UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2011

 

Commission File Number 001-16429

 

ABB Ltd

(Translation of registrant’s name into English)

 

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

(Address of principal executive office)

 

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

 

Form 20-F x

Form 40-F o

 

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

 

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

 

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

 

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

 

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

 

Yes o

No x

 

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

 

 

 



 

This Form 6-K consists of the following:

 

1.               Press release issued by ABB Ltd dated April 27, 2011.

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, including by reference in the Registration Statements on Form S-8 (Registration No. 333-129271 and Registration No. 333-171971).

 

2



 

Press Release

 

Net income up 41% as ABB accelerates top line growth

 

·                  Orders up 25%(1) (19% organic(2)); 18% revenue growth (12% organic) at two-year high

·                  Top-line strength and solid business execution lead to higher operational margins

·                  Strong industrial demand; power transmission on track for second-half recovery

 

Zurich, Switzerland, April 27, 2011 — ABB reported a solid doubledigit rise in orders, revenues and earnings, driven by strong industrial efficiency demand, continued utility investment in grid interconnections and upgrades, and a more competitive cost base.

 

Net income rose 41 percent to $655 million while operational EBITDA(3) amounted to approximately $1.3 billion, a 37-percent increase over the same quarter in 2010. The operational EBITDA margin was 15.7 percent compared to 13.8 percent on the strong revenue increase and the success of ongoing cost savings.

 

Orders increased 25 percent and were higher in all divisions. Base orders (below $15 million) were up in all divisions for the second consecutive quarter to reach the highest level since the second quarter of 2008. Revenues increased 18 percent—the strongest growth in two years—on execution of the large order backlog and higher short-cycle product sales.

 

Earnings before interest and taxes (EBIT) increased 43 percent to approximately $1 billion. EBIT includes $107 million of charges related to the Baldor acquisition.

 

“Our results show we’re gaining traction in both growth and profitability,” said Joe Hogan, ABB’s CEO. “We are successfully targeting growth areas and the Baldor acquisition made a great contribution to the results. Our lower cost base also continued to pay off by lifting profitability in our growing businesses and holding margins steady where we’re still waiting for recovery.

 

“Looking ahead, we expect continued strong industrial demand to support our early cycle businesses and we see positive signs that our infrastructure-related businesses in both power and automation are on track for recovery later this year,” Hogan said. “ABB’s long-term key growth drivers remain intact—the increasing need for energy efficiency, industrial productivity and more reliable power infrastructure in both the mature and emerging economies.”

 

2011 Q1 key figures

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

10,357

 

8,067

 

28

%

25

%

Order backlog (end March)

 

29,265

 

25,454

 

15

%

8

%

Revenues

 

8,402

 

6,934

 

21

%

18

%

EBIT

 

1,013

 

709

 

43

%

 

 

as % of revenues

 

12.1

%

10.2

%

 

 

 

 

Operational EBITDA(3)

 

1,319

 

962

 

37

%

 

 

as % of operational revenues(3)

 

15.7

%

13.8

%

 

 

 

 

Net income

 

655

 

464

 

41

%

 

 

Basic net income per share ($)

 

0.29

 

0.20

 

 

 

 

 

Cash flow from operating activities

 

166

 

427

 

 

 

 

 

 


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

(2)  Organic changes exclude the impact of acquisitions (Ventyx and Baldor Electric).

(3)  Operational EBITDA represents earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring-related charges, the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables, and non-recurring charges related to acquisitions (Ventyx and Baldor Electric)—see reconciliation of non-GAAP measures in Appendix 1.

 

3



 

Summary of Q1 2011 results

 

Orders received and revenues

 

Industrial growth in most regions continued to drive demand for ABB products that boost energy efficiency, improve process and power quality and help customers increase the productivity of their production and power assets. This positive demand environment was further supported by high commodity prices, which drives both customer capital expenditures to expand capacity as well as operational investments to improve efficiency and productivity.

 

The continuing trend among utilities in many regions to increase investments for renewable energies and to link power grids was another positive demand driver in the quarter. Orders from utilities in China for technologically advanced equipment used in high- and ultrahigh-voltage direct current transmission systems was a further growth driver and a positive early indicator for the more substantial recovery in demand for power transmission equipment that the company expects in the second half of 2011.

 

Orders were higher in all divisions. The largest improvement was recorded in Discrete Automation and Motion, where the acquisition of Baldor Electric contributed just under half of the 63-percent local-currency increase in orders received. Orders grew 15 percent in Power Products, due in large part to higher orders for transformers in China. Orders rose at a double-digit pace in Low-Voltage Products and Process Automation and were 5 percent higher in Power Systems.

 

Base orders increased 25 percent (19 percent organic) and were up in all divisions. Base orders in Power Products increased for the second consecutive quarter and were 7 percent higher than the first quarter of 2010.

 

Regionally, orders grew 18 percent in Europe and were up in all divisions except Power Products, where orders were steady compared to the same period last year. The acquisition of Baldor Electric contributed to a 41-percent order increase in the Americas, which was further supported by order growth of 11 percent in Power Products and 22 percent in Process Automation. Orders in Asia rose 39 percent, led by 70-percent growth in China. A strong increase in Process Automation orders in the Middle East and Africa could not compensate an order decline in Power Systems in the region, where total orders were 6 percent lower.

 

Emerging market orders rose 22 percent in the quarter while orders from mature markets were 27 percent higher (17 percent organic) than the year before.

 

The order backlog at the end of March reached a record $29 billion, a local-currency increase of 8 percent (7 percent organic) compared to both the end of the first quarter 2010 and the end of 2010.

 

Revenues continued the growth begun in the second half of 2010 on execution of the strong order backlog combined with higher sales of short cycle products and services.

 

The strongest revenue growth was reported in Discrete Automation and Motion—due in large part to the Baldor acquisition—and in Power Systems, where execution of the strong order backlog, especially in the high-voltage direct current (HVDC) and power generation businesses, drove 27-percent revenue growth. Revenues were lower in Power Products as an increase in power distribution-related businesses could not compensate for the lower level of power transmission revenues coming from the weaker order backlog.

