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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

Table of Contents

As filed with the Securities and Exchange Commission on March 17, 201115, 2012

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 20-F


o

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

o


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010
OR

o

 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-16429



ABB Ltd
(Exact name of registrant as specified in its charter)

Switzerland

(Jurisdiction of incorporation or organization)

Affolternstrasse 44
CH-8050 Zurich
Switzerland

(Address of principal executive offices)

Richard A. Brown
Affolternstrasse 44
CH-8050 Zurich
Switzerland
Telephone: +41-43-317-7111
Facsimile: +41-43-317-7992

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

           Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
American Depositary Shares,
each representing one Registered Share
New York Stock Exchange
Registered Shares, par value CHF 1.03 New York Stock Exchange

New York Stock Exchange*



           Securities registered or to be registered pursuant to Section 12(g) of the Act:None.

           Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None.

           Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 2,283,464,6112,314,743,264 Registered Shares



           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

           If this is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o    No ý

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

           Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerý Accelerated filero Non-accelerated filero

           Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAPý International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o

           If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. item 17 o item 18 o

           If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý


*
Listed on the New York Stock Exchange not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.


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 Page

PART I

 3

Item 1.

Identity of Directors, Senior Management and Advisers

 
3

Item 2.

Offer Statistics and Expected Timetable

 
3

Item 3. Key Information

 
3Key Information
4

Item 4.

Information on the Company

 
1615

Item 4A. Unresolved Staff Comments

 
34Unresolved Staff Comments
32

Item 5.

Operating and Financial Review and Prospects

 
3432

Item 6.

Directors, Senior Management and Employees

 
8083

Item 7.

Major Shareholders and Related Party Transactions

 
97100

Item 8. Financial Information

 
98Financial Information
102

Item 9.

The Offer and Listing

 
100104

Item 10. Additional Information

 
101Additional Information
104

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

 
114118

Item 12.

Description of Securities Other than Equity Securities

 
116120

PART II

 
117121

Item 13.

Defaults, Dividend Arrearages and Delinquencies

 
117121

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

 
117121

Item 15. Controls and Procedures

 
117

Item 15T. Controls and Procedures

 
118121
Item 15T.

Controls and Procedures122
Item 16A.Audit Committee Financial Expert

 
118122

Item 16B. Code of Ethics

 
118Code of Ethics
122

Item 16C.

Principal Accountant Fees and Services

 
118122

Item 16D.

Exemptions from the Listing Standards for Audit Committees

 
119123

Item 16E.

Purchase of equity securities by Issuer & Affiliated Purchases

 
119123

Item 16F.

Change in Registrant's Certifying Accountant

 
120123

Item 16G. Corporate Governance

 
120Corporate Governance

PART III

 
120123
PART III

Item 17. Financial Statements

 
120123

Item 18. Financial Statements

17.
 
120Financial Statements

Item 19. Exhibits

 
121123
Item 18.Financial Statements123
Item 19.Exhibits124

i


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INTRODUCTION

        ABB Ltd is a corporation organized under the laws of Switzerland. In this Annual Report, "the ABB Group," "ABB," the "Company," "we," "our" and "us" refer to ABB Ltd and its consolidated subsidiaries (unless the context otherwise requires). We also use these terms to refer to ABB Asea Brown Boveri Ltd and its subsidiaries prior to the establishment of ABB Ltd as the holding company for the entire ABB Group in 1999, as described in this Annual Report under "Item 4. Information on the Company—Introduction—History of the ABB Group." Our American Depositary Shares (each representing one registered share of ABB Ltd) are referred to as "ADSs." The registered shares of ABB Ltd are referred to as "shares." Our principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, telephone number +41-43-317-7111.


FINANCIAL AND OTHER INFORMATION

        ABB Ltd has prepared its statutory unconsolidated financial statements in accordance with the Swiss Code of Obligations. The Consolidated Financial Statements of ABB Ltd, including the notes thereto, as of December 31, 20102011 and 20092010 and for each of the years in the three-year period ended December 31, 20102011 (our Consolidated Financial Statements) have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).

        In this Annual Report: (i) "$," "U.S. dollar" and "USD" refer to the lawful currency of the United States of America; (ii) "CHF" and "Swiss franc" refer to the lawful currency of Switzerland; (iii) "EUR" and "euro" refer to the lawful currency of the participating member states of the European Economic and Monetary Union (Eurozone); (iv) "SEK" and "Swedish krona" refer to the lawful currency of Sweden; (v) "GBP" and "pound sterling" refer to the lawful currency of the United Kingdom; (vi) "Indian rupee" refers to the lawful currency of India; and (vii) "Chinese renminbi" refers to the lawful currency of the People's Republic of China.China; and (viii) "AED" refers to the lawful currency of the United Arab Emirates.

        Except as otherwise stated, all monetary amounts in this Annual Report are presented in U.S. dollars. Where specifically indicated, amounts in Swiss francs have been translated into U.S. dollars. These translations are provided for convenience only, and they are not representations that the Swiss franc could be converted into U.S. dollars at the rate indicated. These translations have been made using the twelve o'clock buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York as of December 30, 2010,2011, unless otherwise indicated. The twelve o'clock buying rate for Swiss francs on December 30, 20102011 was $1.00 = CHF 0.9369.0.9374. The twelve o'clock buying rate for Swiss francs on March 11, 20119, 2012 was $1.00 = CHF 0.9276.0.92.


FORWARD-LOOKING STATEMENTS

        This Annual Report includes forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will," or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, dispositions, strategies and the countries and industries in which we operate.

        These forward-looking statements include, but are not limited to the following:


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        By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the countries and industries in which we operate, may differ materially from those described in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the countries and industries in which we operate, are consistent with the forward-looking statements contained in this Annual Report, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause actual results to differ materially from our expectations are contained in cautionary statements in this Annual Report and include, without limitation, the following:


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        We urge you to read the sections of this Annual Report entitled "Item 3. Key Information—Risk Factors," "Item 4. Information on the Company" and "Item 5. Operating and Financial Review and Prospects" for a more complete discussion of the factors that could affect our future performance and the countries and industries in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking circumstances described in this Annual Report and the assumptions underlying them may not occur.

        Except as required by law or applicable stock exchange rules or regulations, we undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Annual Report.


PART I

Item 1.    Identity of Directors, Senior Management and Advisers

Item 2.    Offer Statistics and Expected Timetable


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Item 3.    Key Information


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SELECTED FINANCIAL DATA

        The following table presents our selected financial and operating information at the dates and for each of the periods indicated. You should read the following information together with the information contained in "Item 5. Operating and Financial Review and Prospects," as well as our Consolidated Financial Statements and the Notes thereto, included elsewhere in this Annual Report.

        Our selected financial data are presented in the following tables in accordance with U.S. GAAP and have been derived from our published Consolidated Financial Statements. Our Consolidated Financial Statements as of and for each of the years ended December 31, 2011, 2010, 2009, 2008 2007 and 20062007 were audited by Ernst & Young AG.

INCOME STATEMENT DATA(1):DATA:

($ in millions, except per share data in $)
($ in millions, except per share data in $)
 2010 2009 2008 2007 2006  2011 2010 2009 2008 2007 

Total revenues

Total revenues

 31,589 31,795 34,912 29,183 23,281  37,990 31,589 31,795 34,912 29,183 

Total cost of sales

Total cost of sales

 (22,060) (22,470) (23,972) (20,215) (16,537) (26,556) (22,060) (22,470) (23,972) (20,215)

Gross profit

Gross profit

 9,529 9,325 10,940 8,968 6,744  11,434 9,529 9,325 10,940 8,968 

Selling, general and administrative expenses

Selling, general and administrative expenses

 (4,615) (4,491) (4,795) (4,104) (3,568) (5,373) (4,615) (4,491) (4,795) (4,104)

Non-order related research and development expenses

Non-order related research and development expenses

 (1,082) (1,037) (1,027) (871) (758) (1,371) (1,082) (1,037) (1,027) (871)

Other income (expense), net

Other income (expense), net

 (14) 329 (566) 30 139  (23) (14) 329 (566) 30 

Earnings before interest and taxes

Earnings before interest and taxes

 3,818 4,126 4,552 4,023 2,557  4,667 3,818 4,126 4,552 4,023 

Interest and dividend income

Interest and dividend income

 95 121 315 273 147  90 95 121 315 273 

Interest and other finance expense(2)(1)

Interest and other finance expense(2)(1)

 (173) (127) (349) (383) (307)

Interest and other finance expense(2)(1)

 (207) (173) (127) (349) (383)

Income from continuing operations before taxes and cumulative effect of accounting change

Income from continuing operations before taxes and cumulative effect of accounting change

 3,740 4,120 4,518 3,913 2,397  4,550 3,740 4,120 4,518 3,913 

Provision for taxes

Provision for taxes

 (1,018) (1,001) (1,119) (595) (686) (1,244) (1,018) (1,001) (1,119) (595)

Income from continuing operations before cumulative effect of accounting change, net of tax

Income from continuing operations before cumulative effect of accounting change, net of tax

 2,722 3,119 3,399 3,318 1,711  3,306 2,722 3,119 3,399 3,318 

Income (loss) from discontinued operations, net of tax(3)(2)

Income (loss) from discontinued operations, net of tax(3)(2)

 10 17 (21) 586 (142)

Income (loss) from discontinued operations, net of tax(3)(2)

 9 10 17 (21) 586 

Income before cumulative effect of accounting change, net of tax

Income before cumulative effect of accounting change, net of tax

 2,732 3,136 3,378 3,904 1,569  3,315 2,732 3,136 3,378 3,904 

Cumulative effect of accounting change, net of tax(2)(1)

Cumulative effect of accounting change, net of tax(2)(1)

    (49)  

Cumulative effect of accounting change, net of tax(2)(1)

     (49)

Net income

Net income

 2,732 3,136 3,378 3,855 1,569  3,315 2,732 3,136 3,378 3,855 

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests

 (171) (235) (260) (244) (179) (147) (171) (235) (260) (244)

Net income attributable to ABB

Net income attributable to ABB

 2,561 2,901 3,118 3,611 1,390  3,168 2,561 2,901 3,118 3,611 

Amounts attributable to ABB shareholders:

Amounts attributable to ABB shareholders:

  

Income from continuing operations before cumulative effect of accounting change, net of tax

 2,551 2,884 3,142 3,083 1,544 

Net income

 2,561 2,901 3,118 3,611 1,390 

Income from continuing operations before cumulative effect of accounting change, net of tax

 3,159 2,551 2,884 3,142 3,083 

Net income

 3,168 2,561 2,901 3,118 3,611 

Basic earnings per share attributable to ABB shareholders:

Basic earnings per share attributable to ABB shareholders:

  

Income from continuing operations before cumulative effect of accounting change, net of tax

 1.12 1.26 1.37 1.37 0.73 

Net income

 1.12 1.27 1.36 1.60 0.65 

Income from continuing operations before cumulative effect of accounting change, net of tax

 1.38 1.12 1.26 1.37 1.37 

Net income

 1.38 1.12 1.27 1.36 1.60 

Diluted earnings per share attributable to ABB shareholders:

Diluted earnings per share attributable to ABB shareholders:

  

Income from continuing operations before cumulative effect of accounting change, net of tax

 1.11 1.26 1.37 1.34 0.70 

Net income

 1.12 1.27 1.36 1.57 0.63 

Income from continuing operations before cumulative effect of accounting change, net of tax

 1.38 1.11 1.26 1.37 1.34 

Net income

 1.38 1.12 1.27 1.36 1.57 

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

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

  

Basic earnings per share attributable to ABB shareholders

 2,287 2,284 2,287 2,258 2,128 

Diluted earnings per share attributable to ABB shareholders

 2,291 2,288 2,296 2,308 2,248 

Basic earnings per share attributable to ABB shareholders

 2,288 2,287 2,284 2,287 2,258 

Diluted earnings per share attributable to ABB shareholders

 2,291 2,291 2,288 2,296 2,308 

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BALANCE SHEET DATA(1):DATA:


 December 31,  December 31, 
($ in millions)
 2010 2009 2008 2007 2006  2011 2010 2009 2008 2007 

Cash and equivalents

 5,897 7,119 6,399 4,650 4,198  4,819 5,897 7,119 6,399 4,650 

Marketable securities and short-term investments

 2,713 2,433 1,354 3,240 351  948 2,713 2,433 1,354 3,240 

Total assets

 36,295 34,728 33,011 30,841 24,922  39,648 36,295 34,728 33,011 30,841 

Long-term debt

 1,139 2,172 2,009 2,138 3,160  3,231 1,139 2,172 2,009 2,138 

Total debt(4)(3)

 2,182 2,333 2,363 2,674 3,282  3,996 2,182 2,333 2,363 2,674 

Capital stock and additional paid-in capital

 1,454 3,943 4,841 5,780 4,514  1,621 1,454 3,943 4,841 5,780 

Total stockholders' equity (including noncontrolling interests)

 15,458 14,473 11,770 11,549 6,489  16,336 15,458 14,473 11,770 11,549 

CASH FLOW DATA(1):DATA:

($ in millions)
 2011 2010 2009 2008 2007 

Net cash provided by operating activities

  3,612  4,197  4,027  3,958  3,054 

Net cash provided by (used in) investing activities

  (3,253) (2,747) (2,172) 114  (2,291)

Net cash used in financing activities

  (1,208) (2,530) (1,349) (2,119) (625)

($ in millions)
 2010 2009 2008 2007 2006 

Net cash provided by operating activities

  4,197  4,027  3,958  3,054  1,939 

Net cash provided by (used in) investing activities

  (2,747) (2,172) 114  (2,291) (694)

Net cash used in financing activities

  (2,530) (1,349) (2,119) (625) (392)

(1)
Certain amounts reported in prior years have been reclassified to conform to the current year's presentation. These changes primarily relate to the presentation of non-order related research and development expenses as a separate line in the Consolidated Income Statements and the reclassification from investing activities to financing activities in the Consolidated Statements of Cash Flows of cash paid for the acquisition of noncontrolling interests.

(2)
In 2009, we adopted a new accounting standard that changed the accounting for convertible debt instruments that contained cash settlement features. Although we did not have any convertible debt instruments outstanding at December 31, 2009, 2008 and 2007, we adopted the provisions of this new standard on a retroactive basis to January 1, 2007, as they related to our 1 billion Swiss francs 3.5% convertible bonds (issued 2003) fully converted by bondholders in 2007. The impact on our Consolidated Income Statement in 2007 was (i) a loss of $49 million from the effect of the accounting change and (ii) a loss of $97 million from the conversion of bonds and amortization of discount, recorded in "Interest and other finance expense". As permitted under this standard, we elected to apply the provisions of the standard only to those convertible instruments outstanding at any time during the periods presented in our Consolidated Financial Statements as of and for the each of the three years ended December 31, 2009. Consequently, the provisions of this standard have not been applied to the above selected financial data for 2006.

(3)(2)
Income (loss) from discontinued operations, net of tax, included costs related to the asbestos obligations of our U.S. subsidiary Combustion Engineering Inc, as well as various other minor gains and losses related to business divestments. Income from discontinued operations in 2007 primarily related to the gain of $530 million realized on the sale of the downstream oil and gas business.

(4)(3)
Total debt is equal to the sum of short-term debt (including current maturities of long-term debt) and long-term debt.


DIVIDENDS AND DIVIDEND POLICY

        Payment of dividends is subject to general business conditions, ABB's current and expected financial condition and performance and other relevant factors including growth opportunities. ABB's current dividend policy is to pay a steadily rising, sustainable annual dividend over time.

        Dividends may be paid only if ABB Ltd has sufficient distributable profits from previous fiscal years or sufficient free reserves to allow the distribution of a dividend. In addition, at least 5 percent of ABB Ltd's annual net profits must be retained and booked as legal reserves (which is comprised of ordinary reserves, capital contribution reserve and reserve for own shares), unless these reserves already amount to 20 percent of ABB Ltd's share capital. As a holding company, ABB Ltd's main sources of income are dividend and interest from its subsidiaries. At December 31, 2010,2011, of the CHF 12,49312,483 million of stockholders' equity recorded in the unconsolidated statutory financial


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statements of ABB Ltd prepared in accordance with Swiss law, CHF 2,3782,384 million was attributable to share capital, CHF 4,4256,780 million was attributable to legal reserves (of which CHF 5,269 million was attributable to the capital contribution reserve (approximately 90 percent of which are available for distribution),and CHF 532512 million was attributable to the reserve for own shares,shares), and CHF 5,1583,318 million representswas attributable to free reserves, principally representing net income and retained earnings available for distribution.

        ABB Ltd may only pay out a dividend if it has been proposed by a shareholder or the board of directors of ABB Ltd and approved at a general meeting of shareholders, and the auditors confirm that the dividend conforms to statutory law and the Articles of Incorporation of ABB Ltd. In practice, the shareholders' meeting usually approves dividends as proposed by the board of directors, if the board of directors' proposal is confirmed by the statutory auditors.


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        Dividends are usually due and payable no earlier than three trading days after the shareholders' resolution, and when paid by way of a nominal value reduction after a two month period from public calls to creditors and certain subsequent actions as required under Swiss law. Dividends not collected within five years after the due date accrue to ABB Ltd and are allocated to its other reserves. For information about the deduction of withholding taxes from dividend payments, see "Item 10. Additional Information—Taxation."

        We have established a dividend access facility for shareholders who are resident in Sweden under which these shareholders may register with Euroclear Sweden AB, as a holder of up to 600,004,716 shares, and receive dividends in the Swedish kronor equivalent to the dividend paid in Swiss francs without deduction of Swiss withholding tax. For further information, see "Item 10. Additional Information—Taxation."

        Because ABB Ltd pays cash dividends, if any, in Swiss francs (subject to the exception for certain shareholders in Sweden described above), exchange rate fluctuations will affect the U.S. dollar amounts received by holders of ADSs upon conversion of those cash dividends by Citibank, N.A., the depositary, in accordance with the Amended and Restated Deposit Agreement dated May 7, 2001.

        With respect to the year ended December 31, 2006, ABB Ltd paid a dividend of CHF 0.24 (USD 0.20) per share. With respect to each of the years ended December 31, 2007 and 2008, ABB Ltd paid a dividend of CHF 0.48 (USD 0.46 for 2007 and USD 0.45 for 2008) and with respect to the yearyears ended December 31, 2009 and 2010, ABB Ltd paid a dividend of CHF 0.51 (USD 0.48 for 2009)0.48) per share.share and CHF 0.60 (USD 0.52) per share, respectively. The dividends with respect to each of the years ended December 31, 2007, 2008 and 2009, were paid by way of a nominal value reduction (reduction in the par value of each share). The USD amounts for each of the foregoing dividend payments made in CHF have been translated using the average rates of the month in which the dividends were paid.

        With respect to the year ended December 31, 2010,2011, ABB Ltd's board of directors has proposed to pay a dividend of CHF 0.600.65 per share, out of the capital contribution reserve, subject to approval by shareholders at ABB's 20112012 Annual General Meeting.



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RISK FACTORS

        You should carefully consider all of the information set forth in this Annual Report and the following description of risks and uncertainties that we currently believe may exist. Our business, financial condition or results of operations could be adversely affected by any of these risks. Additional risks of which we are unaware or that we currently deem immaterial may also impair our business operations. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those described below and elsewhere in this Annual Report. See "Forward-Looking Statements."

Our business is exposed to risks associated with the volatile global economic environment and political conditions.

        Adverse changes in economic or political conditions, both inside and outside the U.S., could have a material adverse effect on our business, financial condition, results of operations and liquidity. Volatility in the global financial markets continues to be at high levels. Volatile oil prices, equity market values, disruptions in the financial markets, weakened consumer confidence, risks of increased inflation and deflation and increased unemployment rates have created fears of a severe recession. These disruptions may continue to have an ongoing adverse effect on the world economy. Continuing economic volatility and financial market disruptions may adversely impact the demand for our products and services. For example, the current lack of confidenceThese and the shortage of credit in the financial marketsother factors may prevent our customers and suppliers from obtaining the financing required to pursue their business activities as planned, which may force them to modify, delay or cancel plans to purchase or supply our products or services. Payment terms, especially the level of advance payments in large orders, may become less favorable. In addition, if our customers do not generate sufficient revenue, or fail to obtain access to the capital markets, they may not be able to pay, or may delay


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payment of, the amounts they owe us. Customers with liquidity issues may lead to additional bad debt expense for us, which may adversely affect our results of operations and cash flows. We are also subject to the risk that the counterparties to our credit agreements and hedging transactions may go bankrupt if they suffer catastrophic demand on their liquidity that prevents them from fulfilling their contractual obligations to us.

        Apart from effects relating to the effects of the creditfinancial crisis and the global economic slowdown that it entailed, our business environment is influenced by numerous other economic or political uncertainties which will affect the global economy and the international capital markets. In periods of slow economic growth or decline, our customers are more likely to decrease expenditures on the types of products and systems we supply and we are more likely to experience decreased revenues as a result. Our power technology divisions are affected by the level of investments by utilities, and our automation technology divisions are affected by conditions in a broad range of industries, including the automotive, pharmaceutical, pulp and paper, marine, metals and minerals and manufacturing and consumer industries. At various times during the last several years, we also have experienced, and may experience in the future, gross margin declines in certain businesses, reflecting the effect of items such as competitive pricing pressures, inventory write-downs, charges associated with the cancellation of planned expansion, increases in pension and postretirement benefit expenses, and increases in component and manufacturing costs resulting from higher labor and material costs borne by our manufacturers and suppliers that, as a result of competitive pricing pressures or other factors, we are unable to pass on to our customers. Economic downturns also may lead to restructuring actions and associated expenses. Uncertainty about future economic conditions makes it difficult for us to forecast operating results and to make decisions about future investments.

        In addition, we are subject to the risks that our business operations in or with certain countries including those identified by the U.S. government as state sponsors of terrorism, may be adversely affected by trade or economic sanctions or other restrictions imposed on these countries and that


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actual or potential investors that object to these business operations may adversely affect the price of our shares by disposing of, or deciding not to, purchase our shares. These countries may from time to time include countries that are identified by the United States as state sponsors of terrorism. In 2011, our total revenues from business with countries identified by the U.S. government as state sponsors of terrorism represented a very small percent of our total revenues. Based on the amount of revenues and other relevant quantitative and qualitative factors we have determined that our business in 2011 with countries identified by the U.S. government as state sponsors of terrorism was not material.

Illegal behavior by any of our employees or agents could have a material adverse impact on our consolidated operating results, cash flows, and financial position as well as on our reputation and our ability to do business.

        Certain of our employees or agents have taken, and may in the future take, actions that violate or are alleged to violate the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), legislation promulgated pursuant to the 1997 Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, applicable antitrust laws and other applicable laws or regulations. For more information regarding investigations of past actions taken by certain of our employees, see "Item 8. Financial Information—Legal Proceedings." Such actions have resulted, and in the future could result, in governmental investigations, enforcement actions and civil and criminal penalties, including monetary penalties and other sanctions. It is possible that any governmental investigation or enforcement action arising from such matters could conclude that a violation of applicable law has occurred and the consequences of any such investigation or enforcement action may have a material adverse impact on our consolidated operating results, cash flows and financial position. In addition, such actions, whether actual or alleged, could damage our reputation and ability to do business.


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        Further, detecting, investigating and resolving such actions could be expensive and could consume significant time and attention of our senior management. While we are committed to conducting business in a legal and ethical manner, our internal control systems have not been, and in the future may not be, completely effective to prevent and detect such improper activities by our employees and agents.

Our operations in emerging markets expose us to risks associated with conditions in those markets.

        A significant amount of our operations is conducted in the emerging markets of Latin America, Asia, the Middle East and Africa. In 2010,2011, approximately 50 percenthalf of our consolidated revenues were generated from these emerging markets. Operations in emerging markets can present risks that are not encountered in countries with well-established economic and political systems, including:


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        Additionally, political and social instability resulting from increased violence in certain countries in which we do business has raised concerns about the safety of our personnel. These concerns may hinder our ability to send domestic personnel abroad and to hire and retain local personnel. Such concerns may require us to increase security for personnel traveling to such facilities or to conduct more operations from our other facilities rather than from facilities located in these political and socially unstable countries, which may negatively impact our operations and result in higher costs and inefficiencies.

        In addition, the legal and regulatory systems of many emerging market countries are less developed and less well-enforced than in industrialized countries. Therefore, our ability to protect our contractual and other legal rights in these countries could be limited. Consequently, our exposure to the conditions in or affecting emerging markets may adversely affect our business, financial condition, results of operations and liquidity.

Undertaking long-term, fixed price or turnkey projects exposes our businesses to risk of loss should our actual costs exceed our estimated or budgeted costs.

        We derive a portion of our revenues from long-term, fixed price or turnkey projects that are awarded on a competitive basis and can take many months, or even years, to complete. Such contracts involve substantial risks, including the possibility that we may underbid and the fact that we typically assume substantially all of the risks associated with completing the project and the post-completion


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warranty obligations. These risks include the project's technical risk, meaning that we must tailor our products and systems to satisfy the technical requirements of a project even though, at the time we are awarded the project, we may not have previously produced such a product or system. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from our original projections because of changes in conditions, including but not limited to:

        These risks are exacerbated if the duration of the project is extended because then there is an increased risk that the circumstances upon which we originally bid and quoted a price change in a manner that increases our costs. In addition, we sometimes bear the risk of delays caused by unexpected conditions or events. Our project contracts often make us subject to penalties if we cannot complete portions of the project in accordance with agreed-upon time limits and guaranteed performance levels.

We operate in very competitive markets and could be adversely affected if we fail to keep pace with technological changes.

        We operate in very competitive environments in particular with respect to product performance, developing integrated systems and applications that address the business challenges faced by our customers, pricing, new product introduction time and customer service. The relative importance of these factors differs across the geographic markets and product areas that we serve. The markets for our products and services are characterized by evolving industry standards (particularly for our automation technology products and systems), rapidly changing technology and increased competition as a result of privatization (particularly for our power products and systems). For example, as power transmission and distribution providers throughout the world have been undergoing substantial privatization, their need has increased for timely product and service innovations that increase efficiency and allow them to compete in a deregulated environment. Additionally, the continual development of advanced technologies for new products and product enhancements is an important way in which we maintain acceptable pricing levels. If we fail to keep pace with technological changes in the industrial sectors that we serve, we may experience price erosion and lower margins.

        The principal competitors for our automation technology products, systems and services include Emerson, Honeywell, Invensys, Schneider and Siemens. We primarily compete with Alstom, Schneider and Siemens in sales of our power technology products and systems. All of our primary competitors are sophisticated companies with significant resources that may develop products and services that are superior to our products and services or may adapt more quickly than we do to new technologies,


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industry changes or evolving customer requirements. We are also facing increased competition from low cost competitors in emerging markets, which may give rise to increased pressure to reduce our prices. Our failure to anticipate or respond quickly to technological developments or customer requirements could adversely affect our business, results of operations, financial condition and liquidity.

Our international operations expose us to the risk of fluctuations in currency exchange rates.

        Exchange rate fluctuations have had, and could continue to have, a material impact on our operating results, the comparability of our results between periods, the value of assets or liabilities as recorded on our Consolidated Balance Sheet and the price of our securities. The global financial crisis has led to increased volatility in exchange rates, which makes it harder to predict exchange rates and thus do accurate financial planning. Changes in exchange rates can unpredictably and adversely affect our consolidated operating results, and could result in exchange losses.

        Currency Translation Risk.    The results of operations and financial position of most of our non-U.S. companies are initially recorded in the currency, which we call "local currency," of the country in which the respective company resides. That financial information is then translated into U.S. dollars at the applicable exchange rates for inclusion in our Consolidated Financial Statements. The exchange rates between local currencies and the U.S. dollar can fluctuate substantially, which could have a significant translation effect on our reported consolidated results of operations and financial position.

        Increases and decreases in the value of the U.S. dollar versus local currencies will affect the reported value of our local currency assets, liabilities, revenues and costs in our Consolidated Financial Statements, even if the value of these items has not changed in local currency terms. These translations could significantly and adversely affect our results of operations and financial position from period to period.

        Currency Transaction Risk.    Currency risk exposure also affects our operations when our sales are denominated in currencies that are different from those in which our manufacturing or sourcing costs are incurred. In this case, if after the parties agree on a price, the value of the currency in which the price is to be paid were to weaken relative to the currency in which we incur manufacturing or sourcing costs, there would be a negative impact on the profit margin for any such transaction. This transaction risk may exist regardless of whether or not there is also a currency translation risk as described above.

        Currency exchange rate fluctuations in those currencies in which we incur our principal manufacturing expenses or sourcing costs may adversely affect our ability to compete with companies whose costs are incurred in other currencies. If our principal expense currencies appreciate in value against such other currencies, our competitiveness may be weakened.

Our hedging activities may not protect us against the consequences of significant fluctuations in exchange rates, interest rates or commodity prices on our earnings and cash flows.

        Our policy is to hedge material currency exposures by entering into offsetting transactions with third party financial institutions. Given the effective horizons of our risk management activities and the anticipatory nature of the exposures intended to be hedged, there can be no assurance that our currency hedging activities will fully offset the adverse financial impact resulting from unfavorable movements in foreign exchange rates. In addition, the timing of the accounting for recognition of gains and losses related to a hedging instrument may not coincide with the timing of gains and losses related to the underlying economic exposures.

        As a resource-intensive operation, we are exposed to a variety of market and asset risks, including the effects of changes in commodity prices and interest rates. We monitor and manage these exposures as an integral part of our overall risk management program, which recognizes the unpredictability of


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markets and seeks to reduce the potentially adverse effects on our business. Nevertheless, changes in commodity prices and interest rates cannot always be predicted or hedged.

        If we are unable to successfully manage the risk of changes in exchange rates, interest rates or commodity prices or if our hedging counterparties are unable to perform their obligations under our


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hedging agreements with them, then changes in these rates and prices could have an adverse effect on our financial condition and results of operations.

Increases in costs or limitation of supplies of raw materials may adversely affect our financial performance.

        We purchase large amounts of commodity-based raw materials, including steel, copper, aluminum, and oil. Prevailing prices for such commodities are subject to fluctuations due to changes in supply and demand and a variety of additional factors beyond our control, such as global political and economic conditions. Historically, prices for some of these raw materials have been volatile and unpredictable, and such volatility is expected to continue. Therefore, commodity price changes may result in unexpected increases in raw material costs, and we may be unable to increase our prices to offset these increased costs without suffering reduced volumes, revenues or operating income. We do not fully hedge against changes in commodity prices and our hedging procedures may not work as planned.

        We depend on third parties to supply raw materials and other components and may not be able to obtain sufficient quantities of these materials and components, which could limit our ability to manufacture products on a timely basis and could harm our profitability. For some raw materials and components, we rely on a single supplier or a small number of suppliers. If one of these suppliers were unable to provide us with a raw material or component we need, our ability to manufacture some of our products could be adversely affected until we are able to establish a new supply arrangement. We may be unable to find a sufficient alternative supply channel in a reasonable time period or on commercially reasonable terms, if at all. If our suppliers are unable to deliver sufficient quantities of materials on a timely basis, the manufacture and sale of our products may be disrupted, we might have obligations under our performance guarantees and our sales and profitability could be materially adversely affected.

The weakening or unavailability ofAn inability to protect our intellectual property rights could adversely affect our business.

        Our intellectual property rights are fundamental to all of our businesses. We generate, maintain, utilize and enforce a substantial portfolio of trademarks, trade dress, patents and other intellectual property rights. We use our intellectual property rights to protect the goodwill of our products, promote our product recognition, protect our proprietary technology and development activities, enhance our competitiveness and otherwise support our business goals and objectives. However, there can be no assurance that the steps we take to obtain, maintain and protect our intellectual property rights will be adequate. Our intellectual property rights may fail to provide us with significant competitive advantages, particularly in foreign jurisdictions that do not have, or do not enforce, strong intellectual property rights. The weakening or unavailabilityof protection of our trademarks, trade dress, patents and other intellectual property rights could adversely affect our business.

We operate in very competitive markets and could be adversely affected if we fail to keep pace with technological changes.

        We operate in very competitive environments in particular with respect to product performance, developing integrated systems and applications that address the business challenges faced by our customers, pricing, new product introduction time and customer service. The relative importance of these factors differs across the geographic markets and product areas that we serve. The markets for our products and services are characterized by evolving industry standards (particularly for our automation technology products and systems), rapidly changing technology and increased competition as a result of privatization (particularly for our power products and systems). For example, for a number of years, power transmission and distribution providers throughout the world have been undergoing substantial privatization. This has increased their need for timely product and service innovations that increase efficiency and allow them to compete in a deregulated environment. Additionally, the continual development of advanced technologies for new products and product


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enhancements is an important way in which we maintain acceptable pricing levels. If we fail to keep pace with technological changes in the industrial sectors that we serve, we may experience price erosion and lower margins.

        The principal competitors for our automation technology products, systems and services include Emerson, Honeywell, Invensys, Schneider and Siemens. We primarily compete with Areva, Schneider and Siemens in sales of our power technology products and systems. All of our primary competitors are sophisticated companies with significant resources that may develop products and services that are superior to our products and services or may adapt more quickly than we do to new technologies, industry changes or evolving customer requirements. We are also facing increased competition from competitors in emerging markets, which may give rise to increased pressure to reduce our prices. Our failure to anticipate or respond quickly to technological developments or customer requirements could adversely affect our business, results of operations, financial condition and liquidity.

Many of our contracts contain performance obligations that require innovative design capabilities, are technologically complex, require state-of-the-art manufacturing expertise or are dependent upon factors not wholly within our control. Failure to meet these obligations could adversely affect our profitability and future prospects.

