SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: February 2003
Commission File Number: 001-16429
ABB Ltd
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(Exact name of registrant as specified in charter)
N/A
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(Translation of registrant's name into English)
Switzerland
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(Jurisdiction of organization)
P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland
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(Address of principal executive offices)
Registrant's telephone number, international: + 011-41-1-317-7111
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Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________
This Form 6-K consists of the following:
1. Press release of ABB Ltd (the "Company"), dated February 19, 2004,
announcing the Company's fourth-quarter and full-year financial results for
its 2003 fiscal year.
2. Summary financial information of the Company for the year ended December
31, 2003.
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Core divisions post strong results
Significant order, EBIT and cash flow growth in Q4
Core divisions exceed EBIT margin targets for full year
Further write-offs in Discontinued operations lead to Q4, full-year net loss
2003 Q4 and full-year key figures
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(US$ in millions) Q4 03 Q4 02(1) Change 2003 2002(1) Change
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Orders Group 4,674 4,288 9% 18,703 17,352 8%
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Power Technologies 1,960 1,569 25% 7,708 6,753 14%
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Automation Technologies 2,637 2,169 22% 9,961 8,680 15%
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Revenues Group 5,081 5,008 1% 18,795 17,466 8%
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Power Technologies 2,184 2,010 9% 7,680 6,963 10%
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Automation Technologies 2,774 2,379 17% 9,897 8,464 17%
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EBIT(2) Group 187 1 -- 656 346 90%
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Power Technologies 170 93 83% 563 433 30%
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Automation Technologies 225 107 110% 773 517 50%
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Non-core activities -62 -78 -181 -181
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Corporate -146 -121 -499 -423
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EBIT margin Group 3.7% 0% 3.5% 2.0%
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Power Technologies 7.8% 4.6% 7.3% 6.2%
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Automation Technologies 8.1% 4.5% 7.8% 6.1%
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Loss from discontinued operations -441 -729 -- -853 -858 --
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Net loss -387 -828 -- -767 -783 --
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Basic loss per share -0.28 -0.74 -- -0.63 -0.70 --
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
(2) Earnings before interest and taxes
Zurich, Switzerland, February 19, 2004 - ABB's core divisions, Power
Technologies and Automation Technologies, improved their performance in the
fourth quarter of 2003 and the full year, delivering significantly higher
earnings before interest and taxes (EBIT) and cash flow.
Mainly non-cash losses from Discontinued operations - primarily in the
downstream oil and gas business and on the announced sale of the reinsurance
business - were the biggest factors in a net loss of $387 million for the fourth
quarter. The net loss for the full year was $767 million.
"The core divisions turned in another strong performance in mixed markets," said
Jurgen Dormann, ABB chairman and CEO. "They almost doubled EBIT in the quarter
as cost reductions continued to pay off, and lifted operating cash flow by more
than a third. For the full year, the core divisions generated almost $1.5
billion in cash. Those are significant achievements."
Orders in the core divisions rose strongly in the fourth quarter on continued
double-digit growth in Asia, even excluding positive foreign exchange effects of
more than ten percentage points. Adjusted for foreign exchange effects, total
core division revenues for the quarter were flat.
"Our strengthened capital base gives us the platform we need to execute our
strategy of profitable growth with more competitive costs," Dormann said.
"Driving operational improvements further and finalizing the divestment program
will remain our priorities in 2004."
Page 1 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Q4 and full-year 2003 highlights
Orders: The core divisions reported a solid increase in orders in the fourth
quarter in both nominal U.S. dollar terms and in local currencies. Orders in
local currencies were up 12 percent in the Power Technologies division and were
8 percent higher in Automation Technologies. The improvement was driven mainly
by an increase in large orders (larger than $15 million) and continued strong
growth in Asia. Full-year orders were 4 percent higher in local currencies for
the Power Technologies division and up 2 percent for Automation Technologies.
Group orders were up 9 percent in the quarter compared to the same period last
year (down 5 percent in local currencies), and up 8 percent for the year (down 5
percent in local currencies). Excluding the Building Systems businesses which
the company is divesting, group orders for the quarter grew 6 percent in local
currencies in the fourth quarter and were flat for the full year compared to
2002.
EBIT: The core divisions almost doubled their combined EBIT in the quarter, to
$395 million from $200 million in the year-earlier period. This was primarily
the result of ongoing operational improvements, as well as growth in the
higher-margin service business. Core division EBIT for the full year was up 41
percent to $1,336 million. Group EBIT for 2003 was $656 million, a 90-percent
improvement over 2002.
Cost reduction: ABB's Step change program produced savings of $235 million in
the fourth quarter of 2003 and $655 million for the full year, both ahead of
target.
Cash flow: The two core divisions generated a combined cash flow from operations
in the fourth quarter of $969 million, up 34 percent from the same period in
2002. For the full year, the core divisions increased cash flow from operations
to $1,464 million from $859 million in 2002. Net cash used in operations for the
group was $161 million for 2003 compared to cash provided by operations of $19
million for 2002.
R&D and order-related development: ABB invested $613 million in R&D and $317
million in order-related development for a total of $930 million in 2003,
representing about 5 percent of revenues compared to a total of $795 million in
2002, or 4.5 percent of revenues.
Capital structure: ABB strengthened its capital structure in the fourth quarter
of 2003 with a CHF 3.1-billion (approximately $2.5-billion) rights issue, a
(euro)650-million straight bond, and a $1-billion unsecured bank facility which
remains undrawn. The company also repaid and cancelled its previous $1.5-billion
secured bank facility. Shareholders' equity increased to $3,026 million at the
end of the year from $1,019 million at the end of September 2003.
2003 targets
Both core divisions surpassed their EBIT margin targets. The Power Technologies
(PT) division reported an EBIT margin of 7.3 percent (target: 7.0 percent) while
the Automation Technologies (AT) division reported a margin of 7.8 percent
(target: 7.1 percent).
The EBIT margin target for the ABB Group was 4 percent for 2003, excluding the
impact from major acquisitions and divestments. Including that impact, ABB
achieved an EBIT margin in 2003 of 3.7 percent. The shortfall was mainly the
result of additional restructuring charges taken to prepare businesses in
Non-core activities for disposal.
Page 2 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
For revenues, the PT division reported flat growth in local currencies (target:
3 percent) for 2003. On a comparable scope of business (including a number of
divestitures and business closures), the PT division increased 2003 revenues in
local currencies by 3 percent. The AT division increased revenues in local
currencies by 3 percent (target: 2 percent) for the full year.
Excluding the (euro)650 million raised through a bond launched in November (not
included in the target), ABB achieved the debt target it set in October of $7.3
billion. Gearing (defined as total debt divided by total debt plus equity)
amounted to 70 percent at the end of 2003, also on target.
Summary of fourth quarter 2003 results
Orders received for the core divisions in the fourth quarter of 2003 grew more
than 20 percent in U.S. dollar terms and were also higher on a local currency
basis - up 12 percent in Power Technologies and 8 percent in Automation
Technologies - reflecting an improvement in the overall investment climate.
Regionally, the increase was driven by continued double-digit growth in Asia,
with additional growth in Europe. Orders were lower in the Americas, the Middle
East and Africa. Large orders in the core divisions rose by almost $500 million,
led by Europe and Asia, compared to a very low volume of large orders for the
same quarter in 2002. Base orders (less than $15 million) were flat to slightly
lower in local currency terms in the core divisions.
Group orders amounted to $4,674 million, up 9 percent compared to the same
period last year ($4,288 million) and down 5 percent in local currencies.
The order backlog for the core divisions at the end of the fourth quarter of
$9,905 million remained at about the same level as at the end of the third
quarter 2003. In local currencies, the core division order backlog was slightly
lower. The order backlog for the group at the end of the fourth quarter was
$10,043 million, 2 percent lower than the end of the third quarter of 2003 (down
7 percent in local currencies), primarily due to divestments of Building Systems
businesses, part of Non-core activities.
Revenues rose 9 percent for the Power Technologies division and 17 percent for
Automation Technologies in U.S. dollar terms. In local currencies, revenues in
the core divisions were flat overall. Local currency revenues were higher in the
product and service businesses and lower from large projects. Core division
revenues were significantly higher in Asia, slightly higher in the Middle East,
Africa and Europe, and lower in the Americas. Group revenues of $5,081 million
were flat in U.S. dollar terms and down 11 percent in local currencies,
reflecting mainly the divestment of most of the Building Systems business during
the year.
EBIT in the core divisions was $395 million, almost doubled from $200 million in
the same period in 2002. After losses in Non-core activities of $62 million and
Corporate costs of $146 million in the fourth quarter, group EBIT was $187
million ($1 million in the fourth quarter of 2002).
A significant contributor to ABB's improved EBIT was the Step change cost
reduction program. Comprising more than 1,400 savings initiatives, the program
aims to increase the competitiveness of ABB's core businesses, reduce overhead
costs and streamline operations by approximately $900 million on an annual basis
by 2005. The program is expected to be complete by the middle of 2004. At the
end of 2003, 63 percent of the initiatives had been completed on or ahead of
schedule.
Page 3 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Step change yielded savings of $235 million in the fourth quarter of 2003 and
$655 million for the full year. Restructuring costs under the program amounted
to $72 million in the fourth quarter. For the full year, Step change
restructuring costs amounted to $234 million, compared to $300 million forecast
at the beginning of 2003. There were slightly more than 1,400 Step
change-related job reductions in the fourth quarter for a total of about 7,100
Step change-related job reductions for the full year. Total restructuring costs
in the quarter amounted to $142 million, comprising the Step change program and
restructuring related mainly to preparing businesses in Non-core activities for
disposal.
As of December 31, 2003, ABB employed 116,500 people, compared to 139,100 at the
end of 2002. During the year, ABB divested businesses employing about 13,000
people, most of whom were employed in the divested Building Systems businesses
(about 11,000 employees).
Included in group EBIT is Other net expense of $128 million in the fourth
quarter (for further details, please refer to page 10 of this release).
The group EBIT margin in the quarter was 3.7 percent.
Finance net(1) was negative $77 million compared to negative $120 million in the
fourth quarter of 2002. The difference reflects the non-recurrence of financial
losses in the fourth quarter of 2002, which more than compensated for lower
interest and dividend income, higher interest costs and a $5-million expense
booked in other finance expense for the mark-to-market effect of the equity
conversion option contained in the 2002 convertible bond, compared to a $6
million gain in the same quarter of 2002.
The net loss in Discontinued operations amounted to $441 million, compared to a
net loss of $729 million in the fourth quarter of 2002. Major items in the
result include a $245-million net loss in the Oil, Gas and Petrochemicals
business and losses (including operating results) on the discontinuation or
anticipated sale of the reinsurance business ($162-million loss after tax), the
wind energy venture ($22-million loss) and the cable business in Germany
($22-million loss). (For more details on Discontinued operations, please refer
to pages 10 and 11 of this release.)
ABB's net loss for the fourth quarter amounted to $387 million, compared to a
net loss of $828 million for the same period in 2002.