 

4



 

On an organic basis, first-quarter orders increased 19 percent and revenues grew 12 percent.

 

Operational earnings and net income

 

EBIT in the first quarter of 2011 amounted to $1 billion, a 43-percent increase compared to the same quarter a year earlier. Higher revenues—including an approximately $420-million contribution from acquisitions—and the favorable impact on profitability from a lower cost base were the main contributors to the improvement.

 

As part of the company’s previously-announced $1-billion cost savings initiative for 2011, savings of approximately $215 million were achieved in the first quarter, of which some 60 percent were derived from low-cost sourcing.

 

As announced with the fourth quarter results in February 2011, ABB will present and discuss its financial results using operational EBITDA as its principle performance indicator starting with the first quarter 2011 results. Management believes that operational EBITDA provides a better measure of operating earnings performance as acquisitions begin to make a larger contribution to ABB’s results.

 

Operational EBITDA in the first quarter of 2011 amounted to $1.3 billion, an increase of 37 percent over the year-earlier period. The operational EBITDA margin was 15.7 percent versus 13.8 percent in the same quarter a year earlier.

 

Net income for the quarter developed in line with EBIT and resulted in basic earnings per share of $0.29 compared to $0.20 in the year-earlier period.

 

Balance sheet and cash flow

 

Net cash at the end of the first quarter was $2.2 billion, down from $6.4 billion at the end of the previous quarter. The decrease mainly reflects the acquisition, completed at the end of January 2011, of Baldor Electric resulting in a total cash outflow of about $4.2 billion. Cash from operating activities declined compared to the strong first quarter of 2010, mainly because of higher working capital needed to support growth. Net working capital increased by approximately $1 billion in the quarter compared to the first quarter of 2010. Excluding acquisitions, net working capital was approximately $600 million higher.

 

Management appointments and board nominations

 

In February 2011, ABB announced the appointment of Frank Duggan to the Group Executive Committee as Head of Global Markets. Duggan succeeded Chief Financial Officer (CFO) Michel Demaré in this role, which represents the company’s market and regional organizations on the Executive Committee. Demaré continues in his role as ABB’s CFO.

 

In March, ABB’s Board of Directors unanimously proposed Ying Yeh as a new member. She is Vice President of Nalco Company and Chairperson of Nalco’s Greater China region, as well as a non-executive director of AB Volvo in Sweden and of the Intercontinental Hotels Group in the UK. The shareholders will vote on her nomination at the company’s next annual general meeting on April 29, 2011.

 

Dr. Bernd W. Voss, who has been a member of the ABB board and chairman of the Finance, Audit and Compliance Committee since 2002, will not seek re-election to the board.

 

5



 

Outlook

 

The global macroeconomic environment in ABB’s major end markets remains favorable. High commodity prices are driving increased customer capital expenditures, while simultaneously supporting spending on efficiency and productivity improvements, including service. Utility spending on power transmission to integrate renewable energy into existing grids and to interconnect national and regional power grids continues to gain momentum. Recent events in Japan and high oil prices are expected to further increase the need for energy-efficient power and automation technologies.

 

Emerging markets will remain the principal drivers of growth in the medium term but demand in the mature economies across all of ABB’s portfolio is also expected to continue growing over the coming quarters.

 

While overcapacity remains in some later-cycle infrastructure-related businesses, prices have stabilized in many sectors and ABB has initiated price increases in selected businesses in 2011, partly to offset increasing raw material costs. Supply bottlenecks related either to increasing demand or to recent events in Japan do not currently pose a significant risk to ABB’s business, but are being monitored closely.

 

Therefore, over the rest of 2011, management will continue to focus on adjusting costs while seeking profitable growth opportunities, both organic and inorganic, based on its leading technology, broad global presence, competitive cost base and strong balance sheet.

 

Divisional performance Q1 2011

 

Power Products

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

2,860

 

2,401

 

19

%

15

%

Order backlog (end March)

 

8,850

 

8,151

 

9

%

2

%

Revenues

 

2,327

 

2,319

 

0

%

-3

%

EBIT

 

331

 

348

 

-5

%

 

 

as % of revenues

 

14.2

%

15.0

%

 

 

 

 

Operational EBITDA(1)

 

385

 

401

 

-4

%

 

 

as % of operational revenues

 

16.5

%

17.3

%

 

 

 

 

Cash flow from operating activities

 

160

 

247

 

 

 

 

 

 


(1) Earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring related charges and the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables—see reconciliation of non-GAAP measures in Appendix 1

 

Orders increased across all businesses in the quarter driven by growing industrial and power distribution demand. Base orders were up 7 percent compared to the first quarter of the previous year. Large orders more than doubled with significant transformer wins in China.

 

Regionally, in addition to growth in Asia, orders also increased in the Americas on higher demand in the U.S., mainly in power distribution. Orders were flat in Europe and slightly lower in the Middle East and Africa.

 

Revenues increased in the power distribution-related businesses but total division revenues declined, mainly reflecting execution of the lower level of power transmission orders from the backlog.

 

Operational EBITDA and operational EBITDA margin were lower than the same period a year earlier, primarily due to lower revenues and price pressure in the transmission sector. This was partly mitigated by cost savings.

 

6



 

Power Systems

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

1,937

 

1,758

 

10

%

5

%

Order backlog (end March)

 

11,498

 

9,861

 

17

%

9

%

Revenues

 

1,833

 

1,384

 

32

%

27

%

EBIT

 

121

 

-14

 

N/A

 

 

 

as % of revenues

 

6.6

%

-1.0

%

 

 

 

 

Operational EBITDA(1)

 

148

 

55

 

169

%

 

 

as % of operational revenues

 

8.1

%

3.9

%

 

 

 

 

Cash flow from operating activities

 

-49

 

-37

 

 

 

 

 

 


(1) Earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring related charges, the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables and non-recurring charges related to acquisitions (Ventyx)—see reconciliation of non-GAAP measures in Appendix 1

 

Base orders increased strongly across all businesses in the quarter, driven mainly by continued utility investments in renewable energy and grid reliability as well as demand for power to support expanding industrial production and infrastructure build-up. This more than compensated the lower level of large orders compared to the same quarter in 2010.