        We design, develop and manufacture technologically advanced and innovative products and services applied by our customers in a variety of environments. Problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and patent rights, labor, learning curve assumptions or materials and components could prevent us from achieving contractual requirements.


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        In addition, our products cannot be tested and proven in all situations and are otherwise subject to unforeseen problems. Examples of unforeseen problems that could negatively affect revenue and profitability include premature failure of products that cannot be accessed for repair or replacement, problems with quality, country of origin, delivery of subcontractor components or services and unplanned degradation of product performance. Among the factors that may affect revenue and profits could be unforeseen costs and expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work, and, in the case of certain contracts, repayment to the customer of contract cost and fee payments we previously received.

Industry consolidation could result in more powerful competitors and fewer customers.

        Competitors in the industries in which our business divisions operate are consolidating. In particular, the automation industry is undergoing consolidation that is reducing the number but increasing the size of companies that compete with us. As our competitors consolidate, they likely will increase their market share, gain economies of scale that enhance their ability to compete with us and/or acquire additional products and technologies that could displace our product offerings.

        Our customer base also is undergoing consolidation. Consolidation within our customers' industries (such as the marine and cruise industry, the automotive, aluminum, steel, pulp and paper and pharmaceutical industries and the oil and gas industry) could affect our customers and their relationships with us. If one of our competitors' customers acquires any of our customers, we may lose that business. Additionally, as our customers become larger and more concentrated, they could exert pricing pressure on all suppliers, including us. For example, in an industry such as power transmission, which historically has consisted of large and concentrated customers such as utilities, price competition can be a factor in determining which products and services will be selected by a customer.


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We are subject to environmental laws and regulations in the countries in which we operate. We incur costs to comply with such regulations, and our ongoing operations may expose us to environmental liabilities.

        Our operations are subject to U.S., European and other laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Our manufacturing facilities use and produce paint residues, solvents, metals, oils and related residues. We use petroleum-based insulation in transformers, polyvinylchloride (PVC) resin to manufacture PVC cable and chloroparaffin as a flame retardant. We have manufactured and sold, and we are using in some of our factories, certain types of transformers and capacitors containing polychlorinated biphenyls (PCBs). These are considered to be hazardous substances in many jurisdictions in which we operate. We may be subject to substantial liabilities for environmental contamination arising from the use of such substances. All of our manufacturing operations are subject to ongoing compliance costs in respect of environmental matters and the associated capital expenditure requirements.

        In addition, we may be subject to significant fines and penalties if we do not comply with environmental laws and regulations including those referred to above. Some environmental laws provide for joint and several or strict liability for remediation of releases of hazardous substances, which could result in us incurring a liability for environmental damage without regard to our negligence or fault. Such laws and regulations could expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts which were in compliance with all applicable laws at the time the acts were performed. Additionally, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Changes in the environmental laws and regulations, or claims for damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities to us.


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We may be the subject of product liability claims.

        We may be required to pay for losses or injuries purportedly caused by the design, manufacture or operation of our products and systems. Additionally, we may be subject to product liability claims for the improper installation of products and systems designed and manufactured by others.

        Product liability claims brought against us may be based in tort or in contract, and typically involve claims seeking compensation for personal injury or property damage. If the claimant runs a commercial business, claims are often made also for financial losses arising from interruption of operations. Based on the nature and application of many of the products we manufacture, a defect or alleged defect in one of these products could have serious consequences. For example:

        If we were to incur a very large product liability claim, our insurance protection might not be adequate or sufficient to cover such a claim in terms of paying any awards or settlements, and/or paying for our defense costs. Further, some claims may be outside the scope of our insurance coverage. If a litigant were successful against us, a lack or insufficiency of insurance coverage could result in an adverse effect on our business, financial condition, results of operations and liquidity. Additionally, a


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well-publicized actual or perceived problem could adversely affect our market reputation which could result in a decline in demand for our products.

We may encounter difficulty in managing our business due to the global nature of our operations.

        We operate in approximately 100 countries around the world and, as of December 31, 2010,2011, employed approximately 116,500133,600 people. As of December 31, 2010,2011, approximately 5045 percent of our employees were located in Europe, approximately 1519 percent in the Americas, approximately 2728 percent in Asia and approximately 8 percent in the Middle East and Africa. In order to manage our day-to-day operations, we must overcome cultural and language barriers and assimilate different business practices. In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with the laws of multiple countries. We also must communicate and monitor group-wide standards and directives across our global network. Our failure to manage successfully our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with group-wide standards and procedures.

If we are unable to obtain performance and other guarantees from financial institutions, we may be prevented from bidding on, or obtaining, some contracts, or our costs with respect to such contracts could be higher.

        In the normal course of our business and in accordance with industry practice, we provide a number of guarantees including bid-bonds, advance payment guarantees and performance guarantees, which guarantee our own performance. These guarantees may include guarantees that a project will be completed or that a project or particular equipment will achieve defined performance criteria. If we fail to attain the defined criteria, we must make payments in cash or in kind. Performance guarantees frequently are requested in relation to large projects in our core power and automation businesses.


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        Some customers require that performance guarantees be issued by a financial institution. In considering whether to issue a guarantee on our behalf, financial institutions consider our credit ratings. In addition, the global financial crisis has made it more difficult and expensive to obtain these guarantees. If, in the future, we cannot obtain such a guarantee from a financial institution on reasonable terms, we could be prevented from bidding on, or obtaining, some contracts, or our costs with respect to such contracts could be higher, which would reduce the profitability of the contracts. If we cannot obtain guarantees on commercially reasonable terms from financial institutions in the future, there could be a material impact on our business, financial condition, results of operations or liquidity.

Examinations by tax authorities and changes in tax regulations could result in lower earnings and cash flows.

        We operate in approximately 100 countries and therefore are subject to different tax regulations. Changes in tax law could result in higher tax expense and payments. Furthermore, this could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. In addition, the uncertainty of tax environment in some regions could limit our ability to enforce our rights. As a globally operating organization, we conduct business in countries subject to complex tax rules, which may be interpreted in different ways. Future interpretations or developments of tax regimes may affect our tax liability, return on investments and business operations. We are regularly examined by tax authorities in various jurisdictions.

If we are unable to attract and retain qualified management and personnel then our business may be adversely affected.

        Our success depends in part on our continued ability to hire, assimilate and retain our highly qualified personnel, particularly our senior management team and key employees. Competition for highly qualified management and technical personnel remains intense in the industries and regions in


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which we operate. If we are unable to attract and retain members of our senior management team and key employees this could have an adverse effect on our business.

Anticipated benefits of mergers, acquisitions, joint ventures or strategic alliances may not be realized.

        As part of our overall strategy, we may, from time to time, merge with or acquire businesses or interests in businesses, including noncontrolling interests, or form joint ventures or create strategic alliances. Whether we realize the anticipated benefits from these transactions depends, in part, upon the integration between the businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of assumed liabilities and the management of the transacted operations.operations in question. Accordingly, our financial results could be adversely affected fromby unanticipated performance and liability issues, transaction-related charges, amortization related to intangibles, charges for impairment of long-term assets and partner performance. Although we believe that we have established appropriate and adequate procedures and processes to identify and mitigate these risks, there is no assurance that these transactions will be successful.

We could be affected by future laws or regulations enacted to address climate change concerns as well as the physical effects of climate change.

        Although we do not believe existing or pending laws and regulations intended to address climate change concerns will materially adversely affect our current business or operations, such laws and regulations could materially affect us in the future. We may need to incur additional costs to comply with these laws and regulations. We could also be affected indirectly by increased prices for goods or services provided to us by companies that are directly affected by these laws and regulations and pass their increased costs through to their customers. At this time, we cannot estimate what impact such costs may have on our business, results of operations or financial condition. We could also be affected


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by the physical consequences of climate change itself, although we cannot estimate what impact those consequences might have on our business or operations.

Increased information technology (IT) security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and services.

        We have observed a global increase in IT security threats and more sophisticated and targeted computer crime, which pose a risk to the security of systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems such as firewalls and virus scanners, our systems, networks, products, solutions and services remain potentially vulnerable to attacks. Depending on their nature and scope, such attacks could potentially lead to the compromising of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and supply shortages, which in turn could adversely affect our reputation, competitiveness and results of operations.


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Item 4.    Information on the Company

INTRODUCTION

About ABB

        We are a global leader in power and automation technologies aimed at improving performance and lowering the environmental impact for our utility and industrial customers. We provide a broad range of products, systems, solutions and services that are designed to improve power grid reliability, increase industrial productivity and enhance energy efficiency. Our power businesses focus on power transmission, distribution and power-plant automation and serve electric, gas and water utilities, as well as industrial and commercial customers. Our automation businesses serve a full range of industries with measurement, control, protection and process optimization applications.

History of the ABB Group

        The ABB Group was formed in 1988 through a merger between Asea AB and BBC Brown Boveri AG. Initially founded in 1883, Asea AB was a major participant in the introduction of electricity into Swedish homes and businesses and in the development of Sweden's railway network. In the 1940s and 1950s, Asea AB expanded into the power, mining and steel industries. Brown Boveri and Cie. (later renamed BBC Brown Boveri AG) was formed in Switzerland in 1891 and initially specialized in power generation and turbines. In the early to mid 1900s,mid-1900s, it expanded its operations throughout Europe and broadened its business operations to include a wide range of electrical engineering activities.

        In January 1988, Asea AB and BBC Brown Boveri AG each contributed almost all of their businesses to the newly formed ABB Asea Brown Boveri Ltd, of which they each owned 50 percent. In 1996, Asea AB was renamed ABB AB and BBC Brown Boveri AG was renamed ABB AG. In February 1999, the ABB Group announced a group reconfiguration designed to establish a single parent holding company and a single class of shares. ABB Ltd was incorporated on March 5, 1999, under the laws of Switzerland. In June 1999, ABB Ltd became the holding company for the entire ABB Group. This was accomplished by having ABB Ltd issue shares to the shareholders of ABB AG and ABB AB, the two companies that formerly owned the ABB Group. The ABB Ltd shares were exchanged for the shares of those two companies, which, as a result of the share exchange and certain related transactions, became wholly-owned subsidiaries of ABB Ltd. ABB Ltd shares are currently listed on the SIX Swiss Exchange, the NASDAQ OMX Stockholm Exchange and the New York Stock Exchange (in the form of American Depositary Shares).


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Organizational structure

        Our business is international in scope and we generate revenues in numerous currencies. We operate in approximately 100 countries and have structured our global organization intoacross four regions: Europe, the Americas, Asia, and the Middle East and Africa (MEA). We are headquartered in Zurich, Switzerland.

        We manage our business based on a divisional structure. As of January 1, 2010, our automation divisions—primarily the former Automation Products and Robotics divisions—were reorganized to align their activities more closelystructure, with those of our customers, in order to better capture growth opportunities in service, expand our presence in the discrete manufacturing sector and better respond to the increasing demand for energy efficient solutions. Under the realignment, the Automation Products division and the Robotics division were regrouped into two new divisions—the Discrete Automation and Motion division and the Low Voltage Products division. The Process Automation division remained unchanged except for the addition of the instrumentation business from the Automation Products division. Consequently, in 2010, our business comprised five divisions: Power Products, Power Systems, Discrete Automation and Motion, Low Voltage Products and Process Automation. For a breakdown of our consolidated revenues (i) by operating division and (ii) derived


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from each geographic region in which we operate, see "Item 5. Operating and Financial Review and Prospects—Analysis of Results of Operations—Revenues."

        Our principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, telephone number +41-43-317-7111. Our agent for U.S. federal securities law purposes is ABB Holdings Inc., located at 12040 Regency Parkway, Suite 200, Cary, North Carolina 27518.


BUSINESS DIVISIONS

Industry Backgroundbackground

        Our five divisions operate across two key markets: the power market and the automation market. Our divisions serve these markets through a global production, engineering and service base. The markets and our divisions are discussed in more detail below. Revenue figures presented in this Business Divisions section are before interdivisional eliminations.

        The power market uses products, systems and services designed primarily to deliver electricity. Electricity is generated in power stations of various types, including thermal, wind, solar and hydro plants and is then fed into an electricity grid, through which it is transmitted and distributed to consumers. The parts of an electricity grid that operate at the highest voltages (110 kilovolts and above) are "transmission" systems, while those that operate at lower voltages (below 110 kilovolts) are "distribution" systems. Transmission systems link power generation sources to distribution systems, often over long distances. Distribution systems then branch out over shorter distances to carry electricity from the transmission system to end users. These electricity networks incorporate sophisticated devices to efficiently and reliably transmit electricity and control and monitor operations and to prevent damage from failures or stresses.operations.

        The primary demand drivers in the power market are the growing need for reliable electricity supplies to support economic growth in all parts of the world, and the global climate change challenge which has created increased demand for renewable energy and high-efficiency power systems and equipment. Additional drivers vary by region. Capacity addition across the power value chain is the key market driver in emerging markets such as Asia, Middle East and South America. In North America the focus is on replacing aged infrastructure, and improving grid reliability.reliability and enabling smarter power networks. In Europe the focus is on replacing agedupgrading the power infrastructure, integrating renewable energy sources such as wind power, into existing grids, and connecting grids between countriesbuilding interconnections to allow energy trading and more efficient use of existing power generation capacity. In both North America and in Europe, improvingpower. Improving energy efficiency also stimulatesis another key focus area for power investment. In the Middle East, a high level of investments is driven by large infrastructure projects

        Furthermore, as new power sources and the related need for electricity. In emerging markets, including most parts of Asia,loads are added to networks, there is a need for electricity grid increases to cope with rising energy needs.

        Furthermore, as more disturbance-sensitive loads, such as data processinggrids and telecommunications, have been added to networks, demand has increased for reliable, high-quality electricity and technologies that allow utility customers, for example, to automate their grids, service their power assets remotely, measure and process consumption and load data and store electrical energy to compensate power outages. Power suppliers can achieve this efficiency and reliability in a number of ways, including the following:

distribution. These demands are met by our two power divisions that together offer customers a most comprehensive portfolio to help them become more competitive while lowering environmental impact.


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        We strive to meet these customer needs through our two power divisions—Power Products and Power Systems—which are discussed in more detail below.

        The automation market uses products, systems and services designed primarily to improve product quality, energy efficiency and productivity in industrial and manufacturing applications. The automation market can be divided into three sectors:

        Our three automation divisions—Process Automation, Discrete Automation and Motion, and Low Voltage Products—serve these markets through a global production, engineering and service base. These divisions are discussed in more detail below.

Power Products Division

        Our Power Products division primarily serves electric utilities, as well as gas and water utilities and industrial and commercial customers, with a broad rangevast portfolio of products and services across a wide voltage range to facilitate power generation, transmission and distribution. Direct sales account for a majority of the division's total product sales, and sales through external channel partners, such as wholesalers, distributors and original equipment manufacturers (OEMs), account for the remainder. Key technologies include high- and medium-voltage switchgear, circuit breakers for a range of current ratings and voltage levels, power, distribution, traction and other special transformers, as well as products to help control and protect electrical networks. The division had approximately 32,50035,100 employees as of December 31, 20102011 and generated $10.2$10.9 billion of revenues in 2010.2011.

        Our Power Products division manufactures products that can be placed in three broad categories: high-voltage products, medium-voltage products and transformers. The division sells primarily to utilities and also through channels such as distributors, wholesalers, installers and OEMs. Some of the division's products are also integrated into the turnkey offerings of the Power Systems and Process Automation divisions or sold through engineering, procurement and construction (EPC) firms.

        The high voltage products business provides high-voltage equipment, ranging from 50 to 1,200 kilovolts, mainly to serve power transmission utilities. This equipment primarily enables the transmission grid to operate more reliably and efficiently, minimizing environmental impact at the same time—all significant focus areas for the power sector and our customers. As part of its portfolio, this business unit designs and manufactures a range of air, gas insulated and hybrid switchgear, generator circuit breakers, capacitors, high-voltage circuit breakers, surge arresters, instrument transformers, cable accessories and a variety of high voltage components.

        The medium-voltage business unit offers products and services that largely serve the power distribution sector, often serving as the link between high voltage transmission systems and lower


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voltage users. Medium-voltage products help utility and industrial customers to improve power quality and control, reduce outage time and enhance operational reliability and efficiency. This business reaches customers directly and through distributors and OEMs with a comprehensive line of medium-voltage equipment (1 to 50 kilovolts), including products such as indoor and outdoor circuit breakers, reclosers, fuses, contactors, relays, instrument transformers, sensors, motor control centers, ring main units for primary and secondary distribution, as well as a range of air- and gas-insulated switchgear. It also produces indoor and outdoor modular systems and other solutions to facilitate power distribution.

        The transformers business unit of the division designs and manufactures power transformers (72.5 to 1,0001,200 kilovolts) for utility and industrial customers as well asand also supplies transformer components and insulation material, such as bushings and tap changers. Generator transformers are used in power generation to increase power voltage from a power plant and enable transmission over long-distances with low losses. It also manufactures a wide range of distribution transformers (up to 72.5 kilovolts) for use in the power distribution sector, industrial facilities and commercial buildings. These transformers are designed to step down electrical voltage bringing it to consumption levels. They can be oil or dry-type and, although oil-type transformers are more commonly used, demand for dry-type transformers is growing because they minimize fire hazards and haveare well suited for applications in high-densitysuch as office buildings, windmills, offshore drilling platforms, marine vessels and large industrial plants. TheThis business unit also produces traction transformers for use in electric locomotives and other special application transformers. It also offerstransformers as well as a wide range of service and retrofit solutions for utilities and industry customers.

        The high voltage products business provides high-voltage equipment, ranging from 50 to 1,000 kilovolts, mainly to serve power transmission utilities. This equipment primarily enables the transmission grid to operate more reliably and efficiently, minimizing environmental impact at the same time—all significant focus areas for our customers and the power sector. As part of its portfolio, this business designs and manufactures a range of air- and gas-insulated switchgear, capacitors, high-voltage circuit breakers, surge arresters, instrument transformers, cable accessories and a variety of high voltage components.

        The medium-voltage business offers products and solutions that largely serve the power distribution sector, often serving as the link between high voltage transmission systems and lower voltage users. Medium-voltage products help utility and industrial customers to improve power quality and control, reduce outage time and enhance operational reliability and efficiency. This business reaches customers directly and through distributors and OEMs with a comprehensive line of medium-voltage equipment (1 to 50 kilovolts), including products such as indoor and outdoor circuit breakers, reclosers, fuses, contactors, instrument transformers, sensors, motor control centers, ring main units for primary and secondary distribution, as well as a range of air- and gas-insulated switchgear. It also produces indoor and outdoor modular systems and other solutions to facilitate power distribution.

        The Power Products division's principal customers aredivision serves electric utilities. This includesutilities including owners and operators of power generating plants as well as power transmission and distribution networks. Other customers include gas, water and other utilities, andas well as industrial and commercial customers, including operators of heavy industrial plants and large commercial buildings.

        The Power Products division sells its products individually and as part of larger systems through our Power Systems and Process Automation divisions. Direct sales account for a majority of the division's business but a significant amount of products also go through external channel partners, such as wholesalers, distributors, system integrators, EPCs and OEMs. As the Power Products and Power Systems divisions share many of the same customers and technologies and are influenced by similar market drivers, they also have a common front-end sales organization that helps maximize market synergies across countries and regions.

        On a global basis, the main competitors for the Power Products division are Siemens, Alstom (which also includes the former transmission portfolio of Areva), and Schneider Electric (which also includes the former distribution portfolio of Areva). The division also faces global competition specific


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to particular productsin some product categories from South Korean, Chinese, Indian and Brazilian companies. It also competes in specific geographies with companies such as Cooper, Eaton Corporation, Hyundai, Hyosung, Crompton Greaves, Larsen and Toubro, and Bharat Heavy Electricals.

        The Power Products division's capital expenditures for property, plant and equipment totaled $192 million in 2011, compared to $200 million and $272 million in 2010 compared to $272 million and $305 million in 2009, and 2008, respectively. Principal investments in 20102011 were in China, Sweden, Germany and the Unites States.United States respectively. Geographically, in 2010,2011, Europe represented 52 percent of the capital expenditures, followed by Asia (20(25 percent), the Americas (20(19 percent) and the Middle East and Africa (8MEA (4 percent).


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Power Systems Division

        Our Power Systems division serves utilities, as well as industrial and commercial customers with system solutions and services for the generation, transmission and distribution of electricity. Turnkey solutions include power plant electrification and automation, bulk power transmission, substations and network management. The division had approximately 17,30019,400 employees in more than 80 countries as of December 31, 20102011 and generated $6.8$8.1 billion of revenues in 2010.2011.

        Our Power Systems division delivers solutions through four businesses:business units: power generation, grid systems, substations and network management, primarily serving utilities and EPC companies.management. The scope of work in a typical turnkey contract includes design, system engineering, supply, installation, commissioning and testing of the system. As part of the business model, the Power Systems division integrates products from both the Power Products division and external suppliers.suppliers, adding value through design, engineering and project management to deliver turnkey solutions.

        Our power generation business is a leading provider of integrated power and automation solutions for all types of power generation plants, including coal, gas, combined-cycle, nuclear, waste-to-energy and a range of renewables including hydro, solar, and bio-mass. With an extensive offering that includes electrical balance of plant and instrumentation and control systems, ABB technologies help optimize performance, improve reliability, enhance efficiency and minimize environmental impact throughout the plant life-cycle. The business also serves the water industry, including applications such as pumping stations and desalination plants.

        As part of the grid systems business, ABB provides a comprehensive offering of alternating current (AC) and direct current (DC) transmission systems, which help customers to reduce transmission losses, maximize efficiency and improve grid reliability. ABB pioneered HVDC (high-voltage direct current) technology more than 50 years ago. HVDC technology is designed for high-efficiency power transmission via overhead transmission lines and underground or submarine cables. HVDC is also widely used for grid interconnections. HVDC Light®, a more compact form of ABB's classic HVDC technology, is ideal for linking offshore installations, such as wind farms or oil and gas platforms, to mainland grids. It is used to overcome limitations of distancetransmit electricity efficiently and grid incompatibility, while ensuring robust performance and minimal electricalreliably with minimum losses. The environmental benefits of HVDC Light®, include neutral electromagnetic fields, oil-free cables and compact converter stations.

        Also part of the grid systems offering, FACTS (flexible alternating current transmission systems) technologies improve power quality and can significantly increase the capacity of existing AC transmission lines—by as much as 50 percent—while maintaining or improving the system'ssystem reliability. FACTS technologies also boost transmission efficiency, relieve bottlenecks and can be used for the safe integration of unpredictableintermittent power sources, such as wind and solar, into the grid. By enhancing the capacity of existing transmission infrastructure, FACTS solutions can alleviate the need for capital investment, reducing the time, cost and environmental impact associated with the construction of new generating


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facilities and transmission lines. By improving efficiency, FACTS technologies help to deliver more power to consumers, reducing the need for more electricity generation, and improving power supply and quality. ABB has more than 700around 750 FACTS installations in operation or under construction around the world.

        ABB also offers a comprehensive range of land and submarine cables through its grid systems business, as well as accessories and services for a range of applications from medium- to high-voltage AC and DC systems. The portfolio includes high-performance XLPE (cross-linked polyethylene) insulated cables for high efficiency transmission systems at voltages up to 500320 kilovolts. ABB has


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delivered more than 7,000 kilometers of XLPE cables for voltages in excess of 100 kilovolts for projects around the world. When it comes to transmission grid solutions, ABB manufactures its own power semiconductors, which is a key enabler for HVDC, FACTS and other technologies, serving a range of industries including transportation and wind.

        Substations are key installations in the power grid that facilitate the efficient transmission and distribution of electricity.electricity with minimal environmental impact. They perform the vital function of monitoring and controlling power flows, feeding power from generating stations into the grid and providing the link between transmission and distribution networks as well as end consumers. ABB has successfully delivered air- and gas-insulated substations in all kinds of environments, from deserts and mountains to offshore rigs and crowded city centers. ABB's substation automation offering is compliant with IEC 61850, the open communication standard, which provides a common framework for substation control and protection and facilitates interoperability across devices and systems. ABB's substation offering covers a range of voltage levels up to 1,100 kilovolts.kilovolts, serving utility, industry and commercial customers as well as sectors like railways, urban transportation and renewables.

        ABB's network management business offers solutions to help manage power networks. The offering covers network management and utility communications solutions to monitor, control, operate and protect power systems. These solutions are designed to ensure the reliability of electricity supplies and enable real-time management of power plants, transmission grids, distribution networks and energy trading markets. The portfolio includes control and protection systems for power generation, transmission and distribution, supervisory control and data acquisition (SCADA) systems, as well as software solutions for central electricity markets and mixed utilities (electricity, district heating, gas and water). The portfolio also includescovers wireless and fixed communication systems for power, water and gas utilities, including both operational and corporate communication networks.utilities. It includes fiber optics, microwave radio and power line applications for data networking and broadband network management, as well as teleprotection and substation communication networks and voice switching management systems.

        Network management systems are a key smart-grid component enabling highlyenablers by providing automated power systems to incorporate and manage centralized and distributed power generation, intermittent sources of renewable energy, real-time pricing and load-management data. WithThe recent Ventyx and Mincom acquisitions make ABB a global leader in enterprise software and services for essential industries such as energy, mining, public infrastructure and transportation. These solutions bridge the recent additiongap between information technologies (IT) and operational technologies (OT), enabling clients to make faster, better-informed decisions in both daily operations and long-term planning strategies. Some of the world's largest private and public enterprises rely on Ventyx ABB provides an end-to-end software offering in additionsolutions to a comprehensive range ofminimize risk, enhance operational technologies—a valuable combinationand financial performance, and execute the right strategies for the development of smart grids.future.

        In addition, the Power Systems division offers a range of services aimed at optimizing operations and reducing maintenance requirements of customers, across the value chain. These services range from support agreements and retrofits to spare parts, service consulting and training. The division also undertakes consulting activities such as energy efficiency studies for power plants and grids, analyses and design of new transmission and distribution systems as well as asset optimization based on technical, economic and environmental considerations.

        The Power Systems division's principal customers include power generation utilities and companies, transmission and distribution utilities, owners and operators as well as industrial and commercial customers. Other customers include gas and water utilities including multi-utilities, which are involved in the transmission or distribution of more than one commodity.


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        The Power Systems division sellspromotes its offering primarily through a direct sales force of specialized sales engineering teams. Some sales are also handled through third-party channels, such as EPC firms, OEMs and system integrators. As the Power Products and Power Systems divisions share many of the same customers and technologies and are influenced by similar market drivers, they also have a common front-end sales organization that helps maximize market synergies across countries and regions.

        On a global basis, the Power Systems division faces competition mainly from Siemens and Alstom (which also includes the former transmission portfolio of Areva).Alstom. Emerson Electric, General Electric, Prysmian and InvensysNexan are additional competitors seen in parts of the business. The division also facessees emerging competitors from emerging countries in specific regions.

        The Power Systems division's capital expenditures for property, plant and equipment totaled $136 million in 2011, compared to $119 million and $131 million in 2010 compared to $131 million and $89 million in 2009, and 2008, respectively. Principal investments in 20102011 were related to capacity expansion as well as the replacement of existing equipment, particularly in our semiconductor and cable facilities inthe Unites States, Switzerland and Sweden, respectively, primarily related to machinery and equipment.Sweden. Geographically, in 2010,2011, Europe represented 8753 percent of the capital expenditures, followed by the Middle East and Africa (6Americas (38 percent), the AmericasAsia (5 percent) and Asia (2the MEA (4 percent).

Discrete Automation and Motion Division

        The Discrete Automation and Motion division's offering coversdivision offers a wide range of products and services including drives, motors, generators, power electronics systems, rectifiers, power quality products, photovoltaic inverters, programmable logic controllers (PLCs), and robots. These products help customers to improve productivity, save energy, improve quality, and generate energy from renewable sources.energy. Key applications include energy conversion, data acquisition and processing, actuation, automation, standardized manufacturing cells for applications such as machine tending, welding, cutting, painting, finishing, palletizing and packing, and engineered systems for the automotive industry. The majority of these applications are for industrial applications, with others provided for building construction, railbuildings, transportation, and utilities. The division also provides a full range of life-cycle services, from product and system maintenance to system design, including energy appraisals and preventive maintenance services.

        Revenues are generated both from direct sales to end users as well as from indirect sales through distributors, machine builders and OEMs, system integrators, and panel builders.

        In January 2011, the Discrete Automation and Motion division expanded its product offering and geographic scope through our acquisition of Baldor Electric Corporation, a U.S.-based manufacturer of high-efficiency industrial motors. The acquisition supported ABB's strategy to build its position in the North American industrial automation market.

The Discrete Automation and Motion division had approximately 18,30027,600 employees worldwide as of December 31, 2010,2011, and generated $5.6$8.8 billion of revenues in 20102011 through sales activities in more than 100 countries. In January 2011, ABB completed the acquisition of Baldor Electric Company (Baldor), a North American leader in industrial motors, based in Fort Smith, Arkansas, U.S.A. Baldor, which is being integrated into the Discrete Automation and Motion division, reported net sales in 2009 of approximately $1.5 billion and employed approximately 7,000 people.


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        The Discrete Automation and Motion division provides low-voltage and medium-voltage AC drive products and systems for industrial, commercial and residential applications. Drives provide speed,


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motion and torque while adding control and efficiency tofor equipment such as fans, pumps, compressors, conveyors, kilns, centrifuges, mixers, hoists, cranes, extruders, printing machinery and textile machines. OurThe drives are used in the building automation, marine, power, transportation and manufacturing industries, among others.

        The division also produces a range of power electronics products. These include static excitation and synchronizing systems that provide stability for power stations, as well as high power rectifiers that convert AC power to DC power for very high-amperage applications such as furnaces in zinc plants and aluminum and magnesium smelters. The division also manufactures frequency converters that use semiconductor technology to convert electrical power into the type and frequency required by individual customers.

Further, the division offers a range of solutions for the charging of electric vehicles.

        Discrete Automation and Motion supplies a comprehensive range of electrical motors and generators, including high-efficiency motors that conform to leading environmental and efficiency standards. Efficiency is an important criterion for selection by customers, because electric motors account for nearly two-thirds of the electricity consumed by industrial plants. The Discrete Automation and Motion division manufactures synchronous motors for the most demanding applications and a full range of low and high-voltage induction motors.motors, for both IEC (International Electrotechnical Commission) and NEMA (National Electrical Manufacturers Association) standards.

        The Discrete Automation and Motion division offers robot products, systems and services for the automotive manufacturers and their sub-suppliers as well as for general manufacturing industries, to improve product quality, productivity and consistency in manufacturing processes. Robots are also used in inhospitable environments which may be hazardous to employee health and safety, such as repetitive lifting, cold rooms or painting booths. In the automotive industry, the robot products and systems are used in such areas as press shop, body shop, paint shop, power train assembly, trim and final assembly. General industry segments in which robotics solutions are used range from metal fabrication, foundry, plastics, food and beverage, chemicals and pharmaceuticals to consumer electronics, solar and wood. Typical general industry applications include welding, material handling, painting, picking, packing and palletizing.

        The division also offers services that complement its products, including design and project management, engineering, installation, training and life-cycle care, energy appraisals and preventive maintenance.

        The Discrete Automation and Motion division serves a wide range of customers. Customers include machinery manufacturers, process industries such as pulp and paper, oil and gas and metals and mining companies, rail equipment manufacturers, discrete manufacturing companies, utilities and renewable energy suppliers, particularly in the wind and solar sectors, as well as customers in the automotive industry.

        Sales are made both through direct sales forces as well as through third-party channel partners, such as distributors, wholesalers, installers, machine builders and OEMs, system integrators, and panel builders. The proportion of direct sales compared to channel partner sales varies among the different industries, product technologies and geographic markets.


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        The Discrete Automation and Motion division's principal competitors vary by product line but include Alstom, Fanuc Robotics, Kuka Robot Group, Rockwell Automation, Schneider, Siemens, Yaskawa, and WEG Industries.

        The Discrete Automation and Motion division's capital expenditures for property, plant and equipment totaled $202 million in 2011, compared to $98 million and $119 million in 2010 compared to $119 million and $148 million in 2009, and in 2008, respectively. Principal investments in 20102011 were primarily related to ongoing replacements, upgrades and maintenance of existing machinery and equipment, mainly in China and Finland.equipment. Geographically, in 2010,2011, Europe and the Americas represented 6043 percent of the capital expenditures each, followed by Asia (26 percent), the Middle East and Africa (9(13 percent) and the Americas (5MEA (1 percent).

Low Voltage Products Division

        The Low Voltage Products division helps customers to improve productivity, save energy and increase safety. The division offers a wide range of products and systems, with related services, that provide protection, control and measurement for electrical installations, enclosures, switchboards, electronics and electromechanical devices for industrial machines and plants. The main applications are in industry, building, infrastructures, rail and sustainable transportation, renewable energies and e-mobility applications.

        The Low Voltage Products division had approximately 19,80021,100 employees worldwide as of December 31, 2010,2011, and generated $4.6$5.3 billion of revenues in 20102011 through sales activities in more than 100 countries.

        A majority of the division's revenues comes from sales through distributors, wholesalers, OEMs, system integrators, and panel builders, although a portion of the division's revenues comes from direct sales to end users and utilities.

        The Low Voltage Products division offering covers a wide range of products and services including low voltage switchgears, breakers, switches, control products, DIN-rail components, automation and distribution enclosures, wiring accessories and installation material for any kind of application.

