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: October 2002
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 October 24, 2002, in
respect of its financial results for the third quarter of its 2002 fiscal
year.
2. Summary financial information for the nine months ended September 30, 2002,
of the Company and Consolidated Subsidiaries.
3. Slide presentation posted on the Company's website in connection with its
conference call on October 24, 2002.
Press Release
ABB acts to lower cost base after weak Q3
July-Sep July-Sep Change Change in US$ in Jan-Sep Jan-Sep Change Change in
2002 2001 local millions 2002 2001 local
currencies currencies
4,635 5,050 -8% -13% Orders 16,162 17,362 -7% -8%
5,457 5,609 -3% -7% Revenues 16,042 16,363 -2% -3%
47 132 -64% -72% Earnings 405 727 -44% -46%
before
interest
and taxes
(EBIT)
-183 23 Net income -82 289
Zurich, Switzerland, October 24, 2002 - ABB today announced measures to lower
its cost base after a fall in orders and earnings before interest and taxes
(EBIT) in the third quarter of 2002. The decline was due to a weakening economic
climate, higher project execution costs, investment writedowns by New Ventures,
and later-than-expected benefits of the restructuring program initiated in July
2001.
"Given the weaker economic climate, many of our businesses performed well, with
three out of five divisions increasing EBIT margins," said chairman and CEO
Jurgen Dormann. "But it is clear our overall cost base is still much too high,
and that the benefits from our restructuring program have been slower than
expected."
Dormann announced a series of measures to increase operational performance and
cash flow, and said ABB will streamline its divisional structures to boost its
leading positions in its core power and automation technologies, secure greater
external focus and build a sustainable lower cost base. The Executive Committee
will be reduced from eight to six members.
The core businesses will be combined into two divisions, Power Technologies and
Automation Technologies. The Oil, Gas and Petrochemicals division is kept as a
separate unit, and will take an active part in the sector consolidation. The
Group Processes division will be dissolved.
In addition to the ongoing program to lower costs by US$ 500 million - which
will have full effect from mid-year 2003 - the Board of Directors decided to
initiate measures to further reduce the cost base by around 4 percent of
revenues, or US$ 800 million over the next 18 months.
"Our organizational measures will allow us to build on our leadership positions
in power and automation technologies, and secure competitive cost and
profitability levels even in a weak market," Dormann added.
"Achieving a significantly lower cost base is a key priority."
Dormann said ABB's financial position had improved considerably since March, and
confirmed that it was on track to reduce net debt by at least US$ 1.5 billion by
year-end 2002 from US$ 4.1 billion at year-end 2001.
Page 1 of 15
Results summary (third quarter 2002 compared to third quarter 2001)
o Orders down 13 percent in local currencies due to weaker markets and lower
large orders (down US$ 508 million)
o Revenues decreased 7 percent in local currencies
o EBIT fell 72 percent due to weaker markets, restructuring costs of US$ 54
million, higher project execution costs, and investment write-downs of US$
17 million
o Net income amounted to US$ -183 million compared to US$ 23 million in the
third quarter of 2001 after US$ -125 million in discontinued operations,
arising from the sale of Structured Finance
o Cash flow from operations was US$ -138 million compared to US$ 202 million
in the same period last year, after asbestos cash payments of US$ 54
million (included for the first time in net cash provided from operating
activities in order to simplify the cash flow presentation)
o Net debt was US$ 5.5 billion at the end of September compared to US$ 5.2
billion at the end of June, mainly due to higher operational investments
o U.S. subsidiary Combustion Engineering reported a 5 percent increase in new
asbestos claims compared to the second quarter of 2002. Settled claims
(excluding West Virginia) rose 9 percent over the same period. Claims
outstanding stood at 111,000, up from 102,700 at the end of the second
quarter. Cash payments were down slightly at US$ 54 million (second quarter
2002: US$ 55 million)
Organizational and management changes
ABB is realigning its structures from five to three divisions, to further
sharpen its focus on power and automation technologies for utility and industry
customers, simplify the organization, improve efficiency and cut costs.
The two new core divisions are Power Technologies, which combines the Power
Technology Products and Utilities divisions, and Automation Technologies, which
combines the Automation Technology Products and Industries divisions.
The new Power Technologies division, serving utility customers, will be headed
by Peter Smits. It will have about 43,000 employees and around US$ 8.5 billion
in annual revenues.
The Automation Technologies division, focusing on industry customers, will be
headed by Dinesh Paliwal. It will have about 63,000 employees and around US$
9.25 billion in revenues.
The Oil, Gas and Petrochemicals division will be maintained as a separate unit.
ABB said it would explore opportunities in the current process of consolidation
among suppliers to the large oil, gas and petrochemicals companies.
ABB has been approached by several companies seeking the division's
participation in the consolidation process. At this time, it is premature to
predict the outcome and timing of further steps, the company said.
Page 2 of 15
The Oil, Gas and Petrochemicals division employs around 12,000 people and had
revenues of US$3.5 billion in 2001.
As a further step to simplify the worldwide organization, ABB is dissolving its
Group Processes division, which has led the standardization of processes. The
process areas that have not already been embedded in the businesses will be
integrated into the divisions.
Jan Secher, who led Group Processes, has decided to leave ABB. Dormann thanked
Secher for his contributions to the company in a succession of senior management
positions.
"The new structure will allow us to serve our customers better, enhance the
external focus and more closely integrate our senior managers in local markets
into our global management teams," Dormann said. "We will push out more
responsibility to our business operations so that the frontline managers who run
the operations around the world have accountability for cost control, as well as
for revenue growth."
ABB said the Executive Committee appointments are effective immediately, and
that the new organizational structures will be implemented in the fourth
quarter. The company will report its financial results according to its present
organizational structure in 2002, and according to the new structure from the
first quarter of 2003.
These measures follow a restructuring program that was announced in July 2001.
At the end of September 2002, excluding acquisitions and divestments, a total of
about 13,100 jobs had been reduced.
The new ABB Executive Committee will comprise:
Jurgen Dormann, chairman and CEO
Peter Voser, Chief Financial Officer
Peter Smits, Power Technologies
Dinesh Paliwal, Automation Technologies
Erik Fougner, Oil, Gas and Petrochemicals (ad interim)
Gary Steel, Human Resources (from Jan. 1, 2003)
Board of Directors update
At its meeting on October 23, the Board of Directors appointed a new chairman of
the Nomination and Compensation Committee, to replace Jurgen Dormann following
his appointment as CEO. The new committee chairman is Hans Ulrich Maerki. The
board also appointed Jacob Wallenberg and Michel de Rosen as new members of the
committee.
Page 3 of 15
Third quarter performance - key figures in detail
US$ in millions July-Sep July-Sep Change Change in
(except per share data) 2002 2001 local
currencies
Group orders 4,635 5,050 -8% -13%
Utilities 924 1,754 -47% -48%
Industries 1,045 1,023 2% -2%
Oil, Gas & Petrochemicals 351 612 -43% -46%
Power Technology Products 1,039 1,138 -9% -11%
Automation Technology Products 1,218 1,163 5% -1%
Financial Services 409 348 18% 12%
Corporate/Other 1) -351 -988
Group revenues 5,457 5,609 -3% -7%
Utilities 1,213 1,423 -15% -15%
Industries 1,049 1,194 -12% -16%
Oil, Gas & Petrochemicals 911 902 1% -4%
Power Technology Products 1,072 1,063 1% -1%
Automation Technology Products 1,250 1,242 1% -4%
Financial Services 409 348 18% 12%
Corporate/Other 1) -447 -563
Group earnings before interest and taxes (EBIT) 47 132 -64% -72%
Utilities 8 36 -78% -77%
Industries 43 32 34% 34%
Oil, Gas & Petrochemicals 33 31 6% 4%
Power Technology Products 76 59 29% 25%
Automation Technology Products 86 110 -22% -25%
Financial Services 40 22 82% 61%
Corporate/Other 1) -239 -158
Group EBIT margin 0.9% 2.4%
Utilities 0.7% 2.5%
Industries 4.1% 2.7%
Oil, Gas & Petrochemicals 3.6% 3.4%
Power Technology Products 7.1% 5.6%
Automation Technology Products 6.9% 8.9%
Financial Services n.a. n.a.
Corporate/Other 1) n.a. n.a.
Net income -183 23
Earnings Per Share (US$ basic and diluted)
-Income from continuing operations -0.05 0.02
-Net income -0.16 0.02
Net cash provided by operating activities -138 202
1) Includes adjustments to eliminate inter-company transactions
Page 4 of 15
Third quarter 2002
Income statement
Third quarter orders decreased 13 percent in local currencies and 8 percent in
nominal terms compared to the third quarter of last year. All divisions except
Financial Services reported lower third quarter orders expressed in local
currencies.