 

Orders for high-voltage direct current (HVDC) technologies helped drive strong double-digit order growth in Europe and Asia. Base order growth in the U.S. and Canada supported an order increase in the Americas. Orders were down in the Middle East and Africa due mainly to a decrease in substation orders.

 

Revenues grew significantly compared to the low levels of a year earlier on execution of the strong order backlog.

 

Operational EBITDA and operational EBITDA margin improved on a combination of higher revenues and the non-recurrence of project-related costs.

 

Discrete Automation & Motion

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

2,344

 

1,408

 

66

%

63

%

Order backlog (end March)

 

4,117

 

3,162

 

30

%

22

%

Revenues

 

1,880

 

1,213

 

55

%

52

%

EBIT

 

220

 

168

 

31

%

 

 

as % of revenues

 

11.7

%

13.8

%

 

 

 

 

Operational EBITDA(1)

 

373

 

203

 

84

%

 

 

as % of operational revenues

 

19.8

%

16.6

%

 

 

 

 

Cash flow from operating activities

 

34

 

59

 

 

 

 

 

 


(1) Earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring related charges, the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables and non-recurring charges related to acquisitions (Baldor Electric)—see reconciliation of non-GAAP measures in Appendix 1

 

Orders increased in all businesses in the quarter as industrial production and the need for improved process quality and energy efficiency continued to grow.

 

Regionally, orders increased most in the Americas, led by the U.S., where the acquisition of Baldor Electric at the end of January 2011 contributed approximately $400 million in orders.

 

Orders in Asia and Europe grew by more than 30 percent. Asia growth was led by an increase of more than 50 percent in China, while India also recorded double-digit order growth. Orders were higher overall in Europe, especially in Germany, Italy and Norway. Orders declined in the Middle East and Africa. Orders were also positively impacted in the quarter by price increases in selected product areas.

 

7



 

Revenues also increased in the quarter in all businesses.

 

Excluding Baldor, orders increased by 34 percent in local currencies and revenues grew 21 percent.

 

Operational EBITDA amounted to $373 million, an increase of 84 percent compared to the same quarter in 2010, on higher revenues, the continued turnaround in robotics and the contribution from Baldor. The operational EBITDA margin was 19.8 percent versus 16.6 percent in the year-earlier period.

 

Cash from operations in the quarter is after approximately $80 million of payments relating to the Baldor transaction.

 

Low-Voltage Products

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

1,409

 

1,106

 

27

%

25

%

Order backlog (end March)

 

1,108

 

816

 

36

%

30

%

Revenues

 

1,195

 

1,011

 

18

%

16

%

EBIT

 

230

 

150

 

53

%

 

 

as % of revenues

 

19.2

%

14.8

%

 

 

 

 

Operational EBITDA(1)

 

257

 

178

 

44

%

 

 

as % of operational revenues

 

21.5

%

17.6

%

 

 

 

 

Cash flow from operating activities

 

14

 

76

 

 

 

 

 

 


(1) Earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring related charges and the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables—see reconciliation of non-GAAP measures in Appendix 1

 

Orders grew in all businesses and regions as general industrial demand remained strong and the construction sector improved in parts of Europe and Asia. Orders were also supported by higher prices to compensate increased raw material costs.

 

Asia recorded the largest order increase, led by China and India. Orders increased at a double-digit pace in Europe, led by Italy and Germany. Orders also rose in the Middle East and Africa.

 

Revenues grew at a double-digit pace in the product businesses but were down in the low-voltage systems business, mainly reflecting the timing of project execution.

 

Operational EBITDA and operational EBITDA margin increased on higher revenues, a positive product mix in the quarter and the continued impact of cost reduction measures.

 

Process Automation

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

2,606

 

2,115

 

23

%

21

%

Order backlog (end March)

 

6,447

 

5,729

 

13

%

6

%

Revenues

 

1,900

 

1,735

 

10

%

6

%

EBIT

 

239

 

159

 

50

%

 

 

as % of revenues

 

12.6

%

9.2

%

 

 

 

 

Operational EBITDA(1)

 

234

 

181

 

29

%

 

 

as % of operational revenues

 

12.4

%

10.5

%

 

 

 

 

Cash flow from operating activities

 

77

 

137

 

 

 

 

 

 


(1) Earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring related charges and the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables—see reconciliation of non-GAAP measures in Appendix 1

 

Orders increased across most businesses and all regions in the first quarter as high prices for commodities like oil, copper and iron ore supported customer investments to increase capacity and improve the performance of existing assets. Both base and large orders grew in the

 

8



 

quarter, while lifecycle service orders increased by more than 20 percent, mainly in the minerals, metals and pulp and paper sectors.

 

Regionally, orders grew strongest in the Middle East and Africa, mainly the result of a large order for a gas compression plant in Africa. Asia order growth was driven by demand from the oil and gas and marine sectors, while orders from Europe and the Americas also recorded double digit growth compared to the same period in 2010.

 

Revenue growth in the quarter was driven by higher product sales, led by turbocharging and measurement products, and by a double-digit increase in lifecycle service revenues. This favorable product mix also contributed to the improvement in operational EBITDA and operational EBITDA margin in the quarter, along with continued benefits from cost reduction programs.

 

9



 

More information

 

The 2011 Q1 results press release is available from April 27, 2011, on the ABB News Center at www.abb.com/news and on the Investor Relations homepage at www.abb.com/investorrelations, where a presentation for investors will also be published. A video from Chief Executive Officer Joe Hogan on ABB’s first-quarter 2011 results will be available at 07:00 am today at www.youtube.com/abb.