        The division offers solutions for restoring service rapidly in case of a fault and providing optimum protection of the electrical installation. The product offering ranges from miniature circuit-breakers to high-capacity molded-case and air circuit-breakers, and includes safety switches used for power distribution in factories and buildings, fuse gear systems for short circuit and overload protection as well as cabling and connection components.

        The Low Voltage Products division also offers terminal blocks and printed circuit board connectors used by panel builders and OEMs to produce standard distribution and control panels as well as specialized applications in industries such as traction, energy, maritime, explosive atmospheres or electronics. In addition, the division offers a range of contactors, soft starters, starters, proximity sensors, safety products for industrial protection, limit switches, manual motor starters, along with electronic relays and overload relays.

        The division provides smart home and intelligent building control systems, also known as KNX protocol, a complete system for all energy reducing building application areas such as lighting and


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shutters, heating, ventilation, cooling and security. In addition, the division's IEC (International Electrotechnical Commission) and NEMA (National Electrical Manufacturers Association) compliant


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switchgear technology integrates intelligent motor and feeder control solutions to enhance protection, digital control, condition monitoring and plant wide data access by process control systems, electrical control systems and other plant computers.

        The Low Voltage Products Divisiondivision has also developed a range of products for new markets, such as those used by electric vehicles (e-mobility) and in photovoltaic, solar and wind applications. These include energy meters, switch-disconnectors, residual current-operated circuit-breakers, interface relays and other products designed for outdoor installation.

        The Low Voltage Products division serves a wide range of customers, including residential and commercial building contractors, process industries, rail equipment manufacturers, manufacturing companies, utilities and renewable energy suppliers, particularly in the wind and solar sectors.

        Sales are made both through direct sales forces as well as through third-party channel partners, such as distributors, wholesalers, installers, machine builders and OEMs, system integrators, and panel builders. The proportion of direct sales compared to channel partner sales varies among the different industries, product technologies and geographic markets.

        The Low Voltage Products division's principal competitors vary by product line but include Eaton Corporation, Legrand, Mitsubishi, Schneider, Siemens, Leviton and Rittal.

        The Low Voltage Products division's capital expenditures for property, plant and equipment totaled $149 million in 2011, compared to $100 million and $150 million in 2010 comparedand 2009, respectively. Investments in 2011 aimed to $150 millionincrease production capacity and $174 million in 2009 and 2008, respectively. Principal investments in 2010 included replacement of existing equipment in Germany and Italy and capacity expansion in China.productivity throughout the division's global footprint. Geographically, in 2010,2011, Europe represented 7267 percent of the capital expenditures, followed by Asia (20(27 percent), the Middle East and Africa (7Americas (5 percent) and the AmericasMEA (1 percent).

Process Automation Division

        The Process Automation division provides products, systems, and services for the automation and optimizationelectrification of industrial processes. Our main offeringscore industries are process automation, plant electrification and quality control systems, analytical measurement devices, turbochargers and marine propulsion systems. Our key end markets are the oil and gas, pulp and paper, metals, mining, oil, gas, petrochemicals and minerals, chemicalsmarine. Each industry has unique business drivers, yet share common requirements for operational productivity, safety, energy efficiency, minimized project risk and pharmaceuticals, turbochargingenvironment compliance. The division's core competence is the application of automation and marineelectrification technologies to solve these generic requirements, but tailored to the characteristics of each of its core industries. The division is organized around industry and product business along with a specialized business focusing on performance-based outsourced maintenance contracts. The division had approximately 26,70028,400 employees as of December 31, 2010,2011, and generated revenues of $7.4$8.3 billion in 2010.2011.

        The Process Automation division offers its products bothoffering is made available as separately sold devices andproducts or as part of a total automation system. OurThe division technologies are marketedsold both through direct sales forces and third partythird-party channels.


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        The Process Automation division offers integratedstandalone products and engineered systems for process control and instrumentation systems,measurement, safety, plant electrification, systems, information management, systemsasset management and industry-specific application knowledgeapplications for a variety of industries, primarily pulp and paper, minerals and mining, metals, chemicals and pharmaceuticals, oil and gas, turbocharging, power and the marine industry. Some of the Discrete Automation and Motion, Power Products and Low Voltage Products divisions' products are integrated into the offering ofprocess control and electrification systems offered by the Process Automation division.

        Our controlautomation systems are used in applications such as continuous and batch management,control, asset optimization, energy management and safety control.safety. They are the hubs that link instrumentation, measurement devices and systems for control and supervision of industrial processes and enable customers to integrate their production systems with their enterprise, resource and planning systems, thereby providing a link to their ordering, billing and shipping processes. This link allows customers to manage their entire manufacturing and business process based on real-time access to plant information. Additionally, it allows customers to increase production efficiency, optimize their assets and reduce environmental waste.

        The division's offering focuses on Open Control Systems, including batch control systems, supervisory control and data acquisition systems, and, to a lesser extent, programmable logic controls and remote terminal units.

        Batch control systems control the production of a variety of products in shorter runs, such as certain pharmaceutical and food and beverage products. Supervisory control and data acquisition systems are used to collect and manage data over wide areas or long distances such as those involved in operating electric power networks.

        A key element of this division's product offering is its System 800xA process automation platform. This product extends the capability of traditional process control systems, introducing advanced functions such as batch management, asset optimization and field device integration which "plug in" to a common user environment. The same user interface may also be used to manage components of existing multiple ABB control systems that have been installed in the market over approximately the past 2025 years. In this way, System 800xA gives customers a way to migrate to new functions one step at a time, rather than having to make a large-scale capital investment to replace their entire control system. By creating a common user interface that can be used to manage multiple systems, the System 800xA also reduces the research and development investment needed to achieve a "one size fits all" solution across our large installed systems base. The division also offers a full line of instrumentation and analytical products to actuate, measure, record and control industrial and power processes.

        The division's product offerings for the pulp and paper industries include quality control systems for pulp and paper mills, control systems, drive systems, on-line sensors, actuators and field instruments. On-line sensors measure product properties, such as weight, thickness, color, brightness, moisture content and additive content. Actuators allow the customer to make automatic adjustments during the production process to improve the quality and consistency of the product. Field instruments measure properties of the process, such as flow rate, chemical content and temperature.

        We offer our customers in the metals and minerals industries specialized products and services, as well as total production systems. We design, plan, engineer, supply, erect and commission electric equipment, drives, motors and equipment for automation and supervisory control within a variety of areas including mining, mineral handling, aluminum smelting, hot and cold steel applications and cement production.

        In the oil and gas sector, we provide solutions for onshore and offshore production and exploration, refining, and petrochemical processes, and oil/gas transportation and distribution. In the


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pharmaceuticals and fine chemicals areas, we offer applications to support manufacturing, packaging, quality control and compliance with regulatory agencies.

        In the marine field, we provide global shipbuilders with power and automation technologies for luxury cruise liners, ferries, tankers, offshore oil rigs and special purpose vessels. We design, engineer, build, supply and commission electrical systems for marine power generation, power distribution and diesel electric propulsion, as well as turbochargers to improve efficiency for diesel and gasoline engines.


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        We also offer full-service contracts across all of our customer segments, in which we take over in-house maintenance activities for customers and apply strategies to reduce overall maintenance costs and help optimize these investments. Demand for our process automation services is increasing as our customers seek to increase productivity by improving the performance of existing assets.

        The Process Automation division's end customers are primarily companies in the oil and gas, minerals and mining, metals, pulp and paper, chemicals and pharmaceuticals, turbocharging and the marine industries. Customers for this division are looking for complete automation and electrification solutions which demonstrate value mainly in the areas of lower capital costs, increased plant availability, lower lifecycle costs and reduced project costs.

        The Process Automation division uses a direct sales force as well as third-party channel partners, such as distributors, system integrators and OEMs. For the division as a whole, the majority of revenues are derived through the division's own direct sales channels.

        The Process Automation division's principal competitors vary by industry or product lineline. Competitors include, but includeare not limited to, Emerson, Honeywell, Invensys, Metso Automation, Rockwell Automation, Schneider, Siemens, Voith, Aspen Technologies, and Yokogawa Electric Corporation.

        The Process Automation division's capital expenditures for property, plant and equipment totaled $72 million in 2011, compared to $76 million and $99 million in 2010 compared to $99 million and $90 million in 2009, and 2008, respectively. Principal investments in 20102011 were to ourin oil & gas, turbocharging production facilities in Switzerland and China, our pulp and paper business in China, and our oil and gas business in Algeria.measurement products. Geographically, in 2010,2011, Europe represented 6659 percent of the capital expenditures, followed by Asia (19(23 percent), the Americas (9(10 percent) and the Middle East and Africa (6MEA (8 percent).


CAPITAL EXPENDITURES

        Total capital expenditures for property, plant and equipment includingand intangible assets not(excluding intangibles acquired through a business combinationcombinations) amounted to $1,021 million, $840 million and $967 million in 2011, 2010 and $1,171 million in 2010, 2009, and 2008, respectively. Compared to the correspondingtotal depreciation and amortization expense of the respective year, capital expenditures were 3 percent higher in 2011, 20 percent higher in 2010 and 48 percent higher in 2009 and 77 percent higher in 2008.2009.

        Due to the current geographic distribution of our production facilities, capitalCapital expenditures in 20102011 remained at a significant level in mature markets, aboutreflecting the samegeographic distribution of our existing production facilities. Capital expenditures in Europe and North America in 2011 were driven primarily by upgrades and maintenance of existing production facilities, mainly in Sweden, the United States, Switzerland and Germany, as well as by new facilities, principally in Sweden, the previous year's level.United States and Switzerland. Capital expenditures in emerging markets increased in 2011 from 2010 with expenditures highest in China, Brazil, India and Poland, mainly for new facilities. Capital expenditures in emerging markets were mostly made to expand or build new facilities to increase the production capacity. The share of emerging markets capital expenditures as a percentage of total capital expenditures was 34 percent in 2011. In 2010, capital expenditures in Europe were primarily driven by maintenance and upgrades of existing production facilities to improve productivity, mainly in Switzerland, Sweden and Germany. Capital expenditures in emerging markets decreased from 2009. Expenditures werein 2010 compared to 2009 with expenditures highest in China, India and Poland. Capital expenditures in emerging markets were mostly made to expand or build new facilities to increase the


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production capacity. The share of emerging markets capital expenditures as a percentage of total capital expenditures was 31 percent in 2010.

        The carrying value of property, plant and equipment sold amounted to $9 million, $8 million and $22 million in 2011, 2010 and $50 million2009, respectively. Of the sales of property, plant and equipment in 2010, 20092011, a significant portion was related to real estate properties in Venezuela, Nigeria, Germany and 2008, respectively.

Switzerland. The sales of property, plant and equipment in 2010 related to real estate properties in various locations. Of the total sales of property, plant and equipment in 2009, a significant portion was related to real estate properties, mainly in Norway, France, Brazil and Switzerland. The remainder was related to machinery and equipment

        Construction in various locations. Of the total sales ofprogress for property, plant and equipment at December 31, 2011, was $548 million, mainly in 2008,Sweden, Switzerland, the majority related to real estate properties in Switzerland,United States, Brazil Mexico, Poland and Italy.

China. Construction in progress for property, plant and equipment at December 31, 2010, was $447 million, mainly in Switzerland, Sweden, Germany, the United States, China and Poland. Construction in progress for property, plant and equipment at December 31, 2009, was $564 million, mainly in Switzerland, Sweden, Germany, China, India and Poland. Construction in progress for property, plant and equipment at December 31, 2008, was $534 million, mainly in Sweden, the United States, Switzerland, China and Germany.

        In 2011,2012, we plan to increase our capital expenditures and estimate the amount will be higher than our annual depreciation and amortization charge. We anticipate investments towill be higher in the Americas and Asia but towill remain at approximately the same level in Europe.


SUPPLIES AND RAW MATERIALS

        We purchase a variety of raw materials for use in our production and project execution processes. The primary materials used in our products, by weight, are steel, copper, aluminum, carbon steel, mineral oil and various plastics. We also purchase a wide variety of fabricated products and electronic components. We operate a worldwide supply chain management network with employees dedicated to this function in business units and key countries. Over twentyOur commodity teams on global, and many divisional commodity teamsand/or regional level take advantage of opportunities to leverage the scale of ABB and to optimize the efficiency of our supply networks, and to capture lowest possible costs worldwide.in a sustainable manner.

        Our supply chain management organization's activities have continued to expand in recent years, to:

        The price of raw materials is highly volatile, and has varied substantially, from year to year.        For many commodities we purchase, such as products based on steel, copper, aluminum and products derived from crude oil, continuing global economic growth in China and other emerging economies, coupled with the uncertainty of volatility in foreign exchange rates, led to significant fluctuations in raw material costs over the last few years. While some market volatility will be offset through the use of either long-term contracts, or hedging, we expect global commodity prices to remain highly volatile.


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        We mitigate the majority of our exposure to commodity price risk arising from changes in prices of raw materials by entering into hedges. For example, we manage copper and aluminum price risk using principally swap contracts based on prices for these commodities quoted on leading exchanges. OurABB's hedging policy is designed to minimizesafeguard margins by minimizing price volatility and createproviding a stable cost base. Hedging has the effect of minimizing the unfavorable impact of price increases in commodities, but it also limits the favorable impact of decreasing prices. Certain gains and losses derived from our commodity hedging transactions are deferred and reflected in the cost of goods sold when the underlying physical transaction affects cost of goods sold.base during order execution. In addition to using hedging to reduce our exposure to fluctuations in raw materials prices, in some cases we can reduce this risk by incorporating changes in raw materials prices into the prices of our products.products (through price escalation clauses).


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        The costs for our electronic components, subassemblies and fabricated products, in many cases, reduced compared to 2009, in line with our cost reduction initiatives. ProcurementDuring 2011, procurement personnel in the business units,our businesses, and in the countries in which we operate, along with the global commodities teams, continued to focus on component cost reduction efforts in all areas, while maintaining and improving quality and delivery performance.


PATENTS AND TRADEMARKS

        We believe that intellectual property is as important asrights are crucial to protect the tangible assets forof a technology group such as ABB. Over the past ten years, we have almost doubled our totalsubstantially increased the number of first patent filings, and we intend to continue our aggressive approach to seeking patent protection. Currently, we have about 21,00022,000 patent applications and registrations, of which more than 9,0007,400 are pending applications. In 2010,2011, we filed patent applications for approximately 800720 new inventions. Based on our existing intellectual property strategy, we believe that we have adequate control over our core technologies. The "ABB" trademarks and logo are protected in all of the countries in which we operate. We aggressively defend the reputation associated with the ABB brand.brand and technology.


SUSTAINABILITY ACTIVITIES

        Sustainability management is one of our highest business priorities. We seek to address sustainability issues in all our business operations in order to improve our social, safety and environmental performance continuously, and to enhance the quality of life in the communities and countries where we operate.

        Our social and environmental efforts include:


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        To manage environmental aspects of our own operations, we have implemented environmental management systems according to the ISO 14001 standard at our manufacturing and service sites. For non-manufacturing sites we have implemented an adapted environmental management system in order to ensure management of environmental aspects and continual improvement of performance. Almost all of these sites currently work in compliance with the requirements of the standard (approximately 360 sites and offices) and our environmental management program now covers operations in 59 countries.

        We have Environmental Product Declarations to communicate the environmental performance of our core products. These describe the significant environmental aspects and impacts of a product line, viewed over its complete life cycle. Declarations are based on Life Cycle Assessment studies, created according to the international standard ISO/TR 14025. More than 7080 declarations for major product lines are published on our Web site (www.abb.com), some of which have been externally certified by agencies such as Det Norske Veritas (DNV) of Norway and the RINA Management System Certification Society in Italy.

        In 2010,2011, a total of 8785 percent of our employees were covered by confirmed data gathered through ABB's formal environmental reporting system that is verified by an independent verification body. The parts of our business that are not yet covered by our reporting system, mainly sales offices in countries where we do not perform manufacturing, have very limited environmental exposure. A total of sevennine environmental incidents were reported in 2010,2011, none of which had a material environmental impact.

        In 2010,2011, a total of 9589 percent of employees were covered by confirmed data gathered through ABB's formal social reporting system that is verified by an independent verification body. The parts of our business that are not yet covered by our reporting system, mainly sales offices in countries where we do not perform manufacturing, have very limited social exposure.

        One of our corporate objectives is to phase out the use of the hazardous substances that are recorded on our list of "restricted" substances. Priorities for replacement are set by each business using criteria such as the environmental aspects of alternatives, the risk of the substance escaping into the environment, how hazardous the substance is, whether we can use the substance under strict control and whether there are any technically acceptable alternatives.

        In February 2011, we settled with Westinghouse Electric Company LLC and were released from our continuing environmental obligations related to a former site in the United States. We retainednow retain liability for environmental remediation costs at two sitesone site in the United States that werewas operated by our former nuclear business, which we have sold to BNFL. The primary environmental liabilities associated with these sitesthis site relate to the costs of remediating radiological contamination upon decommissioning the facilities. In February 2011, we agreed to settle with Westinghouse Electric Company LLC (BNFL's former subsidiary, overseeing remediation activities at


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one of the sites) and were released from our continuing environmental obligations at this one site. See "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.


REGULATION

        Our operations are subject to numerous governmental laws and regulations including those governing antitrust and competition, corruption, the environment, securities transactions and disclosures, import and export of products, currency conversions and repatriation, taxation of foreign earnings and earnings of expatriate personnel and use of local employees and suppliers.

        As a reporting company under Section 12 of the U.S. Securities Exchange Act of 1934, we are subject to the FCPA's antibribery provisions with respect to our conduct around the world.

        Our operations are also subject to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. The convention obliges signatories to adopt


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national legislation that makes it a crime to bribe foreign public officials. As of December 31, 2010, thoseThose countries which have adopted implementing legislation and have ratified the convention include the United States and several European nations in which we have significant operations.

        We conduct business in certain countries known to experience governmental corruption. While we are committed to conducting business in a legal and ethical manner, our employees or agents have taken, and in the future may take, actions that violate the U.S. FCPA, legislation promulgated pursuant to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, antitrust laws or other laws or regulations. These actions have resulted and could result in monetary or other penalties against us and could damage our reputation and, therefore, our ability to do business. For more information, see "Item 8. Financial Information—Legal Proceedings."


SIGNIFICANT SUBSIDIARIES

        ABB Ltd, Switzerland, is the ultimate parent company of the ABB Group, which comprises 298340 consolidated operating and holding subsidiaries worldwide as of February 28, 2011.29, 2012. ABB Ltd's shares are listed on the SIX Swiss Exchange, the NASDAQ OMX Stockholm Exchange and the New York Stock Exchange (where its shares are traded in the form of ADS—each ADS representing one registered ABB share).

        The only consolidated subsidiary in the ABB Group with listed shares is ABB Limited, Bangalore, India, which is listed on the Bombay Stock Exchange and the National Stock Exchange of India.

        The following table sets forth, as of February 28, 2011,29, 2012, the name, country of incorporation and ownership interest of ABB Ltd, Switzerland, in its significant subsidiaries:

Company name &/ location
 Country ABB Group
interest %
 

ABB S.A., Buenos Aires

 ARGENTINA  100.00 

ABB Australia Pty Limited, Sydney

 

AUSTRALIA

  
100.00
 

ABB AG, Vienna

 

AUSTRIA

  
100.00
 

ABB N.V., Zaventem

 

BELGIUM

  
100.00
 

ABB Ltda., Osasco

 

BRAZIL

  
100.00
 

ABB Bulgaria EOOD, Sofia

 

BULGARIA

  
100.00
 

ABB Inc., St. Laurent, Quebec

 

CANADA

  
100.00
 

ABB (China) Ltd., Beijing

 

CHINA

  
100.00

Asea Brown Boveri Ltda., Bogotá

COLOMBIA99.99

ABB Ltd., Zagreb

CROATIA100.00

ABB s.r.o., Prague

CZECH REPUBLIC100.00

ABB A/S, Skovlunde

DENMARK100.00

ABB Ecuador S.A., Quito

ECUADOR96.87

Asea Brown Boveri S.A.E., Cairo

EGYPT100.00

ABB AS, Jüri

ESTONIA100.00

ABB Oy, Helsinki

FINLAND100.00

ABB S.A., Les Ulis

FRANCE100.00

ABB AG, Mannheim

GERMANY100.00

ABB Automation GmbH, Mannheim

GERMANY100.00

ABB Automation Products GmbH, Ladenburg

GERMANY100.00

ABB Beteiligungs- und Verwaltungsges. mbH, Mannheim

GERMANY100.00

ABB Stotz-Kontakt GmbH, Heidelberg

GERMANY100.00

Busch-Jaeger Elektro GmbH, Mannheim/Lüdenscheid

GERMANY100.00

Asea Brown Boveri S.A., Metamorphossis Attica

GREECE100.00

ABB (Hong Kong) Ltd., Hong Kong

HONG KONG100.00 

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Company name & location
CountryABB Group
interest %

Asea Brown Boveri Ltda., Bogotá

COLOMBIA

99.99

ABB Ltd., Zagreb

CROATIA


100.00

ABB s.r.o., Prague

CZECH REPUBLIC


100.00

ABB A/S, Skovlunde

DENMARK


100.00

ABB Equador S.A., Quito

ECUADOR


96.87

Asea Brown Boveri S.A.E., Cairo

EGYPT


100.00

ABB AS, Tallinn

ESTONIA


100.00

ABB Oy, Helsinki

FINLAND


100.00

ABB S.A., Rueil-Malmaison

FRANCE


100.00

ABB AG, Mannheim

GERMANY


100.00

ABB Automation GmbH, Mannheim

GERMANY


100.00

ABB Automation Products GmbH, Ladenburg

GERMANY


100.00

ABB Beteiligungs- und Verwaltungsges. mbH, Mannheim

GERMANY


100.00

ABB Stotz-Kontakt GmbH, Heidelberg

GERMANY


100.00

Busch-Jaeger Elektro GmbH, Mannheim/Lüdenscheid

GERMANY


100.00

Asea Brown Boveri S.A., Metamorphossis Attica

GREECE


100.00

ABB (Hong Kong) Ltd., Hong Kong

HONG KONG


100.00

ABB Engineering Trading and Service Ltd., Budapest

HUNGARY


100.00

ABB Limited, Bangalore

INDIA


75.00

ABB Ltd, Dublin

IRELAND


100.00

ABB Technologies Ltd., Tirat Carmel

ISRAEL


99.99

ABB S.p.A., Milan

ITALY


100.00

ABB K.K., Tokyo

JAPAN


100.00

ABB Ltd., Seoul

KOREA, REPUBLIC OF


100.00

ABB Holdings Sdn. Bhd., Subang Jaya

MALAYSIA


100.00

Asea Brown Boveri S.A. de C.V., Tlalnepantla

MEXICO


100.00

ABB BV, Rotterdam

NETHERLANDS


100.00

ABB Finance B.V., Amsterdam

NETHERLANDS


100.00

ABB Holdings BV, Amsterdam

NETHERLANDS


100.00

ABB Investments B.V. 

NETHERLANDS


100.00

ABB Limited, Auckland

NEW ZEALAND


100.00

ABB Holding AS, Billingstad

NORWAY


100.00

ABB S.A., Lima

PERU


80.60

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Company name &/ location
 Country ABB Group
interest %
 

ABB Engineering Trading and Service Ltd., Budapest

HUNGARY100.00

ABB Limited, Bangalore

INDIA75.00

ABB Ltd., Dublin

IRELAND100.00

ABB Technologies Ltd., Tirat Carmel

ISRAEL99.99

ABB S.p.A., Milan

ITALY100.00

ABB K.K., Tokyo

JAPAN100.00

ABB Ltd., Seoul

KOREA, REPUBLIC OF100.00

ABB Holdings Sdn. Bhd., Subang Jaya

MALAYSIA100.00

Asea Brown Boveri S.A. de C.V., San Luis Potosi S.L.P

MEXICO100.00

ABB BV, Rotterdam

NETHERLANDS100.00

ABB Finance B.V., Amsterdam

NETHERLANDS100.00

ABB Holdings B.V., Amsterdam

NETHERLANDS100.00

ABB Investments B.V., Amsterdam

NETHERLANDS100.00

ABB Limited, Auckland

NEW ZEALAND100.00

ABB Holding AS, Billingstad

NORWAY100.00

ABB S.A., Lima

PERU97.18

ABB, Inc., Paranaque, Metro Manila

 

PHILIPPINES

  100.00 

ABB Sp. z o.o.zo.o., Warsaw

 

POLAND

  
99.89
 

ABB (Asea Brown Boveri), S.A., Paco de Arcos

 

PORTUGAL

  
100.00
 

Asea Brown Boveri Ltd., Moscow

 

RUSSIAN FEDERATION

  
100.00
 

ABB Contracting Company Ltd., Riyadh

 

SAUDI ARABIA

  
65.00
 

ABB Holdings Pte. Ltd., Singapore

 

SINGAPORE

  
100.00
 

ABB Holdings (Pty) Ltd., SunninghillLongmeadow

 

SOUTH AFRICA

  
80.00
 

Asea Brown Boveri S.A., Madrid

 

SPAIN

  
100.00
 

ABB AB, Västerås

 

SWEDEN

  
100.00
 

ABB Norden Holding AB, Västerås

 

SWEDEN

  
100.00
 

ABB Asea Brown Boveri Ltd, Zurich

 

SWITZERLAND

  
100.00
 

ABB Schweiz AG, Baden

 

SWITZERLAND

  
100.00

ABB Technology Ltd., Zurich

SWITZERLAND100.00 

ABB LIMITED, Bangkok

 

THAILAND

  
100.00
 

ABB HoldingElektrik Sanayi A.S., Istanbul

 

TURKEY

  
99.95
 

ABB Ltd., Kiev

 

UKRAINE

  
100.00
 

ABB Industries (L.L.C.), Dubai

 

UAE

UNITED ARAB EMIRATES
  
49.00
 

ABB Holdings Limited, Warrington

 

UNITED KINGDOM

  
100.00
 

ABB Limited, Warrington

 

UNITED KINGDOM

  
100.00
 

ABB Holdings Inc., Cary, NC

 

UNITED STATES

  
100.00
 

ABB Inc., Cary, NC

 

UNITED STATES

  
100.00
 

Baldor Electric Company, MOFort Smith, AR

 

UNITED STATES

  
100.00
 

Kuhlman Electric Corporation, Crystal Springs MS

 

UNITED STATES

  
100.00
 

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DESCRIPTION OF PROPERTY

        As of December 31, 2010,2011, we occupied real estate in more thanaround 100 countries throughout the world. The facilities consist mainly of manufacturing plants, office buildings, research centers and warehouses. A substantial portion of our production and development facilities are situated in Germany, Sweden, the United States, China, Germany, Sweden, Switzerland, China, Finland, IndiaItaly, Norway, Canada and Italy.India. We also own or lease other properties, including office buildings, warehouses, research and development facilities and sales offices in many countries. We own essentially all of the machinery and equipment used in our manufacturing operations.

        From time to time, we have a surplus of space arising from acquisitions, production efficiencies and/or restructuring of operations. Normally, we seek to sell such surplus space which may involve leasing property to third parties for an interim period.

        The net book value of our property, plant and equipment at December 31, 2010,2011, was $4,356$4,922 million, of which machinery and equipment represented $1,944$2,244 million, land and buildings represented $1,965$2,130 million and construction in progress represented $447$548 million. We believe that our


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current facilities are in good condition and are adequate to meet the requirements of our present and foreseeable future industrial operations.

Item 4A.    Unresolved Staff Comments

        Not applicable.

Item 5.    Operating and Financial Review and Prospects

MANAGEMENT OVERVIEW

        During 2010,2011, we continued to deliver power and automation solutions that help our customers meet the challenges of a rapidly-changing world. Foremost among these are climate change and the need to use electrical energy more efficiently and with less impact on the environment. We achieved this in several ways.

        One is a long-term commitment to technology leadership in areas such as high-efficiency power transmission; automation and control systems to manage complex industrial processes using less energy; and technologies to capture the full potential of renewable energies, such as wind and solar power. In 2010,2011, for example, we were awarded orders to connect offshore wind farms to Germany's mainland power grids, to automate a new copper mineimprove production capacity and reduce greenhouse gas emissions from the world's largest offshore oil platform in Peru,the North Sea, and to build a subseahigh power link between Sweden and Lithuania.substations in the Middle East to make better use of electricity resources.

        Another is our presence in more than 100 countries around the world. This allows us to meet the needs of our customers faster and with solutions that are best suited to their local requirements. It positions us to benefit from the rapid growth expected in the emerging markets in the coming years while also supporting our large and important markets in the world's mature economies. Furthermore, our geographic scope provides us with access to a large pool of talented and highly qualified people from very diverse cultural and business backgrounds—a key competitive advantage. In 2010,2011, we generated approximately half of our revenues from emerging markets while also recording order increases of more than 10 percent in countrieslocal currencies in large markets such as Germany, Sweden andBrazil, the United States.States, China and India.

        A third way is our ability to combine both power and automation technologies into packaged solutions that meet the new needs of emergingnew growth sectors, such as integrating renewable energy into existing power grids, delivering high-quality "mission-critical" power to data centers and hospitals, and providing the infrastructure needed to rapidly charge electric vehicles. For example, in 20102011 we


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embarked on a project to build a smart grid in Helsinki, Finland; delivered fast direct-current charging stations for an e-mobility project in Hong Kong; and launchedinitiated a type of solar inverter from our Discrete Automation and Motion division that is usedproject to apply direct-current power solutions to a new data center in large-scale solar power generation.Switzerland. We view this convergence of power and automation technologies as a long-term trend for which ABB is well positioned.

        DespiteEconomic uncertainties continued in 2011, especially in the second half of the year on increasing concerns surrounding thesovereign debt levels in Europe, rising inflation in some emerging economies and signs of economic situationslowdown in 2010, we continued to benefit frommost regions. However, the broad scope of our business portfolio.portfolio helped us mitigate some of these developments. For example, we saw a recovery during the yeardemand remained steady in some of our early-cycle businesses, such as Low Voltage Products, which are more exposed to consumer demand and which respond early to increases in economic activity. This recovery helped to offset continued low levels of demand in someseveral of our later-cycle businesses, such as parts of our Power Products, Power Systems and Process Automation divisions, whichdivisions. These businesses depend more on large capital expenditures by our utility and industrial customers that generally come later in the economic cycle. This helped offset the slowdown in demand we saw in the second half of 2011 in some of our early-cycle businesses, such as Low Voltage Products, which are more exposed to consumer demand and construction, and which respond early to decreased economic activity. Our strong positions in fast-growing emerging markets, our flexible global production base and our technological leadership, as well as the operational improvements we continue to make in our businesses, also supported our business in 2010.


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        Foremost among these improvements was the successful reduction of costs to adapt to changing demand. Savings in 2011 amounted to more than $1 billion and were principally achieved in fourthree areas: making better use of global sourcing opportunities; reducing general and administrative expenses; eliminating operational and process inefficiencies; and optimizing our global footprint in order to match the geographic scope of our business with changing demand patterns, such as rapid growth in emerging markets. Our cost reduction program was key to maintaining profitability in a challenging environment.

OutlookStrategy 2011-2015

        ForIn November of 2011, we expect continued demandannounced an updated strategy for the period 2011 to 2015, along with financial targets to measure our success in achieving them. The strategy is based on five priorities:

        In addition, we provided updated financial targets at the Group and divisional levels to measure our performance. We modified our previous Group operational profitability target to Operational EBITDA as a percentage of operational revenues (Operational EBITDA margin) versus the previous measure of earnings before interest and taxes (EBIT) as a percentage of revenues (EBIT margin)—for a full definition see "Performance Measures" below. We believe this more accurately reflects the operational performance of the company during a phase of growth through acquisitions by eliminating some of the non-cash effects on earnings from acquisitions.


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        In addition, we introduced a new target measure of cash return on invested capital (CROI) that help customers buildwe believe provides a more accurate reflection of our operational performance by focusing on cash returns, which are less prone to non-operational accounting adjustments that may be applied to EBIT from time to time. CROI is defined as the total of net cash provided by operating activities and upgrade power infrastructureinterest paid, as a percentage of capital invested. Capital invested is defined as the total of fixed assets, net working capital and improve industrialaccumulated depreciation and amortization. At the divisional level, we continued our previous practice of providing organic revenue growth targets on a compound annual growth rate basis as well as profitability targets in the form of Operational EBITDA margins.

Outlook

        The long-term outlook for ABB remains positive, with utilities continuing to invest in grid upgrades and industries spending more on automation solutions to increase energy efficiency and productivity.

        Emerging markets will againMacroeconomic volatility makes short-term forecasts more challenging. There are signs of recovery in the North American economy and China appears to be significant drivers of growth as they build up their electrical grids and expand industrial production withreturning to a major focus on improving energy efficiency and industrial process quality. An important demand drivergrowth, while uncertainty around government budget deficits in these countries isEurope remains high.

        From the perspective of ABB's short-term business development, management expects low single-digit growth in most of power resources, such as hydro and wind, which are often long distances from end users and require reliable, high-efficiency power transmission technologies. Demand for commodities to fuel economic growth andits early-cycle businesses until confidence in the need to become more globally competitive in product qualitymacroeconomic outlook improves. Price pressure is expected to drive demand for industrial automation solutionscontinue in parts of the power business, in line with the company's previous guidance. The unfavorable business mix seen in most divisions in the emerging markets.