Balance sheet and debt
Cash and marketable securities at the end of December 2003 amounted to $5,142
million (excluding Discontinued operations), up from $2,573 million at the end
of the previous quarter. The change reflects mainly the impact of ABB's rights
issue in late 2003 that generated some CHF 3.1 billion (approximately $2.5
billion) in cash.
As a result of the announced sale of the reinsurance business, approximately
$1.8 billion in cash and marketable securities have been moved to assets held
for sale in the balance sheet.
At the end of December 2003, total debt (defined as total short and long-term
borrowings) amounted to $7.9 billion, compared to $8.3 billion three months
earlier. Excluding the bond
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(1) Finance net is the difference between interest and dividend income and
interested and other finance expenses
Page 4 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
issued in November, total debt at December 31, 2003 amounted to about $7.1
billion, within the company's total debt target for 2003 of $7.3 billion.
Some $7.1 billion of the $7.9 billion in total debt is in the form of bonds, of
which $677 million is due for repayment in the first quarter of 2004. For the
full year 2004, bonds of $1.3 billion are due for repayment.
Stockholders' equity at December 31, 2003 amounted to $3,026 million compared to
$1,019 million at the end of September 2003.
Cash flow
The two core divisions contributed a combined cash flow from operations in the
quarter of $969 million, up 34 percent from $722 million in the same quarter of
2002. Net cash from operations for the group more than doubled to $671 million
in the fourth quarter compared to $254 million for the same period a year
earlier.
Non-core activities generated cash flow from operations of $55 million in the
quarter, largely due to higher dividends received from Equity Ventures and
increased collections from customers in the Building Systems business.
Cash outflow from Corporate amounted to $369 million in the fourth quarter and
included cash payments to the Settlement Trust for ABB's U.S. subsidiary
Combustion Engineering (CE) of $56 million ($369 million for the full year).
Total asbestos cash outflows including fees and insurance collections amounted
to $55 million in the quarter and $388 million for the year. The Oil, Gas and
Petrochemicals business generated a small positive cash flow of $16 million.
Divestments
ABB continued its program of divesting non-core businesses and other assets and
using the proceeds to pay down debt. In the fourth quarter, the company
announced the sale of its reinsurance business for cash proceeds of about $425
million to be received when the deal is closed, which is expected to be in the
second quarter of 2004. As a result, a loss of $162 million was reported in the
fourth quarter, including a loss of $153 million on the announced sale
(including an interest allocation of $15 million), a positive EBIT of $18
million, and a tax charge of $27 million.
The company continued to divest its Building Systems business and finalized the
sale of units in Belgium, the Netherlands, Austria and the U.K., among other
countries, recording a loss on the divestments of $27 million (recorded in
Non-core activities). ABB also sold its wind energy venture, part of its New
Ventures business in Non-core activities.
The sale of the ABB Export Bank for about $50 million, announced in October, was
finalized in the fourth quarter.
A preliminary agreement to sell ABB's upstream oil and gas business was
announced in October 2003. In January 2004, the final sales agreement was signed
with an initial purchase price of $925 million and a potential deferred
consideration of an additional amount of up to $50 million. The transaction is
expected to be closed by mid-2004, subject to the customary regulatory approvals
and closing conditions, as well as the satisfactory completion and disposition
of compliance matters under review.
Page 5 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
For the full year 2003, disposals of businesses and leasing and other financial
portfolios have generated total cash proceeds of about $1.1 billion. Including
the announced sale of the upstream oil and gas business and the reinsurance
business, ABB is on track to achieve more than $2 billion in divestment
proceeds.
Asbestos
On July 31, a U.S. district court approved a pre-packaged Chapter 11 protection
plan filed earlier in the year by ABB's U.S. subsidiary, Combustion Engineering,
marking further progress towards a settlement of the asbestos issue. Following
the court's approval, an appeals period began before the U.S. 3rd Circuit Court
of Appeals. All documentation was received by the court on October 7. A hearing
date was set for February 4, 2004 but was postponed. The company is currently
waiting for a new date and remains confident that the plan will be approved.
Group outlook
Based on current estimates, the company expects demand in most markets to
continue to grow in 2004 compared to the year before, especially in the second
half of the year. Economic growth in Asia is expected to remain robust, and a
recovery is forecast to begin in Europe and the U.S. later in the year.
Management believes that this market development, combined with continued
planned cost reductions and divestments, will lead to a further improvement in
profitability in 2004 compared to 2003.
In addition, the company confirms its revenue, EBIT and gearing (defined as
total debt divided by total debt plus equity) targets for 2005. From 2002 to
2005, ABB is targeting compound average annual revenue growth of 4 percent in
local currencies, including 5.3 percent growth in the Power Technologies
division and 3.3 percent growth in the Automation Technologies division.
For 2005, the group's target EBIT margin remains 8 percent in U.S. dollars and
the company intends to reduce total debt to about $4 billion and gearing to
approximately 50 percent.
Revenue and margin targets exclude major acquisitions, divestments and business
closures.
Dividend recommendation
Taking into consideration the net loss reported for the year, the board of
directors proposes that no dividend be paid for 2003.
Reclassifications
The company adjusted its 2003 and 2002 income statements and balance sheets to
reflect the reclassification of various businesses, including its reinsurance
business whose sale was announced in December 2003, to Discontinued operations.
The reclassification of the reinsurance business reduces the company's 2003
revenues by $782 million and EBIT by $103 million. Also, reinsurance assets
(including cash and marketable securities) and liabilities with a value of
approximately $3.3 billion and $2.8 billion, respectively, have been moved into
assets and liabilities held for sale in the balance sheet. Income statements and
balance sheets reflecting these and other reclassifications are provided for the
first three quarters of 2003 in the appendix attached to this release.
Page 6 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
In addition, substation automation activities in the Automation Technologies
division have been transferred to the Power Technologies division, effective
January 1, 2004. The impact on full-year revenues for the Automation
Technologies division will be a reduction of about $200 million. Due to the
elimination of internal transactions, the corresponding revenue impact for the
Power Technologies division is expected to be about $80 million. This change
will be reflected in the divisional reporting as of the first quarter of 2004.
Divisional performance Q4 2003
Power Technologies
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$ in millions (except where indicated) Q4 2003 Q4 2002(1) Change
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Orders 1,960 1,569 25%
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Revenues 2,184 2,010 9%
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EBIT 170 93 83%
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EBIT margin 7.8% 4.6%
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Restructuring costs (included in EBIT) -15 -18
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
Orders received in the fourth quarter rose 25 percent (12 percent in local
currencies) to $1,960 million compared to the year-earlier quarter. The
improvement was fueled mainly by growth in China and demand for large projects
in the Middle East. Order growth was strong in Russia and modest in the rest of
Europe. Demand in North America remained weak while political and financial
uncertainties continued to depress markets in Latin America. Last summer's power
outages in the U.S. and Europe have raised awareness of the need to upgrade
transmission systems in many countries, and investments are expected once the
necessary regulatory and political decisions have been taken.
Orders grew in U.S. dollar terms across all business areas. Orders were more
than 60 percent higher in Power Systems versus the fourth quarter in 2002.
Orders were more than 30 percent higher in High-Voltage Technology, particularly
on higher demand in Europe.
Significant orders in the quarter in Power Systems business area included a
$26-million order to improve the power supply in Sri Lanka, a $30-million order
for power equipment in Algeria and a $24-million transmission line order in
Venezuela.
Revenues in the fourth quarter of 2003 were up 9 percent at $2,184 million (3
percent lower in local currencies) than in the same quarter in 2002. Expressed
in local currencies, revenues were higher in the product business areas
High-Voltage Technology and Medium-Voltage Technology (reflecting higher orders
in earlier quarters); lower in Power Transformers (due to the weak U.S. market)
and Power Systems (following low orders in the second half of 2002); and flat in
Utility Automation and Distribution Transformers. Adjusted for a change in scope
of business, mainly two divestments in the U.S. and Poland, revenues in local
currencies were flat in the quarter.
Fourth-quarter EBIT increased by 83 percent to $170 million. The increase was
mainly driven by continued operational improvements, especially from product and
site rationalization programs and savings from the Step change program. The EBIT
margin before restructuring increased to 8.5 percent in the fourth quarter from
5.5 percent in the fourth quarter of 2002.
Page 7 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
The higher earnings and net working capital improvements lifted cash flow from
operations by 23 percent to $433 million compared to the same quarter in 2002.
Effective January 1 2004, the division merged its Power Transformers and
Distribution Transformers business areas to accelerate gains in efficiency and
productivity. The new business area, called Transformers, is the world's largest
transformer manufacturer, with 56 factories in 26 countries. The new business
area structure will be reported in the divisional results starting with the
first quarter of 2004.
Automation Technologies
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$ in millions (except where indicated) Q4 2003 Q4 2002(1) Change
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Orders 2,637 2,169 22%
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Revenues 2,774 2,379 17%
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EBIT 225 107 110%
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EBIT margin 8.1% 4.5%
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Restructuring costs (included in EBIT) -58 -85
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
Orders received in the Automation Technologies division rose 22 percent in the
quarter (8 percent in local currencies) to $2,637 million, driven primarily by
growth in the Petroleum and Chemical business area which won a $173-million
order for turnkey gas compressors for a pipeline project in Poland. Growth in
product and service businesses also contributed to the improvement.
Orders grew strongly in China and India, both at more than 40 percent, led by
increased sales of low-voltage products in China and higher orders in the mining
and metals sector in both countries, including an $18-million power electronics
order for an aluminum smelter in India. Orders were stable in Europe. U.S.
orders were slightly down, but the U.S. industrial sector started to show an
increase in capital expenditures.
Revenues rose 17 percent (3 percent in local currencies) to $2,774 million
compared to the fourth quarter of 2002. The improvement was driven by the
product and service businesses (mainly Low-Voltage Products and Instrumentation,
and Drives, Motors and Power Electronics Systems) in both U.S. dollars and local
currencies. Sales growth in the product businesses came primarily from China and
India.
Earnings before interest and taxes (EBIT) more than doubled to $225 million,
reflecting continuing improvements in operational excellence (such as continuing
to lower the cost base, growth in the higher-margin product and service business
as well as better project execution). EBIT and EBIT margin improved in all
business areas. The division's EBIT margin before restructuring costs of $58
million increased to 10.2 percent in the fourth quarter of 2003 from 8.1 percent
in the same quarter of 2002.
Cash flow from operations for the division rose by 45 percent to $536 million
compared to the fourth quarter in 2002, reflecting both improved earnings and
net working capital management.
Effective January 1 2004, the division merged its six business areas into three
as part of its drive to further simplify and focus the business and to improve
efficiency. The new business areas are:
Page 8 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
o Process Automation, comprising the former business areas Control
Platform and Enterprise Products, Petroleum, Chemical and Consumer
Industries, and Paper, Minerals, Marine and Turbocharging;
o Automation Products, comprising the former business areas Low-Voltage
Products and Instrumentation and Drives, Motors and Power Electronics;
o Manufacturing Automation, previously called Robotics, Automotive and
Manufacturing Industries.