Base orders (orders below US$ 15 million), representing 95 percent of third
quarter orders, went down by 2 percent in local currencies, while large orders
(orders above US$ 15 million) declined by 72 percent compared to last year. The
decline in large orders was mainly in Oil, Gas and Petrochemicals and Utilities.
Third quarter revenues declined by 7 percent in local currencies and by 3
percent in nominal terms. All divisions except Financial Services reported lower
revenues compared to the third quarter of 2001, expressed in local currencies.
The order backlog was US$ 14,295 million at the end of September, 6 percent
lower in local currencies since the end of June, reflecting weak order intake in
the third quarter.
EBIT margin was 0.9 percent, compared to 2.4 percent for the third quarter of
last year. Lower margins were recorded in Utilities as a result of increased
execution costs in some legacy projects, and in Automation Technology Products,
mainly due to weaker process automation markets. Industries and Power Technology
Products reported significantly higher margins for the third quarter of 2002,
while the Oil, Gas and Petrochemicals margin was slightly up.
EBIT decreased 72 percent in local currencies and 64 percent in nominal terms,
after US$ 54 million in restructuring charges (Q3 2001: US$ 13 million). Third
quarter EBIT for the operational businesses (before Corporate/Other costs)
decreased by only US$ 4 million to US$ 286 million from the comparable period in
2001, so the drop in EBIT is mainly due to higher Corporate/Other costs at US$
239 million (Q3 2001: US$ 158 million). Corporate/Other costs included US$ 17
million in write-downs of investments by New Ventures, as a result of weak
equity markets.
EBIT included Other Expense of US$ -43 million (Q3 2001: US$ 26 million). It
comprises:
- Restructuring charges of US$ 54 million (Q3 2001: US$ 13 million)
- Capital gains of US$ 9 million (Q3 2001: US$ 11 million)
- Write-downs of assets US$ 24 million (Q3 2001: US$ 2 million), mainly
investments in New Ventures
- Income from equity accounted companies, licenses and other of US$ 26 million
(Q3 2001: US$ 30 million).
Net financial expense was US$ 63 million compared with US$ 56 million in the
third quarter of 2001.
Income from discontinued operations was US$ -125 million compared to zero in the
third quarter of last year. This amount mainly comprises the expected capital
loss and fees related to the Structured Finance activities to be sold to GE
Commercial Finance and the operational income from the Metering business to be
sold to Ruhrgas Industries GmbH.
Page 5 of 15
Net income was US$ -183 million, compared to US$ 23 million in the same period
last year.
Cash flow and balance sheet
Net cash used in operating activities was US$ 138 million in the third quarter,
after asbestos cash payments of US$ 54 million, which were recorded for the
first time in this item to simplify the cash flow presentation. The movement in
"other assets and liabilities, net" (US$ -108 million) was mainly due to large
project execution, as customer advances were consumed and sales in excess of
invoicing (value-added work performed but not yet billed) built up. Trade
receivables (US$ 161 million) and inventories (US$ 67 million) both contributed
cash while the change in trade payables was negative (US$ -131 million).
Cash and marketable securities totaled US$ 3,855 million at September 30, 2002
(US$ 4,557 million at June 30, 2002). Net debt (defined as short-, medium- and
long-term debt less cash and marketable securities) amounted to US$ 5,499
million compared to US$ 5,239 million three months ago. The increase is mainly
operational (net cash used in operating activities, excluding marketable
securities, of US$ -173 million and net purchases of property, plant and
equipment of US$ -100 million) and was only partially offset by non-cash
currency movements.
Long-term debt at September 30, 2002 as a percentage of total debt was 61
percent compared to 60 percent at the end of June. This is in line with ABB's
2002 target to extend the maturity of its debt to two-thirds long-term and
one-third short-term debt. ABB is on track to reduce its net debt by at least
US$ 1.5 billion by year-end 2002, from US$ 4.1 billion at year-end 2001.
Page 6 of 15
Nine-month performance - key figures in detail
US$ in millions Jan-Sep Jan-Sep Change Change in
(except per share data) 2002 2001 local currencies
Group orders 16,162 17,362 -7% -8%
Utilities 3,653 4,816 -24% -24%
Industries 3,448 3,794 -9% -10%
Oil, Gas & Petrochemicals 2,471 2,602 -5% -6%
Power Technology Products 3,323 3,272 2% 1%
Automation Technology Products 3,768 3,633 4% 2%
Financial Services 1,034 1,251 -17% -19%
Corporate/Other 1) -1,535 -2,006
Group revenues 16,042 16,363 -2% -3%
Utilities 3,543 3,974 -11% -11%
Industries 3,093 3,632 -15% -16%
Oil, Gas & Petrochemicals 2,887 2,450 18% 15%
Power Technology Products 3,220 2,876 12% 12%
Automation Technology Products 3,672 3,590 2% 1%
Financial Services 1,034 1,251 -17% -19%
Corporate/Other 1) -1,407 -1,410
Group earnings before interest and taxes (EBIT) 405 727 -44% -46%
Utilities 74 122 -39% -38%
Industries 128 132 -3% -4%
Oil, Gas & Petrochemicals 109 119 -8% -11%
Power Technology Products 241 192 26% 25%
Automation Technology Products 274 315 -13% -14%
Financial Services 177 204 -13% -18%
Corporate/Other 1) -598 -357
Group EBIT margin 2.5% 4.4%
Utilities 2.1% 3.1%
Industries 4.1% 3.6%
Oil, Gas & Petrochemicals 3.8% 4.9%
Power Technology Products 7.5% 6.7%
Automation Technology Products 7.5% 8.8%
Financial Services n.a n.a
Corporate/Other 1) n.a n.a
Net income -82 289
Earnings per share (US$ basic and diluted)
-Income from continuing operations 0.04 0.30
-Net income -0.07 0.25
Net cash provided by operating activities -234 187
1) Includes adjustments to eliminate inter-company transactions
Page 7 of 15
Nine months 2002
Income Statement
Orders in the first nine months decreased by 7 percent in U.S. dollars, or 8
percent in local currencies. Order growth from early-cycle products in the first
two quarters of 2002 has not continued into the third quarter, although Power
Technology Products and Automation Technology Products still recorded slightly
higher orders for the first nine months of 2002 compared with the same period
last year. All other divisions showed lower order growth for the first nine
months. Orders in Asia declined, due to a lower volume of large orders compared
with the first nine months of last year. Higher orders in Europe were offset by
lower demand in the Americas, Middle East and Africa.
As a result of the weak order development in some key markets, revenues in the
first nine months declined overall by 2 percent in U.S. dollars or 3 percent in
local currencies. However, Power Technology Products and Oil, Gas and
Petrochemicals recorded double-digit revenue growth and Automation Technology
Products was slightly up. All other divisions reported revenue declines.
EBIT margin in the first nine months was 2.5 percent compared with 4.4 percent
in the first nine months of 2001. Industries and Power Technology Products
reported higher margins as a result of productivity gains, while Utilities and
Oil, Gas and Petrochemicals margins were reduced mainly due to execution of low
margin projects and higher project costs. Automation Technology Products margins
suffered from the weakness in process automation markets.
EBIT declined 46 percent in local currencies and 44 percent in nominal terms,
after US$ 148 million in restructuring charges (first nine months 2001: US$ 33
million). Third quarter EBIT for the operational businesses (before
Corporate/Other costs) was about 7 percent lower at US$ 1,003 million, so the
decline was mainly due to increased Corporate/Other costs at US$ 598 million
(first nine months 2001: US$ 357 million).
EBIT includes Other Expense of US$ 33 million, comprising:
o Restructuring charges of US$ 148 million (first nine months 2001: US$ 33
million)
o Capital gains of US$ 79 million (first nine months 2001: US$ 7 million)
o Write-downs of assets of US$ 63 million (first nine months 2001: US$ 4
million)
o Income from equity accounted companies, licenses and other of US$ 99
million (first nine months 2001: US$ 137 million)
Net financial expense was US$ 212 million compared with US$ 176 million for the
first nine months of 2001.
ABB posted a net loss of US$ 82 million compared with net income of US$ 289
million for the same period last year, after a loss from discontinued operations
of US$ 126 million (first nine months of 2001: income of US$ 14 million).
Page 8 of 15
Cash flow and balance sheet
Net cash used in operating activities amounted to US$ -234 million (first nine
months of 2001: US$ 187 million of net cash provided), after asbestos cash
payments of US$ 161 million, which is included for the first time in this item
in order to simplify the cash flow presentation. A negative effect came mainly
from "other assets and liabilities, net" (increase of US$ 852 million, mainly
due to net consumption of customer advances in large project execution, higher
sales in excess of invoicing and reduced non-trade payables).