 

ABB will host a media conference call starting at 10:00 a.m. Central European Time (CET). U.K. callers should dial +44 203 059 58 62. From Sweden, +46 8 5051 00 31, 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 24 hours: Playback numbers: +44 20 7108 6233 (U.K.), +41 91 612 4330 (rest of Europe) or +1 866 416 2558 (U.S./Canada). The code is 15778, followed by the # key.

 

A conference call for analysts and investors is scheduled to begin today at 3:00 p.m. CET (2:00 p.m. in the UK, 9:00 a.m. EDT). Callers should dial +1 866 291 4166 from the U.S./Canada (toll-free), +44 203 059 5862 from the U.K., or +41 91 610 56 00 from the rest of the world. Callers are requested to phone in 15 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. You will find the link to access the podcast at www.abb.com.

 

 

Investor calendar 2011

 

 

Annual General Meeting of shareholders, Zurich

 

April 29, 2011

Annual information meeting for shareholders, Västerås

 

May 2, 2011

Q2 2011 results

 

July 21, 2011

Q3 2011 results

 

Oct. 27, 2011

 

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 124,000 people.

 

Zurich, April 27, 2011

Joe Hogan, CEO

 

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” 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.

 

For more information please contact:

 

Media Relations:

Investor Relations:

ABB Ltd

Thomas Schmidt, Antonio Ligi

Switzerland: Tel. +41 43 317 7111

Affolternstrasse 44

(Zurich, Switzerland)

USA: Tel. +1 203 750 7743

CH-8050 Zurich, Switzerland

Tel: +41 43 317 6568

investor.relations@ch.abb.com

 

Fax: +41 43 317 7958

 

 

media.relations@ch.abb.com

 

 

 

10



 

ABB first-quarter (Q1) 2011 key figures

 

 

 

 

 

 

 

Change

 

$ millions unless otherwise indicated

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Orders

 

Group

 

10,357

 

8’067

 

28

%

25

%

 

 

Power Products

 

2,860

 

2’401

 

19

%

15

%

 

 

Power Systems

 

1,937

 

1’758

 

10

%

5

%

 

 

Discrete Automation & Motion

 

2,344

 

1’408

 

66

%

63

%

 

 

Low-Voltage Products

 

1,409

 

1’106

 

27

%

25

%

 

 

Process Automation

 

2,606

 

2’115

 

23

%

21

%

 

 

Corporate and other
(Inter-division eliminations)

 

-799

 

-721

 

 

 

 

 

Revenues

 

Group

 

8,402

 

6’934

 

21

%

18

%

 

 

Power Products

 

2,327

 

2’319

 

0

%

-3

%

 

 

Power Systems

 

1,833

 

1’384

 

32

%

27

%

 

 

Discrete Automation & Motion

 

1,880

 

1’213

 

55

%

52

%

 

 

Low-Voltage Products

 

1,195

 

1’011

 

18

%

16

%

 

 

Process Automation

 

1,900

 

1’735

 

10

%

6

%

 

 

Corporate and other
(Inter-division eliminations)

 

-733

 

-728

 

 

 

 

 

EBIT

 

Group

 

1,013

 

709

 

43

%

 

 

 

 

Power Products

 

331

 

348

 

-5

%

 

 

 

 

Power Systems

 

121

 

-14

 

N/A

 

 

 

 

 

Discrete Automation & Motion

 

220

 

168

 

31

%

 

 

 

 

Low-Voltage Products

 

230

 

150

 

53

%

 

 

 

 

Process Automation

 

239

 

159

 

50

%

 

 

 

 

Corporate and other

 

-128

 

-102

 

 

 

 

 

EBIT %

 

Group

 

12.1

%

10.2

%

 

 

 

 

 

 

Power Products

 

14.2

%

15.0

%

 

 

 

 

 

 

Power Systems

 

6.6

%

-1.0

%

 

 

 

 

 

 

Discrete Automation & Motion

 

11.7

%

13.8

%

 

 

 

 

 

 

Low-Voltage Products

 

19.2

%

14.8

%

 

 

 

 

 

 

Process Automation

 

12.6

%

9.2

%

 

 

 

 

Operational EBITDA*

 

Group

 

1’319

 

962

 

 

 

 

 

 

 

Power Products

 

385

 

401

 

 

 

 

 

 

 

Power Systems

 

148

 

55

 

 

 

 

 

 

 

Discrete Automation & Motion

 

373

 

203

 

 

 

 

 

 

 

Low-Voltage Products

 

257

 

178

 

 

 

 

 

 

 

Process Automation

 

234

 

181

 

 

 

 

 

Operational EBITDA %

 

Group

 

15.7

%

13.8

%

 

 

 

 

 

 

Power Products

 

16.5

%

17.3

%

 

 

 

 

 

 

Power Systems

 

8.1

%

3.9

%

 

 

 

 

 

 

Discrete Automation & Motion

 

19.8

%

16.6

%

 

 

 

 

 

 

Low-Voltage Products

 

21.5

%

17.6

%

 

 

 

 

 

 

Process Automation

 

12.4

%

10.5

%

 

 

 

 

 


* Operational EBITDA represents earnings before interest and taxes, and depreciation and amortization, adjusted for restructuring-related charges, the mark-to-market treatment of hedging transactions along with unrealized foreign exchange movements on receivables/payables, and non-recurring charges related to acquisitions (Ventyx and Baldor Electric)—see reconciliation of non-GAAP measures in Appendix 1.