The new business area structure will be reported in the divisional results
starting with the first quarter of 2004.
Non-core activities
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$ in millions Revenues EBIT
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Q4 2003 Q4 2002(1) Q4 2003 Q4 2002(1)
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Equity Ventures 8 4 8 5
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Remaining Structured Finance 9 16 -6 9
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Building Systems 269 690 -43 -35
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New Ventures 13 8 5 4
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Other non-core activities(2) 111 237 -26 -61
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Total 410 955 -62 -78
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Restructuring costs (included in EBIT) -44 -17
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
(2) Comprises mainly the former Group Processes division
Revenues from Non-core activities were down 57 percent from the 2002 period. The
decrease was mainly the result of ongoing divestments in the Building Systems
businesses during the year. Non-core activities reported an EBIT loss of $62
million in the fourth quarter compared to a loss of $78 million in the same
period of 2002.
Building Systems reported an EBIT loss in the quarter of $43 million compared to
a loss of $35 million in the fourth quarter of 2002, mainly the result of
additional restructuring charges in Germany, together with a loss from the
disposal of the business in the U.K. ($22 million). ABB intends to sell its
remaining Building Systems businesses in Germany and Switzerland in 2004.
Corporate
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EBIT ($ in millions) Q4 2003 Q4 2002(1)
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Headquarters/stewardship -91 -32
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Research and development -21 -24
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Other(2) -34 -65
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Total -146 -121
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Restructuring costs (included in EBIT) -25 6
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
(2) Includes consolidation effects, real estate and Treasury Services
Headquarters and stewardship costs were higher in the fourth quarter of 2003
compared to the same period in 2002, reflecting changes in a number of one-time
costs. Other costs were lower, reflecting the cessation of proprietary trading
and associated costs in Treasury Services. The improvement also reflects lower
elimination of profits on internal transactions.
Page 9 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Other income and expenses, net (included in EBIT)
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$ in millions Q4 2003 Q4 2002(1)
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Restructuring charges -142 -114
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Capital gains 6 31
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Write-downs of assets -17 -27
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Income from equity-accounted companies, licenses and other 25 52
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Total -128 -58
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
Restructuring charges were higher than the year-earlier period as a result of
streamlining the Building Systems business in Germany and from lease
cancellation costs associated with the closing and divestment of businesses in
the U.K. and Germany. Asset write-downs decreased due to the non-recurrence of
software write-downs in the former Group Processes division in 2002. Income from
equity-accounted companies fell in the fourth quarter as a result of the
divestment of ABB's stake in the Swedish Export Credit Corporation in the second
quarter of 2003.
Discontinued operations (not included in EBIT)
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$ in millions Q4 2003 Q4 2002(1)
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Reinsurance business -162 45
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Asbestos 8 -420
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Oil, Gas and Petrochemicals business -245 -147
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Other -42 -207
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Net loss -441 -729
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(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
The reinsurance business, whose results were reclassified into Discontinued
operations following the announcement in December 2003 of its sale, reported
4-percent lower revenues in the fourth quarter to $241 million as a result of
lower premium income. A net loss after tax of $162 million was recorded in the
quarter on the discontinuation of the business, including the $153-million loss
on the announced divestment.
Administrative costs associated with the settlement of the asbestos issue were
more than offset by a $14-million gain from the mark-to-market treatment of 30
million ABB shares reserved to cover part of the company's asbestos liabilities.
The figure in the fourth quarter of 2002 reflects the large asbestos provision
taken during the period.
The line Other improved in the fourth quarter compared to the same period in
2002, when the company recorded a $64-million loss on the disposal of the
metering business and a $84-million loss related to the sale of the former
Structured Finance business, both including results from operations. In the
fourth quarter of 2003, Other consists mainly of losses on the divestment of
businesses and includes a $22-million loss on the discontinuation of the wind
energy venture and a $22-million loss on the anticipated sale of a cable
business in Germany.
Oil, Gas and Petrochemicals
--------------------------------------------- ----------------- --------------------- ----------------
$ in millions Q4 2003 Q4 2002 Change
--------------------------------------------- ----------------- --------------------- ----------------
Orders 647 1,153 -44%
--------------------------------------------- ----------------- --------------------- ----------------
Revenues 752 982 -23%
--------------------------------------------- ----------------- --------------------- ----------------
Net loss -245 -147
--------------------------------------------- ----------------- --------------------- ----------------
Page 10 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Orders were 44 percent lower in the Oil, Gas and Petrochemicals business (48
percent in local currencies) in the fourth quarter of 2003 compared to the same
period in 2002. The decrease was primarily due to a strategic shift from fixed
price engineering, procurement and construction contracts towards lower-risk
reimbursable contracts that de-emphasize construction. The result is a more
selective bidding process aimed at reducing project scope and risks. Therefore,
fewer large orders were taken in the quarter. The upstream business booked more
than $140 million in orders with Norway-based Statoil, including a $54-million
modification and maintenance order for a North Sea oil platform and two frame
agreements totaling more than $60 million. Revenues were 23 percent lower (down
26 percent in local currencies), reflecting a lower order backlog in the
downstream business. Revenues in the upstream business were flat compared to the
year-earlier quarter.
The net loss from the oil and gas business in the quarter amounted to $245
million, primarily from some $100 million of project losses and asset
write-downs, most of which were related to three downstream projects in the
Netherlands, Italy and Brazil dating from the 1990s and 2000, and an additional
tax charge of more than $120 million related to the reassessment of deferred
taxes.
To support the strategic shift to narrower-scope, lower-risk projects in the
downstream oil and gas business and to prepare these businesses for disposal,
the company initiated a more streamlined management structure in October 2003
and gave the group chief financial officer direct management responsibility for
the businesses until they are divested.
Summary of full-year 2003 results
Orders received for the core divisions in 2003 grew more than 10 percent in U.S.
dollar terms. In local currencies, the Power Technologies division increased
orders 4 percent and the Automation Technologies division by 2 percent. The
improvement was led by double-digit order growth in Asia and higher orders in
the Middle East and Africa. Orders were lower in Europe and the Americas.
Group orders amounted to $18,703 million, up 8 percent compared to 2002 ($17,352
million) and down 5 percent in local currencies. Excluding the effect of the
divestment of most of the Building Systems business, group orders received were
flat for the year.
Large orders (larger than $15 million) accounted for 9 percent of total core
division orders for the full year, up from 6 percent in 2002, mainly on
increases in Europe, Asia and the Middle East and Africa. Large orders were down
in the Americas. Core division base orders (less than $15 million) for the year
grew 12 percent in U.S. dollar terms and were flat in local currencies. Higher
base order intake from Asia and in the service business was offset by lower base
orders in Europe during the weak first half of the year. The disposal during the
year of most of the Building Systems business - part of Non-core activities -
reduced the volume of large orders for the group as a whole.
Revenues saw a double-digit increase in the core divisions for 2003 in U.S.
dollar terms, with Power Technologies up 10 percent and Automation Technologies
17 percent higher. In local currencies, Power Technologies revenues were flat
while Automation Technologies revenues grew 3 percent. Double-digit growth in
revenues was recorded in Asia, the Middle East and Africa in local currencies.
Revenues in local currencies were flat in Europe and lower in the Americas.
Page 11 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Group revenues were 8 percent higher at $18,795 million (down 6 percent in local
currencies). In Non-core activities, revenues were 26 percent lower, again
reflecting the disposal of Building Systems businesses in several countries, as
well as more selective bidding in Building Systems business.
EBIT for 2003 in the core divisions amounted to $1,336 million, an increase of
41 percent compared to $950 million in 2002. Group EBIT was $656 million, up 90
percent from $346 million in 2002.
Included in group EBIT for the full year is other net expense of $189 million.
This consists of restructuring costs of $325 million compared to $259 million in
2002. Other net expense also includes gains of $69 million on the disposal of
businesses, compared to capital gains in the year-earlier period of $113
million. Asset write-downs for the full year amounted to $34 million compared to
$94 million in 2002, while income from equity-accounted companies, licenses and
other items totaled $101 million in 2003 versus $182 million the year before.
The group EBIT margin for the full year was 3.5 percent compared to 2.0 percent
for the full year 2002. Adjusted for major divestments, the group margin was 3.7
percent.
Finance net for the full year was negative $410 million compared to negative
$126 million for the full year 2002. Interest and dividend income fell during
the year on lower market interest rates and as divestments reduced dividends.
Interest expense increased as a result of higher funding costs associated with
the December 2002 credit facility and the repayment of all remaining commercial
paper in 2003 (with its low funding costs). The company recorded an expense of
$84 million on the line Interest and other finance expense to account for the
mark-to-market effect of the equity conversion option contained in the 2002
convertible bond, compared to a gain of $215 million in the same period in the
previous year.
The net loss in Discontinued operations amounted to $853 million in 2003,
compared to a loss of $858 million in 2002. The loss comprises mainly:
o $496 million in project losses and asset write-downs in the Oil, Gas and
Petrochemicals business;
o $145 million to cover the company's asbestos liabilities;
o $97 million in after-tax losses on the announced sale of the reinsurance
businesses (net of operating results). This reflects a transaction loss of
$153 million (including an interest allocation of $15 million) and tax
charges of $47 million, partially offset by operational profits of $103
million.
ABB's net loss for the full year amounted to $767 million, compared to a net
loss of $783 million in 2002.
Cash flow
Net cash used in operations for the group was $161 million for 2003, compared to
cash provided by operations of $19 million in 2002. The two core divisions
contributed a combined cash flow from operations in the year of $1,464 million,
up 70 percent from $859 million in 2002. This was more than offset by cash
outflows of $860 million in Corporate activities that were driven by asbestos
cash outflows of $388 million and higher interest payments; $239 million from
Non-
-----------------------------
Finance net is the difference between interest and dividend income and
interest and other finance expenses.
Page 12 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
core activities, mainly from the Building Systems business; and $526 million
from the former Oil, Gas and Petrochemicals division, reflecting lower net
income and higher working capital.
Further information
The 2003 Q4 and full-year results press release and presentation slides are
available from February 19, 2003 on the ABB Investor Relations homepage at
www.abb.com/investorrelations.
ABB will host a press conference and live Webcast and telephone conference today
starting at 0930 Central European Time (CET). Journalists can register for the
event and find dial-in information by visiting ABB's Web site at www.abb.com.
A conference call and live Webcast for analysts and investors is scheduled to
begin at 1230 CET. Callers should dial +41 91 610 56 00 (Europe), or +1 412 858
4600 (from the U.S. and Canada). Callers are requested to phone in ten minutes
before the start of the conference call. The audio playback of the conference
call will start one hour after the end of the call and be available for 96
hours. Playback numbers: +41 91 612 4330 (Europe) or +1 412 858 1440 (U.S. and
Canada). The entry code is 097 followed by the # key.
