

 

 

15.0

%

13.4

%

 

 

 

 

 

 

Process Automation

 

9.2

%

7.9

%

 

 

 

 

9.4

%

8.0

%

 

 

 

 

 

 

Robotics

 

2.1

%

6.4

%

 

 

 

 

1.2

%

7.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABB Q2 2006 orders received and revenues by region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ millions

 

Orders received

 

Change

 

Revenues

 

Change

 

 

 

Q2 06

 

Q2 05

 

US$

 

Local

 

Q2 06

 

Q2 05

 

US$

 

Local

 

Europe

 

3,796

 

2,970

 

28

%

25

%

2,929

 

2,975

 

(2

%)

(3

%)

Americas

 

1,064

 

1,186

 

(10

%)

(11

%)

1,101

 

1,004

 

10

%

9

%

Asia

 

1,726

 

1,441

 

20

%

21

%

1,416

 

1,228

 

15

%

17

%

Middle East and Africa

 

693

 

532

 

30

%

34

%

555

 

489

 

13

%

16

%

Group total

 

7,279

 

6,129

 

19

%

18

%

6,001

 

5,696

 

5

%

5

%

 

 

10




 

Press Release                                                                                                                                               ABB

 

Appendix 1

Impact on on ABB’s consolidated financial statements following the Modified CE Plan of
Reorganization becoming effective

On April 21, 2006, the Modified CE Plan of Reorganization for Combustion Engineering (CE), a subsidiary of ABB in the U.S., became effective. Certain actions taken in connection with making the Plan effective resulted in changes to the company’s consolidated financial statements for the second quarter and six month period ended June 30, 2006. These changes are summarized below. For additional information, regarding the background of the Modified CE Plan of Organization and our asbestos obligations, please refer to ABB’s 2005 Annual Report on Form 20-F.

Balance sheet impacts

Prior to the effective date, ABB classified all asbestos obligations as current liabilities in Provisions and other in the company’s consolidated balance sheets. Following the effective date, asbestos obligations have been separately disclosed on the consolidated balance sheet consistent with their underlying maturities. Prior period amounts have been reclassified to Asbestos obligations to conform with the current presentation.

The 30,298,913 ABB shares reserved to cover part of ABB’s asbestos liabilities were contributed to the Combustion Engineering 524(g) Asbestos Personal Injury Trust (PI Trust) on April 20, 2006, and resulted in a reduction in the item Asbestos obligations by $407 million, the fair value of the shares on the date of contribution. This amount was offset by a corresponding increase in the item Capital stock and additional paid-in capital.

Following the effective date of the Plan, the company reclassified certain amounts of ABB promissory notes and other required asbestos contributions to non-current liabilities and discounted such amounts at ABB’s incremental borrowing rate. Specifically, approximately $355 million ($320 million on a discounted basis) of the $504 million of ABB promissory notes and other contributions were reclassified from current Asbestos obligations to non-current Asbestos obligations during the second quarter. Additionally, during the second quarter ABB made payments of approximately $17 million to the PI Trust. Following these payments, current Asbestos obligations related to the Plan as of June 30, 2006 amounted to approximately $132 million ($128 million on a discounted basis).

Also on April 20, 2006, CE contributed $236 million of assets, included in Receivables, net and Financing receivables, representing insurance receivable assets, including restricted cash received from insurance carriers under settlement agreements, to the PI Trust. On the same date, CE also transferred its remaining asbestos liabilities ($267 million) included in Asbestos obligations, and formally issued a $20-million convertible note (classified as non-current Asbestos obligations), secured by its Windsor, Connecticut real estate assets, to the PI Trust in accordance with the Plan.

The Company maintains additional obligations, classified as current Asbestos obligations, of approximately $89 million related primarily to the Lummus Plan and additional CE liabilities.

Income statement impacts

The total discount adjustment on the value of the ABB promissory notes described above and other required contributions resulted in non-cash income of approximately $45 million, which is reflected in the item Income (loss) from discontinued operations, net of tax in the company’s second quarter 2006 income statement. All future accretion of this discount will be classified as Interest and other finance expense in ABB’s consolidated financial statements consistent with maturities of the related obligations. Also included in the item Income (loss) from discontinued operations, net of tax for the second quarter is approximately $15 million of litigation and other costs related to the finalization of the CE Plan and our asbestos obligations.

In addition, the mark-to-market accounting treatment of the ABB CE Settlement Shares contributed to the PI Trust, for the period from the beginning of the second quarter until April 20, 2006, resulted in an expense of approximately $25 million ($114 million year-to-date) in the item Income (Ioss) from discontinued operations, net of tax in ABB’s consolidated income statement.