Net debt increased from US$ 4.1 billion at the end of 2001 to US$ 5.5 billion at
the end of September 2002. The main components of the increase were cash used in
operations, non-cash currency movements (about 40 percent of the total
increase), and debt acquired with the Xerox portfolio in the second quarter (to
be divested as part of Structured Finance, subject to customary regulatory
approvals).
Asbestos
As announced on October 21, 2002 the ABB Group says it is likely that the
expected asbestosrelated costs of its U.S. subsidiary Combustion Engineering,
Inc. (CE) now exceed the value of CE's assets, if CE's historical settlement
policies are continued into the future. The book value of CE's assets as of
September 30, 2002 was US$ 812 million.
CE and the ABB Group are considering various options for resolving the asbestos
liability, including the possible reorganization of CE under Chapter 11 of the
U.S. Bankruptcy code.
Regarding asbestos claims pending against CE, ABB said that 27,900 claims were
settled in the first nine months of 2002, 30 percent more than in the same
period last year. More than 35 percent were settled without payment. Around
45,400 new claims were filed in the first nine months of 2002, compared to
39,700 in the first three quarters of last year. Settlement costs prior to
insurance reimbursement were US$ 161 million (US$ 103 million in the first nine
months of 2001).
The third quarter asbestos development is in line with previous quarters. New
claims (15,900) increased by 5 percent over the second quarter of 2002, while
claims settled (7,600) went up by 9 percent. At the end of September 2002,
111,000 claims were pending (102,700 end of June 2002).
Group outlook
The outlook has changed.1
As announced on Monday, October 21, 2002 ABB revised downward its earnings
outlook, as a result of lingering market weakness and slower-than-expected
benefits from its cost reduction program. Given the uncertainty surrounding the
strength and timing of an economic recovery, the
Page 9 of 15
company has not given any updated earnings outlook. The company's medium-term
targets are under review.
ABB has confirmed its target of reducing net debt by at least US$ 1.5 billion by
year-end 2002, from US$ 4.1 billion at year-end 2001.
1The company's previous outlook was as follows: for 2002, revenues are expected
to be flat in comparison with 2001. EBIT margin for the full year 2002 is
expected to be in the range of 4 to 5 percent. EBIT and net cash from operations
are expected to be stronger in the second half of 2002 than in the first half.
ABB's target is to grow revenues on average by 6 percent annually in the period
2001-2005. EBIT margin is expected to reach 9 to 10 percent by 2005.
The outlook assumes no major currency effects and excludes major acquisitions
and divestments.
Divisional performance in the third quarter
The Power Technology Products and Automation Technology Products divisions serve
their customers through external channel partners and ABB's end-user divisions.
As part of ABB's customer-centric strategy, more customers are being served
directly by channel partners such as wholesalers, systems integrators and
distributors. Orders, revenues and earnings associated with these customers are
accordingly no longer reflected in the end-user divisions.
As a result, in the end-user divisions, orders and revenues from these
"pull-through" products are decreasing correspondingly. Unless otherwise stated,
there is no material impact on the EBIT of the end-user divisions. Overall,
there is no impact on the Group's consolidated results, since the pullthrough
effects are offset by reduced internal eliminations (currently presented in the
line item Corporate/Other). There is no impact on the product divisions, since
for them it remains a sale to the same customer whether products are sold via
external channel partners or internal end-user divisions.
For all figures except for EBIT margins, comments refer to the third quarter
results expressed in local currencies. EBIT excluding capital gains is shown
only if the aggregate of such gains for the division is material (in any case,
if capital gains represent more than 10 percent of divisional EBIT).
Utilities
US$ in millions July-Sep July-Sep Change Change in local
(except where indicated) 2002 2001 currencies
Orders 924 1,754 -47% -48%
Revenues 1,213 1,423 -15% -15%
EBIT 8 36 -78% -77%
EBIT margin 0.7% 2.5%
Restructuring costs -7 -1
Orders dropped by 48 percent. Orders excluding product sales handled via channel
partners were 50 percent lower in the third quarter. There was a lack of large
orders, in contrast to the third quarter of 2001 when a US$ 350 million order
was won in China. A weaker U.S. market and delayed
Page 10 of 15
investments in South America contributed to the shortfall. In addition, a
selective bidding approach was taken to secure earnings quality.
Revenues were 15 percent lower. Excluding the pull-through effect, revenues
decreased by 4 percent.
EBIT was 77 percent lower. The EBIT margin for the underlying operational
performance (excluding restructuring, pull-through, capital gains and
non-recurring amortization) decreased from 4.4 percent to 1.8 percent, mainly
due to US$ 15 million in costs related to the execution of low-margin legacy
projects (pre-2001) in Utility Power Systems.
Industries
US$ in millions July-Sep July-Sep Change Change in local
(except where indicated) 2002 2001 currencies
Orders 1,045 1,023 +2% -2%
Revenues 1,049 1,194 -12% -16%
EBIT 43 32 +34% +34%
EBIT margin 4.1% 2.7%
Restructuring costs -6 -2
Orders decreased slightly as more customers were served by channel partners.
Excluding product sales now handled via channel partners, orders increased by 21
percent. Led by Asia, all markets showed signs of recovery, including automotive
in the U.S. and metals in Europe.
Revenues were 16 percent lower (2 percent lower, excluding the pull-through
effect).
EBIT increased strongly because of productivity gains coupled with a workforce
reduction of 11 percent (excluding acquisitions and divestments). A focused
service strategy propelled growth in volume and margins, especially in
petroleum, chemicals, paper, marine and turbocharging. The EBIT margin for the
underlying operational performance (excluding pull-through, restructuring,
capital gains, and non-recurring amortization) increased from 3.3 percent to 5
percent.
Oil, Gas & Petrochemicals
US$ in millions July-Sep July-Sep Change Change in local
(except where indicated) 2002 2001 currencies
Orders 351 612 -43% -46%
Revenues 911 902 +1% -4%
EBIT 33 31 +6% +4%
EBIT margin 3.6% 3.4%
Restructuring costs 0 -6
Orders dropped by 46 percent. In this quarter, Upstream and Downstream received
mostly base orders in contrast to the third quarter of last year when several
large orders were booked. Most
Page 11 of 15
markets in Downstream were flat in the third quarter while demand in Upstream
weakened. In particular, Upstream projects in West Africa have been delayed.
Revenues decreased by 4 percent. Revenues remained at a high level, reflecting
the strong order backlog.
EBIT increased by 4 percent and EBIT margin improved from 3.4 to 3.6 percent.
The EBIT margin for the underlying operational performance (excluding
restructuring, capital gains and nonrecurring amortization) decreased from 4.9
percent to 3.6 percent. The decrease was mainly due to the continuing execution
of low-margin fixed-price contracts and higher project execution costs (US$ 14
million in the third quarter).
Power Technology Products
US$ in millions July-Sep July-Sep Change Change in local
(except where indicated) 2002 2001 currencies
Orders 1,039 1,138 -9% -11%
Revenues 1,072 1,063 +1% -1%
EBIT 76 59 +29% +25%
EBIT margin 7.1% 5.6%
Restructuring costs -8 -1
Orders decreased by 11 percent compared to the same period last year, when there
was a particularly high large order intake, including one from China for US$ 120
million for Power Transformers. Low demand in North America, in particular for
Distribution Transformers, was offset by strong demand in High- and
Medium-Voltage Technology, reflecting continued strong demand in Asia, the
Middle East and Africa. Europe remained mixed.
Revenues were flat, as shipment timing differences masked underlying strong
growth in the transmission business.
EBIT increased strongly by 25 percent, reflecting productivity gains and further
operational improvements, coupled with a workforce reduction of 9 percent
(excluding acquisitions and divestments). The EBIT margin for the underlying
operational performance (excluding restructuring, capital gains, and
non-recurring amortization) increased from 5.7 percent to 7.8 percent.
Automation Technology Products
US$ in millions July-Sep July-Sep Change Change in local
(except where indicated) 2002 2001 currencies
Orders 1,218 1,163 +5% -1%
Revenues 1,250 1,242 +1% -4%
EBIT 86 110 -22% -25%
EBIT margin 6.9% 8.9%
Restructuring costs -5 -4
Page 12 of 15
Orders declined by 1 percent. Nearly all business areas showed a flat or
slightly positive development except Electrical Machines which declined due to
the weak market in Europe. Robotics reported a double-digit increase in order
intake, mainly driven by higher demand in North America while demand for process
automation generally remained low. Low-Voltage Products and Drives and Power
Electronics benefited from the higher demand in Europe and Asia.
Revenues declined by 4 percent. The positive development in Robotics and Drives
and Power Electronics was offset by revenue declines in Electrical Machines,
Instrumentation, and Control and Force Measurement, as a result of lower orders.