        Demand in mature marketsfourth quarter of 2011 is also expected to improve. Utilities are expected to continue investments in grid interconnections,into the integrationfirst quarter of renewable energies into existing grids,2012, weighing on margins. This trend is not expected to continue over the replacement and refurbishment of existing grid assets, and smart grid technologies. Following two years of lower capital investment in power transmission in many regions, we expect an increase in utility spending on standard power transmission products, most likely beginning in the second halfrest of the year.

        Industrial customers Management will continue to drive further improvements in the mature economies are also expected to invest further in improving thecost and productivity of their existing manufacturing assets. Increased construction activity in parts of northern Europe and the trend towards intelligent buildings are further demand drivers for our automation solutions in mature markets.going forward.

        At the same time, recent competitive trendsour strong order backlog and continued customer investments in areas such as power distribution and oil and gas, as well as our exposure to fast-growing emerging markets, are expected to continue through 2011provide ample opportunities for profitable growth in 2012 and beyond. Increased capacity in the power equipment sector over the past several yearswe will continue to exert price pressure on suppliers. This pressure is expectedexpand sales forces and accelerate product development in order to persist for several quarters after demand begins to recover. Emerging market players are expected to continue to expand beyond their home markets with competitive products aimed mainly at the mid-quality segment and primarily in power equipment.

        Therefore, in 2011 we will focus on taking advantage of the significant growth opportunities that are emerging across our technology and geographic portfolio. We intend to increase our capital expenditures, again with a focus on building our position in emerging markets. Investment in sales and research and development activities will also increase to support both growth and profitability. Cost control will also remain a high priority to ensure both our competitiveness in the market as well as securing profitability within our target ranges.

        This outlook section does not reflect the recent earthquake and related developments in Japan, the impact of which is too early to assess.capture these opportunities.


APPLICATION OF CRITICAL ACCOUNTING POLICIES

General

        We prepare our Consolidated Financial Statements in accordance with U.S. GAAP and present the same in United States dollars unless otherwise stated.


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        The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including, but not limited to, those related to: costs expected to be incurred to complete projects; costs of product guarantees and warranties; provisions for bad debts; recoverability of inventories, investments, fixed assets, goodwill and other intangible assets; the fair values of assets and liabilities assumed in business combinations; income tax related expenses and accruals; provisions for restructuring; gross profit margins on long-term construction-type contracts; pensions and other postretirement benefit assumptions and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our estimates and assumptions.


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        We deem an accounting policy to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or if changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our Consolidated Financial Statements. We also deem an accounting policy to be critical when the application of such policy is essential to our ongoing operations. We believe the following critical accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. These policies should be considered when reading our Consolidated Financial Statements.

Revenues and cost of salesRevenue recognition

        We generally recognize revenues for the sale of goods when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. DeliveryWith regards to the sale of products, delivery is not considered to occur uponhave occurred, and therefore no revenues are recognized, until the customer has taken title to the products and assumed the risks and rewards of ownership of the products specified in the purchase order or sales agreement. Generally, the transfer of title and risks and rewards of ownership.ownership are governed by the contractually-defined shipping terms. We use various International Commercial shipping terms (as promulgated by the International Chamber of Commerce) such as Ex Works (EXW), Free Carrier (FCA) and Delivered Duty Paid (DDP). Subsequent to delivery of the products, we generally have no further contractual performance obligations that would preclude revenue recognition.

        Revenues under long-term construction-type contracts are generally recognized using the percentage-of-completion method of accounting. We principally use the cost-to-cost method to measure progress towards completion on contracts. Under this method, progress of contracts is measured by actual costs incurred in relation to management's best estimate of total estimated costs, which are reviewed and updated routinely for contracts in progress. The cumulative effects of such adjustments are reported in the current period.

        The percentage-of-completion method of accounting involves the use of assumptions and projections, principally relating to future material, labor and overhead costs. As a consequence, there is a risk that total contract costs will exceed those we originally estimated and the margin will decrease. This risk increases if the duration of a contract increases because there is a higher probability that the circumstances upon which we originally developed estimates will change, resulting in increased costs that we may not recover. Factors that could cause costs to increase include:


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        Changes in our initial assumptions, which we review on a regular basis between balance sheet dates, may result in revisions to estimated costs, current earnings and anticipated earnings. We recognize these changes in the period in which the changes in estimates are determined. By recognizing


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changes in estimates cumulatively, recorded revenue and costs to date reflect the current estimates of the stage of completion of each project. Additionally, losses on long-term contracts are recognized in the period when they are identified and are based upon the anticipated excess of contract costs over the related contract revenues.

        Short-term construction-type contracts, or long-term construction-type contracts for which reasonably dependable estimates cannot be made or for which inherent hazards make estimates difficult, are accounted for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial completion—that is: acceptance by the customer, compliance with performance specifications demonstrated in a factory acceptance test or similar event.

        For non construction-type contracts that contain customer acceptance provisions, revenue is deferred until customer acceptance occurs or we have demonstrated the customer-specified objective criteria have been met or the contractual acceptance period has lapsed.

        Revenues from service transactions are recognized as services are performed. For long-term service contracts, revenues are recognized on a straight-line basis over the term of the contract or, if the performance pattern is other than straight-line, as the services are provided. Service revenues reflect revenues earned from our activities in providing services to customers primarily subsequent to the sale and delivery of a product or complete system. Such revenues consist of maintenance-type contracts, field service activities that include personnel and accompanying spare parts, and installation and commissioning of products as a standalonestand-alone service or as part of a service contract.

        Revenues for software license fees are recognized when persuasive evidence of a non-cancelable license agreement exists, delivery has occurred, the license fee is fixed or determinable, and collection is probable. In software arrangements that include rights to multiple software products and/or services, the total arrangement fee is allocated using the residual method, under which revenue is allocated to the undelivered elements based on vendor-specific objective evidence (VSOE) of fair value of such undelivered elements and the residual amounts of revenue are allocated to the delivered elements. Elements included in multiple element arrangements may consist of software products, maintenance (which includes customer support services and unspecified upgrades), hosting, and consulting services. VSOE is based on the price generally charged when an element is sold separately or, in the case of an element not yet sold separately, the price established by authorized management, if it is probable that the price, once established, will not change once the element is sold separately. If VSOE does not exist for an undelivered element, the total arrangement fee will be taken to revenue over the life of the contract or upon delivery of the undelivered element.

We offer multiple solutionselement arrangements to meet our customers' needs. These solutionsarrangements may involve the delivery of multiple products and/or performance of services (such as installation and training) and the delivery and/or performance may occur at different points in time or over different periods of time. In such circumstances, ifIf certain criteria are met, we allocate revenues to each delivery of product or performance of service based on the individual elements' relative fair value. If thereA hierarchy of selling prices is noused to determine the selling price of each specific deliverable that includes vendor-specific objective evidence for the fair value(if available), third-party evidence (if vendor-specific evidence is not available), or estimated selling price if neither of the delivered item,first two are available. The estimated selling prices reflect our best estimate of what the revenueselling prices of elements would be if the elements were sold on a stand-alone basis. Revenue is allocated based on the residual method, provided thatbetween the elements meetof an arrangement consideration at the criteria for treatmentinception of the arrangement. Such arrangements generally include industry-specific performance and termination provisions, such as a separate unitin the event of accounting.substantial delays or non-delivery.

        Revenues are reported net of customer rebates and similar incentives. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between us and our customers, such as sales, use, value-added and some excise taxes are presented on a net basis (excluded from revenues).


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        These revenue recognition methods require the collectability of the revenues recognized to be reasonably assured. When recording the respective accounts receivable, allowances are calculated to estimate those receivables that will not be collected. These reserves assume a level of default based on historical information, as well as knowledge about specific invoices and customers. The risk remains that a different number of defaults will occur than originally estimated. As such, the amount of revenues recognized might exceed or fall below that which will be collected, resulting in a change in earnings in the future. The risk of deterioration is likely to increase during periods of significant negative industry, economic or economicpolitical trends.

        As a result of the above policies, judgment in the selection and application of revenue recognition methods must be made.

Contingencies

        As more fully described in the section below entitled "Environmental liabilities", in "Item 8. Financial Information—Legal Proceedings" and in "Note 15 Commitments and contingencies" to our Consolidated Financial Statements, we are subject to proceedings, litigation or threatened litigation and


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other claims and inquiries related to taxes other than income tax, environmental, labor, product, regulatory and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination of the provision required, if any, for these contingencies is made after analysis of each individual issue, often with assistance from both internal and external legal counsel and technical experts. The required amount of a provision for a contingency of any type may change in the future due to new developments in the particular matter, including changes in the approach to its resolution.

        We record provisions for our contingent obligations when it is probable that a loss will be incurred and the amount can be reasonably estimated. Any such provision is generally recognized on an undiscounted basis using our best estimate of the amount of loss incurred or at the lower end of an estimated range when a single best estimate is not determinable. In some cases, we may be able to recover a portion of the costs relating to these obligations from insurers or other third parties; however, we record such amounts only when it is probable that they will be collected.

        We provide for anticipated costs for warranties when we recognize revenues on the related products or contracts. Warranty costs include calculated costs arising from imperfections in design, material and workmanship in our products. We generally make individual assessments on contracts with risks resulting from order-specific conditions or guarantees and assessments on an overall, statistical basis for similar products sold in larger quantities. There is a risk that actual warranty costs may exceed the amounts provided for, which would result in a deterioration of earnings in the future when these actual costs are determined.

        We may have a legal obligation to perform environmental clean-up activities as a result of the normal operation of our business or have other asset retirement obligations. In some cases, the timing or the method of settlement, or both are conditional upon a future event that may or may not be within our control, but the underlying obligation itself is unconditional and certain. We recognize a provision for these and other asset retirement obligations when a liability for the retirement or clean-up activity has been incurred and a reasonable estimate of its fair value can be made. These provisions are initially recognized at fair value, and subsequently adjusted for accrued interest and changes in estimates. Provisions for environmental obligations are not discounted to their present value when the timing of payments cannot be reasonably estimated.

Pension and postretirement benefits

        As more fully described in "Note 17 Employee benefits" to our Consolidated Financial Statements, we have a number of defined benefit pension and other postretirement plans and recognize an asset for such


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a plan's overfunded status or a liability for such a plan's underfunded status in our Consolidated Balance Sheets. Additionally, weWe measure such a plan's assets and obligations that determine its funded status as of the end of the yearyear.

        We recognize actuarial gains and recognizelosses gradually over time. Any cumulative unrecognized actuarial gain or loss that exceeds 10 percent of the changesgreater of the present value of the projected benefit obligation (PBO) and the fair value of plan assets is recognized in income over the expected average remaining working lives of the employees participating in the funded status inplan. Otherwise, the year in which the changes occur. Those changes are reported in "Accumulated other comprehensive loss" and as a separate component of stockholders' equity.actuarial gain or loss is not recognized.

        We use actuarial valuations to determine our pension and postretirement benefit costs and credits. The amounts calculated depend on a variety of key assumptions, including discount rates, mortality rates and expected return on plan assets. Under U.S. GAAP, we are required to consider current market conditions in making these assumptions. In particular, the discount rates are reviewed annually based on changes in long-term, highly-rated corporate bond yields. Decreases in the discount rates result in an increase in the projected benefit obligation to employees (PBO)PBO and in pension costs. Conversely, an increase in the discount rates results in a decrease in the PBO and in pension costs. The mortality assumptions are reviewed annually by management. Decreases in mortality rates result in an increase in the PBO and in pension costs. Conversely, an increase in mortality rates results in a decrease in the PBO and in pension costs.


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        Holding all other assumptions constant, a 0.25 percentage point decrease in the discount rate would have increased the PBO related to our pension plans by approximately $287$307 million, while a 0.25 percentage point increase in the discount rate would have decreased the PBO related to our pension plans by approximately $267$290 million.

        The expected return on plan assets is reviewed regularly and considered for adjustment annually based on current and expected asset allocations and represents the long-term return expected to be achieved. Decreases in the expected return on plan assets result in an increase to pension costs. An increase or decrease of 0.25 percent in the expected long-term rate of asset return would have decreased or increased, respectively, the net periodic benefit cost in 20102011 by approximately $20$22 million.

        Under U.S. GAAP, we accumulate and amortize over future periods any difference between actual results and the assumptions used. Therefore, actual results generally affect our recognized expense for pension and other postretirement benefit obligations in future periods.

        The funded status, which can increase or decrease based on the performance of the financial markets or changes in our assumptions, regarding rates, does not represent a mandatory short-term cash obligation. Instead, the funded status of a pension plan is the difference between the PBO and the fair value of the plan assets. At December 31, 2010,2011, our pension plans were $327$950 million underfunded compared to an underfunding of $765$327 million at December 31, 2009.2010. Our other postretirement plans were underfunded by $214$260 million and $219$214 million at December 31, 20102011 and 2009,2010, respectively.

        We have multiple non-pension postretirement benefit plans. Our health care plans are generally contributory with participants' contributions adjusted annually. For purposes of estimating our health carehealth-care costs, we have assumed health carehealth-care cost increases to be 7.939 percent per annum for 2011,2012, gradually declining to 5 percent per annum by 20172028 and to remain at that level thereafter.

Income taxes

        In preparing our Consolidated Financial Statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. Tax expense from continuing operations is reconciled to the weighted-average global tax rate, rather than to the Swiss domestic statutory tax rate, as i) the parent company of the ABB Group, ABB Ltd, is domiciled in Switzerland. Income which has been generated in jurisdictions outside of Switzerland (hereafter "foreign jurisdictions") and has already been subject to corporate income tax in those foreign jurisdictions is, to a large extent, tax exempt in Switzerland. Therefore, generally no or only limited Swiss income tax has to be provided for on the repatriated earnings of foreign subsidiaries. There is no requirement in Switzerland for a parent company of a group to file a tax return of the group determining domestic and foreign pre-tax income,


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and ii) our consolidated income from continuing operations is predominantly earned outside of Switzerland, and therefore corporate income tax in foreign jurisdictions largely determines our global tax rate.

        We account for deferred taxes by using the asset and liability method. Under this method, we determine deferred tax assets and liabilities based on temporary differences between the financial reporting and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. We recognize a deferred tax asset when it is more likely than not that the asset will be realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. To the extent we increase or decrease this allowance in a period, we recognize the change in the allowance within "Provision for taxes" in the Consolidated Income Statements unless the change relates to discontinued operations, in which case the change is recorded in "Income (loss) from discontinued operations, net of tax". Unforeseen changes in tax rates and tax laws, as well as differences in the projected taxable income as compared to the actual taxable income, may affect these estimates.

        Certain countries levy withholding taxes, dividend distribution taxes or additional corporate income taxes (hereafter "withholding taxes") on dividend distributions. Such taxes cannot always be fully reclaimed by the shareholder, although they have to be declared and withheld by the subsidiary. Switzerland has concluded double taxation treaties with many countries in which we operate. These treaties either eliminate or reduce such withholding taxes on dividend distributions. It is our policy to distribute retained earnings of subsidiaries, in so far as such earnings are not permanently reinvested or no other reasons exist that would prevent the subsidiary from distributing them. No deferred tax liability is set up, if retained earnings are considered as permanently reinvested, and used for financing current operations as well as business growth through working capital and capital expenditure in those countries.

        We operate in numerous tax jurisdictions and, as a result, are regularly subject to audit by tax authorities. We provide for tax contingencies, including potential tax audits, on the basis of the technical merits of the contingency, including applicable tax law, OECD guidelines, as well as on items relating to potential audits by tax authorities based on our evaluations of facts and circumstances. Changes in the facts and circumstances could result in a material change to the tax accruals. We provide for tax contingencies whenever it is deemed more likely than not that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Although we believe that our tax estimates are reasonable and that appropriate tax reserves have been made, the final determination of tax audits and any related litigation could be different than that which is reflected in our income tax provisions and accruals.


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        An estimated loss from a tax contingency must be accrued as a charge to income if it is more likely than not that a tax asset has been impaired or a tax liability has been incurred and the amount of the loss can be reasonably estimated. We apply a two-step approach to recognize and measure uncertainty in income taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 percent likely of being realized upon ultimate settlement. The required amount of provisions for contingencies of any type may change in the future due to new developments.


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Business combinations

        The amount of goodwill initially recognized in a business combination is based on the excess of the purchase price of the acquired company over the fair value of the assets acquired and liabilities assumed. The determination of these fair values requires us to make significant estimates and assumptions. For instance, when assumptions with respect to the timing and amount of future revenues and expenses associated with an asset are used to determine its fair value, but the actual timing and amount differ materially, the asset could become impaired. In some cases, particularly for large acquisitions, we engage independent third-party appraisal firms to assist in determining the fair values.

        Critical estimates in valuing certain intangible assets include but are not limited to: future expected cash flows of the acquired business, brand awareness and market position, and discount rates.

        The fair values assigned to the intangible assets acquired are described in "Note 3 Acquisitions, increases in controlling interests and divestments" as well as "Note 11 Goodwill and other intangible assets", to our Consolidated Financial Statements.

Goodwill and other intangible assets

        We review goodwill for impairment annually as of October 1, or more frequently if events or circumstances indicate the carrying value may not be recoverable. We perform a two-step impairment test on a reporting unit level.

        Our reporting units are the same as our divisions for Power Systems, Discrete Automation and Motion, and Low Voltage Products. For Power Products and Process Automation, we determined that the reporting units areto be one level below the division, as the different products produced or services provided by these divisions do not share sufficiently similar economic characteristics to permit testing of goodwill on a total operating segment level. In the case of Power Products, there are separate reporting units based on the category of product produced—High-Voltage Products, Medium-Voltage Products and Transformers. In the case of Process Automation, we have determined that there are two reporting units, the Turbocharger product business and the remainder of Process Automation.

        In the first step of the impairment test, we compare the fair value of each reporting unit to its carrying value. The fair value of each reporting unit is calculated using an income approach, whereby the fair value is calculated based on the present value of future cash flows, applying a discount rate that represents our weighted-average cost of capital. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of a reporting unit is zero or negative we additionally assess the likelihood that goodwill is impaired. On October 1, 2011, none of our goodwill reporting units had a carrying value that was zero or negative.

        The future cash flows are based on approved business plans for the reporting units which currently cover a period of four years plus a terminal value. The future cash flows require significant estimates and judgments involving variables such as future sales volumes, sales prices, production and other operating costs, capital expenditures and other economic factors. The post-tax weighted-average cost of capital, of currently 9 percent, is based on variables such as the risk-free rate derived from the yield of 10-year U.S. treasury bonds as well as an ABB specific risk premium. The terminal value growth rate is assumed to be 1 percent. The mid-term tax rate used in the test is currently 27 percent.

We assess the reasonableness of the fair value calculations of our reporting units by reconciling the sum of the fair values for all our reporting units to our total market capitalization. On October 1, 2010,2011, the calculated fair values for each of our reporting units exceeded their respective carrying values by at least 250 percent and we concluded that none was "at risk" of failing the goodwill impairment test. Consequently, the second step of the impairment test was not performed. The assumptions used in the fair value calculation are challenged each year (through the use of sensitivity analysis) to determine the


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impact on the resulting fair value of the reporting units. Our sensitivity analysis in 20102011 showed no significant change in fair values if the assumptions change (achange. A 1 percentage-point increase in the discount rate would reduce the calculated fair values by approximately 12 percent).percent. A 1 percentage-point decrease in the terminal value growth rate would reduce the calculated fair values by approximately 9 percent.

        However, if the carrying value of the net assets assigned to the reporting unit were to exceed its fair value, then we would perform the second step of the impairment test to determine the implied fair value of the reporting unit's goodwill and compare it to the carrying value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill were to exceed its implied fair value, then we would record an impairment loss equal to the difference. Any goodwill impairment losses would be recorded as a separate line item in the income statement in continuing operations, unless related to a discontinued operation, in which case the losses would be recorded in "Income (loss) from discontinued operations, net of tax". There were no goodwill impairment charges in 2011, 2010 2009 and 2008.2009.

        We review intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable upon the occurrence of certain triggering events, such as a decision to divest a business or projected losses of an entity. We record impairment charges in "Other income (expense), net", in our Consolidated Income Statements, unless they relate to a


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discontinued operation, in which case the charges are recorded in "Income (loss) from discontinued operations, net of tax".

        Cash flow models used in evaluating impairments are dependent on a number of factors including estimates of future cash flows and other variables and require that we make significant estimates and judgments, involving variables such as sales volumes, sales prices, sales growth, production and operating costs, capital expenditures, market conditions and other economic factors. Further, discount rates used in discounted cash flow models to calculate fair values require the determination of variables such as the risk-free rates and equity market risk premiums. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.


NEW ACCOUNTING PRONOUNCEMENTS

        For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our Consolidated Financial Statements, see "Note 2 Significant accounting policies" to our Consolidated Financial Statements.


RESEARCH AND DEVELOPMENT

        Each year, we invest significantly in research and development. Our research and development area focuses on developing and commercializing the technologies of our businesses that are of strategic importance to our future growth. In 2011, 2010 2009 and 2008,2009, we invested $1,371 million, $1,082 million $1,037 million and $1,027$1,037 million, respectively, or approximately 3.6 percent, 3.4 percent, and 3.3 percent and 2.9 percent of our annual consolidated revenues, respectively, on research and development activities. We also had expenditures of $338 million, $253 million $265 million and $214$265 million, respectively, or approximately 0.80.9 percent, 0.8 percent and 0.60.8 percent, respectively, of our annual consolidated revenues in 2011, 2010 2009 and 2008,2009, on order-related development activities. These are customer- and project-specific development efforts that we undertake to develop or adapt equipment and systems to the unique needs of our customers in connection with specific orders or projects. Order-related development amounts are initially recorded in inventories as part of the work in process of a contract and then are reflected in cost of sales at the time revenue is recognized in accordance with our accounting policies.


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        In addition to continuous product development, and order-related engineering work, we develop platforms for technology applications in our automation and power businesses in our Group research and development laboratories, which operate on a global basis. Through active management of our investment in research and development, we seek to maintain a balance between short-term and long-term research and development programs and optimize our return on investment.

        Our research and development strategy focuses on three objectives:

        Universities are the incubators of future technology, and a central task of our research and development team is to transform university research into industry-ready technology platforms. We collaborate with a number of universities and research institutions to build research networks and foster new technologies. We believe these collaborations shorten the amount of time required to turn basic ideas into viable products, and they additionally help us recruit and train new personnel. We have built


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more than 50 numerous university partnerships in the U.S., Europe and Asia, including long-term, strategic relationships with Stanford University, the Massachusetts Institute of Technology, Carnegie Mellon University, Cambridge University, ETH Zurich, KTH Stockholm and Imperial College London. Our collaborative projects include research on materials, sensors, micro-engineered mechanical systems, robotics, controls, manufacturing, distributed power and communication. Common platforms for power and automation technologies are developed around advanced materials, efficient manufacturing, information technology and data communication, as well as sensor and actuator technology.

        Common applications of basic power and automation technologies can also be found in power electronics, electrical insulation, and control and optimization. Our power technologies, including our insulation technologies, current interruption and limitation devices, power electronics, flow control and power protection processes, apply as much to large, reliable, blackout-free transmission systems as they do to everyday household needs. Our automation technologies, including our control and optimization processes, power electronics, sensors and microelectronics, mechatronics and wireless communication processes, are designed to improve efficiency in plants and factories around the world, including our own.


ACQUISITIONS, INVESTMENTS AND DIVESTITURES

Acquisitions

        During 2011, 2010 2009 and 2008,2009, ABB invested $3,805 million, $1,275 million and $159 million in 10, 9 and $651 million in 9, 8 and 7 new businesses and joint ventures, respectively. The amounts exclude changes in cost and equity investments.

        The principal acquisition in 2011 was Baldor Electric Company (Baldor). On January 26, 2011, we acquired 83.25 percent of the outstanding shares of Baldor for $63.50 per share in cash. On January 27, 2011, we exercised our top-up option contained in the merger agreement, bringing our shareholding in Baldor to 91.6 percent, allowing us to complete a short-form merger under Missouri, United States, law. On the same date, we completed the purchase of the remaining 8.4 percent of outstanding shares. Baldor markets, designs and manufactures industrial electric motors, mechanical power transmission products, drives and generators. The acquisition broadens the product offering of our Discrete Automation and Motion division, closing the gap in our automation portfolio in North America by


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adding Baldor's NEMA (National Electrical Manufacturers Association) motors product line, as well as adding Baldor's growing mechanical power transmission business.

        The principal acquisition in 2010 was that of the Ventyx group. InOn June 1, 2010, we acquired all of the shares of Ventyx Inc., Ventyx Software Inc. and Ventyx Dutch Holding B.V., representing substantially all of the revenues, assets and liabilities of the Ventyx group. Ventyx provides software solutions to global energy, utility, communications and other asset-intensiveasset intensive businesses and was integrated into the network management business within the Power Systems division to form a single unit for energy management software solutions.

        During 2009, and 2008, acquisitions were not significant either individually or in aggregate. The principal acquisition

        For more information on our acquisitions, see "Note 3 Acquisitions, increases in 2008 was that of Kuhlman Electric Corporation (Kuhlman), a U.S.-based transformer company. Kuhlman manufactures a wide range of high-quality transformers for the industrialcontrolling interests and electric utility sectors and has a strong reputation for innovative products and solid, long-term customer relationships. The acquisition was integrated intodivestments" to our Power Products division in North America and complements both our product range and geographical presence.Consolidated Financial Statements.

Increase in controlling interests in India

        In 2010, we increased our ownership interest in ABB Limited, India (our publicly-listed subsidiary in India) from approximately 52 percent to 75 percent. Cash paid up to December 31,in 2010, including transaction costs, amounted to $956 million. The offer of 900 rupees per share resulted in a charge to "Capital stock and additional paid-in capital" of $838 million, including expenses related to the transaction.

BaldorABB to acquire Thomas & Betts Corporation

        On January 30, 2012, we announced that we had reached an agreement to acquire the Thomas & Betts Corporation. Thomas & Betts designs, manufactures and markets essential components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and utility applications. We anticipate cash outflows upon closing the transaction amounting to approximately $3.9 billion, based on a purchase price of $72 per share for the acquisition of the outstanding shares. The transaction is subject to approval by Thomas & Betts shareholders as well as to customary regulatory approvals, and is expected to close by the middle of 2012.

Divestitures

        In January 2011, we completed the acquisition of Baldor Electric Company (Baldor) for $63.50 per share in cash. Baldor markets, designs2010 and manufactures industrial electric motors, mechanical power transmission products, drives and generators and employs approximately 7,000 people. In 2009, Baldor had net sales of $1,524 million and an operating profit of $181 million. The resulting cash outflows for ABB in the first quarter of 2011 amount to approximately $4.2 billion, representing approximately


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$3 billion for the purchase of the shares and approximately $1.2 billion for the repayment of debt assumed upon acquisition.

        For more information on our acquisitions, see "Note 3 Acquisitions, divestments and discontinued operations" to our Consolidated Financial Statements.

Divestitures of businesses and equity-accounted companies

        In 2010, 2009 and 2008, we received cash, net of cash disposed, from sales of businesses and equity-accounted companies of $8 million, $83 million and $16 million, respectively. Gains and $27 million, respectively. In relationlosses on these transactions were not significant.

        For more information on our divestments, see "Note 3 Acquisitions, increases in controlling interests and divestments" to transactions included in continuing operations, we recognized gains (losses) in 2010, 2009 and 2008, in "Other income (expense), net", of $12 million, $(1) million and $24 million, respectively. We also recognized gains (losses) from dispositions, net of tax, in 2010, 2009 and 2008, in "Income (loss) from discontinued operations, net of tax", of $(2) million, $18 million and $9 million, respectively. Included in the $9 million gain from dispositions, net of tax, in 2008, was a gain of $11 million on the sale of our 50 percent stake in ABB Powertech Transformers, located in South Africa, to Powertech, a wholly-owned subsidiary of the Altron Group. This business was part of our Power Products division prior to being reclassified to discontinued operations. In 2008, this business had revenues and income of $29 million and $2 million, respectively, recorded in "Income (loss) from discontinued operations, net of tax". All revenues and income reported in the year of sale are through the date of divestment.Consolidated Financial Statements.


EXCHANGE RATES

        We report our financial results in U.S. dollars. Due to our global operations, a significant amount of our revenues, expenses, assets and liabilities are denominated in other currencies. As a consequence, movements in exchange rates between currencies may affect:

        We translate non-USD denominated results of operations, assets and liabilities to USD in our Consolidated Financial Statements. Balance sheet items are translated to USD using year-end currency exchange rates. Income statement and cash flow items are translated to USD using the average currency exchange rate over the relevant period.


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        Increases and decreases in the value of the USD against other currencies will affect the reported results of operations in our Consolidated Income Statements and the value of certain of our assets and liabilities in our Consolidated Balance Sheets, even if our results of operations or the value of those assets and liabilities have not changed in their original currency. Because of the impact foreign exchange rates have on our reported results of operations and the reported value of our assets and liabilities, changes in foreign exchange rates could significantly affect the comparability of our reported results of operations between periods and result in significant changes to the reported value of our assets, liabilities and shareholders' equity, as has been the case during the period from 20082009 through 2010.2011.

        While we operate globally and report our financial results in USD, exchange rate movements between the USD and both the euro and the Swiss franc are of particular importance to us due to (i) the location of our significant operations and (ii) our corporate headquarters being in Switzerland.


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        The exchange rates between the USD and the EUR and the USD and the CHF at December 31, 2011, 2010 2009 and 2008,2009, were as follows:

Exchange rates into $
 2010 2009 2008  2011 2010 2009 

EUR 1.00

 1.34 1.44 1.40  1.29 1.34 1.44 

CHF 1.00

 1.07 0.97 0.94  1.06 1.07 0.97 

        The average exchange rates between the USD and the EUR and the USD and the CHF for the years ended December 31, 2011, 2010 2009 and 2008,2009, were as follows:

Exchange rates into $
 2010 2009 2008  2011 2010 2009 

EUR 1.00

 1.33 1.40 1.47  1.39 1.33 1.40 

CHF 1.00

 0.97 0.93 0.93  1.13 0.97 0.93 

        When we incur expenses that are not denominated in the same currency as the related revenues, foreign exchange rate fluctuations could affect our profitability. To mitigate the impact of exchange rate movements on our profitability, it is our policy to enter into forward foreign exchange contracts to manage the foreign exchange transaction risk of our operations.

        In 2010,2011, approximately 8985 percent of our consolidated revenues were reported in currencies other than USD. Of that amount, the following percentages were reported in the following currencies:

        In 2010,2011, approximately 8982 percent of our cost of sales and selling, general and administrative expenses were reported in currencies other than USD. Of that amount, the following percentages were reported in the following currencies:


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        We also incur expenses other than cost of sales and selling, general and administrative expenses in various currencies.

        The results of operations and financial position of many of our subsidiaries outside of the United States are reported in the currencies of the countries in which those subsidiaries are located. We refer to these currencies as "local currencies." Local currency financial information is then translated into USD at applicable exchange rates for inclusion in our Consolidated Financial Statements.

        The discussion of our results of operations below provides certain information with respect to orders, revenues, earnings before interest and taxes and other measures as reported in USD (as well as in local currencies). We measure period-to-period variations in local currency results by using a constant foreign exchange rate for all periods under comparison. Differences in our results of


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operations in local currencies as compared to our results of operations in USD are caused exclusively by changes in currency exchange rates.

        While we consider our results of operations as measured in local currencies to be a significant indicator of business performance, local currency information should not be relied upon to the exclusion of U.S. GAAP financial measures. Instead, local currencies reflect an additional measure of comparability and provide a means of viewing aspects of our operations that, when viewed together with the U.S. GAAP results and our reconciliations, provide a more complete understanding of factors and trends affecting the business. Because local currency information is not standardized, it may not be possible to compare our local currency information to other companies' financial measures that have the same or a similar title. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.


ORDERS

        We book and report an order when a binding contractual agreement has been concluded with thea customer covering, at a minimum, the price and scope of products or services to be supplied, the delivery schedule and the payment terms. The reported value of an order corresponds to the undiscounted value of revenues that we expect to recognize following delivery of the goods or services subject to the order, less any trade discounts and excluding any value added or sales tax. The value of orders received during a given period of time represents the sum of the value of all orders received during the period, adjusted to reflect the aggregate value of any changes to the value of orders received during the period and orders existing at the beginning of the period. These adjustments, which may in the aggregate increase or decrease the orders reported during the period, may include changes in the estimated order price up to the date of contractual performance, changes in the scope of products or services ordered and cancellations of orders.

        The undiscounted value of revenues we expect to generate from our orders at any point in time is represented by our order backlog. Approximately 1718 percent of the value of total orders we recorded in 20102011 were "large orders," which we define as orders from third parties involving a value of at least $15 million for products or services. Approximately 6762 percent of the large orders in 20102011 were recorded by our Power Systems division and 23approximately 24 percent in our Process Automation division. The Power Products, and Discrete Automation and Motion, as well as the Low Voltage Products divisions accounted for the remainder of the total large orders recorded during 2010.2011. The remaining portion of total orders recorded in 20102011 was "base orders," which we define as orders from third parties with a value of less than $15 million for products or services.

        The level of orders fluctuates from year to year. Arrangements included in any particular order can be complex and unique to that order. Portions of our business involve orders for long-term projects that can take months or years to complete and many large orders result in revenues in periods after the order is booked. However, the level of large orders and orders generally cannot be used to accurately predict future revenues or operating performance. Orders that have been placed can be cancelled,


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delayed or modified by the customer. These actions can reduce or delay any future revenues from the order or may result in the elimination of the order.