11




 

Press Release                                                                                                                                               ABB

 

Debt securities transactions in the second quarter

In May 2006, approximately 98 percent of the holders of ABB’s previously outstanding $968-million, 4.625-percent convertible bonds due in May 2007 accepted the company’s offer to convert the bonds. ABB then exercised its right under the terms of the bonds to call the remainder of those bonds. The conversion resulted in the issuance of approximately 105 million new ABB shares. Net costs of $43 million associated with the conversion were recorded in the consolidated income statement in Interest and other finance expense, net. Also as a result of the transaction, ABB’s total debt decreased by approximately $930 million and equity increased by the same amount.

ABB also completed a bond exchange offering to extend the maturity profile of its outstanding public debt. The offering related to its 9.S-percent €500-million bonds due 2008, and its 10-percent £200-million bonds due 2009. Following an aggregate 87-percent acceptance of the offer, ABB issued a new 4.625-percent €700-million bond due 2013. As a result, the principal remaining amount outstanding for the 2008 bonds is approximately €77 million, and approximately £20 million for the 2009 bonds.

Employee benefits funding

During the six months ended June 30, 2006 ABB made $310 million of contributions, including discretionary contributions of approximately $200 million, to its pension and other post-retirement benefit plans. The majority of the current year contributions have been made in the form of marketable securities. ABB may make additional discretionary pension contributions during the remainder of 2006.

Appendix II

Reconciliation of financial measures Q2 2006

 

Q2 06

 

Q2 05

 

$ million unless otherwise indicated

 

 

 

 

 

EBIT Margin

 

 

 

 

 

Earnings before interest and taxes

 

640

 

371

 

Revenues

 

6,001

 

5,696

 

EBIT Margin

 

10.7

%

6.5

%

 

 

 

 

 

 

Net margin:

 

367

 

126

 

Net income

 

6,001

 

5,696

 

Revenues

 

6.1

%

2.2

%

Net margin

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30,
2006

 

At Mar. 31,
2006

 

Net debt:

 

 

 

 

 

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

 

176

 

168

 

Long-term debt

 

3,091

 

3,966

 

Total debt

 

3,267

 

4,134

 

Cash and equivalents

 

3,128

 

3,066

 

Marketable securities and short-term investments

 

441

 

641

 

Cash and marketable securities

 

3,569

 

3,707

 

Net debt (cash)

 

(302

)

427

 

 

 

 

 

 

 

Gearing:

 

 

 

 

 

Total debt

 

 

 

 

 

Total debt

 

3,267

 

4,134

 

Total stockholders’ equity

 

5,380

 

3,834

 

Minority interest

 

336

 

376

 

Gearing

 

36

%

50

%

 

 

 

 

 

 

 

12




 

Press Release                                                                                                                                               ABB

 

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

Net debt is a financial measure that is calculated as our total debt less cash and equivalents less our marketable securities and short term investments.

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

Local currencies

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

Segment reporting

As disclosed in our 2005 Annual Report on Form 20-F, beginning in the first quarter of 2006, ABB modified its reporting from two primary reportable segments to five primary reportable segments due to organizational changes to strengthen the Company’s focus on customer relationships and growth. Therefore the segment disclosures for 2005 have been reclassified to conform to the current presentation.

13




 

Press Release                                                                                                                                               ABB

 

ABB Ltd Consolidated Income Statements

 

 

Six months ended

 

Three months ended

 

 

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

$ million, except share data (unaudited)

 

2006

 

2005

 

2006

 

2005

 

Sales of products

 

$

9,747

 

$

9,125

 

$

5,176

 

$

4.837

 

Sales of services

 

1,674

 

1,631

 

825

 

859

 

Total revenues

 

11,421

 

10,756

 

6,001

 

5,696

 

Cost of products

 

(7,113

)

(6,942

)

(3,754

)

(3,717

)

Cost of services

 

(1,139

)

(1,121

)

(562

)

(588

)

Total cost of sales

 

(8,252

)

(8,063

)

(4,316

)

(4,305

)

Gross profit

 

3,169

 

2,693

 

1,685

 

1,391

 

Selling, general & administrative expenses

 

(2,102

)

(1,976

)

(1,105

)

(1,014

)

Other income (expense) net

 

82

 

45

 

60

 

(6

)

Earnings before interest and taxes

 

1,149

 

762

 

640

 

371

 

Interest and dividend income

 

83

 

80

 

49

 

45

 

Interest and other finance expense

 

(181

)

(218

)

(113

)

(141

)

Income from continuing operations before taxes and minority interest

 

1,051

 

624

 

576

 

275

 

Provision for taxes

 

(320

)

(220

)

(170

)

(103

)

Minority interest

 

(80

)

(48

)

(49

)

(28

)

Income from continuing operations

 

651

 

356

 

357

 

144

 

Income (loss) from discontinued operations, net of tax

 

(80

)

(31

)

10

 

(18

)

Net income

 

$

571

 

$

325

 

$

367

 