EBIT decreased by 25 percent mainly due to the weak process automation markets
which led to lower profitability in Instrumentation, and Control and Force
Measurement, as well as Electrical Machines. The EBIT margin for the underlying
operational performance (excluding restructuring, capital gains and
non-recurring amortization) decreased from 10.4 to 7.3 percent.
On September 18, ABB announced it had sold its metering business to Ruhrgas,
Germany. The results exclude the metering business, which was booked in
discontinued operations.
Financial Services
US$ in millions July-Sep July-Sep Change Change in local
(except where indicated) 2002 2001 currencies
Revenues 409 348 +18% +12%
EBIT 40 22 +82% +61%
Restructuring -3 0
Revenues increased by 12 percent due to improved Insurance results.
EBIT increased by 61 percent compared to the third quarter last year. However,
last year's EBIT included a US$ 50 million provision for potential net
reinsurance claims following September 11, 2001. Excluding this provision, this
year's EBIT decreased due to lower earnings in Treasury Centers following the
halt of proprietary trading, and Equity Ventures.
On September 4, ABB announced the sale of most of its Structured Finance
business to GE Commercial Finance (subject to customary regulatory approvals).
The division's results exclude the earnings related to the sale. ABB has stopped
developing and investing in new Equity Ventures projects and will only manage
the existing portfolio.
Page 13 of 15
Corporate/Other
US$ in millions July-Sep July-Sep
(except where indicated) 2002 2001
EBIT -239 -158
Other Activities -71 -62
Group Processes -15 -16
Corporate R&D -19 -25
Real Estate -3 12
Elimination of AFS interest income -40 -36
Other Corporate -76 -38
Capital Gains 10 6
Restructuring -25 1
Other Activities, which mainly comprises New Ventures and Building Systems,
reported increased costs of US$ 9 million compared to the third quarter last
year. Weak equity markets required New Ventures to write down US$ 17 million in
investments.
As a result of streamlining its activities, corporate Research and Development
cost decreased to US$ 19 million although higher restructuring costs contributed
to the increase in total corporate restructuring costs for the quarter. The
balance of restructuring charges was taken for Building Systems.
Real estate sales reduced due to lower rental income for the third quarter of
2002.
Further information
The company will host a conference call for analysts and investors to discuss
its Q3 results today at 16:00 Central European Time. Teleconference callers
should dial +41 91 610 4111 in Europe and +1 412 858 4600 in the U.S. and
Canada. The facility is also available to the media on a "listen only" basis.
The 2002 Q3 results press release and presentation slides are available from
October 24 on the ABB Investor Relations homepage at
www.abb.com/investorrelations
The audio playback of the conference call will be available for 72 hours after
the call commencing 2 hours after the conference call on +41 91 612 4330
(Europe) and +1 412 858 1440 in the U.S. and Canada. The PIN number is 687#.
Page 14 of 15
Reporting dates in 2003 are February 12 (annual results), April 29 (Q1), July 29
(Q2), and October 28 (Q3). The annual general meeting will be held on Friday,
May 16 with an information meeting for shareholders in Sweden on Monday, May 19.
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impacts. The ABB Group of companies operates in more than 100
countries and employs about 146,000 people.
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, 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. 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.
The Q3 report is unaudited.
Media Relations, Zurich: Investor Relations:
Thomas Schmidt Switzerland: Tel:+41 43 317 3804
Tel: +41 43 317 6492 Sweden: Tel: +46 21 32 57 19
Fax: +41 43 317 6494 USA: Tel:+1 203 750 7743
media.relations@ch.abb.com investor.relations@ch.abb.com
Summary Financial Information
Nine Months Ended September 2002
ABB Ltd
Summary Consolidated Income Statements
---------------------------------------------------------------------------------------------------------------------------
January-September July-September
2002 2001 2002 2001
-----------------------------------------------------------------
(Unaudited)
(in millions, except per share data)
------------------------------------------------------------------
Revenues $ 16,042 $ 16,363 $ 5,457 $ 5,609
Cost of sales (12,376) (12,513) (4,299) (4,438)
----------------------------------------------------------------
Gross profit 3,666 3,850 1,158 1,171
Selling, general and administrative expenses (3,195) (3,057) (1,057) (1,007)
Amortization expense (33) (172) (11) (58)
Other income (expense), net (33) 106 (43) 26
----------------------------------------------------------------
Earnings before interest and taxes 405 727 47 132
Interest and dividend income 196 329 58 116
Interest and other finance expense (408) (505) (121) (172)
----------------------------------------------------------------
Income (loss) from continuing operations before
taxes and minority interest 193 551 (16) 76
Provision for taxes (62) (177) (3) (38)
Minority interest (87) (36) (39) (15)
----------------------------------------------------------------
Income (loss) from continuing operations 44 338 (58) 23
Income (loss) from discontinued operations, net of tax (126) 14 (125) --
Cumulative effect of change in accounting principles
(SFAS 133), net of tax -- (63) -- --
----------------------------------------------------------------
Net income (loss) $ (82) $ 289 $ (183) $ 23
================================================================
Weighted average number of shares outstanding 1,113 1,139 1,113 1,116
Dilutive potential shares -- 3 -- --
----------------------------------------------------------------
Diluted weighted average number of shares outstanding 1,113 1,142 1,113 1,116
================================================================
Basic earnings (loss) per share:
Income (loss) from continuing operations $ 0.04 $ 0.30 $ (0.05) $ 0.02
Net income (loss) $ (0.07) $ 0.25 $ (0.16) $ 0.02
Diluted earnings (loss) per share:
Income (loss) from continuing operations $ 0.04 $ 0.30 $ (0.05) `$ 0.02
Net income (loss) $ (0.07) $ 0.25 $ (0.16) $ 0.02
Amounts in prior periods have been reclassified to conform to the Company's
current presentation.
Page 1 of 13
ABB Ltd
Summary Consolidated Balance Sheets
-----------------------------------------------------------------------------------------------------------------------------
At At At
September 30, June 30, December 31,
2002 2002 2001
----------------------------------------------------
(Unaudited)
(in millions)
-----------------------------------------------------------------------------------------------------------------------------
Cash and equivalents $ 1,943 $ 2,332 $ 2,741
Marketable securities 1,912 2,225 2,947
Receivables, net 8,090 8,491 7,794
Inventories, net 3,399 3,444 3,015
Prepaid expenses and other 2,288 2,459 2,314
Assets held for sale 3,577 3,742 3,237
Total current assets 21,209 22,693 22,048
Financing receivables, non-current 2,034 2,075 1,878
Property, plant and equipment, net 2,803 2,976 2,910
Goodwill 2,813 2,774 2,619
Other intangible assets, net 642 651 638
Investments and other 2,426 2,402 2,251
-------------------------------------------------
Total assets $ 31,927 $ 33,571 $ 32,344
=================================================
Accounts payable, trade $ 4,145 $ 4,294 $ 3,929
Accounts payable, other 2,548 2,721 2,662
Short-term borrowings and current maturities of long-term
borrowings 3,658 3,966 4,732
Accrued liabilities and other 7,347 7,615 7,401
Liabilities held for sale 1,229 1,277 1,092
-------------------------------------------------
Total current liabilities 18,927 19,873 19,816
Long-term borrowings 5,696 5,831 5,020
Pension and other related benefits 1,898 1,877 1,673
Deferred taxes 1,040 1,097 1,074
Other liabilities 2,297 2,451 2,532
-------------------------------------------------
Total liabilities 29,858 31,129 30,115
Minority interest 270 218 215
Capital stock and additional paid-in capital (1,280,009,432
shares authorized, 1,200,009,432 shares issued) 2,027 2,027 2,028
Retained earnings 3,353 3,536 3,435
Accumulated other comprehensive loss (1,831) (1,589) (1,699)
Treasury stock, at cost (86,875,616 shares) (1,750) (1,750) (1,750)
-------------------------------------------------
Total stockholders' equity 1,799 2,224 2,014
-------------------------------------------------
Total liabilities and stockholders' equity $ 31,927 $ 33,571 $ 32,344
=================================================
Page 2 of 13
Amounts in prior periods have been reclassified to conform to the Company's
current presentation.