The Webcast will be available through our Web site at
www.abb.com/investorrelations and will be archived approximately two hours after
the close of the Webcast for a period of three months.
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 115,000 people.
Zurich, February 19, 2004
Juergen Dormann, chairman and CEO
This press release includes forward-looking information and statements that are
subject to risks and uncertainties that could cause actual results to differ.
These statements are based on current expectations, estimates and projections
about global economic conditions, the economic conditions of the regions and
industries that are major markets for ABB Ltd and ABB Ltd's lines of business.
These expectations, estimates and projections are generally identifiable by
statements containing words such as "expects," "believes," "estimates" or
similar expressions. Important factors that could cause actual results to differ
materially from those expectations include, among others, ABB's ability to
dispose of certain of our non-core businesses on terms and conditions acceptable
to it, ABB's ability to further reduce its indebtedness as planned, the
resolution of asbestos claims on terms and conditions satisfactory to ABB,
economic and market conditions in the geographic areas and industries that are
major markets for ABB's businesses, market acceptance of new products and
services, changes in governmental regulations, interest rates, fluctuations in
currency exchange rates and such other factors as may be discussed from time to
time in ABB's filings with the U.S. Securities and Exchange Commission,
including its AnnualReports 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
ABB Corporate Communications, Switzerland: Tel. +41 43 317 3804 Affolternstrasse 54
Zurich Sweden: Tel. +46 21 325 719 CH-8050 Zurich, Switzerland
Thomas Schmidt, Wolfram Eberhardt USA: Tel. +1 203 750 7743
Tel: +41 43 317 6568 investor.relations@ch.abb.com
Fax: +41 43 317 7958
media.relations@ch.abb.com
Page 13 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Appendix
ABB key figures Q4 and full year 2003
-----------------------------------------------------------------------------------------------------------
$ in millions % change
Q4 2003 Q4 2002----------------------
Nominal Local
---------------------------------------------------------------------------------------------------------
Orders Group 4,674 4,288 9% -5%
-----------------------------------------------------------------------------------------
Power Technologies 1,960 1,569 25% 12%
----------------------------------------------------------------------------------------
Automation Technologies 2,637 2,169 22% 8%
----------------------------------------------------------------------------------------
Non-core activities 292 913
----------------------------------------------------------------------------------------
Corporate -215 -363
-----------------------------------------------------------------------------------------------------------
Revenues Group 5,081 5,008 1% -11%
----------------------------------------------------------------------------------------
Power Technologies 2,184 2,010 9% -3%
----------------------------------------------------------------------------------------
Automation Technologies 2,774 2,379 17% 3%
----------------------------------------------------------------------------------------
Non-core activities 410 955
----------------------------------------------------------------------------------------
Corporate -287 -336
-----------------------------------------------------------------------------------------------------------
EBIT* Group 187 1 na na
----------------------------------------------------------------------------------------
Power Technologies 170 93 83%
----------------------------------------------------------------------------------------
Automation Technologies 225 107 110%
-----------------------------------------------------------------------------
Non-core activities -62 -78
-----------------------------------------------------------------------------
Corporate -146 -121
-----------------------------------------------------------------------------------------------
EBIT Group 3.7% 0%
margin -----------------------------------------------------------------------------
Power Technologies 7.8% 4.6%
-----------------------------------------------------------------------------
Automation Technologies 8.1% 4.5%
-----------------------------------------------------------------------------
Non-core activities -- --
-----------------------------------------------------------------------------
Corporate -- --
-----------------------------------------------------------------------------------------------
Net loss -387 -828
-----------------------------------------------------------------------------------------------------------
% change
Full year Full year ---------------------
2003 2002 Nominal Local
-----------------------------------------------------------------------------------------------------------
Orders Group 18,703 17,352 8% -5%
---------------------------------- --------------- -------------- ----------- -----------
Power Technologies 7,708 6,753 14% 4%
----------------------------------------------------------------------------------------
Automation Technologies 9,961 8,680 15% 2%
----------------------------------------------------------------------------------------
Non-core activities 2,313 3,477
----------------------------------------------------------------------------------------
Corporate -1,279 -1,558
-----------------------------------------------------------------------------------------------------------
Revenues Group 18,795 17,466 8% -6%
---------------------------------- --------------- -------------- ----------- -----------
Power Technologies 7,680 6,963 10% 0%
----------------------------------------------------------------------------------------
Automation Technologies 9,897 8,464 17% 3%
----------------------------------------------------------------------------------------
Non-core activities 2,537 3,447
----------------------------------------------------------------------------------------
Corporate -1,319 -1,408
-----------------------------------------------------------------------------------------------------------
EBIT* Group 656 346 90%
-----------------------------------------------------------------------------
Power Technologies 563 433 30%
-----------------------------------------------------------------------------
Automation Technologies 773 517 50%
-----------------------------------------------------------------------------
Non-core activities -181 -181
-----------------------------------------------------------------------------
Corporate -499 -423
-----------------------------------------------------------------------------------------------
EBIT Group 3.5% 2.0%
margin -----------------------------------------------------------------------------
Power Technologies 7.3% 6.2%
-----------------------------------------------------------------------------
Automation Technologies 7.8% 6.1%
-----------------------------------------------------------------------------
Non-core activities -- --
-----------------------------------------------------------------------------
Corporate -- --
-----------------------------------------------------------------------------------------------
Net loss -767 -783
-----------------------------------------------------------------------------------------------
* Earnings before interest and taxes. See Summary Financial Information for more information
(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
Page 14 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Appendix
(cont'd)
Non-core activities full-year revenues and EBIT 2002-2003
----------------------------------------- ---------------------------------- --------------------------------
US$ in millions Revenues EBIT
----------------------------------------- --------------- ------------------ -------------- -----------------
2003 2002(1) 2003 2002(1)
----------------------------------------- --------------- ------------------ -------------- -----------------
Equity Ventures 26 19 76 43
----------------------------------------- --------------- ------------------ -------------- -----------------
Remaining Structured Finance 48 66 -65 96
----------------------------------------- --------------- ------------------ -------------- -----------------
Building Systems 1,829 2,375 -104 -113
----------------------------------------- --------------- ------------------ -------------- -----------------
New Ventures 53 50 -21 -37
----------------------------------------- --------------- ------------------ -------------- -----------------
Other Non-core activities(2) 581 937 -67 -170
----------------------------------------- --------------- ------------------ -------------- -----------------
Total 2,537 3,447 -181 -181
----------------------------------------- --------------- ------------------ -------------- -----------------
(1) Adjusted to reflect the move of activities to Discontinued operations in 2003
(2) Comprises mainly the former Group Processes division, whose remaining activities will be allocated to
the core divisions in 2004 and no longer reported under Non-core activities
Reclassifications
The company has adjusted its 2003 income statement and balance sheet to reflect
the reclassification of various businesses, including its reinsurance business
whose sale was announced in December 2003, to discontinued operations. The
income statements and balance sheets below reflect these reclassifications for
the first three quarters of 2003.
ABB income statement Q1-Q3 2003
$ in millions Q3 2003 Q2 2003 Q1 2003
------------------------------------------------------------------------------------------------------------
Revenues 4,554 4,843 4,317
------------------------------------------------------------------------------------------------------------
Cost of sales (3,434) (3,557) (3,235)
------------------------------------------------------------------------------------------------------------
Gross profit 1,120 1,286 1,082
------------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses (934) (1,041) (952)
------------------------------------------------------------------------------------------------------------
Amortization expense (11) (10) (10)
------------------------------------------------------------------------------------------------------------
Other income (expense), net 59 (95) (25)
------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 234 140 95
------------------------------------------------------------------------------------------------------------
Interest and dividend income 38 29 40
------------------------------------------------------------------------------------------------------------
Interest and other finance expense (160) (115) (165)
------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations before taxes and 112 54 (30)
minority interest
------------------------------------------------------------------------------------------------------------
Provision for taxes (40) (19) 11
------------------------------------------------------------------------------------------------------------
Minority interest (26) (19) (11)
------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations 46 16 (30)
------------------------------------------------------------------------------------------------------------
Loss from discontinued operations, net of tax (326) (71) (15)
------------------------------------------------------------------------------------------------------------
Net loss (280) (55) (45)
------------------------------------------------------------------------------------------------------------
Page 15 of 16
Press Release ABB [Graphic omitted]
ABB Group Q4 and full-year results 2003
Appendix
(cont'd)
ABB balance sheet March to September 2003
$ in millions Sept. 30 2003 June 30 2003 Mar. 31 2003
-----------------------------------------------------------------------------------------------------------
Cash and equivalents 2,057 1,894 1,634
-----------------------------------------------------------------------------------------------------------
Marketable securities 516 484 524
-----------------------------------------------------------------------------------------------------------
Receivables, net 5,309 5,384 5,155
-----------------------------------------------------------------------------------------------------------
Inventories, net 2,606 2,577 2,459
-----------------------------------------------------------------------------------------------------------
Prepaid expenses and other 1,928 2,020 1,933
-----------------------------------------------------------------------------------------------------------
Assets held for sale and in discontinued operations 7,182 7,760 7,549
-----------------------------------------------------------------------------------------------------------
Total current assets 19,598 20,119 19,254
-----------------------------------------------------------------------------------------------------------
Financing receivables, non-current 1,515 1,426 1,488
-----------------------------------------------------------------------------------------------------------
Property, plant and equipment, net 2,776 2,736 2,703
-----------------------------------------------------------------------------------------------------------
Goodwill 2,285 2,275 2,243
-----------------------------------------------------------------------------------------------------------
Other intangible assets, net 576 568 577
-----------------------------------------------------------------------------------------------------------
Prepaid pension and other related benefits 522 533 531
-----------------------------------------------------------------------------------------------------------
Investments and other 1,277 1,131 1,476
-----------------------------------------------------------------------------------------------------------
Total non-current assets 8,951 8,669 9,018
-----------------------------------------------------------------------------------------------------------
Total assets 28,549 28,788 28,272
-----------------------------------------------------------------------------------------------------------
Accounts payable, trade 2,846 2,890 2,714
-----------------------------------------------------------------------------------------------------------
Accounts payable, other 1,159 1,258 1,103
-----------------------------------------------------------------------------------------------------------
Short-term borrowings and current maturities of long-term 3,083 3,590 3,279
borrowings
-----------------------------------------------------------------------------------------------------------