PERFORMANCE MEASURES

        WeDuring 2011, we changed our primary measures of segment performance from earnings before interest and taxes (EBIT) to Operational EBITDA and Operational EBITDA margin. As a result, we evaluate the performance of our divisions primarily based on orders received, revenues, earnings before interestOperational EBITDA and taxes (EBIT) and EBITOperational EBITDA as a percentage of Operational revenues (EBIT(Operational EBITDA margin).

        Operational EBITDA represents EBIT isexcluding depreciation and amortization, restructuring and restructuring-related expenses, adjusted for the amount resulting fromfollowing: (i) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (ii) realized gains and losses on derivatives where the subtraction of our cost of sales, selling, general and administrative expenses, non-orderunderlying hedged transaction has not yet been realized, (iii) unrealized foreign exchange movements on receivables/payables (and related research and developmentassets/liabilities), (iv) acquisition-related expenses and other income (expense), net, from(v) certain non-recurring items.

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

        See "Note 22 Operating segment and geographic data" to our revenues.Consolidated Financial Statements for a reconciliation of Operational EBITDA to EBIT.


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ANALYSIS OF RESULTS OF OPERATIONS

        Our consolidated results from operations were as follows:

($ in millions, except per share data in $)
($ in millions, except per share data in $)
 2010 2009 2008  2011 2010 2009 

Orders

Orders

 32,681 30,969 38,282  40,210 32,681 30,969 

Order backlog at December 31,

Order backlog at December 31,

 26,193 24,771 23,837  27,508 26,193 24,771 

Revenues

Revenues

 
31,589
 
31,795
 
34,912
  
37,990
 
31,589
 
31,795
 

Cost of sales

Cost of sales

 (22,060) (22,470) (23,972) (26,556) (22,060) (22,470)
              

Gross profit

Gross profit

 9,529 9,325 10,940  11,434 9,529 9,325 

Selling, general and administrative expenses

Selling, general and administrative expenses

 (4,615) (4,491) (4,795) (5,373) (4,615) (4,491)

Non-order related research and development expenses

Non-order related research and development expenses

 (1,082) (1,037) (1,027) (1,371) (1,082) (1,037)

Other income (expense), net

Other income (expense), net

 (14) 329 (566) (23) (14) 329 
              

Earnings before interest and taxes

Earnings before interest and taxes

 3,818 4,126 4,552  4,667 3,818 4,126 

Net interest and other finance expense

Net interest and other finance expense

 (78) (6) (34) (117) (78) (6)

Provision for taxes

Provision for taxes

 (1,018) (1,001) (1,119) (1,244) (1,018) (1,001)
              

Income from continuing operations, net of tax

Income from continuing operations, net of tax

 2,722 3,119 3,399  3,306 2,722 3,119 

Income (loss) from discontinued operations, net of tax

 10 17 (21)

Income from discontinued operations, net of tax

 9 10 17 
              

Net income

Net income

 2,732 3,136 3,378  3,315 2,732 3,136 

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests

 (171) (235) (260) (147) (171) (235)
              

Net income attributable to ABB

Net income attributable to ABB

 2,561 2,901 3,118  3,168 2,561 2,901 
              

Amounts attributable to ABB shareholders:

Amounts attributable to ABB shareholders:

  

Income from continuing operations, net of tax

 2,551 2,884 3,142 

Net income

 2,561 2,901 3,118 

Income from continuing operations, net of tax

 3,159 2,551 2,884 

Net income

 3,168 2,561 2,901 

Basic earnings per share attributable to ABB shareholders:

Basic earnings per share attributable to ABB shareholders:

  

Income from continuing operations, net of tax

 1.12 1.26 1.37 

Net income

 1.12 1.27 1.36 

Diluted earnings per share attributable to ABB shareholders:

 

Income from continuing operations, net of tax

 1.11 1.26 1.37 

Net income

 1.12 1.27 1.36 

Income from continuing operations, net of tax

 1.38 1.12 1.26 

Net income

 1.38 1.12 1.27 

Diluted earnings per share attributable to ABB shareholders:

 

Income from continuing operations, net of tax

 1.38 1.11 1.26 

Net income

 1.38 1.12 1.27 

        A more detailed discussion of the orders, revenues and EBITOperational EBITDA for our divisions follows in the sections of "Divisional analysis" below entitled "Power Products," "Power Systems," "Discrete Automation and Motion",Motion," "Low Voltage Products," "Process Automation" and "Corporate and Other." Orders and revenues of our divisions include interdivisional transactions which are eliminated in the "Corporate and Other" line in the tables below.


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Orders

 
  
  
  
 % Change 
($ in millions)
 2011 2010 2009 2011 2010 

Power Products

  11,068  9,778  10,940  13% (11)%

Power Systems

  9,278  7,896  7,830  18% 1  %

Discrete Automation and Motion

  9,566  5,862  4,702  63% 25  %

Low Voltage Products

  5,364  4,686  4,079  14% 15  %

Process Automation

  8,726  7,383  6,684  18% 10  %
              

Operating divisions

  44,002  35,605  34,235  24% 4  %

Corporate and Other(1)

  (3,792) (2,924) (3,266) n.a.  n.a. 
              

Total

  40,210  32,681  30,969  23% 6  %
              

 
  
  
  
 % Change 
($ in millions)
 2010 2009 2008 2010 2009 

Power Products

  9,778  10,940  13,627  (11)% (20)%

Power Systems

  7,896  7,830  7,408  1% 6%

Discrete Automation and Motion

  5,862  4,702  7,129  25% (34)%

Low Voltage Products

  4,686  4,079  4,865  15% (16)%

Process Automation

  7,383  6,684  9,244  10% (28)%
              

Operating divisions

  35,605  34,235  42,273  4% (19)%

Corporate and Other(1)

  (2,924) (3,266) (3,991) n.a.  n.a. 
              

Total

  32,681  30,969  38,282  6% (19)%
              

(1)
Includes interdivisional eliminations

Table        In 2011, total order volume increased by 23 percent (18 percent in local currencies, 11 percent excluding the Baldor acquisition). Customer investments to increase operational efficiency and services translated into higher orders for the automation divisions, where the pace of Contentsorder growth in the second half of 2011 slowed versus the growth rates of the first half of the year. The need to strengthen power distribution networks, driven in part by industrial growth in emerging markets, as well as the integration of renewable energy supplies into power grids, lifted orders in the power businesses.

        In 2011, orders in the Power Products division grew by 13 percent (8 percent in local currencies) and were higher in all businesses. The order increase was driven primarily by continued strength in the industrial and power distribution sectors as well as large orders in the transmission sector. Continuing investments in grid upgrades and the integration of renewable energy sources fuelled an 18 percent (12 percent in local currencies) orders increase in the Power Systems division. In August, ABB won its largest-ever power transmission order, worth around $1 billion, to supply a power link connecting offshore North Sea wind farms to the German mainland grid. The strong growth in the Discrete Automation and Motion division reflected continued demand for energy-efficient automation solutions leading to an increase in orders of 63 percent (57 percent in local currencies, 21 percent excluding the Baldor acquisition). While all businesses contributed to the increase in orders in that division, Robotics and Power Electronics posted the highest growth rates. Orders were 14 percent higher in Low Voltage Products (9 percent in local currencies), mainly on increased demand for low-voltage systems to improve electrical efficiency in industry. Order growth slowed in that division in the second half of the year on a combination of more difficult comparisons with the strong growth recorded in 2010, slowing demand in most early-cycle industries and cutback in renewable investments compared to the previous year. The Process Automation division saw orders up 18 percent (12 percent in local currencies), mainly on continuing demand from the oil and gas and related marine industry. Service orders in Process Automation grew at a double-digit pace as well.

        Base orders grew significantly in the first half of 2011, as the global economic upturn continued. Although the development slowed in the second half of the year amid increased uncertainties about the global macroeconomic outlook, growth rates remained double digit. For ABB as a whole, base orders grew by 21 percent (16 percent in local currencies), as all divisions reported an increase in base orders in 2011. Additionally, a number of sizeable projects in the tender backlog materialized into large orders, which led to significant growth in the year. After a decline in 2010, large orders rebounded and grew 32 percent (25 percent in local currencies).

        Total orders in 2010 increased by 6 percent (4 percent in local currencies) compared to 2009 as the global economy began to recover, as reflected in increased spending by industrial customers in


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energy-efficient automation and power solutions to increase productivity and quality. Investments by utilities in large power transmission projects, however, remained cautious.

        In 2010, orders in our Power Products division decreased by 11 percent (13 percent in local currencies) as transmission spending remained low, resulting in lower order volumes, especially in large power transformers and high voltagehigh-voltage equipment. The economic recovery however did lead to an increase in the power distribution segments with higher orders in the medium voltagemedium-voltage product lines. Orders in our Power Systems division were up 1 percent (down 1 percent in local currencies). Large orders were down, while the division has seensaw a large increase in base orders in substations and power generation due to an ongoing focus on renewable energy and grid reliability. Orders in our automation divisions, which are typically earlier in the business cycle, have benefited from increased investments by industrial customers on the back of an upturn in the global economy. Discrete Automation and Motion orders grew by 25 percent (23 percent in local currencies) as industrial customers increased investments in automation solutions to increaseimprove productivity and energy efficiency. Within the Discrete Automation and Motion division, order growth was especially strong in the roboticsRobotics business, which experienced a turnaround, and in the low voltagelow-voltage drives business. Towards the end of 2010, mid- to late-cycle businesses also began seeing order growth. Orders in the Low Voltage Products division increased by 15 percent (15 percent in local currencies) as demand from general industry and construction improved in most regions. In our Process Automation division, orders grew by 10 percent (7 percent in local currencies) as investments in the energy and commodity-based sectors recovered and activity in the marine business also improved, however from low levels.

        As base orders began recovering on the upturn in the global economy, we continued to see for the first half of 2010 that large scale investments in both industry and utilities were delayed as customers assessed the stability of the recovery. Later in 2010 customers became more optimistic, which materialized into a number of large order awards in the fourth quarter of 2010. However, this attitude shift was not enough to compensate the low levels of large orders in the first half of 2010. Consequently, large orders were down 17 percent (20 percent in local currencies).

        Total orders in 2009 decreased 19 percent (13 percent in local currencies) compared to 2008 due to (i) the global economic downturn which had significantly weakened demand particularly in the industrial and construction related markets and (ii) price erosion in both utilities and industrial sectors in many geographical markets.

        In 2009, orders in our Power Products division declined 20 percent (14 percent in local currencies) as most customers held back their investment plans as a response to market uncertainties amid the global financial crisis. The government-funded stimulus programs for funding electric power investments had not had a significant impact on orders in this division. Orders declined across all product lines in the medium-voltage products, high-voltage products and transformers businesses. Orders in our Power Systems division increased 6 percent (17 percent in local currencies), benefiting from strong demand in the power generation and transmission sectors where infrastructure projects, addressing the integration of renewals, energy efficiency improvement and environmental concerns, were realized. Orders in our Discrete Automation and Motion Products division declined 34 percent (30 percent in local currencies), on weak demand in the automotive and industrial sectors. The Low Voltage Products division orders declined 16 percent (11 percent in local currencies) primarily as a result of contraction in industrial markets particularly the building, residential and commercial construction markets. In our Process Automation division, orders declined 28 percent (22 percent in local currencies) as investments in the process automation sector have mostly been delayed due to limited access to capital and increased uncertainty of future demand.

        In spite of the weakened economic conditions in many countries around the world, large orders increased as power utilities continued to realize their high-priority project commitments particularly in


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the grid systems and substations sectors. Large orders in the industrial sectors however remained weak, as large scale investments in this area were mostly delayed due to unstable global demand.

        Driven by higher investments in large scale utilities projects, large orders in 2009 increased 10 percent (25 percent in local currencies) to $6,603 million, compared to the 5 percent increase (flat in local currencies) reported in 2008. The share of large orders compared to total orders increased from 16 percent in 2008 to 21 percent in 2009. The increase in the share of large orders in 2009 was driven not only by growth in large orders volume, but also by a decline in base orders whose volume during the year decreased by 25 percent (20 percent in local currencies).

We determine the geographic distribution of our orders based on the location of the customer, which may be different from the ultimate destination of the products' end use. The geographic distribution of our consolidated orders was as follows:


  
  
  
 % Change   
  
  
 % Change 
($ in millions)
 2010 2009 2008 2010 2009  2011 2010 2009 2011 2010 

Europe

 13,781 11,983 16,633 15% (28)% 15,202 13,781 11,983 10% 15  %

The Americas

 6,223 5,996 7,235 4% (17)% 9,466 6,223 5,996 52% 4  %

Asia

 8,720 8,197 10,242 6% (20)% 12,103 8,720 8,197 39% 6  %

Middle East and Africa

 3,957 4,793 4,172 (17)% 15% 3,439 3,957 4,793 (13)% (17)%
                  

Total

 32,681 30,969 38,282 6% (19)% 40,210 32,681 30,969 23% 6  %
                  

        Orders in 2011 grew in the Americas 52 percent (50 percent in local currencies) driven by the Baldor acquisition as well as by organic growth. The U.S., Canada and Brazil were the main growth drivers in this region, as Brazil recorded large orders in the Power Systems division, as well as in the Power Automation division from the oil & gas and minerals sectors. In Asia, orders were up 39 percent (32 percent in local currencies) on double-digit growth in all divisions. In China, large orders for Power Systems and for Power Products as well as base order growth in the Discrete Automation and Motion and Low Voltage Products divisions drove significant order growth. India returned to double-digit order growth after a contraction in 2010 and South Korea recorded large orders from the marine sector. Europe grew 10 percent (4 percent in local currencies), on growth in the industrial sectors. Additionally, a large order for offshore wind farm connection in Germany was repeated in 2011 (at a higher amount than in the previous year) and Norway won large orders in the oil and gas sector. Order


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volumes decreased in the MEA by 13 percent (15 percent in local currencies) as large orders from the power sector in Saudi Arabia and from the oil & gas sector in Congo were offset by a lower orders level in the Power Systems division in Kuwait, Qatar and the United Arab Emirates.

        In 2010, order volumes grew in all markets except in the Middle East and AfricaMEA which werewas down 17 percent (19 percent in local currencies), where we were unable to repeat the large order intake of 2009 from utility and oil and gas customers in Algeria, Kuwait and Saudi Arabia. Orders from Europe grew 15 percent (16 percent in local currencies) as a result of large order awards to the Power Systems division from Belgium, Germany, Norway and Sweden as well as a turnaround in the roboticsRobotics business of the Discrete Automation and Motion division. In the Americas, orders increased 4 percent (down 1 percent in local currencies) on strong growth in the automation divisions, while Power Systems' orders were down as the level of large orders in Brazil in 2009 could not be matched in 2010. Orders received in the Power Products division in the Americas remained at the same level as 2009 as lower volumes in the transformer business were offset by growth in highhigh- and medium voltagemedium-voltage equipment. Orders in Asia increased 6 percent (2 percent in local currencies) as growth in the automation divisions offset lower volumes in the transformer business in China.

        Orders from Europe in 2009 were down 28 percent (20 percent in local currencies) as growth in the Power Systems division, driven mainly by power grid upgrades in Western Europe, was more than offset by broad declines in all other divisions, reflecting the generally weak economic environment. Orders in the Americas decreased 17 percent (11 percent in local currencies) driven by a 33 percent decline in the United States on account of weak demand in the utilities and industrial sectors. Orders however grew significantly in South America due to strong demand in the utilities sector particularly in Brazil. Orders in Asia were down 20 percent (16 percent in local currencies), mainly due to lower demand in all sectors in countries across the region especially for the Process Automation business. Orders in MEA increased 15 percent (22 percent in local currencies) resulting from higher investment in the utility and oil and gas sectors. In this region, orders grew strongly in Algeria driven primarily by a very large Process Automation project. Orders also increased significantly in Kuwait and Saudi Arabia as these countries benefited from higher investment in power infrastructure.


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Order backlog

 
 December 31, % Change 
($ in millions)
 2011 2010 2009 2011 2010 

Power Products

  8,029  7,930  8,226  1% (4)%

Power Systems

  11,570  10,929  9,675  6% 13  %

Discrete Automation and Motion

  4,120  3,350  3,046  23% 10  %

Low Voltage Products

  887  838  734  6% 14  %

Process Automation

  5,771  5,530  5,523  4%   %
              

Operating divisions

  30,377  28,577  27,204  6% 5  %

Corporate and Other(1)

  (2,869) (2,384) (2,433) n.a.  n.a. 
              

Total

  27,508  26,193  24,771  5% 6  %
              

 
 December 31, % Change 
($ in millions)
 2010 2009 2008 2010 2009 

Power Products

  7,930  8,226  7,977  (4)% 3%

Power Systems

  10,929  9,675  7,704  13% 26%

Discrete Automation and Motion

  3,350  3,046  3,595  10% (15)%

Low Voltage Products

  838  734  710  14% 3%

Process Automation

  5,530  5,523  6,230  0% (11)%
              

Operating divisions

  28,577  27,204  26,216  5% 4%

Corporate and Other(1)

  (2,384) (2,433) (2,379) n.a.  n.a. 
              

Total

  26,193  24,771  23,837  6% 4%
              

(1)
Includes interdivisional eliminations

        OrderIn 2011, orders grew at a higher rate than revenues leading to an increase in group order backlog by 5 percent (9 percent in local currencies) compared to 2010. The increase in order backlog in the Power Systems division is largely based on large orders for grid upgrades and the integration of renewable energy sources. The order backlog in the Power Products division grew slightly in 2011 after a decline in 2010. Despite slowing growth in global industrial demand in the second half of 2011, order backlog in the Discrete Automation and Motion division, only partly driven by the Baldor acquisition, and in the Low Voltage Products division continued to grow in 2011. The Process Automation division benefited from large orders in the oil & gas related marine sectors, which increased order backlog.

        In 2010, order backlog increased 6 percent (4 percent in local currency)currencies) compared to 2009, following the growth in orders received. Growth of order backlog in the Power Systems division continued to be driven by large orders which typically have longer execution times. Order backlog also increased in the Discrete Automation and Motion and Low Voltage Products divisions as orders received grew faster than revenues reflecting market recovery in the industrial sector. OrdersOrder backlog was flat in the Process Automation division was flat and in the Power Products division backlog declined, primarily due to weak orders in the transmission sector.


        Changes in the order backlog balance at the endTable of 2009 as compared to the end of 2008 were mainly due to foreign currency exchange fluctuations. The order backlog in the Power Systems division, however, increased due to the high volume of large orders booked throughout 2009.Contents

Revenues

 
  
  
  
 % Change 
($ in millions)
 2011 2010 2009 2011 2010 

Power Products

  10,869  10,199  11,239  7% (9)%

Power Systems

  8,101  6,786  6,549  19% 4  %

Discrete Automation and Motion

  8,806  5,617  5,405  57% 4  %

Low Voltage Products

  5,304  4,554  4,071  16% 12  %

Process Automation

  8,300  7,432  7,839  12% (5)%
              

Operating divisions

  41,380  34,588  35,103  20% (1)%

Corporate and Other(1)

  (3,390) (2,999) (3,308) n.a.  n.a. 
              

Total

  37,990  31,589  31,795  20% (1)%
              

 
  
  
  
 % Change 
($ in millions)
 2010 2009 2008 2010 2009 

Power Products

  10,199  11,239  11,890  (9)% (5)%

Power Systems

  6,786  6,549  6,912  4% (5)%

Discrete Automation and Motion

  5,617  5,405  6,588  4% (18)%

Low Voltage Products

  4,554  4,071  4,747  12% (14)%

Process Automation

  7,432  7,839  8,397  (5)% (7)%
              

Operating divisions

  34,588  35,103  38,534  (1)% (9)%

Corporate and Other(1)

  (2,999) (3,308) (3,622) n.a.  n.a. 
              

Total

  31,589  31,795  34,912  (1)% (9)%
              

(1)
Includes interdivisional eliminations

        Revenues in 2011 increased 20 percent (15 percent in local currencies) on the back of strong orders recorded in the previous year as well as on improving revenues from early-cycle business in the first half of the year. Excluding the Baldor acquisition, revenues increased 14 percent (9 percent in local currencies).

        Revenues in the Power Products division increased 7 percent (2 percent in local currencies) following two years of revenue declines, mainly on growth in medium-voltage products but also on higher revenues in transformers and high-voltage products. In the Power Systems division, revenues increased 19 percent (14 percent in local currencies) on the successful execution of large orders placed in the previous year in the grid systems and power generation businesses. Revenues rose 57 percent (51 percent in local currencies) in the Discrete Automation and Motion division and 22 percent (16 percent in local currencies) excluding the Baldor acquisition. The Robotics business confirmed the turnaround seen in 2010 and grew at a double-digit pace in 2011. Revenues growth softened in the second half of the year in Low Voltage Products resulting in 16 percent higher revenues in 2011 (11 percent in local currencies) compared to the previous year. Revenues in the Process Automation division, which is later in the economic cycle, were 12 percent (6 percent in local currencies) higher, supported by solid orders received in minerals, pulp and paper, turbo chargers and oil & gas businesses.

        Revenues in 2010 declined 1 percent (2 percent in local currencies) due primarily to the impact of lower orders received in the prior year. The short-cycle business improvement in the second half of the year and the good large order execution in 2010 could not compensate for the impact of weak revenues generated at the beginning of the year.

        Revenues in the Power Products division decreased 9 percent (11 percent in local currencies) due to lower opening backlog and continued weak orders in high voltagehigh-voltage and transformers products. The Power Systems division's revenues increased 4 percent (2 percent in local currencies) on order execution especially in substations and power generation projects. Revenues in the Discrete Automation and Motion division increased 4 percent (3 percent in local currencies) driven by a turnaround in the roboticsRobotics business, as well as growth in industrial and commercial sectors in many countries around the world. Revenues rose 12 percent (13 percent in local currencies) in the Low Voltage Products division


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reflecting a strong recovery of our short-cycle business. In the Process Automation division, revenues decreased 5 percent (6 percent in local currencies) mainly due to a decline of orders in the metal and marine and full services businesses.

        Revenues in 2009 declined 9 percent (4 percent in local currencies), primarily driven by lower orders received in the shorter-cycle product business, price erosion, and to a lesser extent, delivery delays triggered by customer schedule changes.

        Revenues in the Power Products division decreased 5 percent (1 percent in local currencies) despite a double-digit decline in orders, as the division benefited from high initial backlog, particularly in transformers and high-voltage products. The Power Systems division reported a decline in revenues of 5 percent (1 percent increase in local currencies) where a significant increase of revenues from project implementation in grid systems mostly offset the decline of revenues in substations projects. Revenues in the Discrete Automation and Motion division decreased 18 percent (14 percent in local currencies) driven by (i) lower orders received, as the division generated a significant portion of its revenues from the book-and-bill orders of standard products and (ii) a decline of revenues in robotics due to declining orders and a weak backlog. Revenues in the Low Voltage Products division declined 14 percent (9 percent in local currencies) driven by lower orders in all business units. Revenues in the Process Automation division declined 7 percent (1 percent in local currencies) as a result of declining backlog in pulp and paper, process industries products and turbocharging. Revenues, however, increased in the oil and gasbusinesses and in the minerals businessesour performance-based outsourced maintenance contracts business.


Table of the Process Automation division upon execution of large projects.Contents

        We determine the geographic distribution of our revenues based on the location of the customer, which may be different from the ultimate destination of the products' end use. The geographic distribution of our consolidated revenues was as follows:


  
  
  
 % Change   
  
  
 % Change 
($ in millions)
 2010 2009 2008 2010 2009  2011 2010 2009 2011 2010 

Europe

 12,378 13,093 15,815 (5)% (17)% 14,657 12,378 13,093 18% (5)%

The Americas

 6,213 6,049 6,428 3% (6)% 9,043 6,213 6,049 46% 3  %

Asia

 8,872 8,684 8,967 2% (3)% 10,136 8,872 8,684 14% 2  %

Middle East and Africa

 4,126 3,969 3,702 4% 7% 4,154 4,126 3,969 1% 4  %
                  

Total

 31,589 31,795 34,912 (1)% (9)% 37,990 31,589 31,795 20% (1)%
                  

        In 2011, revenues in Europe grew 18 percent (11 percent in local currencies) on the execution of large Power Systems orders, as well as on demand for automation products across the region. Revenues from the Americas increased 46 percent (43 percent in local currencies and 14 percent excluding the Baldor acquisition). In the U.S., industrial demand grew significantly and the transmission and distribution markets recovered from a low level, while Brazil revenues grew on the execution of large orders. Revenues from Asia increased 14 percent (9 percent in local currencies) on growth from the industrial automation sector in China and India. Revenues in MEA increased 1 percent, however declined 2 percent in local currencies. Weaker large orders in the previous year lead to a decline in revenues in the utilities and oil & gas sector, which offset higher revenues from the other industrial automation sectors.

        In 2010, revenues in Europe decreased 5 percent (4 percent in local currencies) driven mainly by weak revenue generation from the utilities sector in Germany and Spain and alsoas well as from the industrial sector in Finland, Denmark and Norway. Revenues in other major countries in the region were slightly lower or nearly flat compared to 2009 except in Italy and Netherlands where revenues increased in all divisions. Revenues from the Americas increased 3 percent (decreased 1 percent in local currencies) as a result of higher invoicing from the execution of large orders in Brazil which more than offset lower revenues in the U.S. transmission and distribution market. Revenues from Asia increased 2 percent (decreased 2 percent in local currencies) as revenues increased in China, triggered by growth in the industrial sector and decreased in India (in local currencies) on account of weak orders in both utilities and industrial sectors. Revenues in MEA increased 4 percent (4 percent in local currencies) driven by the execution of large orders in system businesses in Kuwait, Iraq, Saudi Arabia and Algeria which were partly offset by lower revenues in Congo and Qatar.

        In 2009, revenues in Europe decreased 17 percent. Revenues were lower in all major countries within the region including Germany and Switzerland due to weak orders and declining backlog especially in the industrial sector. Revenues from the Americas were down 6 percent driven by lower orders in the U.S. market. Revenues however increased in Brazil and Canada on the execution of large projects in the power utilities sector. Revenues from Asia decreased 3 percent with growth in China and South Korea offset by declines in India, Australia and Japan. Revenues from MEA increased


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7 percent backed by strong orders and high initial backlog of large projects in the Power Products, Power Systems and Process Automation divisions.

Cost of sales

        Cost of sales consists primarily of labor, raw materials and components but also includes expenses for warranty, contract losses and project penalties, as well as order-related development expenses incurred in connection with projects for which corresponding revenues were recognized.

        In 2011, cost of sales increased 20 percent (16 percent in local currencies) to $26,556 million. The increase in the cost of sales reflects the growth in revenues from organic businesses and new acquisitions. Cost of sales was negatively affected by higher prices in certain commodities and an unfavorable change in business mix. The increase in the cost of sales in 2011 was partly offset by savings realized from the cost saving initiatives, mainly in the areas of supply management and operational excellence. As a percentage of revenues, cost of sales remained stable at 69.9 percent, as the cost saving initiatives helped to offset continued pricing pressure on revenues.

        In 2010, cost of sales decreased 2 percent (3 percent in local currencies) to $22,060 million in line with the decline in revenues volume. Cost of sales, as a percentage of revenues, decreased to


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69.8 percent from 70.7 percent in 2009. The reduction in cost of sales reflected measures mainly taken in the areas of supply management, global footprint and operational excellence as part of the cost take-out program. Restructuring programs implemented in many countries also helped to reduce costs as our operations benefited from higher production utilization. Savings from these programs were however partly offset by cost overruns in our cables business in our Power Systems division (see "Item 5. Operating and Financial Review and Prospects—Analysis of Results of Operations—Power Systems"). Improvement in the cost of sales as a percentage of revenues in 2010 was also limited by the continued impact of price erosion.

        Cost of sales decreased 6 percent to $22,470 million in 2009, mainly due to lower revenues. However, as a percentage of revenues, cost of sales increased to 70.7 percent from 68.7 percent in 2008. This increase was primarily attributable to higher under-absorption costs arising from lower business volumes, the impact of price erosion, higher restructuring-related charges, and changes in business and product mix (the proportion of revenues from high margin businesses is relatively lower in 2009). The impact of these factors was partly offset by savings realized from measures taken in the areas of supply management, global footprint and operational excellence.

Selling, general and administrative expenses

        The components of selling, general and administrative expenses were as follows:

($ in millions)
 2010 2009 2008  2011 2010 2009 

Selling expenses

 (2,947) (2,868) (2,943) (3,533) (2,947) (2,868)

Selling expenses as a percentage of orders received

 9.0% 9.3% 7.7% 8.8% 9.0% 9.3%

General and administrative expenses

 (1,668) (1,623) (1,852) (1,840) (1,668) (1,623)

General and administrative expenses as a percentage of revenues

 5.3% 5.1% 5.3% 4.8% 5.3% 5.1%
              

Total selling, general and administrative expenses

 (4,615) (4,491) (4,795) (5,373) (4,615) (4,491)
              

Total selling, general and administrative expenses as a percentage of revenues

 14.6% 14.1% 13.7% 14.1% 14.6% 14.1%

Total selling, general and administrative expenses as a percentage of the average of orders received and revenues

 14.4% 14.3% 13.1% 13.7% 14.4% 14.3%

        In 2011, selling expenses increased 20 percent (14 percent in local currencies). Excluding the expenses from Baldor, selling expenses were 14 percent (8 percent in local currencies) higher as compared to 2010. Increase in selling expenses in 2011 continued to be driven by a larger sales force employed by all divisions to strengthen their market presence particularly in the emerging countries. Selling expenses further increased following the growth in orders as certain elements of such expenses, in particular expenses related to order pursuing activities and sales commissions, are variable expenses.

        In 2010, selling expenses increased 3 percent (2 percent in local currencies) due to (i) expenses from newly acquired companies, (ii) more sales resources employed, especially in emerging markets to support order growth and (iii) an increase in variable selling expenses, such as commissions and the costs associated with pursuing orders. Due to the higher orders volume, selling expenses as a percentage of orders received decreased to 9.0 percent from 9.3 percent in 2009.

        SellingIn 2011, general and administrative expenses increased 10 percent (6 percent in 2009 decreased 3local currencies). Excluding expenses from Baldor, general and administrative expenses increased 5 percent from 2008 (but increased 3(1 percent in local currencies). The local currency increase was the result of an increase in doubtful debt allowance, highergeneral and administrative expenses associated with longer tender phases in our systems business, offset2011 was driven primarily by initiatives to strengthen functional support areas especially in part by strict cost controls leading to a reduction of expenses and lower volume-related expensesthe emerging markets such as sales commissions. Expressed asChina, India and the Middle East countries. As a percentage of orders received, sellingrevenues, general and administrative expenses increased 1.6 percentage-pointsdecreased to 4.8 percent from 5.3 percent in 2009, mainly the result of lower orders received.


Table of Contents2010 reflecting a strong increase in revenues on relatively stable expenses achieved through higher efficiency derived from continuous process improvement and improved cost management.

        In 2010, general and administrative expenses increased 3 percent (2 percent in local currencies) compared to 2009. Excluding expenses from newly acquired companies, general and administrative expenses were flat (decreased 1 percent in local currencies).

        In 2009,While selling, general and administrative expenses decreased 12 percent, reflecting savings achieved from our cost take-out program. Total general and administrativeincreased, the expenses as a percentage of average orders and revenues decreased 0.7 percentage points to 5.1 percent from 5.313.7 percent in 2008.2011.


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Non-order related research and development expenses

        In 2011, non-order related research and development expenses increased 27 percent (18 percent in local currencies), as we accelerated efforts to keep ahead with technology advancements in order to maintain industry leadership. The increase was also due to incremental costs of the newly-acquired companies. In 2010, compared to 2009, non-order related research and development expenses increased 4 percent (4 percent in local currencies) to $1,082 million in line with our commitment to maintain a high level of research and development activity.

        In 2009, non-order related research and development expenses increased 1 percent (6 percent in local currencies) compared to 2008.

Non-order related research and development expenses as a percentage of revenues increased to 3.6 percent in 2011 after increasing to 3.4 percent in 2010 after increasing tofrom 3.3 percent in 2009 from 2.9 percent in 2008.2009.

Other income (expense), net

($ in millions)
 2011 2010 2009 

Restructuring expenses(1)

  (26) (54) (111)

Capital gains, net

  40  51  14 

Asset write-downs

  (29) (57) (50)

Income from equity-accounted companies and other income (expense)

  (8) 46  476 
        

Total

  (23) (14) 329 
        

($ in millions)
 2010 2009 2008 

Restructuring expenses(1)

  (54) (111) (5)

Capital gains, net

  51  14  73 

Asset write-downs

  (57) (50) (11)

Income from licenses, equity-accounted companies and other income (expense)

  46  476  (623)
        

Total

  (14) 329  (566)
        

(1)
Excluding asset write-downs

        "Other income (expense), net", typically consists of restructuring expenses, net capital gains (which include gains or losses from the sale of businesses and gains or losses from the sale or disposal of property, plant and equipment,equipment), asset write-downs, as well as our share of income or loss from equity-accounted companies and license income.

        Restructuring and related expenses are recorded in various lines within the Consolidated Income Statements, depending on the nature of the charges. In 2011, restructuring expenses reported in "Other income (expense), net" amounted to $26 million. The expenses were primarily related to Low Voltage Products restructuring initiatives in Germany, France and the U.S., a Power Products restructuring project in Spain and Discrete Automation and Motion restructuring initiatives in the U.S. In 2010, restructuring expenses reported in "Other income (expense), net" were incurred for restructuring projects across all our divisions, principally in the Process Automation, Discrete Automation and Motion, as well as the Power Products divisions. In 2009, restructuring expenses reported in "Other income (expense), net" were incurred for restructuring projects in all of our divisions but mainly in the Discrete Automation and Motion and Process Automation divisions.