ABB Ltd
Summary Consolidated Statements of Cash Flows
---------------------------------------------------------------------------------------------------------------------------
January-September July-September
2002 2001 2002 2001
-----------------------------------------------------------------
(Unaudited)
(in millions)
------------------------------------------------------------------
Operating Entities
Net income (loss) $ (82) $ 289 $ (183) $ 23
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 442 583 151 199
Change in provisions* (418) (908) (89) (10)
Pension and other related benefits 69 14 40 3
Deferred taxes (124) 13 (96) (28)
Net gain from sale of property, plant and equipment (20) (13) (10) (7)
Other 67 2 25 (20)
Changes in operating assets and liabilities:
Marketable securities (trading) 498 79 35 15
Trade receivables 374 (134) 161 43
Inventories (135) (549) 67 (18)
Trade payables (53) 444 (131) 179
Other assets and liabilities, net (852) 367 (108) (177)
----------------------------------------------------------
Net cash provided by (used in) operating activities (234) 187 (138) 202
----------------------------------------------------------
Investing activities
Changes in financing receivables 112 (1,105) 192 (166)
Purchases of marketable securities (other than trading) (2,336) (2,248) (792) (620)
Purchases of property, plant and equipment (444) (560) (147) (196)
Acquisitions of businesses (net of cash acquired) (99) (575) (35) (71)
Proceeds from sales of marketable securities (other than trading) 2,636 2,768 797 945
Proceeds from sales of property, plant and equipment 390 80 47 26
Proceeds from sales of businesses (net of cash disposed) 257 31 28 (1)
----------------------------------------------------------
Net cash provided by (used in) investing activities 516 (1,609) 90 (83)
----------------------------------------------------------
Financing activities
Changes in borrowings (1,019) 4,300 (272) 331
Treasury and capital stock transactions -- (1,433) -- (186)
Dividends paid -- (502) -- --
Other (67) (61) (17) (17)
----------------------------------------------------------
Net cash provided by (used in) financing activities (1,086) 2,304 (289) 128
----------------------------------------------------------
Effects of exchange rate changes on cash and equivalents 49 (47) (34) 30
----------------------------------------------------------
Net change in cash and equivalents (755) 835 (371) 277
----------------------------------------------------------
Cash and equivalents (beginning of period - restated) 2,741 1,375 2,332 1,937
Cash and equivalents (beginning of period - assets held for sale) 26 22 51 18
----------------------------------------------------------
Cash and equivalents (beginning of period - total) 2,767 1,397 2,383 1,955
----------------------------------------------------------
Cash and equivalents (end of period - restated) 1,943 2,212 1,943 2,212
Cash and equivalents (end of period - assets held for sale) 69 20 69 20
----------------------------------------------------------
Cash and equivalents (end of period - total) $ 2,012 $ 2,232 $ 2,012 $ 2,232
==========================================================
Interest paid $ 444 $ 579 $ 168 $ 215
==========================================================
Taxes paid $ 202 $ 263 $ 62 $ 24
* Restated to reflect the change in all provisions (previously this line
comprised of restructuring provisions only)
Amounts in prior periods have been reclassified to conform to the Company's
current presentation.
Page 3 of 13
ABB Ltd notes to summary consolidated financial statements (unaudited)
(US$ in millions, except per share amounts)
Note 1 Developments in the nine months ended September 30, 2002:
o Annual general meeting
At the Company's annual general meeting held on March 12, 2002, the
Company's shareholders approvedthe resolution to not pay a dividend in
2002. In addition, shareholders approved the resolution to not effecta
capital reduction of 24 million shares purchased during the first half
of 2001, as a result of changedmarket conditions.
o Restructuring program
In July 2001, the Company announced a restructuring program
anticipated to extend over 18 months. This restructuring program was
initiated in an effort to simplify product lines, reduce multiple
location activities and perform other downsizing in response to
consolidation of major customers in certain industries.
As of September 30, 2002, the Company recognized total restructuring
charges and related asset write downs of $148 million. Charges of $129
million were related to workforce reductions and charges of $29million
were related to lease terminations and other exit costs associated
with the restructuring program. These costs are included in other
income (expense), net. Based on analysis, Management's estimate has
been revised resulting in a $22 million reduction in the amounts
accrued for workforce reductions, lease terminations and other exit
costs. This revision is recognized as a component of other income
(expense),net. Termination benefits of $115 million were paid in the
first nine months of 2002 to approximately 2,750employees and $21
million was paid to cover costs associated with lease terminations and
other exit costs. Workforce reductions include production, managerial
and administrative employees. At September 30,2002, accrued
liabilities included $93 million for termination benefits and $48
million for lease terminations and other exit costs.
As a result of the Company's restructuring, certain assets have been
identified as impaired or will no longer be used in continuing
operations. The Company recorded $12 million to write down these
assets to net realizable value. These costs are included in other
income (expense), net.
o Borrowings
The Company's total borrowings outstanding at December 31, 2001,
amounted to $9,790 million ($38million of which have been reclassified
to liabilities held for sale in connection with the discontinuation of
certain businesses), of which $3,297 million was in the form of
commercial paper with an average interest rate of 2.7%. In March 2002,
the Company drew down $2,845 million, at an interest rate of 4.7%,
from a$3 billion committed bank facility established in December 2001,
using a portion of these proceeds to reduce its outstanding commercial
paper borrowings to $1,760 million at March 31, 2002. In the second
quarter of 2002, primarily as a result of amounts maturing, the
outstanding commercial paper borrowings were further reduced to $349
million at June 30, 2002. Following the issuance of additional
commercial paper in the third quarter of 2002, and less amounts
maturing in this period, the outstanding commercial paper borrowings
increased to $674 million at September 30, 2002.
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% and
are convertible into the Company's shares.
Also in May 2002, the Company issued bonds due 2009 with an aggregate
principal amount of 200 million pound sterling, or approximately $292
million, which pay interest semi-annually in arrears at 10% per annum.
In addition, the Company also issued in May 2002, bonds due 2008 with
an aggregate principal amount of 500 million euro, or approximately
$466 million, which pay interest annually in arrears at 9.5% per
annum.
Pursuant to the terms of the Company's amended revolving credit
facility, the issuance of the convertible bonds, the euro-denominated
bonds and the sterling-denominated bonds reduced the amount available
Page 4 of 13
under the $3 billion committed bank facility to $1,315 million at June
30, 2002. As a consequence, the Company utilized a portion of the
proceeds from these bond offerings to reduce the borrowings under the
credit facility to $1,315 million at June 30, 2002. The sale of the
Company's Swedish real estate property announced in the second quarter
of 2002, further reduced the amount available under the facility to
$1,000 million at September 30, 2002. As a consequence, in the third
quarter of 2002, the Company utilized the proceeds from the sale to
repay an additional $315 million, further reducing the amount
outstanding under the credit facility to $1,000 million at September
30, 2002.
o Discontinued operations
In September 2002, the Company announced that it had signed an
agreement to sell the majority of its Structured Finance business to
GE Commercial Finance for total cash proceeds of approximately
$2.3billion. The Structured Finance portfolio being divested includes
global infrastructure financing, equipment leasing and financing
businesses. As a result of the planned disposal of the Structured
Finance business, the Company recognized losses of approximately $112
million from the adjustment of the carrying value of assets held for
sale to their fair value less cost to sell. The divestment of this
activity is in line with the Company's strategy to focus on power and
automation technologies for industry and utility customers. In
addition, the sale of Structured Finance is an important step in the
Company's ongoing program to strengthen the balance sheet and reduce
net debt. The Company expects the sale of Structured Finance to be
completed in the coming months.
Also in September 2002, the Company announced the sale of its Metering
business to Ruhrgas Industries GmbH of Germany, for approximately $244
million on a cash and debt free basis. Water and electricity metering
is no longer a core business for the Company, and its divestment is
part of the Company's strategy to focus on power and automation
technologies for industry and utility customers. The Company expects
the sale of the Metering business to be completed in the coming
months.
In addition, the Company has discontinued a minor operation in its
Power Technology Products division and another minor operation in the
New Ventures business area.
These divestments and discontinuations qualify as discontinued
operations under 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 assets and liabilities held for sale and as discontinued
operations. The cash flows from these businesses have not been
segregated from the cash flows from continuing operations, as it is
not required by SFAS 144.
The loss from discontinued operations, including taxes, of $126
million recorded in the first nine months of 2002 includes revenues of
$524 million.
At September 30, 2002, the major classes of assets held for sale are:
cash for $69 million; receivables for $727 million; inventories for
$64 million; financing receivables for $2,538 million; property, plant
and equipment for $101 million; and other assets for $78 million. At
September 30, 2002, the major classes of liabilities held for sale
are: accounts payable for $146 million; borrowings for $46 million;
accrued liabilities for $189 million; deferred tax liabilities for
$337 million; and other liabilities for $511 million.
o Earnings per share
The potential common shares from the convertible bonds, as well as the
warrants and options outstanding in connection with the Company's
management incentive plan, were excluded from the computation of
diluted earnings per share in the 2002 periods presented, as their
inclusion would have been antidilutive. In the 2001 periods presented,
only those warrants and options that were considered dilutive have
been included in the computation of diluted earning per share.