Accrued liabilities and other 5,249 4,898 5,022
-----------------------------------------------------------------------------------------------------------
Liabilities held for sale and in discontinued operations 5,435 5,979 5,859
-----------------------------------------------------------------------------------------------------------
Total current liabilities 17,772 18,615 17,977
-----------------------------------------------------------------------------------------------------------
Long-term borrowings 5,244 4,576 4,851
-----------------------------------------------------------------------------------------------------------
Pension and other related benefits 1,741 1,674 1,665
-----------------------------------------------------------------------------------------------------------
Deferred taxes 789 792 902
-----------------------------------------------------------------------------------------------------------
Other liabilities 1,735 1,640 1,561
-----------------------------------------------------------------------------------------------------------
Total liabilities 27,281 27,297 26,956
-----------------------------------------------------------------------------------------------------------
Minority interest 249 214 238
-----------------------------------------------------------------------------------------------------------
Total stockholders' equity 1,019 1,277 1,078
-----------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity 28,549 28,788 28,272
-----------------------------------------------------------------------------------------------------------
Page 16 of 16
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
Summary Financial Information
Year Ended December 2003
ABB Ltd
Summary Consolidated Income Statements
--------------------------------------------------------------------------------------------------------------
January - December October - December
2003 2002 2003 2002
--------------------------------------------------------------------------------------------------------------
(audited) (audited) (unaudited) (unaudited)
(in millions, except per share data)
--------------------------------------------------------------------------------------------------------------
Revenues $ 18,795 $ 17,466 $ 5,081 $ 5,008
Cost of sales (14,080) (13,067) (3,854) (3,924)
--------------------------------------------------------------------------------------------------------------
Gross profit 4,715 4,399 1,227 1,084
Selling, general and administrative expenses (3,830) (3,954) (903) (1,014)
Amortization expense (40) (41) (9) (11)
Other income (expense), net (189) (58) (128) (58)
--------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 656 346 187 1
Interest and dividend income 144 189 37 44
Interest and other finance expense (554) (315) (114) (164)
--------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations before
taxes and minority interest 246 220 110 (119)
Provision for taxes (78) (74) (30) 40
Minority interest (82) (71) (26) (20)
--------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations 86 75 54 (99)
Loss from discontinued operations, net of tax (853) (858) (441) (729)
--------------------------------------------------------------------------------------------------------------
Net loss $ (767) $ (783) $ (387) $ (828)
==============================================================================================================
Basic earnings (loss) per share:
Income (loss) from continuing operations $ 0.07 $ 0.07 $ 0.04 $ (0.09)
Net loss $ (0.63) $ (0.70) $ (0.28) $ (0.74)
Diluted earnings (loss) per share:
Income (loss) from continuing operations $ 0.07 $ (0.10) $ 0.04 $ (0.09)
Net loss $ (0.63) $ (0.83) $ (0.28) $ (0.74)
--------------------------------------------------------------------------------------------------------------
Page 1 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
ABB Ltd
Summary Consolidated Balance Sheets
--------------------------------------------------------------------------------------------------------------------
At At At
December 31 September 30 December 31
2003 2003 2002
-------------------------------------------------
(audited) (unaudited) (audited)
(in millions, except share data)
--------------------------------------------------------------------------------------------------------------------
Cash and equivalents $ 4,669 $ 2,057 $ 2,336
Marketable securities 473 516 589
Receivables, net 5,337 5,309 5,134
Inventories, net 2,605 2,606 2,261
Prepaid expenses and other 2,002 1,928 2,628
Assets held for sale and in discontinued operations 6,427 7,182 7,499
--------------------------------------------------------------------------------------------------------------------
Total current assets 21,513 19,598 20,447
Financing receivables, non-current 1,330 1,515 1,605
Property, plant and equipment, net 2,840 2,776 2,701
Goodwill 2,331 2,285 2,221
Other intangible assets, net 549 576 587
Prepaid pension and other related benefits 524 522 537
Investments and other 1,326 1,277 1,435
--------------------------------------------------------------------------------------------------------------------
Total assets $ 30,413 $ 28,549 $ 29,533
====================================================================================================================
Accounts payable, trade $ 2,981 $ 2,846 $ 2,729
Accounts payable, other 1,394 1,159 1,390
Short-term borrowings and current maturities of long-term borrowings 1,597 3,083 2,570
Accrued liabilities and other 5,140 5,249 6,135
Liabilities held for sale and in discontinued operations 5,100 5,435 5,966
--------------------------------------------------------------------------------------------------------------------
Total current liabilities 16,212 17,772 18,790
Long-term borrowings 6,290 5,244 5,358
Pension and other related benefits 1,794 1,741 1,619
Deferred taxes 969 789 911
Other liabilities 1,837 1,735 1,584
--------------------------------------------------------------------------------------------------------------------
Total liabilities 27,102 27,281 28,262
Minority interest 285 249 258
Stockholders' equity:
Capital stock and additional paid-in capital 3,067 571 2,027
Retained earnings 1,847 2,235 2,614
Accumulated other comprehensive loss (1,750) (1,649) (1,878)
Less: Treasury stock, at cost (11,611,529 shares at December 31, 2003) (138) (138) (1,750)
--------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 3,026 1,019 1,013
--------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 30,413 $ 28,549 $ 29,533
====================================================================================================================
Page 2 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
ABB Ltd
Summary Consolidated Statements of Cash Flows
---------------------------------------------------------------------------------------------------------------------
January - December October - December
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------------------
(audited) (audited) (unaudited) (unaudited)
(in millions)
---------------------------------------------------------------------------------------------------------------------
Operating activities
Net loss $ (767) $ (783) $ (387) $ (828)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 585 611 150 169
Provisions* (726) (131) (4) 291
Pension and post-retirement benefits 21 37 (2) (32)
Deferred taxes 50 (140) 179 (62)
Net gain from sale of property, plant and equipment (26) (23) (3) (3)
Loss on sale of discontinued operations 38 194 38 194
Other 411 (164) 145 (58)
Changes in operating assets and liabilities:
Marketable securities (trading) 13 498 (16) --
Trade receivables 78 627 229 253
Inventories 241 367 350 492
Trade payables (370) 79 (310) 132
Other assets and liabilities, net 291 (1,153) 302 (294)
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (161) 19 671 254
---------------------------------------------------------------------------------------------------------------------
Investing activities
Changes in financing receivables 390 264 209 152
Purchases of marketable securities (other than trading) (2,781) (4,377) (472) (2,041)
Purchases of property, plant and equipment (547) (602) (156) (158)
Acquisitions of businesses (net of cash acquired) (55) (144) (6) (45)
Proceeds from sales of marketable securities (other than trading) 3,049 4,525 567 1,889
Proceeds from sales of property, plant and equipment 155 476 59 86
Proceeds from sales of businesses (net of cash disposed) 543 2,509 78 2,252
---------------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities 754 2,651 279 2,135
---------------------------------------------------------------------------------------------------------------------
Financing activities
Changes in borrowings (1,028) (2,815) (797) (1,796)
Treasury and capital stock transactions 2,675 -- 2,519 --
Other (56) 3 (78) 70
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,591 (2,812) 1,644 (1,726)
---------------------------------------------------------------------------------------------------------------------
Effects of exchange rate changes on cash and equivalents 150 141 55 91
Adjustment for the net change in cash and equivalents in assets held
for sale in discontinued operations (1) 26 (37) 144
---------------------------------------------------------------------------------------------------------------------
Net change in cash and equivalents - continuing operations 2,333 25 2,612 898
---------------------------------------------------------------------------------------------------------------------
Cash and equivalents beginning of period 2,336 2,311 2,057 1,438
---------------------------------------------------------------------------------------------------------------------
Cash and equivalents end of period $ 4,669 $ 2,336 $ 4,669 $ 2,336
=====================================================================================================================
Interest paid $ 438 $ 482 $ 114 $ 37
Taxes paid $ 238 $ 298 $ 81 $ 96
---------------------------------------------------------------------------------------------------------------------
*Reclassified to reflect the change in all provisions (previously this line was comprised of restructuring
provisions only)
Page 3 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
ABB Ltd notes to summary consolidated financial statements
(US$ in millions, except per share data)
Note 1 The Summary Consolidated Financial Statements
The summary consolidated financial information is prepared on the basis of
accounting principles generally accepted in the United States (USGAAP) and is
presented in United States dollars ($) unless otherwise stated. Data for orders
and number of employees are shown as additional information and are not required
disclosure under USGAAP.
The par value of capital stock is denominated in Swiss francs (CHF).
The Company considers earnings before interest and taxes (operating income),
which excludes interest and dividend income, interest and other finance expense,
provision for taxes, minority interest and loss from discontinued operations,
net of tax, to be the most relevant measure of the Company's and its divisions'
financial and operational performance. Accordingly, the Company evaluates itself
and its divisions based on earnings before interest and taxes (operating
income).
Note 2 Developments in the Year Ended December 31, 2003:
-Annual general meeting
At the Company's annual general meeting held on May 16, 2003, the Company's
shareholders approved amendments to the Company's articles of incorporation
providing for authorized share capital and an increase in contingent share
capital. The amendments included the creation of CHF 250 million in
authorized share capital, replacing CHF 100 million that expired in June
2001. This entitled the Company's board of directors to issue up to 100
million new ABB shares, of which approximately 30 million were registered
in December 2003 for use with the pre-packaged plan of reorganization of
the Company's U.S. subsidiary, Combustion Engineering, Inc.
The amendments also included an increase of contingent capital from CHF 200
million to CHF 750 million, allowing the issuance of up to a further 300
million new ABB Ltd shares which may be used primarily for the exercise of
conversion rights granted in connection with issuance of bonds and other
financial market instruments and for the issuance of new shares to
employees.
-Capital-strengthening activities
In September 2003, the Company issued CHF 1,000 million aggregate principal
amount of convertible unsubordinated bonds due 2010 (see Note 2 -
Borrowings).
In October 2003, the Company announced a three-component
capital-strengthening program, comprising of a share capital increase, a
credit facility agreement and a bond issuance.
As part of this program, in November 2003, the Company signed a three-year
$1 billion unsecured revolving credit facility agreement with a group of
banks and issued a 650 million Euro (EUR) denominated bond (see Note 2 -
Borrowings).
In November 2003, at an extraordinary general meeting of shareholders, the
shareholders resolved to increase the Company's share capital by
approximately 840 million shares through a rights issue. In December 2003,
the
Page 4 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
Company completed the 7-for-10 rights offering for the 840 million new
registered shares at an offer price of CHF 4 per share. The capital
increase resulted in net cash proceeds of approximately $2.5 billion (see
Note 4 - Summary of Consolidated Stockholders' Equity).
-Sale of treasury shares
In March 2003, the Company sold 80 million treasury shares in two
transactions for approximately $156 million.
-Significant divestitures
In March 2003, the Company completed the sale of its aircraft leasing
business for approximately $90 million. The Company provided subordinated
lendings to the buyers, partially financing the sold business. Following
the introduction of Financial Accounting Standards Board Interpretation No.
46, Consolidation of Variable Interest Entities, the Company determined
that it is the primary beneficiary of the variable interest entity
established by the buyer that purchased the aircraft leasing business and
accordingly consolidated this entity. No gain or loss was registered on
this transaction.
In May 2003, the Company completed the sale of its interest in Sinopec
Corp. (located in China), previously recorded in marketable securities, for
approximately $82 million, resulting in a loss on sale of $40 million
recorded in interest and other finance expense.
In June 2003, the Company completed the sale of its interests in certain
investees in Australia for approximately $90 million, resulting in a gain
on sale of $28 million recorded in other income (expense), net.