 

11



 

ABB Q1 2011 orders received and revenues by region

 

 

 

Orders received

 

Change

 

Revenues

 

Change

 

$ millions 

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Q1 11

 

Q1 10

 

US$

 

Local

 

Europe

 

4,090

 

3,433

 

19

%

18

%

3,291

 

2,775

 

19

%

16

%

Americas

 

2,164

 

1,497

 

45

%

41

%

2,008

 

1,314

 

53

%

49

%

Asia

 

3,097

 

2,101

 

47

%

39

%

2,113

 

1,910

 

11

%

6

%

Middle East and Africa

 

1,006

 

1,036

 

-3

%

-6

%

990

 

935

 

6

%

4

%

Group total

 

10,357

 

8,067

 

28

%

25

%

8,402

 

6,934

 

21

%

18

%

 

Operational EBIT and operational EBITDA by division Q1 2011 vs Q1 2010

 

 

 

ABB

 

Power
Products

 

Power
Systems

 

Discrete
Automation

& Motion

 

Low Voltage
Products

 

Process
Automation

 

 

 

Q1 11

 

Q1 10

 

Q1 11

 

Q1 10

 

Q1 11

 

Q1 10

 

Q1 11

 

Q1 10

 

Q1 11

 

Q1 10

 

Q1 11

 

Q1 10

 

Revenues (as per Financial Statements)

 

8’402

 

6’934

 

2’327

 

2’319

 

1’833

 

1’384

 

1’880

 

1’213

 

1’195

 

1’011

 

1’900

 

1’735

 

Derivative impact

 

-15

 

35

 

13

 

3

 

-15

 

32

 

1

 

8

 

-1

 

3

 

-12

 

-12

 

Operational revenues

 

8’387

 

6’969

 

2’340

 

2’322

 

1’818

 

1’416

 

1’881

 

1’221

 

1’194

 

1’014

 

1’888

 

1’723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBIT (as per Financial Statements)

 

1’013

 

709

 

331

 

348

 

121

 

-14

 

220

 

168

 

230

 

150

 

239

 

159

 

Derivative impact

 

-18

 

82

 

9

 

10

 

-8

 

53

 

-2

 

13

 

0

 

1

 

-23

 

6

 

Restructuring-related costs

 

1

 

7

 

-2

 

0

 

5

 

3

 

0

 

3

 

0

 

1

 

-2

 

-2

 

Charges related to significant acquisitions

 

107

 

 

 

 

 

 

 

 

 

 

 

107

 

 

 

 

 

 

 

 

 

 

 

including backlog amortization

 

15

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

 

 

 

 

 

 

 

 

Operational EBIT

 

1’103

 

798

 

338

 

358

 

118

 

42

 

325

 

184

 

230

 

152

 

214

 

163

 

Operational EBIT margin

 

13.2

%

11.5

%

14.4

%

15.4

%

6.5

%

3.0

%

17.3

%

15.1

%

19.3

%

15.0

%

11.3

%

9.5

%

Depreciation & amortization (as per Financial Statements)

 

231

 

164

 

47

 

43

 

30

 

13

 

63

 

19

 

27

 

26

 

20

 

18

 

including total acquisition-related amortization

 

52

 

8

 

4

 

3

 

13

 

0

 

32

 

0

 

1

 

2

 

1

 

2

 

Backlog amortization related to significant acquisitions

 

-15

 

 

 

 

 

 

 

 

 

 

 

-15

 

 

 

 

 

 

 

 

 

 

 

Operational EBITDA

 

1’319

 

962

 

385

 

401

 

148

 

55

 

373

 

203

 

257

 

178

 

234

 

181

 

Operational EBITDA margin

 

15.7

%

13.8

%

16.5

%

17.3

%

8.1

%

3.9

%

19.8

%

16.6

%

21.5

%

17.6

%

12.4

%

10.5

%

 

12



 

Reconciliation of non-GAAP measures
US$ millions

 

 

 

3 months ended Mar. 31,

 

 

 

2011

 

2010

 

EBIT Margin

 

 

 

 

 

(= EBIT as % of revenues)

 

 

 

 

 

 

 

 

 

 

 

Earnings before interest and taxes (EBIT)

 

1’013

 

709

 

Revenues

 

8’402

 

6’934

 

EBIT Margin

 

12.1

%

10.2

%

 

 

 

 

 

 

EBIT as per financial statements

 

1’013

 

709

 

adjusted for the effects of:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on derivatives (FX, commodities, embedded derivatives)

 

(24

)

69

 

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

 

(5

)

17

 

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

 

11

 

(4

)

Restructuring and restructuring-related expenses

 

1

 

7

 

Charges related to significant acquisitions (1)

 

107

 

0

 

Operational EBIT (adjusted)

 

1’103

 

798

 

reversal of:

 

 

 

 

 

Depreciation

 

152

 

133

 

Amortization

 

79

 

31

 

Backlog amortization related to significant acquisitions

 

(15

)

0

 

Operational EBITDA

 

1’319

 

962

 

 

 

 

 

 

 

Revenues as per financial statements

 

8’402

 

6’934

 

adjusted for the effects of:

 

 

 

 

 

Unrealized gains and losses on derivatives

 

10

 

9

 

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

 

(9

)

18

 

Unrealized foreign exchange movements on receivables (and related assets)

 

(16

)

8

 

Operational Revenues

 

8’387

 

6’969

 

 

 

 

 

 

 

Operational EBITDA Margin

 

 

 

 

 

(= Operational EBITDA as % of Operational Revenues)

 

15.7

%

13.8

%

 


(1) Includes $15 million backlog amortization related to acquisitions in the 3 months ended March 31, 2011

 

 

 

Mar. 31,

 

Dec. 31,

 

 

 

2011

 

2010

 

Net Cash

 

 

 

 

 

(= Cash and equivalents plus marketable securities and short-term investments, less total debt)

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

3’649

 

5’897

 

Marketable securities and short-term investments

 

862

 

2’713

 

Cash and marketable securities

 

4’511

 

8’610

 

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

 

1’125

 

1’043

 

Long-term debt

 

1’189

 

1’139

 

Total debt

 

2’314

 

2’182

 

Net Cash

 

2’197

 

6’428

 

 

13



 

Reconciliation of non-GAAP measures (cont’d)

US$ millions

 

 

 

Mar. 31,

 

Dec. 31,

 