Page 5 of 13
o Commitments and contingencies
Asbestos related claims
A subsidiary of the Company has followed a practice of maintaining a
reserve to cover its estimated settlement costs for asbestos claims
and an asset representing estimated insurance reimbursement. The
reserve represents an estimate of the costs associated with asbestos
claims, including defense costs, based upon historical claims trends,
available industry information and incidence rates of new claims. At
December 31, 2001, the subsidiary had reserved approximately $940
million, for asbestos-related claims. The subsidiary also recorded
receivables of approximately $150 million at December 31, 2001, for
probable insurance recoveries. Allowances against the insurance
receivables are established at such time as it becomes likely that
insurance recoveries are not probable. New claims filed during the
first nine months of 2002 were approximately 45,400, compared to
39,700 in the first nine months of 2001. Approximately 27,900 claims
were settled during the first nine months of 2002, more than 35% of
which were without payment. The total number of pending claims was
approximately 111,000 at the end of September 2002, compared to
102,700 at June 30, 2002. Settlement costs in the first nine months of
2002 prior to insurance reimbursement were approximately $161 million,
compared to approximately $103 million in the first nine months of
2001.
The Company and the subsidiary are considering various options for
resolving the asbestos liability, including the possible
reorganization of the subsidiary under Chapter 11 of the U.S.
Bankruptcy code. Many factors will affect the ultimate cost of
resolving the subsidiary's liability, and it is not possible as of
September 30, 2002, to determine the magnitude of those costs. Because
the ultimate cost of resolution is uncertain, the current reserve is
not being increased.
Page 6 of 13
Note 2 Significant Accounting Policies
The summary consolidated financial information is prepared on the basis of
United States (US) Generally Accepted Accounting Principles (USGAAP) and is
presented in U.S. dollars ($) unless otherwise stated. Data for orders and
number of employees are shown for purposes of presenting additional information
and are not a required disclosure under USGAAP.
Par value of capital stock is denominated in Swiss francs (CHF). The summary
financial information as of September 30, 2002, should be read in conjunction
with the December 31, 2001, financial statements contained in the Company's
Annual Report and the Form 20-F.
New accounting standards
------------------------
In 2001, the Company accounted for the adoption of Statement of Financial
Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Instruments
and Hedging Activities, as amended, as a change in accounting principle. Based
on the Company's derivative positions at January 1, 2001, the Company recognized
the cumulative effect of the accounting change as a loss of $63 million, net of
tax, in the consolidated income statement and a reduction of $41 million, net of
tax, in accumulated other comprehensive income (loss).
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations, and Statement of
Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible
Assets, which modify the accounting for business combinations, goodwill and
identifiable intangible assets. All business combinations initiated after June
30, 2001, must be accounted for by the purchase method. Goodwill from
acquisitions completed after that date will not be amortized, but will be
charged to operations when specified tests indicate that the goodwill is
impaired, that is, when the goodwill's fair value is lower than its carrying
value. Certain intangible assets will be recognized separately from goodwill,
and will be amortized over their useful lives. During 2002, all goodwill must be
tested for impairment as of January 1, 2002, and a transition adjustment must be
recognized for any impairment found. The Company has completed this test in the
second quarter of 2002 and has determined that no impairment of goodwill existed
at January 1, 2002. All goodwill amortization also ceased at that date. The
Company recognized goodwill amortization expense of $134 million and $45 million
in the nine months and three months ended September 30, 2001, respectively.
Accordingly, income from continuing operations and net income would have been
$472 million ($0.41 per share) and $423 million ($0.37 per share), respectively,
in the nine months ended September 30, 2001, and $68 million ($0.06 per share)
and $68 million ($0.06 per share), respectively, in the three months ended
September 30, 2001, if the Company had not recognized amortization expense for
goodwill that is no longer being amortized in accordance with SFAS 142.
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 requires the use of one accounting model for
longlived assets to be disposed of by sale and broadens the presentation of
discontinued operations to include more disposal transactions. The Company
adopted this statement on January 1, 2002. In the first nine months of 2002
certain sale transactions were affected by SFAS 144. The Company expects to
present more disposals as discontinued operations in the future.
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 has elected to adopt the new
standard effective April 1, 2002, and, as a result, the gains from
extinguishment of debt of $6 million, net of tax, recorded as extraordinary
items in the first quarter of 2002 have been reclassified and included in income
from continuing operations.
Page 7 of 13
Note 3 Summary of Consolidated Stockholders' Equity
(in millions)
Stockholders' equity at January 1, 2002 $ 2,014
Comprehensive loss:
Net loss (82)
Foreign currency translation adjustments (173)
Unrealized loss on available-for-sale securities, net of tax (45)
Derivatives qualifying as hedges (SFAS 133), net of tax 86
---------
Total comprehensive loss (214)
------------
Other (1)
------------
Stockholders' equity at September 30, 2002 (unaudited) $ 1,799
============
Note 4 Segment and Geographic Data
During 2001, the Company realigned its worldwide enterprise around customer
groups, replacing its former business segments with four end-user divisions, two
channel partner divisions, and a financial services division. The four end-user
divisions - Utilities, Process Industries, Manufacturing and Consumer
Industries, and Oil, Gas and Petrochemicals - serve end-user customers with
products, systems and services. The two channel partner divisions - Power
Technology Products and Automation Technology Products - serve external channel
partners such as wholesalers, distributors, original equipment manufacturers and
system integrators directly and end-user customers indirectly through the
end-user divisions. The Financial Services division provides services and
project support for the Company as well as for external customers.
In April 2002, the Company announced its intention to divest the Building
Systems business area, previously part of the Manufacturing and Consumer
Industries division, in line with Company's strategy to focus on power and
automation technologies for utility and industry customers. In addition, the
Company has merged its Process Industries division and its Manufacturing and
Consumer Industries division to form a new Industries division, consisting of
the following business areas: Automotive Industries; Manufacturing; Electronics
and Consumer Industries; Marine and Turbocharging; Paper, Printing, Metals and
Minerals; and Petroleum, Chemicals and Life Sciences. Segment data are presented
below to reflect this change and prior period data have been restated
accordingly.
o The Utilities division serves electric, gas and water utilities -
whether state-owned or private, global or local, operating in
liberalized or regulated markets - with a portfolio of products,
services and systems. The division's principal customers are
generators of power, owners and operators of power transmission
systems, energy traders and local distribution companies.
o The Industries division serves the automotive, cement, chemical,
distribution, electronics, food and beverage, life sciences, marine,
metals, mining, paper, petroleum, printing and telecommunications
industries with application-specific power and automation technology.
o The Oil, Gas and Petrochemicals division supplies a comprehensive
range of products, systems and services to the global oil, gas and
petrochemicals industries, from the development of onshore and
offshore exploration technologies to the design and supply of
production facilities, refineries and petrochemicals plants.
o The Power Technology Products division covers the entire spectrum of
technology for power transmission and power distribution including
transformers, switchgear, breakers, capacitors and cables as well as
other products, platforms and technologies for high- and
medium-voltage applications. Power technology products are used in
industrial, commercial and utility applications. They are sold through
the Company's
Page 8 of 13
end user divisions as well as through external channel partners, such
as distributors, contractors and original equipment manufacturers and
system integrators.
o The Automation Technology Products division provides products,
software and services for the automation and optimization of
industrial and commercial processes. Key technologies include
measurement and control, instrumentation, process analysis, drives and
motors, power electronics, robots, and low voltage products, all
geared toward one common industrial IT architecture for real-time
automation and information solutions throughout a business. These
technologies are sold to customers through the end-user divisions as
well as through external channel partners such as wholesalers,
distributors, original equipment manufacturers and system integrators.
o The Financial Services division supports the Company's business and
customers with financial solutions in structured finance, leasing,
project development and ownership, financial consulting, insurance and
treasury activities.
In order to streamline the Company's structure and improve operational
performance, the Company is envisaging the possibility to put into place two
divisions: Power Technologies, which will combine the Power Technology Products
and Utilities divisions; and Automation Technologies, which will combine the
Automation Technology Products and Industries divisions.
The Company evaluates performance of its divisions based on earnings before
interest and taxes (EBIT), which excludes interest and dividend income, interest
expense, provision for taxes, minority interest, and income 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 EBIT, all of which have been restated to reflect the changes
to the Company's internal structure, including the effect of increased
inter-division transactions. Accordingly, division revenues and EBIT are
presented as if certain historical third-party sales by subsidiaries in the
product divisions had been routed through other divisions as they would have
been under the new customer-centric structure. Management has restated
historical division financial information in this way to allow analysis of
trends in division revenues and margins on a basis consistent with the Company's
new internal structure and transaction flow.