In June 2003, the Company completed the sale of its entire 35% interest in
Swedish Export Credit Corporation to the Government of Sweden for 1,240
million Swedish krona (SEK), resulting in net proceeds of approximately
$149 million and a loss on sale of $80 million recorded in other income
(expense), net.
In August 2003, the Company completed the sale of its Building Systems
businesses in Sweden, Norway, Denmark, Finland, Russia and the Baltics to
YIT Corporation of Helsinki, Finland for approximately $213 million,
resulting in a gain on sale of $124 million recorded in other income
(expense), net.
In 2003, the Company completed the sale of its Building Systems businesses
in several other countries, principally Belgium, the Netherlands, Austria
and the United Kingdom for aggregate proceeds of approximately $21 million,
resulting in a loss on sale of $41 million recorded in other income
(expense), net.
In December 2003, the Company completed the sale of ABB Export Bank in
Switzerland for approximately $50 million, resulting in a loss on sale of
$12 million recorded in loss from discontinued operations, net of tax.
-Reclassifications and restatements
Amounts in prior periods have been reclassified to conform to the Company's
current presentation, primarily relating to the treatment of certain
businesses as assets and liabilities held for sale and in discontinued
operations.
Page 5 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
-Restructuring programs
In October 2002, the Company announced the Step change program. The goals
of the Step change program are to increase competitiveness of the Company's
core businesses, reduce overhead costs and streamline operations by
approximately $900 million on an annual basis by 2005. The Step change
program is expected to be completed by mid-2004.
In 2003, related to the Step change program, the Company recognized
restructuring charges of $181 million related to workforce reductions and
$54 million related to lease terminations and other exit costs. Termination
benefits of $145 million were paid to approximately 1,500 employees and $48
million were paid to cover costs associated with lease terminations and
other exit costs. Workforce reductions include production, managerial and
administrative employees. Based on changes in management's original
estimate a $4 million decrease in the amounts accrued for workforce
reductions, lease terminations and other exit costs have been included in
other income (expense), net. Currency fluctuations resulted in a $27
million increase in the liabilities accrued for workforce reductions, lease
terminations and other exit costs. At December 31, 2003, accrued
liabilities included $94 million for termination benefits and $37 million
for lease terminations and other exit costs.
As a result of the Step change program, certain assets, inventories and
property, plant and equipment have been identified as impaired or will no
longer be used in continuing operations. The Company recorded $3 million in
2003, to write down these assets to fair value. These costs are included in
cost of sales and other income (expense), net.
Certain other restructuring programs were initiated during 2003 at
specified locations not included in the Step change program. The goal of
these programs are to increase efficiencies by reducing headcount and
streamlining operations. These programs are expected to increase
productivity of the non-core businesses.
In 2003, the Company recognized restructuring charges of $83 million
related to workforce reductions and $25 million related to lease
terminations and other exit costs. Termination benefits of $34 million were
paid to approximately 1,300 employees and $10 million were paid to cover
costs associated with lease terminations and other exit costs. Workforce
reductions include production, managerial and administrative employees.
Based on changes in management's original estimate, a $6 million decrease
the amounts accrued for workforce reductions, lease terminations and other
exit costs have been included in other income (expense), net. Currency
fluctuations resulted in a $10 million increase in the liabilities accrued
for workforce reductions, lease terminations and other exit costs. At
December 31, 2003, accrued liabilities included $67 million for termination
benefits and $35 million for lease terminations and other exit costs.
As a result of other restructuring programs, certain assets, inventories
and property, plant and equipment have been identified as impaired or will
no longer be used in continuing operations. The Company recorded $11
million in 2003, to write down these assets to fair value. These costs are
included in cost of sales and other income (expense), net.
The 2001 program initiated in July 2001 in an effort to improve
productivity, reduce cost base, simplify product lines, reduce multiple
location activities and perform other downsizing in response to weakening
markets and consolidation of major customers in certain industries
continued to be paid out in 2003.
In 2003, the Company paid termination benefits of $99 million to
approximately 2,270 employees and $12 million to cover costs associated
with lease terminations and other exit costs related to the 2001 program.
Based on changes in management's original estimate a $22 million decrease
in the amounts accrued for workforce reductions, lease terminations and
other exit costs have been included in other income (expense), net.
Currency fluctuations resulted in a $23 million increase in the liabilities
accrued for workforce reductions, lease terminations and other exit costs.
At December 31, 2003, accrued liabilities included $9 million for
termination benefits and $27 million for lease terminations and other exit
costs. The 2001 program was substantially completed during 2002 and the
remaining liability will be substantially paid out in 2004.
Page 6 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
-------------------------------------------------------------------------------------------------------------
Step 2001
change program Other Total
Year ended December 31, 2003 --------------------------------------------
(in millions)
-------------------------------------------------------------------------------------------------------------
Restructuring charge for workforce reduction $ 181 $ -- $ 83 $ 264
Restructuring charge for lease terminations and other 54 -- 25 79
Write down cost 3 -- 11 14
Change in estimate (4) (22) (6) (32)
--------------------------------------------
Total restructuring charges and related asset write-downs $ 234 $ (22) $ 113 $ 325
============================================
-------------------------------------------------------------------------------------------------------------
-Borrowings
The Company's total reported borrowings outstanding at December 31, 2003,
and 2002, amounted to $7,887 million and $7,928 million, respectively.
In November 2003, as part of the capital-strengthening program, the Company
entered into a new unsecured syndicated $1.0 billion 3-year revolving
credit facility, which became available in December upon the fulfillment of
certain conditions, including the repayment and cancellation of the
existing $1.5 billion facility. No amount was drawn under this new facility
at December 31, 2003.
The new credit facility contains certain financial covenants in respect of
minimum interest coverage, maximum net leverage and a minimum level of
consolidated net worth. The Company is required to meet these covenants on
a quarterly basis beginning with the period ending December 31, 2003. As of
December 31, 2003, the Company was in compliance with the financial
covenants contained in the new credit facility.
In September 2003, the Company issued CHF 1,000 million aggregate principal
amount of convertible unsubordinated bonds due 2010. The bonds pay interest
annually in arrears at a fixed annual rate of 3.5% and were initially
convertible into 83,682,008 fully paid ordinary shares of the Company at a
conversion price and conversion ratio of CHF 11.95 and 418.41004 shares,
respectively. The conversion price is subject to adjustment provisions to
protect against dilution or change in control. As a result of the decision
at the extraordinary general meeting of shareholders on November 20, 2003
to increase the share capital of the Company by issuing some 840 million
shares, the conversion price and conversion ratio of the bonds were
adjusted to CHF 9.53 and 524.65897 shares, respectively. Consequently, the
bonds are now convertible into 104,931,794 fully paid ordinary shares of
the Company.
In November 2003, the Company completed a further step in the
capital-strengthening program by issuing bonds with an aggregate principal
amount of EUR 650 million. These bonds pay interest semi-annually in
arrears at a fixed annual rate of 6.5%.
-Accounting for the USD convertible bond
In May 2002, the Company issued $968 million aggregate principal amount of
convertible unsubordinated bonds due 2007. The bonds pay interest
semi-annually in arrears at a fixed annual rate of 4.625%. The bonds were
initially convertible into 84,940,935 fully paid ordinary shares of the
Company at a conversion price of CHF 18.48 (converted into U.S. dollars at
a fixed conversion rate of CHF 1.6216 per U.S. dollar). The conversion
price is subject to adjustment provisions to protect against dilution or
change in control. As a result of the decision at the extraordinary general
meeting of shareholders on November 20, 2003 to increase the share capital
of the Company by issuing some 840 million shares, the conversion price of
the bonds was adjusted to CHF 14.64 (converted into U.S. dollars at the
fixed conversion rate of CHF 1.6216 per U.S. dollar), representing a total
of 107,220,546 fully paid ordinary shares of the Company if the bonds were
fully converted.
Page 7 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
The Company's shares to be issued if the bonds are converted are
denominated and traded in Swiss francs while the bonds are denominated in
U.S. dollars. Therefore, under Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended, a component of the convertible bonds must be accounted for as a
derivative. A portion of the issuance proceeds is deemed to relate to the
value of the derivative on issuance and subsequent changes in value of the
derivative are recorded through earnings and as an adjustment to the
carrying value of the bond. The allocation of a portion of the proceeds to
the derivative creates a discount on issuance which is amortized to
earnings over the life of the bond. Through December 31, 2002, as a result
of the decline in the Company's share price since issuance of the bonds,
the Company recorded a gain from the change in fair value of the
derivative, partially offset by amortization of the effective discount,
resulting in a net decrease to interest and other finance expense of $215
million, with a corresponding reduction in long-term borrowings. At
December 31, 2003, as a result of an increase in the value of the
derivative since December 31, 2002, combined with the continued
amortization of the discount on issuance, there was a charge to earnings of
$84 million in 2003 and a corresponding increase in long-term borrowings,
when compared to the December 31, 2002 balance.
-Discontinued operations and businesses held for sale
Discontinued businesses are accounted for in accordance with Statement of
Financial Accounting Standards No. 144 (SFAS 144), Accounting for the
Impairment or Disposal of Long-Lived Assets, issued in August 2001 by the
Financial Accounting Standards Board. The balance sheet and income
statement data for all periods presented have been restated to present the
financial position and results of operations of the businesses meeting the
criteria of SFAS 144 as discontinued operations. In addition, the balance
sheet data for all periods presented have been restated to present the
financial position of the businesses meeting the criteria of SFAS 144 as
assets and liabilities held for sale. In the statement of cash flows, the
amounts related to businesses with assets and liabilities held for sale and
in discontinued operations are not segregated, as permitted by Statement of
Financial Accounting Standards No. 95, Statement of Cash Flows.
The following divestments are in line with the Company's strategy to focus
on power and automation technologies for industry and utility customers.
In November 2002, the Company completed the sale of the majority of its
Structured Finance business to GE Commercial Finance for total cash
proceeds of approximately $2.0 billion. The Structured Finance portfolio
divested includes global infrastructure financing, equipment leasing and
financing businesses. The results of operations of this business are
reflected as discontinued operations.
In December 2002, the Company completed the sale of its Metering business
to Ruhrgas Industries GmbH of Germany, for total cash proceeds of
approximately $223 million. Water and electricity metering was no longer a
core business for the Company. The results of operations of this business
are reflected as discontinued operations.
In January 2004, the Company signed an agreement to sell most of its
upstream business in the Oil, Gas and Petrochemicals division to a private
equity consortium consisting of Candover Partners Limited, JP Morgan
Partners LLC and 3i Group PLC for an initial purchase price of $925 million
and a maximum of $50 million of contingent consideration which is subject
to reduction based on the financial results of the business in 2004. The
purchase price is subject to adjustments in connection with the closing of
the transaction based on assets and liabilities of the business at closing.
The results of operations of this business are reflected as discontinued
operations. In addition, the downstream business of the Oil, Gas and
Petrochemicals division has also been presented as a discontinued
operation, as the Company has committed to dispose of the business and is
actively pursuing its plan to do so.