$

126

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.31

 

$

0.18

 

$

0.17

 

$

0.07

 

Income (loss) from discontinued operations, net of tax

 

(0.04

)

(0.02

)

 

(0.01

)

Net income

 

$

0.27

 

$

0.16

 

$

0.17

 

0.06

 

Average basic shares (in millions)

 

2,080

 

2,028

 

2,124

 

2,028

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.30

 

$

0.17

 

$

0.16

 

0.07

 

Income (loss) from discontinued operations, net of tax

 

(0.03

)

(0.01

)

0.01

 

(0.01

)

Net income

 

$

0.27

 

$

0.16

 

$

0.17

 

$

0.06

 

Average diluted shares (in millions)

 

2,199

 

2,134

 

2,243

 

2,136

 

 

14




 

Press Release

ABB

 

ABB Ltd Consolidated Balance Ssheets

 

 

 

June 30,

 

December 31,

 

$ millions, (unaudited)

 

2006

 

2005

 

 

 

 

 

 

 

Cash and equivalents

 

$

3,128

 

$

3,226

 

Marketable securities & short-term investments

 

441

 

368

 

Receivables, net

 

6,930

 

6,515

 

Inventories, net

 

3,810

 

3,074

 

Prepaid expenses

 

230

 

251

 

Deferred taxes

 

507

 

473

 

Other current assets

 

252

 

189

 

Assets held for sale and in discontinued operations

 

34

 

52

 

Total current assets

 

15,332

 

14,148

 

 

 

 

 

 

 

Financing receivables

 

587

 

645

 

Property, plant and equipment, net

 

2,690

 

2,565

 

Goodwill

 

2,542

 

2,479

 

Other intangible assets, net

 

335

 

349

 

Prepaid pension and other employee benefits

 

631

 

605

 

Investments in equity method companies

 

622

 

618

 

Deferred taxes

 

619

 

628

 

Other non-current assets

 

181

 

239

 

Total assets

 

$

23,539

 

$

22,276

 

 

 

 

 

 

 

Accounts payable, trade

 

$

3,740

 

$

3,321

 

Accounts payable, other

 

1,214

 

1,172

 

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

 

176

 

169

 

Advances from customers

 

1,247

 

1,005

 

Deferred taxes

 

225

 

187

 

Provisions and other

 

2,683

 

2,641

 

Accrued expenses

 

1,835

 

1,909

 

Asbestos obligations

 

217

 

1,128

 

Liabilities held for sale and in discontinued operations

 

63

 

74

 

Total current liabilities

 

11,400

 

11,606

 

 

 

 

 

 

 

Long-term debt

 

3,091

 

3,933

 

Pension and other employee benefits

 

1,107

 

1,233

 

Deferred taxes

 

776

 

692

 

Asbestos obligations

 

340

 

 

Other liabilities

 

1,109

 

988

 

Total liabilities

 

17,823

 

18,452

 

 

 

 

 

 

 

Minority interest

 

336

 

341

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital

 

4,451

 

3,121

 

Retained earnings

 

2,828

 

2,460

 

Accumulated other comprehensive loss

 

(1,794

)

(1,962

)

Less: Treasury stock, at cost (8,882,835 and 11,531,106 shares at June 30, 2006 and December 31, 2005)

 

(105

)

(136

)

Total stockholders’ equity

 

5,380

 

3,483

 

Total liabilities and stockholder’s equity

 

$

23,539

 

$

22,276

 

 

15




 

Press Release

ABB

 

ABB Ltd Consolidated Statements of Cash Flows

 

 

Six months ended

 

Three months ended

 

 

 

  June 30,  

 

June 30,

 

June 30,

 

June 30,

 

$ millions (unaudited)

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

571

 

$

325

 

$

367

 

$

126

 

Net income

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

274

 

287

 

139

 

145

 

Provisions

 

109

 

61

 

(57

)

102

 

Pension and postretirement benefits

 

8

 

39

 

(10

)

24

 

Deferred taxes

 

73

 

30

 

25

 

(1

)

Net gain from sale of property, plant and equipment

 

46

 

(34

)

(37

)

(16

)

Income from equity accounted companies

 

44

 

(53

)

(20

)

(20

)

Minority interest

 

79

 

48

 

48

 

28

 

Other

 

3

 

69

 

77

 

39

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Trade receivables

 

(252

)

(309

)

(177

)

(295

)

Inventories

 

(476

)

(537

)

(108

)

(196

)

Trade payables

 

215

 

85

 

80

 

149

 

Other assets and liabilities, net

 

(122

)

(53

)

10

 

83

 

Net cash provided by (used in) operating activities

 

376

 

(42

)

337

 

168

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

Changes in financing receivables

 

27

 

109

 

20

 

54

 

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

 

(1,919

)

(828

)

(676

)

(114

)