        In 2008, restructuring expenses reported in "Other income (expense),2011, "Capital gains, net" were incurred for restructuring projectsamounted to $40 million and included a $45 million net gain from the sales of land and buildings mainly in the Power ProductsVenezuela, Nigeria, Sweden, Brazil and Process Automation divisions.

        In 2010,Switzerland. "Capital gains, net", in 2010, consisted mainly of $35 million in gains on the sale of land and buildings, mainly in Sweden, Norway and Austria, as well as a $13 million gain on the sale of an equity-accounted company in Colombia. In 2009, "Capital gains, net" consisted primarily of gains from the sale of real estate, properties, mainly in Norway, France, Switzerland and the Netherlands.

        In 2008, "Capital gains, net" consisted2011, "Asset write-downs" amounted to $29 million, reflecting a total of $20 million write-downs and impairment of tangible and intangible assets related mainly of $14to restructuring projects in various countries, and a $9 million impairment on the investment in gains from the sale of shares and participations, $10 million income from the release of a provision from a legal claim settlement related to the sold Air Handling business and $47 million capital gains from the sale of real estate properties, mainlylisted company. "Asset write-downs" in Switzerland, Brazil, Italy, Norway, the United Kingdom, Mexico, and Poland. Additionally, in 2008, we


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recorded adjustments to the gain on the sale of Jorf Lasfar and Neyveli (two power plants in which we held a 50 percent stake) of $16 million related to the favorable outcome on an outstanding tax case.

        In 2010, "Asset write-downs" included $23 million for the impairment, prior to the sale, of two equity-accounted companies in the Ivory Coast, and other impairments and write-downs of tangible and intangible assets primarily related to Russia, Thailand, Czech Republic and the United States. Asset write-downs"Asset write-downs" in


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2009 included thea $10 million impairment of certain fixed assets in the United States ($10 million) and other impairments and write-downs of tangible and intangible assets primarily relating to ongoing restructuring programs in various countries. Asset write-downs

        "Income from equity-accounted companies and other income (expense)" in 20082011 amounted to a net loss of $8 million mainly due to charges related to the distributed energy business in Great Britaindeconsolidation of a Russian subsidiary, partly offset by income from equity-accounted companies and other minor impairments.

income from license fees. In 2010, "Income from licenses, equity-accounted companies and other income (expense)" primarily consistconsisted of a $22 million release of provisions and income of $13 million from a break-fee related to the withdrawn bid to acquire Chloride Group PLC. In 2009, "Income from licenses, equity-accounted companies and other income (expense)" primarily consisted of the partial release of provisions related to the investigations in the power transformers business after the European Commission imposed a fine of 33.75 million euroseuro (equivalent to $49 million on date of payment) in October 2009. Additionally, license income of approximately $5 million, mainly from Switzerland and Germany, was included in this line item. In 2008, "Income from licenses, equity-accounted companies and other income (expense)" primarily consisted of provisions for the ongoing investigations in the power transformers business by the European Commission, the German Federal Cartel Office, as well as the investigations by the U.S. Securities and Exchange Commission (SEC) and the U.S. Department of Justice (DoJ) which were recorded in Corporate and Other (see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements). Income from equity-accounted companies in 2008 was generated from our equity ventures investment in Colombia and other investments in Italy, Finland and Germany and license income was generated mainly from Japan.

Earnings before interest and taxes


  
  
  
 % Change   
  
  
 % Change 
($ in millions)
 2010 2009 2008 2010 2009  2011 2010 2009 2011 2010 

Power Products

 1,622 1,969 2,100 (18)% (6)% 1,476 1,636 1,959 (10)% (16)%

Power Systems

 111 388 592 (71)% (34)% 548 114 394 381% (71)%

Discrete Automation and Motion

 926 557 1,066 66% (48)% 1,294 911 574 42% 59  %

Low Voltage Products

 806 519 819 55% (37)% 904 788 518 15% 52  %

Process Automation

 755 643 958 17% (33)% 963 759 626 27% 21  %
                  

Operating divisions

 4,220 4,076 5,535 4% (26)% 5,185 4,208 4,071 23%   3  %

Corporate and Other

 (402) 50 (983) n.a. n.a.  (450) (402) 50 (12)% n.a. 

Intersegment elimination

 (68) 12 5     
                  

Total

 3,818 4,126 4,552 (7)% (9)% 4,667 3,818 4,126 22% (7)%
                  

        In 20102011, EBIT decreased 7increased 22 percent (8(14 percent in local currencies) while in 2009,2010, EBIT decreased 97 percent (8 percent in local currencies) as a result of the factors discussed above.


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        EBIT margins were as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Power Products

 15.9 17.5 17.7  13.6 16.0 17.4 

Power Systems

 1.6 5.9 8.6  6.8 1.7 6.0 

Discrete Automation and Motion

 16.5 10.3 16.2  14.7 16.2 10.6 

Low Voltage Products

 17.7 12.7 17.3  17.0 17.3 12.7 

Process Automation

 10.2 8.2 11.4  11.6 10.2 8.0 

Operating divisions

 12.2 11.6 14.4  12.5 12.2 11.6 

Total

 12.1 13.0 13.0  12.3 12.1 13.0 

        In 2011, EBIT margin increased 0.2 percentage points to 12.3 percent. The increase in EBIT and EBIT margin reflects the contribution from higher volumes including the $1,950 million of revenues from Baldor. Costs savings generated in 2011 further improved the EBIT and EBIT margin as the amount of those savings more than offset the impact from price pressure that continued particularly in the power sector. Profitability was affected by an unfavorable business mix, higher amortization from the intangibles from the Baldor acquisition and continued investments in sales and research and development offset by the non-recurrence of project-related charges in 2010 in the Power Systems division.


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        In 2010, EBIT margin in the operating divisions increased, driven by a strong recovery in the short-cycle business, particularly in our automation divisions. Price pressures continued in 2010; however the impact on earnings was more than offset by savings generated from the cost take-out program. EBIT margin in 2010 was lower in the Power Products division compared to 2009, mainly due to lower revenues (see "Item 5. Operating and Financial Review and Prospects—Analysis of Results of Operations—Power Products"), while in the Power Systems division EBIT margin declined as a result of losses in the cables business (see "Item 5. Operating and Financial Review and Prospects—Analysis of Results of Operations—Power Systems").

        In 2009, EBIT margins in the divisions were negatively impacted by restructuring-related costs, price pressures mainly inFor further detail of Operational EBITDA and Operational EBITDA margin see "—Divisional analysis" below and see "Note 22 Operating segment and geographic data" to our short-cycle businesses, lower volume and decreased capacity utilization, and lower revenues from higher-margin product businesses. These impacts were partly offset by cost savings in sourcing, general and administrative expenses as well as footprint adjustments and operational excellence initiatives. The releaseConsolidated Financial Statements for a reconciliation of compliance provisions recorded in "Corporate and Other" positively impacted the consolidated margin in 2009 comparedOperational EBITDA to 2008.EBIT.

Net interest and other finance expense

        Net interest and other finance expense consists of "Interest and dividend income" offset by "Interest and other finance expense".

        "Interest and other finance expense" includes interest expense on our debt, the amortization of upfront costs associated with our credit facility and our debt securities, commitment fees on our bank facility and exchange losses on financial items, offset by gains on marketable securities and exchange gains on financial items.

($ in millions)
 2010 2009 2008  2011 2010 2009 

Interest and dividend income

 95 121 315  90 95 121 

Interest and other finance expense

 (173) (127) (349) (207) (173) (127)
              

Net interest and other finance expense

 (78) (6) (34) (117) (78) (6)
              

        In 2011, "Interest and dividend income" declined compared to 2010, primarily due to the lower average aggregate level of "Cash and equivalents" and "Marketable securities and short-term investments" in 2011 compared to 2010, as the funds were used to finance the acquisition of businesses such as Baldor (a cash outflow of $4,276 million in January 2011—see "Note 3 Acquisitions, increases in controlling interests and divestments" to our Consolidated Financial Statements).

        "Interest and dividend income" decreased in 2010 compared to 2009. This decrease iswas primarily due to the lower level of interest rates during 2010 as a whole, compared to 2009. During the first six months of 2009, interest rates on euro-denominatedEUR-denominated balances, which constituteconstituted a significant portion of our total "Cash and equivalents" and "Marketable securities and short-term investments" balances, were higher than during the rest of 2009 and 2010.

        In 2011, "Interest and dividend income" decreased in 2009other finance expense" increased compared to 2008 due to the continued fall in market interest rates and despite2010, primarily reflecting i) the increase in long-term debt (from $1,139 million at December 31, 2010, to $3,231 million at December 31, 2011) as a result of $1,829 millionthe bonds issued in our net cash (defined as "Cash and equivalents" and "Marketable securities and short-term investments" less the sum of "Short-term debt and current maturities of long-term debt" and "Long-term debt"—2011—see "Liquidity and Capital Resources" for a further discussion).


Table of Contentsdiscussion, ii) the increase in EUR-denominated interest rates (our EUR-denominated bonds have been swapped into floating rate obligations—see "Note 12 Debt" to our Consolidated Financial Statements) and iii) movements in foreign exchange rates that have resulted in higher foreign exchange losses on financial items in 2011 than in 2010.

        "Interest and other finance expense" increased in 2010 compared to 2009. However, the 2009 figure of $127 million is a net figure that includes the realization of foreign exchange gains on certain government bonds that were recorded in "Accumulated other comprehensive loss" at December 31, 2008 (as described below).2008. If these gains are excluded to allow comparability betweenfrom the 2009 and 2008,figure, "Interest and other finance expense" decreased in 2010 compared to 2009, reflecting the continued low level of interest rates throughout 2010.


        "Interest and other finance expense" decreased in 2009 compared to 2008 primarily due to certain one-off items described below and the overall fall in market interest rates over the period. Firstly, in 2008, we recorded a $20 million other-than-temporary impairment on available-for-sale equity fund securities held by our captive insurance business, as we did not expect the market valuesTable of these securities to recover to their cost basis in the near term, given the market conditions at that time. Secondly, at December 31, 2008, we recorded $102 million in foreign exchange losses on the remeasurement into U.S. dollars of funding (in euro) of our euro-denominated investment in government bonds, designated as available-for-sale securities. The corresponding foreign exchange gains on these securities were part of their change in market values recorded in "Accumulated other comprehensive loss" in equity at December 31, 2008 and were the result of the significant move in the EUR/USD exchange rate in the month of December 2008 and the amount of the EUR-denominated funding of these securities (1.06 billion euro). The foreign exchange gains on the government bonds were released to the income statement in 2009, when these securities matured and contributed to the reduction in the total "Interest and other finance expense" in 2009 compared to 2008.Contents

Provision for taxes

($ in millions)
 2010 2009 2008  2011 2010 2009 

Income from continuing operations, before taxes

 3,740 4,120 4,518  4,550 3,740 4,120 

Provision for taxes

 (1,018) (1,001) (1,119) (1,244) (1,018) (1,001)

Effective tax rate for the year

 27.2% 24.3% 24.8% 27.3% 27.2% 24.3%

        The provision for taxes in 2011 represented an effective tax rate of 27.3 percent and included:

        The provision for taxes in 2010 represented an effective tax rate of 27.2 percent and included:

        The provision for taxes in 2009 represented an effective tax rate of 24.3 percent and included:

        Certain provisions recorded as an expense in 2008 and the release of certain of these provisions in 2009, primarily related to alleged anti-competitive practices, originated in jurisdictions with a tax rate other than the weighted-average tax rate.

        The provision for taxes in 2008 represented an effective tax rate of 24.8 percent and included:


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Income from continuing operations, net of tax

        As a result of the factors discussed above, income from continuing operations, net of tax, increased by $584 million to $3,306 million in 2011 compared to 2010, and decreased by $397 million to $2,722 million in 2010 compared to 2009, and decreased by $280 million to $3,119 in 2009 compared to 2008.

Income (loss) from discontinued operations, net of tax

        "Income (loss) from discontinued operations, net of tax" was as follows:

($ in millions)
 2010 2009 2008 

Downstream Oil and Gas business sold in 2007

  (13) 21  (5)

Transformer business in South Africa sold in 2008

      13 

Asbestos

      (31)

Other

  23  (4) 2 
        

Total

  10  17  (21)
        

        The $23 million net income in "Other" in 2010 included $29 million related to the release of provisions for certain environmental obligations that were subsequently settled in February 2011, offset by several insignificant expenses. For further discussion on the discontinued operations see "Note 3 Acquisitions, divestments and discontinued operations" and "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.2009.

Net income attributable to ABB

        As a result of the factors discussed above, net income attributable to ABB increased $607 million to $3,168 million in 2011 compared to 2010 and decreased by $340 million to $2,561 million in 2010 compared to 2009 and decreased by $217 million to $2,901 million in 2009 compared to 2008.2009.

Earnings (loss) per share attributable to ABB shareholders

(in $)
(in $)
 2010 2009 2008  2011 2010 2009 

Income from continuing operations, net of tax:

Income from continuing operations, net of tax:

  

Basic

 1.12 1.26 1.37 

Diluted

 1.11 1.26 1.37 

Basic

 1.38 1.12 1.26 

Diluted

 1.38 1.11 1.26 

Net income attributable to ABB:

Net income attributable to ABB:

  

Basic

 1.12 1.27 1.36 

Diluted

 1.12 1.27 1.36 

Basic

 1.38 1.12 1.27 

Diluted

 1.38 1.12 1.27 

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        Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise: outstanding written call options; outstanding options and shares granted subject to certain conditions


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under our share-based payment arrangements. See "Note 20 Earnings per share" to our Consolidated Financial Statements.

Divisional analysis

Power Products

        The financial results of our Power Products division were as follows:

 
  
  
  
 % Change 
($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 2011 2010 

Orders

  11,068  9,778  10,940  13% (11)%

Order backlog at December 31,

  8,029  7,930  8,226  1% (4)%

Revenues

  10,869  10,199  11,239  7% (9)%

Operational EBITDA

  1,782  1,861  2,136  (4)% (13)%

Operational EBITDA Margin %(1)

  16.3% 18.2% 19.0% n.a.  n.a. 

EBIT

  1,476  1,636  1,959  (10)% (16)%

 
  
  
  
 % Change 
($ in millions except EBIT Margin %)
 2010 2009 2008 2010 2009 

Orders

  9,778  10,940  13,627  (11)% (20)%

Order backlog at December 31,

  7,930  8,226  7,977  (4)% 3%

Revenues

  10,199  11,239  11,890  (9)% (5)%

EBIT

  1,622  1,969  2,100  (18)% (6)%

EBIT Margin %(1)

  15.9% 17.5% 17.7% n.a.  n.a. 

(1)
EBITOperational EBITDA Margin % is calculated as EBITOperational EBITDA divided by revenuesOperational revenues.

Reconciliation to Financial Statements

($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 

Operational revenues

  10,901  10,202  11,229 

FX/commodity timing differences on Revenues(1)

  (32) (3) 10 
        

Revenues (as per Financial Statements)

  10,869  10,199  11,239 

Operational EBITDA

  
1,782
  
1,861
  
2,136
 

FX/commodity timing differences on EBIT(1)

  (36) (4) 85 

Restructuring-related costs

  (70) (44) (77)

Reversal of depreciation and amortization

  (200) (177) (185)
        

EBIT (as per Financial Statements)

  1,476  1,636  1,959 

Operational EBITDA Margin %

  
16.3

%
 
18.2

%
 
19.0

%

(1)
For further details of FX/commodity timing differences, see "Note 22 Operating segment and geographic data".

Orders

        In 2011, orders were up 13 percent (8 percent in local currencies) driven by investments in the power distribution and industry sectors. Both large and base orders grew during the year.

        In 2010, orders were down 11 percent (13 percent in local currencies) primarily due to lower large orders in the transmission sector, which could not be compensated by an improvement in the distribution and industrial sectors. Order intake was further impacted by lower price levels due to weaker market conditions and increased competition.


        In 2009, orders were down 20 percent (14 percent in local currencies) primarily due to lower demand from industrial and construction-related markets as well as from the distribution sector. Order intake was further impacted by lower price levels due to weaker market conditions and the pass-throughTable of reduced commodity costs.Contents

        The geographic distribution of orders as a percentage of total orders for our Power Products division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 35 34 38  32 35 34 

The Americas

 26 23 24  26 26 23 

Asia

 29 33 30  33 29 33 

Middle East and Africa

 10 10 8  9 10 10 
              

Total

 100 100 100  100 100 100 
              

        In 2011, the contribution of orders from the Americas remained at the same level, but volumes were higher than in 2010, mainly driven by demand for distribution and transmission-related products. Europe's share declined due to slowdown in investments as a result of the macroeconomic situation. We saw a growth in Asia's contribution with significant large order wins in China as well as higher base orders. The share of MEA remained around the same level as in 2010.

        In 2010, the share of orders from Europe and the Americas improved despite declining order intake due to lower volumes in emerging markets. We saw a significant slowdown in China, resulting from local buying preference, and also in India. MEA remained flat as a percentage of total orders but declined in volume terms due to less large orders.

        In 2009, the share of orders from Europe and the Americas decreased due to unfavorable macro-economic conditions. However, these regions continued to generate over 50 percent of our order volume. Meanwhile, emerging markets in Asia and MEA showed relatively greater resilience and continued to invest in infrastructure projects, leading to an increase in their share of the total order volume.


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Order backlog

        In 2010,2011, order backlog decreasedincreased 1 percent (4 percent in local currencies) after decreasing 4 percent (5 percent in local currencies) after increasing 3in 2010 compared to 2009. The increase in order backlog in 2011 reflects the higher order intake from the power distribution and industry sectors as well as some significant large orders in the transmission sector.

Revenues

        In 2011, revenues grew 7 percent (decreased 2(2 percent in local currencies) due to higher volumes in 2009. This was mainly the short- and mid-cycle business such as medium-voltage equipment and distribution transformers. Revenues from late-cycle businesses such as large power transformers were flat partly as a result of the lower largetransmission-related order intake in the transmission sector which formsbacklog. Service revenues saw a significant part of the order backlog.

Revenuesdouble-digit growth.

        In 2010, revenues decreased 9 percent (11 percent in local currencies) due to the slower conversion cycle of large projects in the order backlog. However, the shortshort- and mid-cycle businesses (for example, medium-voltage equipment and distribution transformers), increased their contribution as a result of the revival in the distribution and industrial sectors.

        Revenues decreased 5 percent (1 percent in local currencies) in 2009 due to the lower contribution of shorter-cycle businesses mainly related to the industrial and construction sectors, as reflected in the order intake. This includes businesses such as medium-voltage equipment and distribution transformers.

The geographic distribution of revenues for our Power Products division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 34 35 38  34 34 35 

The Americas

 26 25 24  27 26 25 

Asia

 31 31 30  30 31 31 

Middle East and Africa

 9 9 8  9 9 9 
              

Total

 100 100 100  100 100 100 
              

        In 2011, the regions maintained their share of total revenues. The Americas showed a small increase due to growth in the U.S. Asia's share was slightly lower due to a lower transmission-related backlog.


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        In 2010, the geographicalgeographic distribution of revenues followed similar trends as orders but revenues were down in all the regions. Europe's share declined marginally due to slower order backlog conversion of large projects and the Americas' share improved due to increased book and bill revenues from the distribution relateddistribution-related businesses. In Asia and MEA the share of revenues remained at similar levels as the previous year.

Operational EBITDA

        In 2009, the geographical distribution of revenues followed similar trends as orders but Europe's share declined slightly due to2011, Operational EBITDA and Operational EBITDA margin were lower revenues in Russia and a challenging market environment. The Americas reported marginally positive growth in local currencies mainly due to increased revenues from transmission sector related products which compensated for the lower sales of distribution related products. In Asia, revenues dipped marginally due to delays in customer acceptance of deliveriesprimarily due to the slowdown in execution of infrastructure projectslower margin orders from the backlog, reflecting the continued pricing pressure in a weakeran extremely competitive market environment. MEA recorded positive growth in revenues, as several large projects were executed during the year.

Earnings before interest and taxesacross all businesses. However, cost savings partly mitigated this price impact.

        Lower EBITOperational EBITDA and EBITOperational EBITDA margin in 2010 were mainly the result of lower cost absorption on the basis of lower revenues as well as the impact of price declines in certain emerging markets. In 2009, EBIT and EBIT margin were lower, mainly due to reduced revenues and a lower share of higher-margin short-cycle product revenues compared to 2008. Total restructuring-related charges in 2010 and 2009 amounted to $44 million and $77 million, respectively. In 2008, the transformer consolidation program was completed and $46 million of charges were recorded.

Fiscal year 20112012 outlook

        WeMarket uncertainty persists as a result of continued macroeconomic challenges. Debt burden in mature economies combined with inflation and interest rate challenges in large emerging markets is affecting industrial investment and utility spending in the power sector. This uncertainty is likely to continue in the short term and we expect to see signs of improvementfocused investments in specific sectors until overall economic stability returns. While demand in the power distribution and industrialindustry sectors which is reflectedcontinues to be stable, transmission sector recovery depends on an overall improvement in our distribution related businesses such as medium voltage productseconomic conditions and distribution transformers. Investments in power transmission are expected to pick up in the second half of 2011.utilities becoming more proactive on capital investment.

        The mediummedium- and long-term growth drivers for thisthe business remain intact. This includesThese include the buildup of capacity in


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emerging markets, increasing focus on renewables, energy efficiency, development of smarter, more reliable and flexible grids, as well as economic stimulus packages targeted at strengthening power infrastructure.

Power Systems

        The financial results of our Power Systems division were as follows:

 
  
  
  
 % Change 
($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 2011 2010 

Orders

  9,278  7,896  7,830  18% 1  %

Order backlog at December 31,

  11,570  10,929  9,675  6% 13  %

Revenues

  8,101  6,786  6,549  19% 4  %

Operational EBITDA

  743  304  532  144% (43)%

Operational EBITDA Margin %(1)

  9.1% 4.5% 8.2% n.a.  n.a. 

EBIT

  548  114  394  381% (71)%

 
  
  
  
 % Change 
($ in millions except EBIT Margin %)
 2010 2009 2008 2010 2009 

Orders

  7,896  7,830  7,408  1% 6%

Order backlog at December 31,

  10,929  9,675  7,704  13% 26%

Revenues

  6,786  6,549  6,912  4% (5)%

EBIT

  111  388  592  (71)% (34)%

EBIT Margin %(1)

  1.6% 5.9% 8.6% n.a.  n.a. 

(1)
EBITOperational EBITDA Margin % is calculated as EBITOperational EBITDA divided by revenuesOperational revenues.

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Reconciliation to Financial Statements

($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 

Operational revenues

  8,128  6,783  6,508 

FX/commodity timing differences on Revenues(1)

  (27) 3  41 
        

Revenues (as per Financial Statements)

  8,101  6,786  6,549 
        

Operational EBITDA

  743  304  532 

FX/commodity timing differences on EBIT(1)

  3  (58) (2)

Restructuring-related costs

  (54) (48) (90)

Reversal of depreciation and amortization

  (144) (84) (46)
        

EBIT (as per Financial Statements)

  548  114  394 

Operational EBITDA Margin %

  
9.1

%
 
4.5

%
 
8.2

%

(1)
For further details of FX/commodity timing differences, see "Note 22 Operating segment and geographic data".

Orders

        Order intake in 2011 increased 18 percent (12 percent in local currencies) with growth in both large and base order business. Customers in emerging countries continued to invest in infrastructure development and new capacity, while mature markets focused on grid upgrades and the integration of renewable energy sources. Demand for power solutions to support industrial growth and distribution networks also contributed to the growth. Large orders secured in 2011 included a HVDC Light® transmission link to connect offshore North Sea wind farms to the German mainland grid with a value of approximately $1 billion, and another HVDC Light® power transmission link between Norway and Denmark, with a value of approximately $180 million. Large orders in 2011 also included an Ultra High Voltage Direct Current (UHVDC) transmission order from India to supply hydropower across 1,700 kilometers, with a value of around $900 million.

        Continuous price pressure in some of our key geographical markets negatively impacted orders in 2011 as in 2010. Orders in 2011 included a $47 million contribution from Mincom, an Australia-based software company specializing in solutions for mining and other asset-intensive industries, that was acquired in the third quarter of 2011.

        Order intake in 2010 increased 1 percent (decreased 1 percent in local currencies). Strong growth in base orders, seen in industrial and distribution markets, more than compensated for a decrease in large orders resulting from the timing of large scale transmission infrastructure investments. The demand drivers for power systems business remainwere favorable, asled by the focus on renewable energy, interconnections and grid reliability is expected to continue.reliability. Large orders secured in 2010 included HVDC Light® transmission links connecting three North Sea wind farms to the German power grid, (project DolWin with a value of approximately $700 million),million, and another between the Nordic and Baltic regions, (project NordBalt with a value of approximately $580 million). Continuous price pressure in some of our key geographical markets negatively impacted orders in 2010.million. Orders in 2010 included $97 million from Ventyx, a software provider and key player in the field of energy management that was acquired in the second quarter of 2010.

        Order intake in 2009 increased 6 percent (17 percent in local currencies), compared to 2008, with power transmission orders from utility customers compensating for lower demand in the industrial and power distribution sectors. A slow-down in base orders was more than offset by strong growth in large orders. Large orders secured in 2009 included the $550 million EirGrid power link project where our HVDC Light® technology will facilitate the integration of renewable energy and enhance capacity and stability of both the Irish and the U.K. transmission grids. A $540 million HVDC contract was received for the world's longest power transmission link (project Rio Madeira) to be constructed in Brazil, bringing remote hydro power to urban centers around São Paulo. Orders in 2009 also included a $400 million substation project in Kuwait to further enhance the country's electrical transmission grid.

The geographic distribution of orders as a percentage of total orders for our Power Systems division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 47 33 39  40 47 33 

The Americas

 14 22 16  17 14 22 

Asia

 15 16 20  27 15 16 

Middle East and Africa

 24 29 25  16 24 29 
              

Total

 100 100 100  100 100 100 
              

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        In 2010,2011, Europe remained the largest region in terms of order intake. As in 2009,2010, the strong political commitment in Europe to increase the share of renewables in the energy mix contributed to order growth. We saw a substantial growth in orders from Asia in 2011, mainly on the timing of large order awards from India. The share of orders from the Americas increased in 2011, driven by the United States, Canada and adaptBrazil. The 2011 order share from the gridsMEA region decreased in 2011, due to make them


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"smarter"large order awards, combined with increased competitiveness and more reliablepricing pressure.

        In 2010, MEA was increasingly being translated into actions and hence orders. MEA continued to be our second largest region in terms of orders, in 2010,following Europe, despite a lower order intake than in 2009. The order share from the Americas decreased as a drop in large orders offset a growth in base orders. Lower orders from Asia mainly reflected an order decline in India from a high level the year before, relating to the timing of large order awards.

        Europe was the largest region in terms of order intake in 2009, followed by MEA, where demand growth in several countries in the Middle East, led by Kuwait and Saudi Arabia, more than offset a slower order intake in Southern Africa. Significant growth in the Americas was helped by the large order intake in Brazil. Orders also grew in Mexico as further investments were made to meet the rising demand for energy and enhance grid reliability and efficiency. The share of orders from Asia decreased as lower volumes in China and Australia could not be fully compensated by a higher order intake in India.

Order backlog

        Order backlog at December 31, 2011, reached a record level of $11,570 million, corresponding to an increase of 6 percent (11 percent in local currencies). Whereas the share of large orders in our order backlog remained fairly consistent, we have an increased proportion of large projects with more than 2 years execution time in the mix.

        Order backlog at December 31, 2010, increased 13 percent (12 percent in local currencies), resulting mainly from a further increase in the share of large orders as a proportion of total orders. Large projects stay longer in the order backlog than base orders, as the project execution time is considerably longer.

        Order backlog at December 31, 2009, increased 26 percent (20 percent in local currencies), due mainly to the strong growth in large order intake.

Revenues

        In 2010, revenuesRevenues in 2011 increased 419 percent (2(14 percent in local currencies). Among our businesses, the revenue growth was led by power generation,Grid Systems, reflecting the strong order backlog at the beginning of the yearyear. Revenue growth in Power Generation resulted from a strong order backlog and a higher book and bill ratio in 20102011 than in 20092010 (orders that can be converted to revenues within the same calendar year). A revenue increase in Network Management was helped by the software businesses acquired in 2011 and 2010. Revenues in 2011 included $47 million from Mincom since the date of acquisition.

        In 2010, revenues increased 4 percent (2 percent in local currencies). The revenue growth was led by Power Generation, reflecting a strong order backlog at the beginning of the year and higher base orders in 2010 than in 2009. Revenues in 2010 included $97 million from Ventyx since the date of acquisition.

        Revenues decreased 5 percent (increased 1 percent in local currencies) in 2009 as compared with 2008. The revenue development in 2009 mainly reflected the scheduled project execution of the order backlog. The lower share of base orders led to a lower book and bill ratio in 2009 than in 2008.

The geographic distribution of revenues for ourthe Power Systems division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 34 39 42  40 34 39 

The Americas

 21 15 14  20 21 15 

Asia

 17 18 18  18 17 18 

Middle East and Africa

 28 28 26  22 28 28 
              

Total

 100 100 100  100 100 100 
              

        In 2011, the share of revenues from Europe, the largest region for the division, increased further. Revenues from MEA, the second largest region, were lower, reflecting scheduled project execution. Revenues grew in the Americas, mainly driven by Brazil, while the revenue growth from Asia was led by Australia and India.

        Europe continued to bewas the largest region in terms of revenues in 2010, even though revenues from the region were lower than in 2009, mainly reflecting scheduled project execution.2009. The share of revenues from the MEA region remained largely unchanged,


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while revenues from the Americas increased, led by growth in Brazil. Revenues were flat in Asia, as an increase in India helped offset lower revenues from other parts of the region.

        2009Operational EBITDA

        In 2011, Operational EBITDA increased 144 percent (132 percent in local currencies). The higher Operational EBITDA and Operational EBITDA margin in 2011 was mainly the result of higher revenues, the non-recurrence of project-related charges in Europe were lower than in 2008, reflecting the project execution scheduled,cables business, as well as lower booksuccessful claims management. Sales expenses, as well as general and bill volumes. There was a smalladministrative expenses increased mainly following the acquisition of Ventyx and Mincom. The increase in sales expenses also reflected higher bad debt provisions than in 2010. Higher research and development spending, as well as the impact from lower prices on past orders now flowing through to revenues, in the Americas, ledwere largely offset by growth in Mexico and Brazil. In the MEA region, revenues increased on project progress particularly in


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Namibia, Saudi Arabia and Kuwait, which more than compensated for the postponements of a few projects in the United Arab Emirates.

Earnings before interest and taxes

        EBIT for the Power Systems division decreased 71 percent (77 percent in local currencies) in 2010, compared with a decrease of 34 percent (29 percent in local currencies) in 2009. The EBIT margin for the division decreased to 1.6 percent in 2010, compared with 5.9 percent and 8.6 percent in 2009 and 2008, respectively.cost savings.

        The decrease in EBITOperational EBITDA and EBITOperational EBITDA margin in 2010 was primarily attributable to cost overruns exceeding $200 million in a small number of subsea cable projects. The cost overruns mainly related to cable laying and trenching activities. Lower prices on past orders now flowing through to revenues, negatively impacted the gross margin and the EBITOperational EBITDA margin. EBITOperational EBITDA was also impacted by increased sales expenses, following high tendering activity, as well as increased spending for research and development. Amortization expenses increased, mainly following the acquisition of Ventyx. These negative EBITOperational EBITDA impacts were partly offset by savings from the cost take-out program and the release of provisions related to the business in Russia and settlements with the U.S. Securities and Exchange Commission and Department of Justice. Restructuring-related expenses in 2010 were $48 million compared to $90 million in 2009, but remained at a relatively high level.

        The lower EBIT and EBIT margin in 2009, compared to 2008, were primarily the result of restructuring-related charges, lower revenues, higher research and development spending, as well as increased sales cost from higher tendering activity.

Fiscal year 20112012 outlook

        While we already seeThe Power Systems market continues to be dynamic with a degree of uncertainty resulting from the revival ofmacroeconomic challenges such as the distributiondebt burden in many mature economies as well as inflation and industrial sectors, transmission activity is expected to pick up towardsinterest rate challenges in large emerging markets. However, the second half of 2011. Keyfundamental market drivers for the Power Systems division continue to be economic growth andremain intact. This includes power infrastructure investment oninvestments in new capacities in emerging markets, integration of renewable energy sources,and aging infrastructure upgrades of aging infrastructure,in mature markets as well as the increasing global focus on renewables, energy efficiency, and the development of more reliable, flexible and smarter grids.

Discrete Automation and Motion

        The financial results of our Discrete Automation and Motion division were as follows:

 
  
  
  
 % Change 
($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 2011 2010 

Orders

  9,566  5,862  4,702  63% 25%

Order backlog at December 31,

  4,120  3,350  3,046  23% 10%

Revenues

  8,806  5,617  5,405  57% 4%

Operational EBITDA

  1,664  1,026  773  62% 33%

Operational EBITDA Margin %(1)

  18.9% 18.3% 14.4% n.a.  n.a. 