In December 2003, the Company completed the sale of ABB Export Bank in
Switzerland for approximately $50 million, resulting in a loss on sale of
$12 million. This divestment reflects the Company's continued strategy to
discontinue its Structured Finance businesses. The results of operations of
this business are reflected as discontinued operations.
Page 8 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
In December 2003, the Company contracted to sell its reinsurance business
to White Mountains Insurance Group Limited, a Bermuda-based insurance
holding company, for SEK 3,220 million (approximately $425 million). As a
result of the anticipated sale, the Company has recorded $97 million in
loss from discontinued operations, net of tax, in 2003. The loss consists
of an impairment charge on the asset value of the business, goodwill
write-offs and transaction-related costs for approximately $153 million
(including an interest allocation of $15 million) and tax charges of $47
million, partly offset by the results of operations of the business of $103
million. The results of operations of this business are reflected as
discontinued operations. As of December 31, 2003, the assets and
liabilities of the Building Systems business of Switzerland has been
reflected in assets and liabilities held for sale and in discontinued
operations. The results of operations have been reflected in continuing
operations.
In addition, the Company has also reflected other minor operations and
projects as discontinued operations.
In discontinued operations, the Company also recorded provisions for the
settlement of asbestos claims and charges related to the pre-packaged plan
of reorganization for Combustion Engineering, Inc, under Chapter 11 of the
United States Bankruptcy Code (see Note 2 - Commitments and contingencies).
The loss from discontinued operations, net of tax, of $853 million
recognized in 2003 includes revenues of $4,284 million, primarily related
to the Oil, Gas and Petrochemicals division.
At December 31, 2003, the major classes of assets held for sale and in
discontinued operations were: $2,056 million of cash, cash equivalents and
marketable securities; $2,626 million of receivables; $337 million of
inventories; $227 million of prepaid expenses and other; $52 million of
financing receivables; $241 million of property, plant and equipment; $532
million of goodwill, $77 million of other intangible assets; $49 million of
prepaid pension and other related benefits; and $230 million of investments
and other. At December 31, 2003, the major classes of liabilities held for
sale and in discontinued operations were: $2,095 million of accounts
payable; $70 million of borrowings; $2,325 million of accrued liabilities
and other; $111 million of pension and post-retirement benefits; $370
million of deferred tax liabilities; and $129 million of other liabilities.
-Earnings per share
Basic earnings per share is calculated by dividing income by the
weighted-average number of shares outstanding during the period. Diluted
earnings per share is calculated by dividing income by the weighted-average
number of shares outstanding during the period, assuming that all
potentially dilutive securities were exercised and that any proceeds from
such exercises were used to acquire shares of the Company's stock at the
average market price during the period or the period the securities were
outstanding, if shorter. Potentially dilutive securities comprise:
outstanding written call options, if dilutive; the securities issued under
the Company's management incentive plan, to the extent the average market
price of the Company's stock exceeded the exercise prices of such
instruments; and shares issuable in relation to outstanding convertible
bonds, if dilutive.
The potential shares from the warrants and options outstanding that were
issued in connection with the Company's management incentive plan were
excluded from the computation of diluted earnings (loss) per share in all
periods presented, as their inclusion would have been antidilutive. The
potential shares from the convertible bonds were excluded from the
computation of diluted earnings (loss) per share in the three months and
year ended December 31, 2003, and in the three months ended December 31,
2002, as their inclusion would have been antidilutive.
Page 9 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
------------------------------------------------------------------------------------------------------------
January - December October - December
---------------------------------------------------
Basic earnings (loss) per share 2003 2002 2003 2002
---------------------------------------------------
(in millions, except per share data)
------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations $ 86 $ 75 $ 54 $ (99)
Loss from discontinued operations, net of tax (853) (858) (441) (729)
---------------------------------------------------
Net loss $ (767) $ (783) $ (387) $ (828)
===================================================
Weighted average number of shares outstanding 1,220 1,113 1,366 1,113
Basic earnings (loss) per share:
Income (loss) from continuing operations $ 0.07 $ 0.07 $ 0.04 $ (0.09)
Loss from discontinued operations, net of tax (0.70) (0.77) (0.32) (0.65)
---------------------------------------------------
Net loss $ (0.63) $ (0.70) $ (0.28) $ (0.74)
---------------------------------------------------------===================================================
--------------------------------------------------------------------------------------------------------------
January - December October - December
-------------------------------------------------------
Diluted earnings (loss) per share 2003 2002 2003 2002
-------------------------------------------------------
(in millions, except per share data)
--------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations $ 86 $ 75 $ 54 $ (99)
Effect of dilution:
Convertible bonds, net of tax -- (187) -- --
-------------------------------------------------------
Income (loss) from continuing operations, adjusted 86 (112) 54 (99)
Loss from discontinued operations, net of tax (853) (858) (441) (729)
-------------------------------------------------------
Net loss, adjusted $ (767) $ (970) $ (387) $ (828)
=======================================================
Weighted average number of shares outstanding 1,220 1,113 1,366 1,113
Dilution from convertible bonds -- 53 -- --
-------------------------------------------------------
Diluted weighted average number of shares outstanding 1,220 1,166 1,366 1,113
=======================================================
Diluted earnings (loss) per share:
Income (loss) from continuing operations $ 0.07 $ (0.10) $ 0.04 $ (0.09)
Loss from discontinued operations, net of tax $ (0.70) $ (0.73) $ (0.32) $ (0.65)
-------------------------------------------------------
Net loss, adjusted $ (0.63) $ (0.83) $ (0.28) $ (0.74)
=======================================================
--------------------------------------------------------------------------------------------------------------
-Stock-based compensation
The Company maintains a management incentive plan under which it offers
stock warrants to key employees, for no consideration. The Company accounts
for the warrants using the intrinsic value method of APB Opinion No. 25,
Accounting for Stock Issued to Employees, as permitted by Statement of
Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock
Based Compensation. All warrants were issued with exercise prices greater
than the market prices of the stock on the dates of grant. Accordingly, the
Company has recorded no compensation expense related to the warrants,
except in circumstances when
Page 10 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
a participant ceases to be employed by a consolidated subsidiary, such as
after a divestment by the Company. The following table illustrates the
effect on net income and earnings per share if the Company had applied the
fair value recognition provisions of SFAS 123 to stock-based employee
compensation. Fair value of the warrants was determined on the date of
grant by using the Binomial option model.
In December 2003, the Company granted warrants and warrant appreciation
rights to certain employees under its management incentive plan. The
warrants are exercisable for shares at a predetermined price, not less than
the fair market value as of the date of grant. Each warrant appreciation
right entitles the holder to an amount in cash equal to the market price of
one equivalent warrant on the SWX Swiss Exchange on the date of exercise of
the warrant appreciation right. The aggregate fair value at the date of
grant of warrants and WARs granted in December 2003 was $21 million.
-----------------------------------------------------------------------------------------------------------
January - December October - December
----------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------
(in millions, except per share data)
-----------------------------------------------------------------------------------------------------------
Net loss, as reported $ (767) $ (783) $ (387) $ (828)
Less: Total stock-based employee compensation expense
determined under fair value method for all awards, net
of related tax effects (11) (22) (1) (6)
----------------------------------------------------
Pro forma net loss $ (778) $ (805) $ (388) $ (834)
====================================================
Basic and diluted loss per share:
Basic - as reported $ (0.63) $ (0.70) $ (0.28) $ (0.74)
Basic - pro forma $ (0.64) $ (0.72) $ (0.28) $ (0.75)
Diluted - as reported $ (0.63) $ (0.83) $ (0.28) $ (0.74)
Diluted - pro forma $ (0.64) $ (0.85) $ (0.28) $ (0.75)
-----------------------------------------------------------------------------------------------------------
-Commitments and contingencies
Asbestos
On July 31, a U.S. district court approved a pre-packaged Chapter 11
protection plan filed earlier in the year by the Company's U.S.
subsidiary, Combustion Engineering, marking further progress towards a
settlement of the asbestos issue. Following the court's approval, an
appeals period began before the U.S. 3rd Circuit Court of Appeals. All
documentation was received by the court on October 7. A hearing date
was set for February 4, 2004 but was postponed. The Company is
currently waiting for a new date and remains confident that the plan
will be approved.
Note 3 New Accounting Standards
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 (SFAS 143), Accounting for Asset
Retirement Obligations, which is effective for fiscal years beginning after June
15, 2002, and requires that the fair value of a legal obligation associated with
the retirement of tangible long-
Page 11 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
lived assets be recognized in the period in which it is incurred. The associated
asset retirement costs are capitalized as part of the carrying amount of the
asset and allocated to expense over its useful life. The Company adopted SFAS
143 effective January 1, 2003. The adoption of SFAS 143 did not have a material
impact on the Company's results of operations.
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment
or Disposal of Long-Lived Assets. This Statement supersedes Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-lived Assets to Be Disposed Of, while retaining
many of its requirements regarding impairment loss recognition and measurement.
In addition, the new Statement broadens the presentation of discontinued
operations to include more sold and abandoned businesses. The Company adopted
this statement effective January 1, 2002, and, as a result, reflected the
assets, liabilities and results of operations of certain businesses and groups
of assets as discontinued operations and also reflected the assets and
liabilities of certain businesses and groups of assets as assets and liabilities
held for sale for all periods presented to the extent these businesses and
groups of assets meet the new criteria. Disposals and abandonments in previous
years were not re-evaluated or reclassified.
In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections, which
rescinds previous requirements to reflect all gains and losses from debt
extinguishment as extraordinary. The Company elected to early adopt the new
standard effective April 1, 2002, and, as a result, the gains from
extinguishment of debt of $6 million recorded as extraordinary items in the
first quarter of 2002 are no longer reflected in extraordinary items.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. The Company adopted and applied this standard effective January 1,
2003, to restructuring activities initiated after that date.
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45
requires the guarantor to recognize a liability for the non-contingent component
of a guarantee; that is the obligation to stand ready to perform in the event
that specified triggering events or conditions occur. The initial measurement of
this liability is the fair value of the guarantee at its inception. The
recognition of the liability is required even if it is not probable that
payments will occur under the guarantee or if the guarantee was issued with a
premium payment or as part of a transaction with multiple elements. FIN 45 also
requires additional disclosures related to guarantees. The Company has adopted
the disclosure requirements of FIN 45 as of December 31, 2002. The recognition
and measurement provisions of FIN 45 are effective for all guarantees entered
into or modified after December 31, 2002. The Company has adopted the
recognition and measurement requirements of FIN 45 as of January 1, 2003. The
adoption of the recognition and measurement requirements of FIN 45 did not have
a material impact on the Company's results of operations.
In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 148 (SFAS 148), Accounting for Stock-Based
Compensation - Transition and Disclosure. An Amendment of FASB Statement No.