Purchases of property, plant and equipment and intangible assets

 

(212

)

(180

)

(123

)

(101

)

Acquisition of businesses (net of cash acquired)

 

 

(13

)

 

(6

)

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

 

1,826

 

937

 

798

 

742

 

Proceeds from sales of property, plant and equipment

 

60

 

32

 

46

 

10

 

Proceeds from sales of businesses (net of cash disposed)

 

22

 

(43

)

9

 

(7

)

Net cash provided by (used in) investing activities

 

(196

)

14

 

74

 

578

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Changes in borrowings with maturities of 90 days or less

 

40

 

40

 

17

 

39

 

Increases in borrowings

 

66

 

80

 

49

 

8

 

Repayment of borrowings

 

(80

)

(330

)

(42

)

(72

)

Payments made upon bond conversion

 

(72

)

 

(72

)

 

Payments made upon bond exchange

 

(114

)

 

(114

)

 

Payment of dividends

 

(203

)

 

(203

)

 

Other

 

(48

)

(24

)

(71

)

(43

)

Net cash used in financing activities

 

(411

)

(234

)

(436

)

(68

)

 

 

 

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

133

 

(226

)

87

 

(93

)

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

 

 

(3

)

 

(14

)

Net change in cash and equivalents - continuing operations

 

(98

)

(491

)

62

 

571

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents beginning of period

 

3,226

 

3,676

 

3,066

 

2,614

 

Cash and equivalents end of period

 

$

3,128

 

$

3,185

 

$

3,128

 

$

3,185

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

136

 

$

155

 

$

68

 

$

83

 

Taxes paid

 

$

272

 

$

145

 

$

143

 

$

26

 

 

16




 

Press Release

ABB

 

ABB Ltd Consolidated Statements of Changes in Stockholders’ Equity

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

$ millions (unaudited)

 

Capital stock
and
additional
pain-in
capital

 

Retained
earnings

 

Foreign
current
translation
adjustment

 

Unrealized
gain (loss) on
avaliable
for-sale
securites

 

Minimum
pension
liability
adjustment

 

Unrealized
gain (loss)
of cash
flow hedge
derivatives

 

Total
accumulated
other
comprehensive
loss

 

Treasury
stock

 

Total
stockholders’
equity

 

Balance at January 1, 2005

 

$

3,083

 

$

1,725

 

$

(1,708

)

$

12

 

$

(206

)

$

56

 

$

(1,846

)

$

(138

)

$

2,824

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

325

 

 

 

 

 

 

 

 

 

 

 

 

 

325

 

Foreign currency translation adjustments

 

 

 

 

 

$

(51

)

 

 

 

 

 

 

$

(51

)

 

 

(51

)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum pension liability adjustments, net of tax

 

 

 

 

 

 

 

 

 

23

 

 

 

23

 

 

 

23

 

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

 

 

 

 

 

 

 

 

 

 

 

(75

)

(75

)

 

 

(75

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

222

 

Balance at June 30, 2005

 

$

3,083

 

$

2,050

 

$

(1,759

)

$

12

 

$

(183

)

$

(19

)

$

(1,949

)

$

(138

)

$

3,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2006

 

$

3,121

 

$

2,460

 

$

(1,756

)

$

1

 

$

(214

)

$

7

 

$

(1,962

)

$

(136

)

$

3,483

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

571

 

 

 

 

 

 

 

 

 

 

 

 

 

571

 

Foreign currency translation adjustments

 

 

 

 

 

88

 

 

 

 

 

 

 

88

 

 

 

88

 

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

 

 

 

 

 

 

 

(6

)

 

 

 

 

(6

)

 

 

(6

)

Minimum pension liability adjustments, net of tax

 

 

 

 

 

 

 

 

 

(16

)

 

 

(16

)

 

 

(16

)

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

 

 

 

 

 

 

 

 

 

 

 

102

 

102

 

 

 

102

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

739

 

Shares issued to Asbestos PI Trust (CE Settlement Shares)

 

407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

407

 

Payment of dividends

 

 

 

(203

)

 

 

 

 

 

 

 

 

 

 

 

 

(203

)

Conversion of convertible bonds

 

903

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 

928

 

Employee incentive plans

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

7

 

Call options

 

19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19

 

Balance at June 30, 2006

 

$

4,451

 

$

2,828

 

$

(1,668

)

$

(5

)

$

(230

)

$

109

 

$

(1,794

)

$

(105

)

$

5,380

 

 

17




 

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 28, 2006

By:

 

/s/ Francois Champagne

 

 

Name:

Francois Champagne

 

Title:

Group Vice President and

 

 

 

Senior Counsel

 

 

 

 

 

By:

 

/s/ Richard A. Brown

 

 

Name:

Richard A. Brown

 

Title:

Group Vice President and

 

 

 

Assistant General Counsel

 

 

18