Page 9 of 13
Segment data
Orders received
(in millions) January - September July - September
2002 2001 2002 2001
Utilities $ 3,653 $ 4,816 $ 924 $ 1,754
Industries 3,448 3,794 1,045 1,023
Oil, Gas and Petrochemicals 2,471 2,602 351 612
Power Technology Products 3,323 3,272 1,039 1,138
Automation Technology Products 3,768 3,633 1,218 1,163
Financial Services 1,034 1,251 409 348
Corporate/Other(1) (1,535) (2,006) (351) (988)
-----------------------------------------------------------------
Total $ 16,162 $ 17,362 $ 4,635 $ 5,050
-----------------------------------------------------------------
Revenues
(in millions) January - September July - September
2002 2001 2002 2001
Utilities $ 3,543 $ 3,974 $ 1,213 $ 1,423
Industries 3,093 3,632 1,049 1,194
Oil, Gas and Petrochemicals 2,887 2,450 911 902
Power Technology Products 3,220 2,876 1,072 1,063
Automation Technology Products 3,672 3,590 1,250 1,242
Financial Services 1,034 1,251 409 348
Corporate/Other(1) (1,407) (1,410) (447) (563)
-----------------------------------------------------------------
Total $ 16,042 $ 16,363 $ 5,457 $ 5,609
-----------------------------------------------------------------
EBIT (operating income)(2)
(in millions) January - September July - September
2002 2001 2002 2001
Utilities $ 74 $ 122 $ 8 $ 36
Industries 128 132 43 32
Oil, Gas and Petrochemicals 109 119 33 31
Power Technology Products 241 192 76 59
Automation Technology Products 274 315 86 110
Financial Services 177 204 40 22
Corporate/Other (1) (598) (357) (239) (158)
-----------------------------------------------------------------
Total $ 405 $ 727 $ 47 $ 132
-----------------------------------------------------------------
Page 10 of 13
Depreciation and amortization(2)(3)
-----------------------------------
(in millions) January - September July - September
------------------- ----------------
2002 2001 2002 2001
---- ---- ---- ----
Utilities $ 38 $ 54 $ 13 $ 18
Industries 39 69 15 23
Oil, Gas and Petrochemicals 28 55 9 18
Power Technology Products 86 88 28 30
Automation Technology Products 124 174 41 63
Financial Services 12 18 4 6
Corporate/Other 115 125 41 41
------ ------ ------ -----
Total $ 442 $ 583 $ 151 $ 199
====== ====== ====== =====
Number of employees(3)
----------------------
September 30, 2002 December 31, 2001
Utilities 15,315 15,745
Industries 21,859 23,392
Oil, Gas and Petrochemicals 13,774 13,471
Power Technology Products 27,089 27,555
Automation Technology Products 37,881 39,834
Financial Services 1,093 1,220
Corporate/Other 29,457 35,648
------- -------
Total 146,468 156,865
======= =======
(1) Includes adjustments to eliminate inter-company transactions.
(2) The Company recognized, in its operating segments, the following
amortization expense for goodwill in the first nine months of 2001 and the third
quarter of 2001, respectively: Utilities, $18 million and $6 million;
Industries, $30 million and $10 million; Oil, Gas and Petrochemicals, $23
million and $7 million; Power Technology Products, $4 million and $1 million;
Automation Technology Products, $40 million and $14 million; Financial Services,
$5 million and $2 million. The Company's total amortization expense for goodwill
in the first nine months of 2001 and the third quarter of 2001 was $134 million
and $45 million, respectively.
(3) Includes businesses held for sale.
Page 11 of 13
Geographic Information
----------------------
Orders received (4)
-------------------
(in millions) January - September July - September
------------------- ----------------
2002 2001 2002 2001
---- ---- ---- ----
Europe $ 9,337 $ 9,068 $ 3,554 $ 2,648
The Americas 3,546 4,169 53 1,071
Asia 1,926 2,222 692 953
Middle East and Africa 1,353 1,903 336 378
--------- --------- --------- --------
Total $ 16,162 $ 17,362 $ 4,635 $ 5,050
========= ========= ========= ========
Revenues (4)
------------
(in millions) January - September July - September
------------------- ----------------
2002 2001 2002 2001
---- ---- ---- ----
Europe $ 8,543 $ 8,914 $ 3,029 $ 3,043
The Americas 3,466 4,057 1,074 1,292
Asia 2,024 1,848 689 680
Middle East and Africa 2,009 1,544 665 594
--------- --------- --------- --------
Total $ 16,042 $ 16,363 $ 5,457 $ 5,609
========= ========= ========= =========
(4) Orders received and revenues have been reflected in the regions based on the location of the customer.
Page 12 of 13
Note 5 Summary balance sheets of ABB Ltd Consolidated, ABB Group and Financial
Services (unaudited)
In the balance sheet data appearing on this page, "ABB Ltd Consolidated" means
the accounts of ABB Ltd and all its subsidiaries presented in a summarized form
on the basis of USGAAP, with all significant intercompany balances eliminated in
consolidation. The balance sheet data for "Financial Services" and "ABB Group"
is reported on the same basis as management uses to evaluate segment
performance, which includes the following adjustments:
o "Financial Services" represents the accounts of all subsidiaries in
the Company's Financial Services division, with net intercompany
balances and certain capital contributions received from other
subsidiaries of the Company presented on a one-line basis.
o "ABB Group" represents the accounts of ABB Ltd and all its
subsidiaries other than those in the Company's Financial Services
division, with net intercompany balances and the Company's investment
in its Financial Services division presented on a one-line basis. For
the purposes of this presentation, the Company's investment in its
Financial Services division is accounted for under the equity method
of accounting.
ABB Ltd Consolidated ABB Group (1) Financial Services
-------------------- ------------- ------------------
Sep. 30, June 30, Dec. 31, Sep. 30, June 30, Dec. 31, Sep. 30, June 30, Dec. 31,
(in millions) 2002 2002 2001 2002 2002 2001 2002 2002 2001
---- ---- ---- ---- ---- ---- ---- ---- ----
Cash and equivalents and marketable
securities $ 3,855 $ 4,557 $ 5,688 $ 1,406 $ 1,425 $ 1,651 $ 2,449 $3,132 $ 4,037
Receivables, net 8,090 8,491 7,794 6,123 6,342 5,725 1,967 2,149 2,069
Inventories, net 3,399 3,444 3,015 3,399 3,444 3,015 -- -- --
Prepaid expenses and other 2,288 2,459 2,314 1,209 1,270 1,165 1,079 1,189 1,149
Assets held for sale 3,577 3,742 3,237 257 258 249 3,320 3,484 2,988
------- ------- -------- ------- ------- ------- ------- ------- -------
Total current assets 21,209 22,693 22,048 12,394 12,739 11,805 8,815 9,954 10,243
------- ------- -------- ------- ------- ------- ------- ------- -------
Financing receivables, non-current 2,034 2,075 1,878 295 280 452 1,739 1,795 1,426
Property, plant and equipment, net 2,803 2,976 2,910 2,776 2,948 2,885 27 28 25
Goodwill 2,813 2,774 2,619 2,750 2,710 2,562 63 64 57
Other intangible assets, net 642 651 638 634 646 631 8 5 7
Investments and other 2,426 2,402 2,251 1,687 1,673 1,594 739 729 657
Net intercompany balances -- -- -- -- 473 -- 1,838 1,187 2,106
------- ------- -------- ------- ------- ------- ------- ------- -------
Total assets $31,927 $33,571 $ 32,344 $20,536 $21,469 $19,929 $13,229 $13,762 $14,521
======= ======= ======== ======= ======= ======= ======= ======= =======
Accounts payable, trade $ 4,145 $ 4,294 $ 3,929 $ 4,120 $ 4,279 $ 3,914 $ 25 $ 15 $ 15
Accounts payable, other 2,548 2,721 2,662 1,477 1,642 1,630 1,071 1,079 1,032
Short-term borrowings(2) 3,658 3,966 4,732 1,674 1,900 232 1,984 2,066 4,500
Accrued liabilities and other 7,347 7,615 7,401 4,316 4,309 4,258 3,031 3,306 3,143
Liabilities held for sale 1,229 1,277 1,092 105 113 112 1,124 1,164 980
------- ------- -------- ------- ------- ------- ------- ------- -------
Total current liabilities 18,927 19,873 19,816 11,692 12,243 10,146 7,235 7,630 9,670
------- ------- -------- ------- ------- ------- ------- ------- -------
Long-term borrowings 5,696 5,831 5,020 1,808 1,917 2,014 3,888 3,914 3,006
Pension and other related benefits 1,898 1,877 1,673 1,891 1,869 1,666 7 8 7
Deferred taxes 1,040 1,097 1,074 487 552 576 553 545 498
Other liabilities 2,297 2,451 2,532 2,294 2,446 2,525 3 5 7
Net intercompany balances -- -- -- 295 -- 773 -- -- --
------- ------- -------- ------- ------- ------- ------- ------- -------
Total liabilities 29,858 31,129 30,115 18,467 19,027 17,700 11,686 12,102 13,188
------- ------- -------- ------- ------- ------- ------- ------- -------
Minority interest 270 218 215 270 218 215 -- -- --
Total stockholders' equity 1,799 2,224 2,014 1,799 2,224 2,014 1,543 1,660 1,333
------- ------- -------- ------- ------- ------- ------- ------- -------
Total liabilities and
stockholders' equity $31,927 $33,571 $ 32,344 $20,536 $21,469 $19,929 $13,229 $13,762 $14,521
======= ======= ======== ======= ======= ======= ======= ======= =======
(1) ABB industrial operations/holdings with equity accounting of participation in Financial Services.