123. The Company has elected to continue with its current practice of applying
the recognition and measurement principles of APB No. 25, Accounting for Stock
Issued to Employees. The Company has adopted the disclosure requirements of SFAS
148 as of December 31, 2002.
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 requires
variable interest entities (VIEs) to be consolidated by their primary
beneficiaries. During 2003, the Company adopted the requirements of FIN 46 and
applied the guidance to all VIEs in which the Company has an interest. In March
2003, the Company sold its aircraft-leasing portfolio in Sweden to a third
party. The buyer established a VIE upon acquisition, exclusively for the purpose
of servicing the aircraft-leasing portfolio. Subsequent to divestment, the
Company continued its involvement in the VIE by providing significant financial
support in the form of mezzanine and subordinated financing of approximately $90
million. As the primary beneficiary, the Company retained $182 million of assets
and acquired $76 million of third party long-term borrowings through
consolidation of the VIE as of December 31, 2003. FIN 46 was revised in December
2003, which among various changes added additional scope exceptions. The Company
will adopt the December revision (FIN 46R) by March 2004. The Company has
substantially completed its assessment of the effects of the adoption of FIN 46R
and does not expect such effects to be material to its consolidated financial
position.
Page 12 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
In November 2002, the Emerging Issues Task Force of the Financial Accounting
Standards Board issued Emerging Issues Task Force No. 00-21 (EITF 00-21),
Accounting for Revenue Arrangements with Multiple Deliverables, which was
amended in January 2003 and requires that (a) revenue should be recognized
separately for separate units of accounting in multiple deliverables
arrangement, (b) revenue for a separate unit of accounting should be recognized
only when the arrangement consideration is reliably measurable and the earnings
process is substantially complete, and (c) consideration should be allocated
among the separate units of accounting based on their relative fair value. EITF
00-21 is applicable to transactions entered into after June 30, 2003. The
adoption of EITF 00-21 did not have a material impact on the Company's financial
position as of December 31, 2003, or on its results of operations for the year
then ended.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150 (SFAS 150), Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity. SFAS
150 establishes how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. This statement
requires that an issuer classify a financial instrument that is within the scope
of the statement as a liability. SFAS 150 applies to all financial instruments
entered into after May 31, 2003, and otherwise became effective for the Company
after June 15, 2003. In November 2003, SFAS 150 was amended to indefinitely
defer the measurement and recognition guidance for non-controlling interests
that are classified as equity in a subsidiary of the Company but that would be
classified as a liability in the parent's financial statements under SFAS 150.
However, SFAS 150, as amended, provides guidance on classification and
disclosure of mandatorily redeemable non-controlling interests. The Company has
adopted the measurement, classification and disclosure criteria of SFAS 150, as
amended. The adoption of SFAS 150 did not have a material impact on the
Company's financial position as of December 31, 2003, or on its results of
operations for the year then ended.
In May 2003, the Emerging Issues Task Force of the Financial Accounting
Standards Board issued Emerging Issues Task Force No. 03-4 (EITF 03-4),
Determining the Classification and Benefit Attribution Method for a "Cash
Balance" Plan. EITF 03-4 clarifies that a cash balance plan, as defined by the
guidance, should be accounted for as a defined benefit plan using the
traditional unit credit attribution method. The Company adopted EITF 03-4 in May
2003. As a result the Company accounts for certain of its plans in Switzerland
as cash balance plans in accordance with EITF 03-4. The adoption of EITF 03-4
reduced the unfunded amounts of the Company's Swiss pension plans but did not
have a material impact on the Company's financial position as of December 31,
2003, or on its results of operations for the year then ended.
Note 4 Summary of Consolidated Stockholders' Equity
------------------------------------------------------------------------------------------------------
(in millions)
Stockholders' equity at January 1, 2003 $ 1,013
Comprehensive loss:
Net loss (767)
Foreign currency translation adjustments 3
Unrealized gain on available-for-sale securities, net of tax 65
Minimum pension liability adjustment, net of tax 19
Unrealized gain on cash flow hedge derivatives, net of tax 41
--------
Total comprehensive loss (639)
-------------
Sale of treasury stock 156
Capital increase 2,487
Call options 9
-------------
Stockholders' equity at December 31, 2003 (audited) $ 3,026
=============
------------------------------------------------------------------------------------------------------
As of December 31, 2003, the Company has 2,440,016,034 authorized shares. Of
these, 2,070,314,947 shares are registered, including 30,298,913 shares that are
reserved for use with the pre-packaged plan of reorganization of the Company's
U.S. subsidiary, Combustion Engineering, Inc.
Page 13 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
Note 5 Segment and Geographic Data
In order to streamline the Company's structure and improve operational
performance, the Company has, as of January 1, 2003, put into place two new
divisions: Power Technologies, which combines the former Power Technology
Products and Utilities divisions; and Automation Technologies, which combines
the former Automation Technology Products and Industries divisions.
-The Power Technologies division serves electric, gas and water utilities, as
well as industrial and commercial customers, with a broad range of products,
systems and services for power transmission, distribution and power plant
automation.
-The Automation Technologies division blends a product, system and service
portfolio with end-user expertise and global presence to deliver solutions
for control, motion, protection, and plant optimization across the full
range of process, discrete and utility industries.
-The Non-core activities division was created in the fourth quarter of 2002 to
group the following activities and businesses of the Company: Equity
Ventures, the remaining Structured Finance business, the remaining Building
Systems business, New Ventures, Customer Service, Group Processes and
Logistic Systems.
Inter-division transactions are eliminated in Corporate.
The Company evaluates performance of its divisions based on earnings before
interest and taxes (operating income), which excludes interest and dividend
income, interest and other finance expense, provision for taxes, minority
interest, and loss from discontinued operations, net of tax. In accordance with
Statement of Financial Accounting Standards No. 131, Disclosures about Segments
of an Enterprise and Related Information, the Company presents division
revenues, depreciation and amortization, and earning before interest and taxes
(operating income), all of which have been restated to reflect the changes to
the Company's internal structure.
Page 14 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
Segment data
------------
---------------------------------------------------------------------------------------------------------
Orders received
--------------------------------------------------------------------
(in millions) January - December October - December
--------------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Power Technologies $ 7,708 $ 6,753 $ 1,960 $ 1,569
Automation Technologies 9,961 8,680 2,637 2,169
Non-core activities 2,313 3,477 292 913
Corporate(1) (1,279) (1,558) (215) (363)
--------------------------------------------------------------------
Total $ 18,703 $ 17,352 $ 4,674 $ 4,288
====================================================================
---------------------------------------------------------------------------------------------------------
Revenues
--------------------------------------------------------------------
(in millions) January - December October - December
--------------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Power Technologies $ 7,680 $ 6,963 $ 2,184 $ 2,010
Automation Technologies 9,897 8,464 2,774 2,379
Non-core activities 2,537 3,447 410 955
Corporate(1) (1,319) (1,408) (287) (336)
--------------------------------------------------------------------
Total $ 18,795 $ 17,466 $ 5,081 $ 5,008
====================================================================
---------------------------------------------------------------------------------------------------------
Earnings before interest and taxes (operating income)
--------------------------------------------------------------------
(in millions) January - December October - December
--------------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Power Technologies $ 563 $ 433 $ 170 $ 93
Automation Technologies 773 517 225 107
Non-core activities (181) (181) (62) (78)
Corporate(1) (499) (423) (146) (121)
--------------------------------------------------------------------
Total $ 656 $ 346 $ 187 $ 1
====================================================================
---------------------------------------------------------------------------------------------------------
Depreciation and amortization
--------------------------------------------------------------------
(in millions) January - December October - December
--------------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Power Technologies $ 180 $ 166 $ 47 $ 44
Automation Technologies 255 202 67 54
Non-core activities 77 98 18 30
Corporate 65 78 17 25
--------------------------------------------------------------------
Total $ 577 $ 544 $ 149 $ 153
====================================================================
Page 15 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
---------------------------------------------------------------------------------------------------------
Capital expenditures(2)
--------------------------------------------------------------------
(in millions) January - December October - December
--------------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------------------------------------------------
Power Technologies $ 120 $ 114 $ 43 $ 38
Automation Technologies 157 133 57 46
Non-core activities 69 45 20 10
Corporate 53 144 23 26
--------------------------------------------------------------------
Total $ 399 $ 436 $ 143 $ 120
====================================================================
--------------------------------------------------------------------------------------------------------------
(in millions) Net operating assets
---------------------------------------------------------------------
December 31, 2003 September 30, 2003 December 31, 2002
--------------------------------------------------------------------------------------------------------------
Power Technologies $ 2,624 $ 2,821 $ 2,335
Automation Technologies 3,787 3,936 3,483
Non-core activities 1,879 2,175 2,398
Corporate 1,396 1,363 1,610
---------------------------------------------------------------------
Total $ 9,686 $ 10,295 $ 9,826
=====================================================================
---------------------------------------------------------------------------------------------------------
Number of employees(3)
--------------------------------------------
December 31, 2003 December 31, 2002
---------------------------------------------------------------------------------------------------------
Power Technologies 38,700 41,200
Automation Technologies 55,300 56,600
Non-core activities 8,700 26,500
Oil, Gas and Petrochemicals 11,100 11,900
Corporate 2,700 2,900
--------------------------------------------
Total 116,500 139,100
============================================
Geographic Information
----------------------
----------------------------------------------------------------------------------------------------------
Orders received(4)
---------------------------------------------------------------------
(in millions) January - December October - December
---------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------
Europe $ 10,391 $ 9,695 $ 2,637 $ 2,394
The Americas 3,131 3,739 751 690
Asia 3,331 2,528 934 747
Middle East and Africa 1,850 1,390 352 457
---------------------------------------------------------------------
Total $ 18,703 $ 17,352 $ 4,674 $ 4,288
=====================================================================
Page 16 of 17
ABB [Graphic omitted]
Financial Information Twelve Months, 2003
----------------------------------------------------------------------------------------------------------
Revenues(4)
---------------------------------------------------------------------
(in millions) January - December October - December
---------------------------------------------------------------------
2003 2002 2003 2002
----------------------------------------------------------------------------------------------------------
Europe $ 10,332 $ 9,739 $ 2,692 $ 2,761
The Americas 3,572 3,834 962 1,000
Asia 3,346 2,587 953 808
Middle East and Africa 1,545 1,306 474 439
---------------------------------------------------------------------
Total $ 18,795 $ 17,466 $ 5,081 $ 5,008
=====================================================================
(1) Includes adjustments to eliminate inter-division transactions.
(2) Capital expenditures reflect purchases of fixed tangible assets.
(3) Includes businesses in discontinued operations.
(4) Orders received and revenues have been reflected in the regions based on the location of the customers.
Page 17 of 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: February 19, 2004 By: /s/ HANS ENHOERNING
-----------------------------------
Name: Hans Enhoerning
Title: Group Vice President,
Assistant General Counsel
By: /s/ FRANCOIS CHAMPAGNE
-----------------------------------
Name: Francois Champagne
Title: Group Vice President,
Senior Counsel