 

 

2011

 

2010

 

Net Working Capital

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

10’507

 

9’970

 

Inventories, net

 

6’085

 

4’878

 

Prepaid expenses

 

280

 

193

 

Accounts payable, trade

 

(4’967

)

(4’555

)

Billings in excess of sales

 

(1’685

)

(1’730

)

Employee and other payables

 

(1’469

)

(1’526

)

Advances from customers

 

(1’777

)

(1’764

)

Accrued expenses

 

(1’691

)

(1’644

)

Net Working Capital

 

5’283

 

3’822

 

 

14


 


 

ABB Ltd Interim Consolidated Income Statements (unaudited)

 

 

 

Three months ended

 

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

 

Mar. 31, 2011

 

Mar. 31, 2010

 

 

 

 

 

 

 

Sales of products

 

7,053

 

5,753

 

Sales of services

 

1,349

 

1,181

 

Total revenues

 

8,402

 

6,934

 

Cost of products

 

(4,973

)

(4,058

)

Cost of services

 

(856

)

(790

)

Total cost of sales

 

(5,829

)

(4,848

)

Gross profit

 

2,573

 

2,086

 

Selling, general and administrative expenses

 

(1,263

)

(1,131

)

Non-order related research and development expenses

 

(306

)

(246

)

Other income (expense), net

 

9

 

 

Earnings before interest and taxes

 

1,013

 

709

 

Interest and dividend income

 

18

 

24

 

Interest and other finance expense

 

(51

)

(42

)

Income from continuing operations before taxes

 

980

 

691

 

Provision for taxes

 

(284

)

(201

)

Income from continuing operations, net of tax

 

696

 

490

 

Income from discontinued operations, net of tax

 

 

1

 

Net income

 

696

 

491

 

Net income attributable to noncontrolling interests

 

(41

)

(27

)

Net income attributable to ABB

 

655

 

464

 

 

 

 

 

 

 

Amounts attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

655

 

463

 

Net income

 

655

 

464

 

 

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

0.29

 

0.20

 

Net income

 

0.29

 

0.20

 

 

 

 

 

 

 

Diluted earnings per share attributable to ABB shareholders:

 

 

 

 

 

Income from continuing operations, net of tax

 

0.29

 

0.20

 

Net income

 

0.29

 

0.20

 

 

 

 

 

 

 

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

 

 

 

 

 

Basic earnings per share attributable to ABB shareholders

 

2,284

 

2,290

 

Diluted earnings per share attributable to ABB shareholders

 

2,289

 

2,295

 

 

See Notes to the Interim Consolidated Financial Information

 

15



 

ABB Ltd Interim Consolidated Balance Sheets (unaudited)

 

($ in millions, except share data)

 

Mar. 31, 2011

 

Dec. 31, 2010

 

 

 

 

 

 

 

Cash and equivalents

 

3,649

 

5,897

 

Marketable securities and short-term investments

 

862

 

2,713

 

Receivables, net

 

10,507

 

9,970

 

Inventories, net

 

6,085

 

4,878

 

Prepaid expenses

 

280

 

193

 

Deferred taxes

 

1,025

 

896

 

Other current assets

 

673

 

801

 

Total current assets

 

23,081

 

25,348

 

 

 

 

 

 

 

Financing and other non-current receivables, net

 

431

 

420

 

Property, plant and equipment, net

 

4,843

 

4,356

 

Goodwill

 

6,945

 

4,085

 

Other intangible assets, net

 

1,787

 

701

 

Prepaid pension and other employee benefits

 

189

 

173

 

Investments in equity-accounted companies

 

19

 

19

 

Deferred taxes

 

258

 

846

 

Other non-current assets

 

386

 

347

 

Total assets

 

37,939

 

36,295

 

 

 

 

 

 

 

Accounts payable, trade

 

4,967

 

4,555

 

Billings in excess of sales

 

1,685

 

1,730

 

Employee and other payables

 

1,469

 

1,526

 

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

 

1,125

 

1,043

 

Advances from customers

 

1,777

 

1,764

 

Deferred taxes

 

389

 

357

 

Provisions for warranties

 

1,422

 

1,393

 

Provisions and other current liabilities

 

2,663

 

2,726

 

Accrued expenses

 

1,691

 

1,644

 

Total current liabilities

 

17,188

 

16,738

 

 

 

 

 

 

 

Long-term debt

 

1,189

 

1,139

 

Pension and other employee benefits

 

872

 

831

 

Deferred taxes

 

438

 

411

 

Other non-current liabilities

 

1,658

 

1,718

 

Total liabilities

 

21,345

 

20,837

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Capital stock and additional paid-in capital (2,308,782,064 issued shares at March 31, 2011 and December 31, 2010)

 

1,465

 

1,454

 

Retained earnings

 

16,044

 

15,389

 

Accumulated other comprehensive loss

 

(1,091

)

(1,517

)

Treasury stock, at cost (24,852,156 and 25,317,453 shares at March 31, 2011 and December 31, 2010, respectively)

 

(433

)

(441

)

Total ABB stockholders’ equity

 

15,985

 

14,885

 

Noncontrolling interests

 

609

 

573

 

Total stockholders’ equity

 

16,594

 

15,458

 

Total liabilities and stockholders’ equity

 

37,939

 

36,295

 

 

See Notes to the Interim Consolidated Financial Information

 

16



 

ABB Ltd Interim Consolidated Statements of Cash Flows (unaudited)

 

 

 

Three months ended

 

($ in millions)

 

Mar. 31, 2011

 

Mar. 31, 2010

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income

 

696

 

491

 

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

 

 

 

 

 

Depreciation and amortization

 

231

 

164

 

Pension and other employee benefits

 

(7

)

22

 

Deferred taxes

 

(3

)

24

 

Net gain from sale of property, plant and equipment

 

(9

)

(6

)

Loss from equity-accounted companies

 

 

1

 

Other

 

20

 

14

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade receivables, net

 