EBIT

  1,294  911  574  42% 59%

 
  
  
  
 % Change 
($ in millions except EBIT Margin %)
 2010 2009 2008 2010 2009 

Orders

  5,862  4,702  7,129  25% (34)%

Order backlog at December 31,

  3,350  3,046  3,595  10% (15)%

Revenues

  5,617  5,405  6,588  4% (18)%

EBIT

  926  557  1,066  66% (48)%

EBIT Margin %(1)

  16.5% 10.3% 16.2% n.a.  n.a. 

(1)
EBITOperational EBITDA Margin % is calculated as EBITOperational EBITDA divided by revenuesOperational revenues.

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Reconciliation to Financial Statements

($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 

Operational revenues

  8,817  5,613  5,374 

FX/commodity timing differences on Revenues(1)

  (11) 4  31 
        

Revenues (as per Financial Statements)

  8,806  5,617  5,405 
        

Operational EBITDA

  1,664  1,026  773 

FX/commodity timing differences on EBIT(1)

  (19) (2) 29 

Restructuring-related costs

  (10) (35) (154)

Acquisition-related expenses and certain non-recurring items

  (90)    

Reversal of depreciation and amortization

  (251) (78) (74)
        

EBIT (as per Financial Statements)

  1,294  911  574 

Operational EBITDA Margin %

  
18.9

%
 
18.3

%
 
14.4

%

(1)
For further details of FX/commodity timing differences, see "Note 22 Operating segment and geographic data".

Orders

        In 2011, orders increased 63 percent (57 percent in local currencies) reflecting both increased demand for energy-efficient automation solutions, as well as the contribution from the U.S.-based industrial motor manufacturer Baldor, acquired in January 2011 (approximately half of the division's order growth related to the Baldor acquisition). Highest order growth was achieved in Motors and Generators due to the Baldor integration while Robotics orders increased due to improving demand in automotive and general industry sectors.

        Orders grew strongly in 2010, due to increased market demand compared to the low level of 2009. Orders in low-voltage (LV) drives and LV motors increased in 2010, as a result of increased demand in process industries segment and investments in renewable energy sectors such as wind and solar. The automotive industry recovered from the low level of 2009, and increased investments made by car manufacturers, as well as general industry customers, led to strong order growth for our roboticsRobotics business.


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        In 2009, orders declined by 34 percent due to the economic downturn worldwide. All businesses reported lower orders as most market segments and regions were negatively affected by the worldwide economic recession. Our robotics business decreased 54 percent as the automotive industry postponed or cancelled many investments.

        The geographic distribution of orders as a percentage of total orders for our Discrete Automation and Motion division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 46 49 57  37 46 49 

The Americas

 16 13 15  32 16 13 

Asia

 34 33 25  28 34 33 

Middle East and Africa

 4 5 3  3 4 5 
              

Total

 100 100 100  100 100 100 
              

        All regions increased orders in 2011, with the highest growth in the Americas due to the Baldor acquisition. With Baldor's substantial presence in the U.S., the Americas' share of the total division's orders doubled in 2011, compared to 2010, and therefore all other regions' shares declined. The division has now a more balanced global presence with three equally strong regions—Europe, the Americas and Asia.

        Orders grew in most of the regions in 2010, with the most significant increases being in Asia and the Americas. A strong recovery in the automotive and process industry markets in the United States contributed to the high increase in the Americas. Orders in China grew 44 percent, mainly driven by the roboticsRobotics and LV drives businesses. In Europe orders increased 18 percent due to improved market demand but Europe's share of total orders decreased as other regions grew more.


        In 2009, the shareTable of orders from Europe and the Americas declined as the recession affected these regions more than the emerging markets in Asia. Orders in China and India increased, albeit at a lower rate than prior years.Contents

Order backlog

        Order backlog in 2011 increased as orders were higher than revenues during the year. The highest increase came from Robotics, due to the high level of orders which will be delivered in 2012 or later.

        Order backlog in 2010 increased 10 percent as orders were higher than revenues for most businesses, especially in the LV drives, roboticsRobotics and LV motors businesses. Order backlog in the machineslarge motors and generators business decreased as large orders were delivered during the year.

        TheRevenues

        Revenues in 2011 increased at a similar pace to orders, on the solid execution of the strong order backlog was substantially reduced in 2009 following the weak order intake for productsand due to the recession. The reductionBaldor acquisition (which accounted for approximately 60 percent of order backlogthe division's revenue growth). Highest growth was achieved in 2009 was alsomotors and generators, due to the acquisition of Baldor, and Robotics as a result of high shipments by businesses with longer delivery times such as power electronics.

Revenuesthe strong order growth.

        Revenues in 2010 increased 4 percent as a result of the high order growth for products such as LV drives, roboticsRobotics and LV motors. Longer-cycle businesses such as power electronics and machineslarge motors and generators reported lower revenues due to a weak backlog at the beginning of the year.

        Revenues declined 18 percent in 2009 mainly due to weak order intake. Robotics declined 41 percent as projects were postponed or cancelled. Also LV drives, machines and LV motors had lower revenues due to the weak business environment. However, power electronics and MV drives increased revenues due to a strong order backlog at the start of 2009.


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        The geographic distribution of revenues for our Discrete Automation and Motion division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 48 54 58  38 48 54 

The Americas

 14 14 15  32 14 14 

Asia

 34 29 24  27 34 29 

Middle East and Africa

 4 3 3  3 4 3 
              

Total

 100 100 100  100 100 100 
              

        FavorableThe geographic distribution of revenues changed substantially in 2011 with the integration of Baldor causing the share of the Americas to more than double compared to 2010. All regions increased revenues on higher orders as demand increased in most markets.

        A favorable market development and a focused build-up of local activities have contributed to the increased share from Asia. Europe's share declined in 2010, due to low order backlog at the beginning of the year, caused by the weak order intake in 2009.

        In 2009, Europe's share of revenues was reduced as most mature markets were negatively affected by the global recession. Revenue growth in China and India contributed to the increase in Asia's share of total revenues.

Earnings before interest and taxesOperational EBITDA

        In 2011, Operational EBITDA increased 62 percent (54 percent in local currencies) while Operational EBITDA margin of 18.9 percent increased compared to 18.3 percent in 2010. The increase is based on a combination of higher revenues and the positive contribution from Baldor (approximately 23 percent of the division's Operational EBITDA). All businesses, except power electronics and medium-voltage drives improved, with the largest increase in Robotics due to the continued turnaround from the low level of 2009. Motors and generators benefited from the Baldor integration, while higher revenues in LV drives further increased Operational EBITDA.

        In 2010, EBITOperational EBITDA improved substantially as a result of cost savings and a turnaround in the roboticsRobotics business. LV drives further increased EBIT, while LV motors recovered from the low level of 2009. The roboticsRobotics business returned to profitability in 2010, on the basis of higher revenues, supported by executed restructuring initiatives and cost saving measures. EBIT in the machines and power electronics business and MV drives business deteriorated in 2010, due to lower capacity utilization and the project mix.


        EBIT in 2009 decreased 48 percent due to lower revenues, reduced capacity utilization and restructuring-related costs to adapt to weaker demand. Negative EBIT in the robotics business was caused by low factory loadings, declining service revenues and capacity adjustments. Lower EBIT in LV drives was mainly due to decreased revenues while LV motors and machines experienced low capacity utilization. Power electronics and MV drives increased EBIT as a resultTable of higher revenues due to a high opening backlog.Contents

Fiscal year 20112012 outlook

        ExcludingDue to the impact fromfinancial turbulence in the acquisition of Baldor,eurozone there is increasing uncertainty about global market development in 2012. We expect most markets will have lower growth rates in 2012 compared to 2011 and some countries might even fall into a recession. Despite this we expect continued growth in orders and revenues, especially in emerging markets led by Chinasuch as Asia and India. Key market drivers for the Discrete Automation and Motion division includeSouth America. Furthermore, the need for improved energy efficiency and productivity in a wide range of industries demand for reliable and high-quality power supply to industry and commercial facilities, andwill support the demand for automation solutions that make better use of renewable energies.and energy-efficient products provided by the Discrete Automation and Motion division.

Low Voltage Products

        The financial results of our Low Voltage Products division were as follows:

 
  
  
  
 % Change 
($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 2011 2010 

Orders

  5,364  4,686  4,079  14% 15%

Order backlog at December 31,

  887  838  734  6% 14%

Revenues

  5,304  4,554  4,071  16% 12%

Operational EBITDA

  1,059  926  679  14% 36%

Operational EBITDA Margin %(1)

  19.9% 20.3% 16.7% n.a.  n.a. 

EBIT

  904  788  518  15% 52%

 
  
  
  
 % Change 
($ in millions except EBIT Margin %)
 2010 2009 2008 2010 2009 

Orders

  4,686  4,079  4,865  15% (16)%

Order backlog at December 31,

  838  734  710  14% 3%

Revenues

  4,554  4,071  4,747  12% (14)%

EBIT

  806  519  819  55% (37)%

EBIT Margin %(1)

  17.7% 12.7% 17.3% n.a.  n.a. 

(1)
EBITOperational EBITDA Margin % is calculated as EBITOperational EBITDA divided by revenuesOperational revenues.

Reconciliation to Financial Statements

($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 

Operational revenues

  5,315  4,554  4,059 

FX/commodity timing differences on Revenues(1)

  (11)   12 
        

Revenues (as per Financial Statements)

  5,304  4,554  4,071 
        

Operational EBITDA

  1,059  926  679 

FX/commodity timing differences on EBIT(1)

  (19) 3  6 

Restructuring-related costs

  (20) (36) (67)

Reversal of depreciation and amortization

  (116) (105) (100)
        

EBIT (as per Financial Statements)

  904  788  518 

Operational EBITDA Margin %

  
19.9

%
 
20.3

%
 
16.7

%

Table(1)
For further details of Contents

FX/commodity timing differences, see "Note 22 Operating segment and geographic data".

Orders

        Orders increased 14 percent (9 percent in local currencies) in 2011 and increased 15 percent (15 percent in local currencies) in 20102010.

        The order growth in 2011 was driven by demand from both the industrial and decreased 16 percent (11 percentconstruction markets. Order growth was recorded across most product businesses, with a strong recovery in local currencies)the systems business as market conditions improved. The renewables sector (mainly solar and wind) weakened as governmental subsidies expired in 2009.several countries reducing the demand for such investments.


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        In 2010, orders grew on higher demand from industrial customers, the solar energy market and construction-related sectors. Strong order growth was recorded across all product businesses, whereas the system business was affected by weaker market conditions in the beginning of 2010 which gradually recovered during the second half of 2010. In 2009, the demand in industrial and construction markets deteriorated leading to a decline in orders across most regions and all product lines. However, the order trend improved at the end of 2009 for some standard products such as wiring accessories, as the construction markets started recovering from a low level.

        The geographic distribution of orders as a percentage of total orders for our Low Voltage Products division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 56 60 64  55 56 60 

The Americas

 9 8 9  9 9 8 

Asia

 26 23 20  28 26 23 

Middle East and Africa

 9 9 7  8 9 9 
              

Total

 100 100 100  100 100 100 
              

        In 2011, orders continued to grow across all regions in absolute terms. The share of orders from Asia continued to grow, driven by product demand in China and strong growth in the systems business in South Asia. The Americas' share of orders remained fairly stable, with growth in South America, and despite difficult market conditions in the United States. Although its share of orders decreased, Europe remains the largest region in absolute terms.

        In 2010, orders grew across all regions as market conditions improved. The share of orders from Europe, the largest region, continued to decrease as the share from Asia increased, led by strong growth in China. Orders from the Americas increased as South America continued to grow strongly, particularly from the key market of Brazil. The share of orders from MEA remained stable, although orders grew in absolute terms. The share of orders from Europe in 2009 decreased due to the weak construction market, particularly in Western Europe. The share of orders in the Americas remained stable as order growth in South America compensated for the weakening construction sector in the United States. The share of orders from Asia increased as a result of industrial infrastructure investments in China and India.

Order backlog

        In 2011, order backlog, compared to 2010, increased by 6 percent (9 percent in local currencies). The higher backlog was mainly driven by a strong market recovery in the systems business.

        Order backlog in 2010 increased 14 percent (14 percent in local currencies) as orders were higher than revenues across all businesses, especially in the LV systemsystems business which typically has longer delivery schedules than the product business. Order backlog in 2009, compared to 2008,

Revenues

        In 2011, revenues increased 316 percent (decreased 1(11 percent in local currencies) which was mainly influenced by weak demanddue to the fast conversion cycle of the high orders received in the product business and due to the conversion of the stronger opening backlog in the LV systemsystems business.

Revenues

        Revenues in 2010 increased 12 percent (13 percent in local currencies), as the strong order growth and the short execution cycle in the product business was converted to revenues. Revenues grew across all product businesses, whereas revenues in the LV systemsystems business decreased due to a weak opening backlog. Revenues in 2009 decreased 14 percent (9 percent in local currencies), due to low demand from industrial and construction markets as reflected in the order intake. Revenues declined across all product businesses as well as in the LV system business where the decrease was slightly offset by backlog execution.


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        The geographic distribution of revenues for our Low Voltage Products division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 57 60 65  56 57 60 

The Americas

 9 8 9  9 9 8 

Asia

 26 24 19  28 26 24 

Middle East and Africa

 8 8 7  7 8 8 
              

Total

 100 100 100  100 100 100 
              

        In 2011, the geographic distribution of revenues followed a similar trend to orders. The share of revenues from Asia continued to increase as a result of our global footprint shift to sourcing and producing locally in the emerging markets, thereby maintaining our competitiveness and ensuring shorter delivery times. Revenues in all regions grew compared to the previous year. Europe remained the largest region, despite economic downturn in several European countries.

        In 2010, all regions recorded growth in revenues compared to the previous year, as the demand from the construction market started to recover from low levels. Despite positive growth, the share of revenues from Europe continued to decrease as growth rates were higher in Asia and the Americas. The increased share of revenues from Asia was the result of order growth and the build-up of local resources in sales, service and production in this region. In 2009, the geographical distribution of revenues followed a similar trend to orders. The share of revenues from Europe decreased due to weak order development and short execution cycle in the product business. The Americas and MEA remained stable, whereas the share of revenues from Asia increased as a result of high order intake, as well as strong backlog in China.

Earnings before interest and taxesOperational EBITDA

        In 2011, Operational EBITDA increased by 14 percent (8 percent in local currencies). Higher revenues and price increases offset negative impact from commodity price increases, the change in product mix and additional R&D investments. The higher share of systems revenues (which have lower margins) during the year resulted in a declining Operational EBITDA margin.

        In 2010, EBITOperational EBITDA increased 5536 percent (58(39 percent in local currencies) as a result of higher revenues, a favorable product mix and the positive effects of cost reduction initiatives including restructuring measures. In 2009, EBIT decreased 37 percent (33 percent in local currencies) as a result of lower revenues, reduced capacity utilization and restructuring-related costs to adapt to weaker demand.

Fiscal year 20112012 outlook

        We have experienced a slowdown of order growth in many markets during the second half of 2011. However, we expect continued growth in Asia and South America as well as an increased focus in the areas of renewable energy and energy efficiency applications which will benefit2012. We believe that key market drivers for the Low Voltage Products division in 2011.will be renewable energy, energy efficiency applications and data centers.

Process Automation

        The financial results of our Process Automation division were as follows:

 
  
  
  
 % Change 
($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 2011 2010 

Orders

  8,726  7,383  6,684  18% 10  %

Order backlog at December 31,

  5,771  5,530  5,523  4%   %

Revenues

  8,300  7,432  7,839  12% (5)%

Operational EBITDA

  1,028  925  861  11% 7  %

Operational EBITDA Margin %(1)

  12.4% 12.5% 11.1% n.a.  n.a. 

EBIT

  963  759  626  27% 21  %

 
  
  
  
 % Change 
($ in millions except EBIT Margin %)
 2010 2009 2008 2010 2009 

Orders

  7,383  6,684  9,244  10% (28)%

Order backlog at December 31,

  5,530  5,523  6,230  0% (11)%

Revenues

  7,432  7,839  8,397  (5)% (7)%

EBIT

  755  643  958  17% (33)%

EBIT Margin %(1)

  10.2% 8.2% 11.4% n.a.  n.a. 

(1)
EBITOperational EBITDA Margin % is calculated as EBITOperational EBITDA divided by revenuesOperational revenues.

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Reconciliation to Financial Statements

($ in millions, except Operational EBITDA Margin %)
 2011 2010 2009 

Operational revenues

  8,318  7,427  7,785 

FX/commodity timing differences on Revenues(1)

  (18) 5  54 
        

Revenues (as per Financial Statements)

  8,300  7,432  7,839 
        

Operational EBITDA

  1,028  925  861 

FX/commodity timing differences on EBIT(1)

  26  (46) (41)

Restructuring-related costs

  (8) (44) (114)

Reversal of depreciation and amortization

  (83) (76) (80)
        

EBIT (as per Financial Statements)

  963  759  626 

Operational EBITDA Margin %

  
12.4

%
 
12.5

%
 
11.1

%

(1)
For further details of FX/commodity timing differences, see "Note 22 Operating segment and geographic data".

Orders

        Orders in 2011 grew 18 percent, led by oil & gas, marine, metals and pulp and paper sectors. Large orders were strong, mainly in marine and oil & gas, where major automation and offshore projects were noted, while base orders also recorded growth. Product orders were also strong, led by measurement products. Life-cycle services grew strongly driven by several small and medium size upgrade projects.

        Orders grew in 2010 despite continued uncertainty in the market regarding the strength of the industrial recovery. Base orders grew significantly recording a double-digit growth compared to 2009. Order growth was led by marine, minerals and pulp and paper reflecting ongoing investments in the energyenergy- and commodity basedcommodity-based sectors. Orders in oil and gas were down as large orders booked in the previous year2009 were not repeated, while the base order business remained at a similar level. Life cycle


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Life-cycle services orders also increased as customers brought existing capacity back online following the business downturn of 2009.

        In 2009, orders decreased 28 percent (22 percent in local currencies) as both large orders and base orders were down during 2009 compared with the strong performance in 2008. The market slowdown in the fourth quarter of 2008 continued during 2009 with some stabilization of orders at the end of the year. The market was still driven by cost savings and energy and production efficiency requirements.

        Lower orders in 2009, was the result of lower investments in the marine, minerals, metals, and pulp and paper markets, as due to the financial crisis, customers reduced investments due to uncertainty of future demand and limited access to project financing. Orders from the oil and gas sector remained strong in 2009 and grew 16 percent due to several large orders from the MEA region. The performance services business grew due to the joint venture formed with Stora Enso to provide maintenance operations and improve efficiency at six pulp, paper and board mills in Finland.

The geographic distribution of orders as a percentage of total orders for our Process Automation division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 39 40 41  39 39 40 

The Americas

 22 19 19  23 22 19 

Asia

 29 22 29  30 29 22 

Middle East and Africa

 10 19 11  8 10 19 
              

Total

 100 100 100  100 100 100 
              

        From a regional demand perspective, Asia and the Americas recorded strong growth. In Asia the growth was led by large projects in South Korea in the shipbuilding sector, and investments in the metals industry in China. In the Americas several large projects in oil & gas, minerals and pulp & paper sectors were recorded in South America, while growth in the U.S. was driven by our products and services business. Orders in Europe were also at a high level, driven by oil & gas investment in an offshore gas platform for Statoil in Norway. In MEA, orders were lower as fewer large projects were recorded.

        In 2010, order growth was led by the emerging markets in Asia and South America.the Americas. In South America, order growth was led by investments in the minerals sector in Chile and Peru, whereas in


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Asia, demand increased from the minerals sector in China and the marine sector in South Korea. Orders also increased in mature markets in Europe and North America.

        In 2009, European orders were down due to lower investments in the marine and minerals markets; however the region continued to represent the largest share of orders for Process Automation. In the Americas, the higher demand in Peru and Colombia was insufficient to offset the lower order intake from the United States, Brazil, Canada and Mexico. The strong growth in Asia during 2008 could not be repeated during 2009 due to lack of large orders from the marine, metals and pulp and paper market sectors. MEA recorded significant order growth during 2009 led by strong oil and gas investments in Algeria.

Order backlog

        Order backlog at December 31, 2011, increased 4 percent (8 percent in local currencies) compared to 2010. Order backlog growth was primarily driven by our marine and pulp & paper business. Order backlog at December 31, 2010, remained at the same level as the previous year. Order backlog at December 31, 2009, decreased 11 percent (17 percent

Revenues

        Revenues increased driven by our products and services businesses. Life-cycle services recorded strong growth in local currencies) compared to2011. Systems revenues were also higher, driven by our oil & gas, pulp & paper and metals and minerals businesses, while revenues in our marine business were lower as a year earlier. This reduction was the result of lower order intake combined with strong execution of projects in our opening backlog principally in the marine, minerals and metals business sectors. Order cancellations of approximately $300 million were received from customers in 2009, reducing our orders received and order backlog correspondingly.

Revenuesto execute.

        Revenues in 2010 were down significantly in the systems business as a result of a lower backlog, whereas revenues in products and life-cycle services grew. In the systems business, revenues were down in the metals, marine and minerals sectors, whereas the pulp and paper sector recorded an increase, reflecting the ongoing execution of projects from order backlog. Revenues in 2009 from our systems business decreased 2 percent. The increase was led by minerals and oil and gas due to the strong


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backlog built up in the systems business during 2008. Revenues in pulp and paper were down due to the low activity levels in the market already prior to the financial crisis with several customers shutting down mills in America and Europe. Service revenues were approximately at the same level as a year earlier in local currencies, due to the strong installed base and the contribution from the newly formed joint venture with Stora Enso. The products business was lower across all product lines during 2009 due to the short revenue conversion cycle (from orders received into revenues). Higher operational expenditure in the maintenance areas supported revenue growth in marine and metals services.

        The geographic distribution of revenues for our Process Automation division was as follows:

(in %)
 2010 2009 2008  2011 2010 2009 

Europe

 39 42 45  39 39 42 

The Americas

 19 19 19  22 19 19 

Asia

 27 27 27  27 27 27 

Middle East and Africa

 15 12 9  12 15 12 
              

Total

 100 100 100  100 100 100 
              

        In 2011, revenues increased across all regions, with the exception of MEA. Revenue growth was strongest in the Americas driven by the U.S., Canada and Brazil. Europe remained at a high level, while in Asia high growth in several economies was partly offset by lower revenues in South Korea due to the lower opening order backlog to execute. MEA declined as revenues in Congo and Algeria were lower than in the prior year.

        In 2010, revenues were lower in most parts of Europe with the exception of Italy. In the Americas, the United States recorded revenue growth, although the region overall recorded a decline. In Asia, South Korea recorded double-digit growth, while India and China recorded a decrease. MEA recorded growth in revenues primarily reflecting ongoing execution of the El Merk project in Algeria. Higher revenues

Operational EBITDA

        In 2011, Operational EBITDA was higher compared to 2010, as a result of higher revenues. Operational EBITDA margin remained flat compared to 2010. The margin was stronger in 2009 from Finlandproducts, led by measurement products, and Norway were insufficient to maintain the same high level of revenues recorded in 2008 in Europe, as revenues werelife cycle services, while it was slightly lower in the United Kingdom, Germany and Russia. Revenues in the Americas were slightly lower when compared with a strong performance a year earlier; Canada and Chile recorded significant growth while revenues from the United States and Brazil were lower. In Asia, revenues were down mainly in Japan, Australia and Vietnam while Singapore experienced double-digit growth. Revenues in 2009 from MEA recorded significant growth due to the execution of several large projects in Congo, Qatar and Pakistan.

Earnings before interest and taxesour systems business.

        Despite lower revenues, EBITOperational EBITDA and EBITOperational EBITDA margin increased in 2010, partly reflecting the successful implementation of cost reduction measures and a higher share of revenues from products and services business,businesses, which usually carriescarry higher marginmargins than the systems business. Improved project execution and project cost control also contributed to the strong result. EBIT for the Process Automation division decreased 33 percent (29 percent in local currencies) in 2009. EBIT in 2009 included restructuring-related charges


Table of $114 million, compared with $25 million recorded during 2008.Contents

Fiscal year 20112012 outlook

        Most process industries are showing signsThe global economy continues to be highly uncertain. Although the underlying demand is still robust in most of recovery, but because capital expenditure in these sectors typically occurs later in the economic cycleour end markets, we expect a continued challenging market environment in 20112012, with customer decision makingdecision-making being slow and continuing price pressure in certain sectors. Order growth will be primarily driven by energy and commodity-based segments. Our life-cycle services business is also expected to grow in 2011.


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Corporate and Other

        EBIT for Corporate and Other was as follows:

($ in millions)
 2010 2009 2008  2011 2010 2009 

Corporate headquarters and stewardship

 (296) (296) (277) (331) (284) (291)

Corporate research and development

 (120) (115) (118) (202) (120) (115)

Corporate real estate

 48 30 49  56 48 30 

Equity investments

 (11) (8) (1)  (11) (8)

Other

 (23) 439 (636) (41) (23) 439 
              

Total Corporate and Other

 (402) 50 (983) (518) (390) 55 
              

        In 2010,2011, Corporate headquarters and stewardship costs remainincreased driven by charges related to the deconsolidation of a Russian subsidiary and the sale of another subsidiary in Russia, certain expenses in the countries and higher spending to strengthen corporate functional areas as business volumes increased. Corporate headquarters and stewardship costs, in 2010, remained flat as a result of continued focus on cost control. Corporate costs in countries decreased and the savings generated were used to finance global corporate initiatives to support growth. In 2009,

        Corporate headquartersresearch and stewardshipdevelopment costs in 2011 increased by $82 million mainly due to higher pension funding costs relatedthe establishment of a special growth fund which was set up to divested business. This increase was partly offset by lower expenses for our executive committee, lower corporate costs infinance the countriesacceleration of the research and an improved result in our captive insurance company.

development programs. In 2010, Corporate research and development costs increased slightly, in line with the strategy to maintain a high focus in this area. Corporate research and development costs in 2009 remained at a similar level as in 2008.

        Corporate real estate consists primarily of rental income.income and gain from the sale of real estate properties. In addition,2011, the Corporate real estate result included $37 million gains from the sale of real estate properties mainly in Venezuela, Sweden, Brazil and Switzerland. In 2010, Corporate real estate reported gains of $33 million from the sale of land and buildings, mainly in Sweden, Norway, Austria and Venezuela. In 2009, gains of $12 million from the sale of facilities mainly in Switzerland, the Netherlands and Norway were offset by a $10 million asset impairment charge in the United States.

        In 2011, EBIT of real estate operations in 2008 included a $33 million gain from the sale of properties mainly in Switzerland, Brazil, Italy, Mexico and Poland.

Equity investments was nil. In 2010, EBIT from Equity investments resulted in a loss of $11 million, primarily due to an impairment of $23 million of two equity-accounted companies in the Ivory Coast that were subsequently sold, and a net gain of $13 million on the sale of an equity-accounted company in Colombia. In 2009, EBIT from equityEquity investments was an $8 million loss, primarily representing an operating loss of our equity investment in a power plant in Colombia.

        In 2011, EBIT from Equity investments decreased"Other" consists mainly of $11 million operational costs of our Global Treasury Operations, $17 million losses from the non-core distributed energy business in 2008 as most investments were soldGreat Britain and $9 million impairment on the investment in previous years.

        In 2010,the shares of a listed company. EBIT from "Other", in 2010, included $9 million operational costs of our Global Treasury Operations and $5 million losses from our distributed energy business in Great Britain which is currently in the divestment process.Britain. In 2009, EBIT from "Other" of $439 million included primarily the partial release of provisions (related to the investigations into our Power Transformers business) following the European Commission's decision to impose a fine in October 2009. It also included the costs of our Group Treasury Operations. The negative EBIT from "Other" in 2008 was the result of provisions related to the investigations into our Power Transformers business and the voluntary disclosures to the SEC and DoJ regarding suspect payments (see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements). Also included are the costs of our Group Treasury Operations of $10 million in 2008. Furthermore, "Other" in 2008 included $7 million in losses mainly related to the write-down of assets of our distributed energy business in Great Britain.


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Restructuring programs

Cost take-out programsavings initiative

        In December 2008,February 2011, we announced a two-year$1 billion cost take-out programsavings initiative for 2011 to adjust our cost base to rapidly changing market conditionsbe achieved mainly through supply management, footprint optimization and protect our profitability. The program's original target was to reduce our costs—comprising both cost of sales and general and administrative expenses—from 2008 levels by a total of $1.3 billion by the end of 2010. As a result of the ongoing deterioration of ABB's markets over most of 2009, the cost take-out goal was expanded to $3 billion. The savings were focused on low-cost sourcing, reduced general and administrative expenses, internal process improvements and adjustments to our global manufacturing and engineering footprint.operational excellence measures.

        Cost reductions for 20092011 were significantly ahead ofin line with the plan and exceeded $1.5 billion. In 2010, the cost take-out goal was achieved and total cost reductions for the whole program exceeded $3.3amounted to $1.1 billion. Approximately 50 percent of these savings were achieved by optimizing global sourcing (excluding changes in commodity prices). The remainder was achieved through reductions to general and administrative expenses, as well as adjustments to our global footprintmanufacturing and operational excellence measures.engineering footprint.

        We haveThe total costs associated with the program were substantially completedbelow the cost take-out program with total chargesexpected level of $8360.8 percent of 2011 revenues, and amounted to $164 million.

        The following table outlines the total costs associated with the program incurred in 2010 and the cumulative amount of costs incurred to December 31, 2010, under the program.2011:

($ in millions)
 Costs
incurred in
2010
 Cumulative costs
incurred to
December 31, 2010
 

Power Products

  44  122 

Power Systems

  48  139 

Discrete Automation and Motion

  35  256 

Low Voltage Products

  36  114 

Process Automation

  44  183 

Corporate and Other

  6  22 
      

Total

  213  836 
      
($ in millions)
Costs
incurred in
2011

Power Products

70

Power Systems

54

Discrete Automation and Motion

10

Low Voltage Products

20

Process Automation

8

Corporate and Other

2

Total

164

        We intend to continue the cost saving measures in 2012 to sustainably reduce ABB's costs and protect our profitability.

        For details of the nature of the costs incurred and their impact on the Consolidated Financial Statements, see "Note 21 Restructuring and related expenses" to our Consolidated Financial Statements.

        The majority of the remaining cash outlays, primarily for employee severance benefits, are expected to occur in 2011 as the employees leave ABB. We expect to finance these restructuring activities from our cash flow from operations.


LIQUIDITY AND CAPITAL RESOURCES

Principal sources of funding

        In 2011, 2010 2009 and 2008,2009, we met our liquidity needs principally using cash from operations, bank borrowings, the proceeds from sales of marketable securities and bank borrowings.proceeds from the issuance of debt instruments (bonds and commercial papers).

        During 2011, 2010 2009 and 2008,2009, our financial position was strengthened by the positive cash flow from operating activities of $3,612 million, $4,197 million and $4,027 million, and $3,958 million, respectively.


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        Our financial positionnet cash is shown in the table below:


 December 31,  December 31, 
($ in millions)
 2010 2009  2011 2010 

Cash and equivalents

 5,897 7,119  4,819 5,897 

Marketable securities and short-term investments

 2,713 2,433  948 2,713 

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

 (1,043) (161) (765) (1,043)

Long-term debt

 (1,139) (2,172) (3,231) (1,139)
          

Net cash (defined as the sum of the above lines)

 6,428 7,219  1,771 6,428 
          

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        NetDespite the cash generated by operations during 2011 of $3,612 million, net cash at December 31, 2010,2011, decreased compared to the balance at December 31, 2009,2010, primarily due to the cash outflow for the acquisition of businesses ($1,3134,020 million), the increase in our ownership interest in our Indian publicly-listed subsidiary from approximately 52 percent to 75 percent ($956 million) and the payment of dividends paid in the form of a nominal value reduction ($1,1121,569 million). Net cash therefore decreased compared to the balance at December 31, 2009, despite the cash generated by operations during 2010 of $4,197 million. See "Financial Position", "Net cash provided by (used in)used in investing activities" and "Net cash used in financing activities" for further details.

        Our Group Treasury Operations is responsible for providing a range of treasury management services to our group companies, and is also responsible forincluding investing cash in excess of current business requirements. At December 31, 20102011 and 2009,2010, the proportion of our aggregate "Cash and equivalents" and "Marketable securities and short-term investments" managed by our Group Treasury Operations amounted to 71approximately 60 percent and 7870 percent, respectively.

        In January 2011, we sold the $1,789 million money market funds acquired in 2010, and used $4.3 billion of our cash in connection with the purchase of Baldor and the repayment of debt assumed upon acquisition. Up until mid-2011, we continued a strategy of investing our cash (in excess of current business requirements) predominantly in short-term time deposits with maturities of less than 3 months. However, in late summer of 2011, as credit risk concerns in the eurozone economic area increased, we diversified out of eurozone bank exposures. As the crisis deepened and uncertainty grew, we restricted the counterparties with whom we were prepared to place cash, such that we reduced our deposits with banks in the eurozone. Furthermore, Group Treasury Operations let any investments in approved eurozone government securities (Germany, France, the Netherlands) mature to be replaced by liquid U.S. treasuries.

        In 2010, the overall investment strategy of maintainingwas to maintain diversification and flexibility in our investment portfolio continued withthrough a mix of government securities, highly-rated corporate short-dated paper and time deposits of short duration with banks. During the second quarter of 2010, we began to invest in AAA-rated liquidity (money market) funds in order to diversify our investment base and increase the yield on our investments. At December 31, 2010, such investment represented $1,789 million of the total marketable securities and short-term investments balance of $2,713 million in the table above.