(2) Includes current maturities of long-term borrowings.
Page 13 of 13
Appendix A
Restructuring & related asset
writedowns Q3/2002 Q3/2001
Utilities 7 1
Industries 6 2
Oil, gas & petrochemicals 0 6
Power Tech. Products 8 1
Automation Tech. Products 5 4
Financial services 3 0
Corporate 25 -1
----- -----
Total 54 13
===== =====
Restructuring & related asset
writedowns 9M/2002 9M/2001
Utilities 12 -3
Industries 14 2
Oil, gas & petrochemicals 0 6
Power Tech. Products 32 11
Automation Tech. Products 31 4
Financial services 22 0
Corporate 37 13
----- -----
Total 148 33
===== =====
Jurgen Dormann
Chairman and CEO
Third quarter results 2002
October 24th, 2002
Safe Harbor Statement
This presentation 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, 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, and fluctuation in currency exchange
rates. 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.
Presentation outline
o Overview and actions
o Financial report
o Summary
Overview
o Expecting continuing difficult markets
o ABB earnings outlook revised downward
o No economic recovery in Q3
o Slower than expected benefits from cost reduction program
o On track to reach net debt reduction target of at least US$ 1.5 billion by
year-end
Actions
o Speed up implementation of strategy
o Build on leadership positions in power and automation technologies
o Simplify organizational structure
o Lower cost base
o Increase external focus
o Increase responsibility/accountability for operational management
o Greater involvement of senior local managers
o Move revenue and cost responsibility to front-line management
o Increase cost discipline
Lower the cost base
o Realize benefits of 2001 cost reduction program (about US$ 500 million) by
mid 2003
o Additional cost reductions of 4 percent of revenues (about US$ 800 million)
over 18 months
Merge four divisions into two
o Build on leadership positions in power and automation technologies for
utility and industry customers
o Power Technologies
o Former Power Technology Products and Utilities divisions
o Headed by Peter Smits
o 43,000 employees
o Annual revenues about US$ 8.5 billion
o Automation Technologies
o Former Automation Technology Products and Industries divisions
o Headed by Dinesh Paliwal
o 63,000 employees
o Annual revenues about US$ 9.25 billion
Simplify the organization,
improve efficiency and cut costs
Further organizational changes
o Oil, Gas and Petrochemicals kept as separate unit, eventual divestment
o Group Processes to be dissolved
o Process areas not already embedded in businesses will be integrated
into divisions
Peter Voser
Chief Financial Officer
Third quarter 2002
October 24th, 2002
Presentation outline
o Overview and actions
o Financial report
o Summary
Financial key figures third quarter 2002
o Orders down 13 percent Q3 vs Q3*
o Revenues down 7 percent Q3 versus Q3*
o EBIT US$ 47 million
o Three out of five division increased margins (especially Power
Technology Products and Industries)
o Negative impact from high Corporate/Other and restructuring costs
o Net loss US$ -183 million
o Negative operational cash flow US$ -138 million
o After asbestos cash payment of US$ 54 million**
o Net debt US$ 5.5 billion
* in local currencies
** included for the first time in the operational cash flow
Key figures
(MUS$)
Third Third Nine Nine
quarter quarter Months Months
2002 2001 2002 2001
Orders 4,635 5,050 16,162 17,362
Revenues 5,457 5,609 16,042 16,363
EBIT 47 132 405 727
Income from -58 23 44 338
continuing operations
Net income -183 23 -82 289
Net cash from operations -138 202 -234 187
Net debt Q3
(BUS$)
Net debt increase due to
5.3 6.3 4.1 4.5 5.2 5.5 o Negative cash from operations
(excl marketable securities)
US$ 173 million
o Net purchase property, plant and
equipment US$ 100 million
Jun Sep Dec Mar Jun Sep Partially offset by
2001 2001 2001 2002 2002 2002 o Non-cash currency movements
On track to reduce net debt by at least
US$ 1.5 billion in 2002
Composition of short-term debt at Sep 30, 2002
Total ST debt: MUS$ 3,704* Due Q4 2002: MUS$ 1,360
Bank facility: 1,000
Commercial paper: 674
App. MUS$ 230 due in Q4 2002
Maturing LT bonds: 1,070
App. MUS$ 130 due in Q4 2002
Other ST debt: 960
Includes MUS$ 350 in extendable notes, due Jan 2003
all figures in MUS$
unaudited
* Including MUS$ 46 of borrowings in liabilities held for sale
Balance Sheet priorities on track
o Long-term debt proportion 61% Sept 2002
o Close to year-end target debt structure 1/3 short-term,2/3 long-term
o On track to reduce net debt by at least US$ 1.5 billion in 2002
o Agreement in Q3 to sell Structured Finance for total cash proceeds of
about US$ 2.3 billion, subject to customary regulatory approvals
o Agreement in Q3 to sell Metering business for US$ 244 million, subject
to customary regulatory approvals
o Export Bank mortgage portfolio sold for US$ 55 million in Q4
Asbestos - Update
Q2 2001 Q3 2001 Q4 2001 Q1 2002 Q2 2002 Q3 2002
New claims 12,200 14,300 15,000 14,300 15,200 15,900
Settled claims 6,100 6,600 6,700 13,300 7,000 7,600*
Pending claims 77,500 85,200 93,500 94,500 102,700 111,000
Cash paid pre-insurance 29.0 36.1 33.2 51.5 55.2 54.2
(MUS$)
* Over 35% settled without payment in the first nine months. Q3 2002 settled
claims exclude West Virginia claims.
Presentation outline
o Overview and actions
o Financial report
o Summary
Summary
o Uncertain economic environment
o Priority to lower the cost basis
o Four divisions to be merged into two
o Oil, Gas and Petrochemicals to be divested
o Financial restructuring progressing as planned
o Options considered for resolving Combustion Engineering asbestos liability
ABB
Question and answers
Q&A
Maturity profile of debt at Sep 30, 2002
(BUS$)
Short-term debt Maturing long-term bonds
3.7 BUS$ 5.4 BUS$
3.7 0.3 1.3 1.0 0.5 1.0 0.6 0.7
Q3/2002- Q4/ 2004 2005 2006 2007 2008 2009
Q3/2003 2003
Discontinued operations - impact on reporting
o Orders from discontinued operations removed from reported orders
o Revenues from discontinued operations removed from reported revenues
o Earnings from and costs associated to discontinued operations grouped in
"income (loss) from discontinued operations"
o Third party assets of businesses to be sold are grouped in "assets held for
sale". No effect on total assets. Third party liabilities of businesses to
be sold are grouped in "liabilities held for sale". No effect on total
liabilities and equity.
o Cash flows from discontinued operations booked in "net cash provided by
(used in) operating activities
Discontinued operations - adjustment of historical
orders and revenues
(MUS$) Jan-Sept 2001 Jul-Sept 2001
orders revenues orders revenues
Reported orders and revenues 17,362 16,363 5,050 5,609
Structured Finance to be sold to GE 177 177 61 61
Commercial Finance
Metering business to be sold to Ruhrgas 324 336 104 108
Industries
Other activities 0 1 0 0
Adjusted orders and revenues 17,863 16,877 5,215 5,778
Discontinued operations - adjustment of orders and
revenues
(MUS$) Jan-Sept 2002 Jul-Sept 2002
orders revenues orders revenues
Reported orders and revenues 16,162 16,042 4,635 5,457
Structured Finance to be sold to GE 193 193 53 53
Commercial Finance
Metering business to be sold to Ruhrgas 306 330 106 112
Industries
Other activities 0 1 0 1
Adjusted orders and revenues 16,661 16,566 4,794 5,623
Income from discontinued operations
(MUS$) 2002 2001
Jan-Sept Jul-Sept Jan-Sept Jul-Sept
Structured Finance to be sold to GE Commercial -116 -121 17 3
Finance*
Metering business to be sold to Ruhrgas 7 -3 4 -2
Industries**
Other activities -17 -1 -7 -1
Income from discontinued operations, net of tax -126 -125 14 0
* 2002 numbers reflect mainly capital losses and fees on structured finance
** Capital gains on metering will be recorded at the closure of the sale only
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: October 25, 2002 By: /s/ BEAT HESS
-----------------------------------
Name: Beat Hess
Title: Group Senior Officer
By: /s/ HANS ENHORNING
-----------------------------------
Name: Hans Enhorning
Title: Group Vice President