15

 

83

 

Inventories, net

 

(500

)

(280

)

Trade payables

 

135

 

25

 

Billings in excess of sales

 

(100

)

42

 

Provisions, net

 

(178

)

(93

)

Advances from customers

 

(36

)

37

 

Other assets and liabilities, net

 

(98

)

(97

)

Net cash provided by operating activities

 

166

 

427

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Changes in financing and other non-current receivables, net

 

(9

)

(7

)

Purchases of marketable securities (available-for-sale)

 

(586

)

(244

)

Purchases of marketable securities (held-to-maturity)

 

 

(15

)

Purchases of short-term investments

 

(140

)

(1,438

)

Purchases of property, plant and equipment and intangible assets

 

(139

)

(148

)

Acquisition of businesses (net of cash acquired) and changes in cost and equity investments

 

(3,032

)

(53

)

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

 

2,084

 

71

 

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

 

134

 

137

 

Proceeds from maturity of marketable securities (held-to-maturity)

 

 

186

 

Proceeds from short-term investments

 

378

 

1,643

 

Proceeds from sales of property, plant and equipment

 

6

 

14

 

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

 

 

(1

)

Net cash provided by (used in) investing activities

 

(1,304

)

145

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Net changes in debt with maturities of 90 days or less

 

51

 

22

 

Increase in debt

 

37

 

81

 

Repayment of debt

 

(1,299

)

(64

)

Transactions in treasury shares

 

4

 

 

Dividends paid to noncontrolling shareholders

 

(1

)

(16

)

Other

 

(37

)

(6

)

Net cash provided by (used in) financing activities

 

(1,245

)

17

 

 

 

 

 

 

 

Effects of exchange rate changes on cash and equivalents

 

135

 

(300

)

 

 

 

 

 

 

Net change in cash and equivalents - continuing operations

 

(2,248

)

289

 

 

 

 

 

 

 

Cash and equivalents, beginning of period

 

5,897

 

7,119

 

Cash and equivalents, end of period

 

3,649

 

7,408

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

 

 

Interest paid

 

33

 

22

 

Taxes paid

 

298

 

228

 

 

See Notes to the Interim Consolidated Financial Information

 

17



 

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
adjustment

 

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

 

Pension
and other
postretirement
plan
adjustments

 

Unrealized
gain (loss)
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, 2010

 

3,943

 

12,828

 

(1,056

)

20

 

(1,068

)

20

 

(2,084

)

(897

)

13,790

 

683

 

14,473

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

464

 

 

 

 

 

 

 

 

 

 

 

 

 

464

 

27

 

491

 

Foreign currency translation adjustments

 

 

 

 

 

(362

)

 

 

 

 

 

 

(362

)

 

 

(362

)

4

 

(358

)

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

 

 

 

 

 

 

 

(9

)

 

 

 

 

(9

)

 

 

(9

)

 

 

(9

)

Unrecognized income (loss) related to pensions and other postretirement plans, net of tax

 

 

 

 

 

 

 

 

 

78

 

 

 

78

 

 

 

78

 

 

 

78

 

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

 

 

 

 

 

 

 

 

 

 

 

18

 

18

 

 

 

18

 

 

 

18

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

189

 

31

 

220

 

Changes in noncontrolling interests

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

2

 

4

 

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17

)

(17

)

Treasury stock transactions

 

(12

)

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

Share-based payment arrangements

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

18

 

Balance at March 31, 2010

 

3,951

 

13,292

 

(1,418

)

11

 

(990

)

38

 

(2,359

)

(885

)

13,999

 

699

 

14,698

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

 

 

 

 

 

 

 

($ in millions)

 

Capital
stock and
additional
paid-in
capital

 

Retained
earnings

 

Foreign
currency
translation
adjustment

 

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

 

Pension
and other
postretirement
plan
adjustments

 

Unrealized
gain (loss)
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, 2011

 

1,454

 

15,389

 

(707

)

18

 

(920

)

92

 

(1,517

)

(441

)

14,885

 

573

 

15,458

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

655

 

 

 

 

 

 

 

 

 

 

 

 

 

655

 

41

 

696

 

Foreign currency translation adjustments

 

 

 

 

 

450

 

 

 

 

 

 

 

450

 

 

 

450

 

3

 

453

 

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

 

 

 

 

 

 

 

(8

)

 

 

 

 

(8

)

 

 

(8

)

 

 

(8

)

Unrecognized income (loss) related to pensions and other postretirement plans, net of tax

 

 

 

 

 

 

 

 

 

(31

)

 

 

(31

)

 

 

(31

)

 

 

(31

)

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

 

 

 

 

 

 

 

 

 

 

 

15

 

15

 

 

 

15

 

 

 

15

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,081

 

44

 

1,125

 

Changes in noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

(5

)

Dividends paid to noncontrolling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

(3

)

Treasury stock transactions

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

8

 

4

 

 

 

4

 

Share-based payment arrangements

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

15

 

Balance at March 31, 2011

 

1,465

 

16,044

 

(257

)

10

 

(951

)

107

 

(1,091

)

(433

)

15,985

 

609

 

16,594

 

 

See Notes to the Interim Consolidated Financial Information

 

18



 

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, 2010.

 

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 the Company’s annual goodwill impairment test,

 

·                  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 doubtful debt allowance.

 

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.

 

The Interim Consolidated Financial Information is presented in United States dollars ($) unless otherwise stated. Certain amounts reported for prior periods in the Interim Consolidated Financial Information have been reclassified to conform to the current year’s presentation.

 

19



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Note 2. Recent accounting pronouncements

 

Applicable in current period

 

Fair value measurements

 

As of January 1, 2011, the Company adopted an accounting standard update that requires additional disclosure for fair value measurements. The update requires disclosure, on a gross basis, about purchases, sales, issuances, and settlements of Level 3 (significant unobservable inputs) instruments when reconciling the fair value measurements. The adoption of this update did not result in additional disclosures for the three months ended March 31, 2011, as there were no significant financial assets and liabilities measured at fair value using Level 3 of the fair value hierarchy.

 

Disclosures about the credit quality of financing receivables and the allowance for credit losses

 

As of January 1, 2011, the Company adopted an accounting standard update that requires additional disclosures regarding the changes and reasons for those changes in the allowance for credit losses. The new disclosure requirements did not have a material impact on the consolidated financial statements for the three months ended March 31, 2011.

 

Revenue recognition for multiple deliverable arrangements

 

The Company adopted an accounting standard update on revenue recognition for multiple deliverable arrangements, for such arrangements entered into or materially modified by the Company on or after January 1, 2011. This update amends the criteria for allocating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable that includes vendor-specific objective evidence (if available), third-party evidence (if vendor-specific evidence is not available), or estimated selling price if neither of the first two are available. This update also:

 

·                  eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement, and

 

·                  expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangements.

 

The adoption of this update did not have a significant impact on the consolidated financial statements for the three months ended March 31, 2011.

 

Revenue arrangements that include software elements

 

The Company adopted an accounting standard update for certain revenue arrangements that include software elements, entered into or materially modified by the Company on or after January 1, 2011. This update amends the existing guidance on revenue arrangements that contain both hardware and software elements. This update modifies the existing rules to exclude from the software revenue guidance (i) non-software components of tangible products and (ii) software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. Undelivered elements in the arrangement related to the non-software components also are excluded from this guidance. The adoption of this update did not have a significant impact on the consolidated financial statements for the three months ended March 31, 2011.

 

Goodwill impairment test for reporting units with zero or negative carrying amounts

 

As of January 1, 2011, the Company adopted an accounting standard update which clarifies that the Company is required to perform the second step of the goodwill impairment test (determining whether goodwill has been impaired and calculating the amount of the impairment) also for reporting units with zero or negative carrying amounts, if it is more likely than not that a goodwill impairment exists. In determining whether a goodwill impairment exists, the Company considers whether there are any adverse qualitative factors indicating such an impairment. A reporting unit is an operating segment or one level below an operating segment. The adoption of this update did not have a significant impact on the consolidated financial statements for the three months ended March 31, 2011.

 

20



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

Disclosure of supplementary pro forma information for business combinations

 

For business combinations entered into on or after January 1, 2011, that are material on an individual or aggregate basis, the Company has adopted an accounting standard update that clarifies the requirement regarding the disclosure of pro forma information for business combinations. Under the update, the Company is required to disclose pro forma revenues and earnings of the combined entity as though the business combination(s) had occurred as of the beginning of the comparable prior annual reporting period only. This update also expands the disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. See Note 3 for pro forma disclosures related to the acquisition of Baldor Electric Company.

 

Applicable for future periods

 

A creditor’s determination of whether a restructuring is a troubled debt restructuring

 

In April 2011, an accounting standard update was issued that provides clarifying guidance regarding whether a restructuring of receivables constitutes a troubled debt restructuring and requires additional disclosures. This update is effective for the Company for the interim period beginning July 1, 2011, and is applicable retrospectively to January 1, 2011. The Company is currently evaluating the impact of this update.

 

Note 3. Acquisitions

 

Acquisitions were as follows:

 

 

 

Three months ended March 31,

 

($ in millions, except number of acquired businesses)

 

2011

 

2010

 

Acquisitions (net of cash acquired)(1)

 

2,985

 

53

 

Aggregate excess of purchase price over fair value of net assets acquired(2)

 

2,794

 

45

 

 

 

 

 

 

 

Number of acquired businesses

 

3

 

3

 

 


(1) Excluding changes in cost and equity investments.

(2) Recorded as goodwill.

 

In the table above, the “Acquisitions” and “Aggregate excess of purchase price over fair value of net assets acquired” amounts for the three months ended March 31, 2011, relate primarily to the acquisition of Baldor, as described below. Acquisitions of controlling interests have been accounted for under the acquisition method and have been included in the Company’s Interim Consolidated Financial Information since the date of acquisition.

 

On January 26, 2011, the Company acquired 83.25 percent of the outstanding shares of Baldor Electric Company (Baldor) for $63.50 per share in cash. On January 27, 2011, the Company exercised its top-up option contained in the merger agreement, bringing its shareholding in Baldor to 91.6 percent, allowing the Company to complete a short-form merger under Missouri, United States, law. On the same date, the Company completed the purchase of the remaining 8.4 percent of outstanding shares. The resulting cash outflows for the Company in the three months ended March 31, 2011, amounted to $4,206 million, representing $2,966 million for the purchase of the shares, net of cash acquired, and $1,240 million for the repayment of debt assumed upon acquisition.

 

Baldor markets, designs and manufactures industrial electric motors, mechanical power transmission products, drives and generators. The acquisition broadens the product offering of the Company’s Discrete Automation and Motion operating segment, closing the gap in the Company’s automation portfolio in North America by adding Baldor’s NEMA (National Electrical Manufacturers Association) motors product line as well as adding Baldor’s growing mechanical power transmission business.

 

While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the purchase price allocation for the acquisition is preliminary for up to 12 months after the acquisition date and is subject to refinement as more detailed analyses are completed and additional information about the fair values of the assets and liabilities becomes available.

 

21



 

Notes to the Interim Consolidated Financial Information (unaudited)

 

The aggregate preliminary purchase price of business acquisitions in the three months ended March 31, 2011, settled in cash, has been allocated as follows:

 

 

 

Allocated amounts

 

Weighted-
average

 

($ in millions)

 

Baldor

 

Other

 

Total

 

useful life

 

Customer relationships

 

775

 

 

775

 

13 years

 

Technology

 

221

 

 

221

 

10 years

 

Trade name

 

123

 

 

123

 

10 years

 

Order backlog

 

15

 

 

15

 

2 months

 

Intangible assets

 

1,134

 

 

1,134

 

 

 

Fixed assets

 

380

 

 

380