        In January 2011, we sold the $1,789 million money market funds. Also in January 2011, we used $4.2 billion of our cash in connection with the purchase of Baldor Electric Company and the repayment of debt assumed upon acquisition.

        In the first half of 2009, the market in general rebounded and with investors' risk appetites returning; equities improved and credit spreads tightened. Consequently, we increased our investments in corporate papers and extended the duration on our time deposits with banks to enhance the return on our investments. Towards the end of 2009, we again invested in government securities, as better returns could be made than with some banks who were offering low rates due to the amount of liquidity in the market.

        We actively monitor credit risk in our investment portfolio and hedging activities. Credit risk exposures are controlled in accordance with policies approved by our senior management to identify, measure, monitor and control credit risks. We closely monitor developments in the credit markets and make appropriate changes to our investment policy as deemed necessary. The rating criteria we require for our counterparts have remained unchanged during 20102011 as follows—a minimum rating of A ratingA/A2 for our banking counterparts, while the minimum required rating for investments in short-term corporate paper is A-1/P-1. In addition to rating criteria, we have specific investment criteriaparameters and restrictions onapproved instruments as well as restricting the sectorstypes of investments we invest in.make. These parameters are closely monitored on an ongoing basis and amended as we consider necessary.


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        We believe the cash flows generated from our business, supplemented, when necessary, through access to the capital markets (including short-term commercial paper) and our credit facilities and term loan agreement, are sufficient to support business operations, capital expenditures, business acquisitions, the payment of dividends to shareholders and contributions to pension plans. Due to the nature of our operations, our cash flow from operations generally tends to be weaker in the first half of the year than in the second half of the year. We have the ability to supplement this near-term liquidity, if necessary, through access to the capital markets (including short-term commercial paper) and credit facilities. Consequently, we believe that our ability to obtain funding from these sources will continue to provide the cash flows necessary to satisfy our working capital and capital expenditure requirements, as well as meet our debt repayments and other financial commitments for the next 12 months. See "Contractual obligations""Disclosures about contractual obligations and commitments".


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Debt and interest rates

        Total outstanding debt was as follows:


 December 31,  December 31, 
($ in millions)
 2010 2009  2011 2010 

Short-term debt including current maturities of long-term debt (including bonds)

 1,043 161  765 1,043 

Long-term debt:

  

—bonds (excluding portion due within one year)

 946 1,961  3,059 946 

—other long-term debt

 193 211  172 193 
          

Total debt

 2,182 2,333  3,996 2,182 
          

        The decrease in short-term debt in 20102011 was due to the maturity of our EUR 650 million 6.5% Instruments ($865 million at date of repayment) offset by the issuance of commercial paper ($435 million outstanding at December 31, 2011) while the increase in long-term debt in 2011 was primarily due to exchange rate movements.the new bonds issued (see "Note 12 Debt" to our Consolidated Financial Statements).

        Our debt has been obtained in a range of currencies and maturities and on various interest rate terms. We use derivatives to reduce the interest rate exposures arising on certain of our debt. For example, we use interest rate swaps to effectively convert fixed rate debt into floating rate liabilities.

        After considering the effects of interest rate swaps, the effective average interest rate on our floating rate long-term debt (including current maturities) of $1,919$1,875 million and our fixed rate long-term debt (including current maturities) of $139$1,432 million was 3.21.6 percent and 5.63.7 percent, respectively. This compares with an effective rate of 3.03.2 percent for floating rate long-term debt of $2,072$1,919 million and 5.05.6 percent for fixed-rate long-term debt of $133$139 million at December 31, 2009.2010.

        For a discussion of our use of derivatives to modify the characteristics of our individual bond issuances, see "Note 12 Debt" to our Consolidated Financial Statements.

Credit facilities

        During 2010, we amended ourWe have a $2 billion multicurrency revolving credit facility, extending its maturity to 2015 and reducing the costs and fees related to it. For further details of this credit facility, see "Note 12 Debt" to our Consolidated Financial Statements.

maturing 2015. No amount was drawn under the credit facility at December 31, 20102011 and 2009.2010. The facility is for general corporate purposes and will serveserves as a back-stop facility to our commercial paper programs into the eventextent that we issue commercial paper under the programs described below. The facility contains cross-default clauses whereby an event of default would occur if we were to default on indebtedness, as defined in the facility, at or above a specified threshold.


Table        In February 2012, we entered a $4 billion credit agreement for an initial term of Contents364 days to provide bridge financing for our planned acquisition of Thomas & Betts Corporation.

        Neither the credit facility or the term credit agreement contain significant covenants that would restrict our ability to pay dividends or raise additional funds in the capital markets. For further details of the credit facility and the new term credit agreement, see "Note 12 Debt" to our Consolidated Financial Statements.

Commercial paper

        We have in place 3three commercial paper programs:


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        At December 31, 2010 and 2009, no2011, $435 million was outstanding under the $1 billion program in the United States. No amounts had been issued or were outstanding under any of these commercial paper programs.programs at December 31, 2010.

Medium Term Note Program (MTN)European program for the issuance of debt

        At December 31, 2011 and 2010, and 2009, $1,828$910 million and $1,961$1,828 million, respectively, of our total debt outstanding, were debt issuances under this program. During 2011, the MTN Program that allowsprogram was updated and increased to allow the issuance of up to (the equivalent of) $5,250 million$8 billion (previously $5.25 billion) in certain debt instruments. The terms of the MTN Programprogram do not obligate any third party to extend credit to us and the terms and possibility of issuing any debt under the MTN Programprogram are determined with respect to, and as of the date of issuance of, each debt instrument. At December 31, 2010, it was more than 12 months since the Program was last updated. New bonds could be issued under the Program but could not be listed without us formally updating the Program.

Credit ratings

        Credit ratings are assessments by the rating agencies of the credit risk associated with ABB and are based on information provided by us or other sources that the rating agencies consider reliable. Higher ratings generally result in lower borrowing costs and increased access to capital markets. Our ratings are of "investment grade" which is defined as Baa3 (or above) from Moody's and BBB- (or above) from Standard & Poor's.

        At December 31, 2010,2011, our long-term company ratings were A3A2 and A from Moody's and Standard & Poor's, respectively, compared to A3 and A-A at December 31, 2009.2010.

Limitations on transfers of funds

        Currency and other local regulatory limitations related to the transfer of funds exist in a number of countries where we operate, including Algeria, China, Egypt, India, Korea, Kuwait, Malaysia, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and Venezuela. Funds, other than regular dividends, fees or loan repayments, cannot be readily transferred offshore from these countries and are therefore deposited and used for working capital needs locally. In addition, there are certain countries where, for tax reasons, it is not considered optimal to transfer the cash offshore. As a consequence, these funds are not available within our Group Treasury Operations to meet short-term cash obligations outside the relevant country. The above described funds are reported as cash in our Consolidated Balance Sheets, but we do not consider these funds immediately available for the repayment of debt outside the respective countries where the cash is situated, including those described above. At December 31, 20102011 and 2009,2010, the balance of "Cash and equivalents" and "Marketable securities and other short-term investments" under such limitations (either regulatory or sub-optimal from a tax perspective) totaled approximately $1,745$1,530 million and $1,460$1,745 million, respectively.

        During 2010,2011, we continued to direct our subsidiaries in countries with restrictions to place such cash with our core banks or investment grade banks, in order to minimize credit risk on such cash positions. Consequently, cash placed with non-rated or sub-investment grade banks has remained at less than 5 percent of cash outside of our Group Treasury Operations. We continue to closely monitor the situation to ensure bank counterparty risks are minimized.


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FINANCIAL POSITION

Balance sheetsheets


 December 31,  December 31, 
($ in millions)
 2010 2009  2011 2010 

Current assets

  

Cash and equivalents

 5,897 7,119  4,819 5,897 

Marketable securities and short-term investments

 2,713 2,433  948 2,713 

Receivables, net

 9,970 9,451  10,773 9,970 

Inventories, net

 4,878 4,550  5,737 4,878 

Prepaid expenses

 193 236  227 193 

Deferred taxes

 896 900  932 896 

Other current assets

 801 540  351 801 
          

Total current assets

 25,348 25,229  23,787 25,348 
          

        For a discussion on cash and equivalents and marketable securities and short-term investments, see "Liquidity and capital resources—Principal sources of funding" for further details.

        Receivables, net, at the end of 2010,2011, increased from the end of 20092010 by approximately 5.58.0 percent (5.9(11.6 percent in local currencies). The increase was primarily driven by higherthe acquisitions of Baldor and Mincom. Higher revenues infurther drove the automation businesses and higher project-related sales in the Power Systems division. These increases wereincrease, however this was partially offset by lower levelsimproved collections of receivables, inthus reducing the Power Products division, which saw a 9 percent decline in revenues inoverall days of sales outstanding ratio for receivables from 115 days at the end of 2010 compared to 2009.104 days at the end of 2011.

        Inventories, net, increased 7.217.6 percent compared to the level at the end of 2009 (7.62010 (21.6 percent in local currencies). Inventories increasedThis increase was across mostalmost all divisions, largely driven by the increasing order volumes.volumes as well as the acquisitions of Baldor and Mincom.

        For a discussion on deferred taxes see "Note 16 Taxes" to our Consolidated Financial Statements.

        Other current assets include derivative and embedded derivative assets and income tax receivables. The increasedecrease primarily reflects higherlower derivative market values.


 December 31,  December 31, 
($ in millions)
 2010 2009  2011 2010 

Current liabilities

  

Accounts payable, trade

 4,555 3,853  4,789 4,555 

Billings in excess of sales

 1,730 1,623  1,819 1,730 

Employee and other payables

 1,526 1,326  1,361 1,526 

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

 1,043 161  765 1,043 

Advances from customers

 1,764 1,806  1,757 1,764 

Deferred taxes

 357 327  305 357 

Provisions for warranties

 1,393 1,280  1,324 1,393 

Provisions and other current liabilities

 2,726 2,603  2,619 2,726 

Accrued expenses

 1,644 1,600  1,822 1,644 
          

Total current liabilities

 16,738 14,579  16,561 16,738 
          

        Total current liabilities at December 31, 2010,2011, decreased primarily due to a reduction in current maturities of long-term debt due to bond repayments of $865 million, partially offset by the net issuance of short-term commercial paper in the amount of $435 million. Partially offsetting the reduction in total current liabilities are increases in accounts payable and accruals arising from acquisitions. Accounts payable increased 14.85.1 percent (15.1(8.3 percent in local currencies) compared to December 31, 2009, primarily driven by the reclassification of EUR 650 million bonds from long-term debt as they will become due in November 2011. The increase is also due to higher trade accounts payable as a result of the build-up of inventories resulting from increased orders received in 2010. Similarly, billings in excess of sales have increased with the higher order


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volumes. Provisions for warranties haveprior year mostly due to increased across all divisions, reflecting an ongoing assessment of our warranty accruals on both new product launches and existing products.

        Thebusiness volume. Likewise, the increase in provisionsBillings in excess of sales of 5.1 percent (8.4 percent in local currencies) was also driven by increased business volumes. Employee and other current liabilities is largelypayables decreased from the prior year by 10.8 percent (7.9 percent in local currencies) mostly due to a reclassification of environmental liabilities from other non-current liabilities and higher provisions for loss orders. Partially offsetting the increase is a net reduction in restructuring provisions, largely due to usage of provision relatedlower value-added tax payables compared to the cost take-out program. Also partially driving the reduction were payments made to settle certain asbestos obligations.prior year.


 December 31,  December 31, 
($ in millions)
 2010 2009  2011 2010 

Non-current assets

  

Financing receivables, net

 420 452 

Property, plant and equipment, net

 4,356 4,072  4,922 4,356 

Goodwill

 4,085 3,026  7,269 4,085 

Other intangible assets, net

 701 443  2,253 701 

Prepaid pension and other employee benefits

 173 112  139 173 

Investments in equity method companies

 19 49 

Investments in equity-accounted companies

 156 19 

Deferred taxes

 846 1,052  318 846 

Other non-current assets

 347 293  804 767 
          

Total non-current assets

 10,947 9,499  15,861 10,947 
          

        Property, plant and equipment, net, increased 7.013.0 percent (5.5(16.5 percent in local currencies) between December 31, 20092010 and December 31, 2010. The major capital expenditures during 2010 were for2011, primarily due to the acquisition of Baldor ($413 million), with the remaining increase due to investments across most divisions, including investments in manufacturing plants in Sweden, China, Switzerland and China.Brazil.

        The increase in goodwill and other intangible assets, net was mainly due to the Ventyx acquisitionBaldor and Mincom acquisitions (see "Note 3 Acquisitions, divestmentsincreases in controlling interests and discontinued operations"divestments" and "Note 11 Goodwill and other intangible assets" to our Consolidated Financial Statements). The increasedecrease in prepaid pension and other employee benefits reflects the change in the funded status of our overfunded pension plans. See "Note 17 Employee benefits" to our Consolidated Financial Statements.

        For an explanation onof the reduction in Deferred taxes, refer to "Note 16—16 Taxes" to our Consolidated Financial Statements.

        Other non-current assets mainly include restricted cash, derivative assets, including embedded derivatives, and embedded derivative assets.shares and participations.


 December 31,  December 31, 
($ in millions)
 2010 2009  2011 2010 

Non-current liabilities

  

Long-term debt

 1,139 2,172  3,231 1,139 

Pension and other employee benefits

 831 1,179  1,487 831 

Deferred taxes

 411 328  537 411 

Other non-current liabilities

 1,718 1,997  1,496 1,718 
          

Total non-current liabilities

 4,099 5,676  6,751 4,099 
          

        The decreaseincrease in our long-term debt was largely due to the reclassificationnew bond issuances which represented $2,149 million of the EUR 650 million bonds to current maturities of short-term debt as these bonds mature in November 2011. Also influencing the changes in long-term debt were: (i) foreign exchange movements on outstanding debt (a large part being bonds denominated in euros), (ii) fair value hedge adjustments on our outstanding bonds and (iii) decreases in bank debt in certain countries.December 31, 2011, balance. See "Liquidity and Capital Resources—Debt and interest rates".


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        The decreaseincrease in pension and other employee benefits substantially reflects the remeasurement (relating to our defined benefit pension plans) of benefit obligations for updated assumptions and of plan assets to fair value, of our defined benefit pension plans, partly offset by employer contributions, seecontributions. See "Note 17 Employee benefits" to our Consolidated Financial Statements.


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        Other non-current liabilities decreased primarily due to the reclassification of provisions for environmental liabilities to current provisions, as well as a reduction in uncertain tax contingencies.positions, refer to "Note 16 Taxes" to our Consolidated Financial Statements.

Cash flows

        In the Consolidated Statements of Cash Flows, the effects of discontinued operations are not segregated.

        The Consolidated Statements of Cash Flows can be summarized as follows:

($ in millions)
 2010 2009 2008  2011 2010 2009 

Net cash provided by operating activities

 4,197 4,027 3,958  3,612 4,197 4,027 

Net cash provided by (used in) investing activities

 (2,747) (2,172) 114 

Net cash used in investing activities

 (3,253) (2,747) (2,172)

Net cash used in financing activities

 (2,530) (1,349) (2,119) (1,208) (2,530) (1,349)

Effects of exchange rate changes on cash and equivalents

 (142) 214 (230) (229) (142) 214 

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

   26 
              

Net change in cash and equivalents—continuing operations

 (1,222) 720 1,749  (1,078) (1,222) 720 
              

Net cash provided by operating activities

        Net cash provided by operating activities in 2011 of $3,612 million declined by 13.9 percent from the prior year. This decline was driven by higher trade receivables and inventories in line with the 20 percent increase in revenues. The decrease can be further attributed to a lower increase in trade payables than in the prior year. Provisions, net, were also lower due to payments related to environmental remediation liabilities in the United States and restructuring-related payments.

        In 2010, operating activities provided net cash of $4,197 million, an increase of 4 percent on the prior year, reflecting our working capital management. Stable levels of working capital were achieved despite increasing order volumes, as cash outlays for higher inventories and trade receivables could be offset through increased levels of trade payables.

        Operating activities in 2009 provided net cash of $4,027 million. Net cash provided by operating activities included a $135 million cash outflow related to our ongoing restructuring-related activities. Net cash provided by operating activities was particularly high in our Power Products division (with the Discrete Automation and Motion and Low Voltage Products divisions also showing an increase), mainly due to lower inventories and improved cash collection. This was partially offset by lower advance payments from customers in the wake of decreasing orders.

        Net cash provided by operating activities in 2008 included $100 million of asbestos payments (see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements).


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Net cash provided by (used in)used in investing activities

($ in millions)
 2010 2009 2008  2011 2010 2009 

Changes in financing receivables, net

 (7) (7) 7 

Purchases of marketable securities (available-for-sale)

 (3,391) (243) (1,081) (2,809) (3,391) (243)

Purchases of marketable securities (held-to-maturity)

 (65) (918)    (65) (918)

Purchases of short-term investments

 (2,165) (3,824) (2,512) (142) (2,165) (3,824)

Purchases of property, plant and equipment and intangible assets

 (840) (967) (1,171) (1,021) (840) (967)

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

 (1,313) (161) (653)

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

 (4,020) (1,313) (161)

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

 807 79 110  3,717 807 79 

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

 531 855   483 531 855 

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

 290 730    290 730 

Proceeds from short-term investments

 3,276 2,253 5,305  529 3,276 2,253 

Proceeds from sales of property, plant and equipment

 47 36 94  57 47 36 

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

 83 16 46  8 83 16 

Other

  (21) (31)

Changes in financing and other non-current receivables, net

 (55) (7) (28)
              

Net cash provided by (used in) investing activities

 (2,747) (2,172) 114 

Net cash used in investing activities

 (3,253) (2,747) (2,172)
              

        Investing activities include accounts receivableThe net cash inflow from leasesmarketable securities and third-party loans (financing receivables), netshort-term investments in marketable securities that are not held2011 reflected the use of our excess liquidity in funding primarily the acquisition of businesses.

        Total cash disbursements for trading purposes, asset purchases, netthe purchase of disposalsproperty, plant and acquisitionsequipment and intangibles in 2011, included $268 million for the purchase of machinery and equipment, $128 million for the purchase of land and buildings, $57 million for the purchase of intangible assets and $568 million for construction in progress.

        Acquisition of businesses (net of cash acquired) and changes in cost and equity investments in 2011, primarily related to the acquisition of Baldor, Mincom, Trasfor and divestitures of businesses.Lorentzen & Wettre Group and other smaller acquisitions.

        Net cash used in investing activities during 2010 was $2,747 million. Aggregate purchases of marketable securities and short-term investments amounted to $5,621 million in 2010. Compared to 2009, there has beenwas an increase in the purchases of marketable securities (available-for-sale), while at the same time a reduction in the purchases of marketable securities (held-to-maturity) and short-term investments. Aggregate proceeds from the sales and maturities of marketable securities and short-term investments during 2010 amounted to $4,904 million.

        Total cash disbursements for the purchase of property, plant and equipment and intangibles in 2010 amounted to $840 million, including $164 million for the purchase of machinery and equipment, $175 million for the purchase of land and buildings, $54 million for the purchase of intangible assets and $447 million capital expenditures for construction in progress.

        Acquisitions of businesses (net of cash acquired), in 2010, primarily related to the acquisition of Ventyx and certain smaller acquisitions such as K-TEK in the United States and the Jokab Safety in Sweden.

        Net cash used in investing activities during 2009 was $2,172 million. Aggregate purchases of marketable securities and short-term investments amounted to $4,985 million in 2009.

        Total cash disbursements for the purchase of property, plant and equipment, and intangibles in 2009 amounted to $967 million reflecting capital expenditures to expand our manufacturing footprint in emerging markets and selective expenditures to refocus our facilities in mature markets. Capital expenditures in 2009 included $258 million for the purchase of machinery and equipment, $48 million


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for the purchase of land and buildings, $77 million for the purchase of intangible assets and $584 million capital expenditures for construction in progress.

        Acquisitions of businesses (net of cash acquired), in 2009, mainly included the acquisition of Comem and the purchase of the remaining shares in Ensto Busch-Jaeger in Finland, a company in which ABB previously had a noncontrolling ownership stake.


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        Aggregate proceeds from the sales of marketable securities and short-term investments during 2009 amounted to $3,917 million as compared with $5,415 million for 2008. The decrease reflects the change in investment strategy discussed under "Liquidity and Capital Resources".million.

        Cash received from the sale of property, plant and equipment during 2009 included $23 million of proceeds from the sale of real estate properties, mainly in Norway, France, Brazil and Switzerland, and $13 million from the sale of machinery and equipment in various locations.

        In 2009, net cash inflows from the sale of businesses and equity-accounted companies amounted to $16 million, which included approximately $8 million net proceeds from the sale of the mechanical marine thruster business in Poland.

        Net cash flow provided by investing activities during 2008 was $114 million. Aggregate purchases of marketable securities and short-term investments amounted to $3,593 million in 2008.

        Total cash disbursements for the purchase of property, plant and equipment and intangibles amounted to $1,171 million, reflecting high capital expenditures due to new growth projects and increasing capacity requirements. Capital expenditures in 2008 included $308 million for the purchase of machinery and equipment, $78 million for the purchase of land and buildings, $134 million for the purchase of intangible assets, mainly software, and $651 million capital expenditures for construction in progress.

        Acquisitions and divestments, net, in 2008, mainly included the acquisition of Kuhlman in the United States. The preliminary purchase price for Kuhlman was $520 million including assumed debt, which was subsequently adjusted in 2009.

        Aggregate proceeds from sales of marketable securities and short-term investments during 2008 amounted to $5,415 million.

        Cash received from the sale of property, plant and equipment during 2008 included $78 million proceeds from the sale of real estate properties, mainly in Switzerland, Italy, Mexico and Poland and $15 million from the sale of machinery and equipment in various locations.

        Net cash inflows from the sale of businesses and equity-accounted companies amounted to $46 million in 2008. This net inflow included approximately $14 million net proceeds from the sale of the distributed energy business in Germany, $16 million net proceeds from the sale of the ABB Powertech Transformer business in South Africa, as well as $11 million net proceeds from two businesses in Norway, $10 million net proceeds from the sale of the lighting business in the United Kingdom, and approximately $15 million net proceeds from the sale of other minor businesses during 2008. These inflows were partly offset by a claim settlement payment of approximately $20 million related to the former air-handling business that was sold in 2002.


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Net cash used in financing activities

($ in millions)
 2010 2009 2008  2011 2010 2009 

Net changes in debt with maturities of 90 days or less

 52 (59) (10) 450 52 (59)

Increase in debt

 277 586 458  2,580 277 586 

Repayment of debt

 (497) (705) (786) (2,576) (497) (705)

Issuance of shares

 16 89 49  105 16 89 

Transactions in treasury shares

 (166)  (621) 5 (166)  

Dividends paid

 (1,569)   

Dividends paid in the form of nominal value reduction

 (1,112) (1,027) (1,060)  (1,112) (1,027)

Acquisition of noncontrolling interests

 (956) (48)   (13) (956) (48)

Dividends paid to noncontrolling shareholders

 (193) (193) (152) (157) (193) (193)

Other

 49 8 3  (33) 49 8 
              

Net cash used in financing activities

 (2,530) (1,349) (2,119) (1,208) (2,530) (1,349)
              

        Our financing activities primarily include debt bothtransactions (both from the issuance of debt securities and borrowings directly from banks,banks), capital and treasury stock transactions, and dividends paid.

        The 2011 net cash inflow from changes in debt with maturities of 90 days or less, primarily reflects the net issuance of commercial paper under our $1 billion commercial paper program in the United States.

        In 2011, the cash inflows from increases in debt principally related to the issuance of the following bonds: $600 million aggregate principal, 2.5%, due 2016; $650 million aggregate principal, 4.0%, due 2021; CHF 500 million aggregate principal, 1.25%, due 2016; and CHF 350 million aggregate principal, 2.25%, due 2021. In 2010 and 2009, increases in debt primarily relaterelated to short-term borrowings.

        During 2011, $2,576 million of bonds and other debt was repaid, primarily reflecting the repayment of $1.2 billion in debt assumed upon the acquisition of Baldor in January 2011 and the repayment at maturity of 650 million euro of 6.5% EUR Instruments, due 2011, (equivalent to $865 million at date of repayment). During 2010, $497 million of debt was repaid at maturity. During 2009, $705 million of bonds and other debt was repaid at maturity, including the 108 million Swiss francs of 3.75% CHF bonds, due 2009, (equivalent to $105 million at date of repayment) and 20 million pounds sterling 10% GBP Instruments, due 2009, (equivalent to $33 million at date of repayment, excluding the effect of cross-currency swaps). During 2008, $786


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        In the second quarter of 2011, a bank (to which we had sold call options in connection with our management incentive plan (MIP)) exercised a portion of the call options it held. As a result of the exercise, we received $105 million of bondsfrom the bank and other debt was repaid at maturity, including the remaining (77issued to them 6.0 million euro) 9.5% EUR Instruments, due 2008, as well as several private placements and short-term debt upon maturity.shares from contingent capital.

        During 2010, we purchased, on the open market, 12.1 million of our own shares for use in connection with our employee share-based programs, resulting in a cash outflow of $228 million. This cash outflow was offset by cash inflow of $62 million from the issuance of 3.2 million shares out of treasury stock to employees in connection with our employee share acquisition plan (ESAP). During 2008, we purchased 22.675 million ABB shares at a cost of $621 million in connection with the share buyback program launched in 2008. These shares were subsequently cancelled in July 2010. During2011 and 2009, there were no purchases or sales of treasury stock.

        Dividends paid instock on the form of a nominal value reduction in 2010, 2009 and 2008 represented a reduction in nominal value of CHF 0.51 per share in 2010 and CHF 0.48 per share in each of 2009 and 2008. As a result of these nominal value reductions, the par value of each of our shares was reduced from CHF 2.02 in 2008 to CHF 1.54 in 2009 and to CHF 1.03 in 2010.open market.

        The acquisition of noncontrolling interests in 2010 of $956 million represented the cost of increasing our ownership interest in ABB Limited, India (our publicly-listed subsidiary in India) from approximately 52 percent to 75 percent. In 2009, the $48 million represents an increase in ownership interests, primarily in China.

Disclosures about contractual obligations and commitments

        The contractual obligations presented in the table below represent our estimates of future payments under fixed contractual obligations and commitments. The amounts in the table may differ from those reported in our Consolidated Balance Sheet at December 31, 2010.2011. Changes in our business needs, cancellation provisions and changes in interest rates, as well as actions by third parties and other factors, may cause these estimates to change. Therefore, our actual payments in future periods may vary from those presented in the table. The following table summarizes certain of our contractual


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obligations and principal and interest payments under our debt instruments, leases and purchase obligations at December 31, 2010:2011:

($ in millions)
 Total Less
than 1 year
 1 - 3
years
 3 - 5
years
 More than
5 years
 

Payments due by period

                

Long-term debt obligations

  3,305  76  977  1,166  1,086 

Interest payments related to long-term debt obligations

  595  113  171  118  193 

Operating lease obligations

  2,086  477  741  528  340 

Capital lease obligations(1)

  183  27  44  28  84 

Purchase obligations

  5,756  4,622  936  151  47 
            

Total

  11,925  5,315  2,869  1,991  1,750 
            

($ in millions)
 Total Less
than 1 year
 1-3
years
 3-5
years
 More than
5 years
 

Payments due by period

                

Long-term debt obligations

  2,058  919  1,023  27  89 

Interest payments related to long-term debt obligations

  316  115  112  21  68 

Operating lease obligations

  2,201  463  752  571  415 

Capital lease obligations(1)

  257  33  52  36  136 

Purchase obligations

  4,887  3,635  987  187  78 
            

Total

  9,719  5,165  2,926  842  786 
            

(1)
Capital lease obligations represent the total cash payments to be made in the future and include interest expense of $127$85 million and executory cost of $6$2 million.

        In the table above, the long-term debt obligations reflect the cash amounts to be repaid upon maturity of those debt obligations. As we have designated interest rate swaps as fair value hedges of certain debt obligations, the cash obligations above will differ from the long-term debt balance reflected in "Note 12 Debt" to our Consolidated Financial Statements.

        We have determined the interest payments related to long-term debt obligations by reference to the payments due under the terms of our debt obligations at the time such obligations were incurred. However, we use interest rate swaps to modify the characteristics of certain of our debt obligations. The net effect of these swaps may be to increase or decrease the actual amount of our cash interest payment obligations, which may differ from those stated in the above table. For further details on our debt obligations and the related hedges, see "Note 12 Debt" to our Consolidated Financial Statements.

        Of the total of $870$800 million unrecognized tax benefits (net of deferred tax assets) at December 31, 2010,2011, it is expected that $72$153 million will be paid within less than a year. However, we cannot make a reasonably reliable estimate as to the related future payments for the remaining amount.


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Off balance sheet arrangements

Commercial commitments

        For certain guarantees issued or modified after December 31, 2002, a liability equal to the fair value of the guarantee is recorded.

        We disclose the maximum potential exposure of certain guarantees, as well as possible recourse provisions that may allow us to recover from third parties amounts paid out under such guarantees. The maximum potential exposure does not allow any discounting of our assessment of actual exposure under the guarantees. The information below reflects our maximum potential exposure under the guarantees, which is higher than our assessment of the expected exposure.

Guarantees

        The following table provides quantitative data regarding our third-party guarantees. The maximum potential payments represent a worst-case scenario, and do not reflect our expected results.

 December 31, 

 December 31,  2011 2010 
($ in millions)
 2010 2009  Maximum
potential
payments
 

 Maximum potential payments 

Performance guarantees

 125 214  148 125 

Financial guarantees

 84 91  85 84 

Indemnification guarantees

 203 282  194 203 
          

Total

 412 587  427 412 
          

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        The carrying amounts of liabilities recorded in the Consolidated Balance Sheets in respect of the above guarantees were not significant at December 31, 20102011 and 20092010, and reflect our best estimate of future payments, which we may incur as part of fulfilling our guarantee obligations.

        For additional descriptions of our performance, financial and indemnification guarantees see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.


ENVIRONMENTAL LIABILITIES

        We are engaged in environmental clean-up activities at certain sites principally in the United States, arising under various United States and other environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal proceedings, investigations or claims, and it is uncertain to which extent we are actually obligated to perform. Provisions for these unresolved matters have been set up if it is probable that we have incurred a liability and the amount of loss can be reasonably estimated. If a provision has been recognized for any of these matters we record an asset when it is probable that we will recover a portion of the costs expected to be incurred to settle them. We are of the opinion, based upon information presently available, that the resolution of any such obligations and non-collection of recoverable costs would not have a further material adverse effect on our Consolidated Financial Statements.

Contingencies related to former Nuclear Technology business

        We retained liabilities for certain specific environmental remediation costs at two sites in the United States that were operated by our former subsidiary, ABB CE-Nuclear Power Inc., which we sold to British Nuclear Fuels PLC (BNFL) in 2000.

        We established a provision of $300 million in "Income (loss) from discontinued operations, net of tax" in 2000 for our estimated share of the remediation costs for these sites. At December 31, 20102011 and 2009,2010, we have recorded in current and non-current other liabilities provisions of $181$24 million and $230$181 million, respectively, net of payments from inception of $85$230 million and $65$85 million, respectively, as well as certain adjustments. Expenditures charged against the provision were $145 million, $20 million


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and $11 million during 2011, 2010 and $4 million during 2010, 2009, and 2008, respectively. We have estimated that during 20112012 we will charge expenditures of approximately $148$6 million toagainst the provision.

        For a detailed description of these and other contingencies see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.

Item 6.    Directors, Senior Management and Employees

Principles of Corporate Governance

General principles

        ABB is committed to the highest international standards of corporate governance, and supports the general principles as set forth in the Swiss Code of Best Practice for Corporate Governance, as well as those of the capital markets where its shares are listed and traded.

        In addition to the provisions of the Swiss Code of Obligations, ABB's key principles and rules on corporate governance are set outlaid down in ABB's Articles of Incorporation, the ABB Ltd Board Regulations and Corporate Governance Guidelines (which includes the regulations of ABB's board committees and the ABB Ltd Related Party Transaction Policy), and the ABB Code of Conduct and the Addendum to the ABB Code of Conduct for Members of the Board of Directors and the Executive Committee. It is the duty of ABB's Board of Directors (the Board) to review and amend or propose amendments to those documents from time to time to reflect the most recent developments and practices, as well as to ensure compliance with applicable laws and regulations.


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        This section of the Annual Report is based on the Directive on Information Relating to Corporate Governance published by the SIX Swiss Exchange. Where an item listed in the directive is not addressed in this report, it is either inapplicable to or immaterial for ABB.

        In accordance with the requirements of the New York Stock Exchange (NYSE), a comparison of how the corporate governance practices followed by ABB differ from those required under the NYSE listing standards can be found in the section "Corporate governance—Further information on corporate governance" atwww.abb.com/investorrelationsinvestorcenter.

Duties of directors and officers

        The directors and officers of a Swiss corporation are bound, as specified in the Swiss Code of Obligations, to perform their duties with all due care, to safeguard the interests of the corporation in good faith and to extend equal treatment to shareholders in like circumstances.

        The Swiss Code of Obligations does not specify what standard of due care is required of the directors of a corporate board. However, it is generally held by Swiss legal scholars and jurisprudence that the directors must have the requisite capability and skill to fulfill their function, and must devote the necessary time to the discharge of their duties. Moreover, the directors must exercise all due care that a prudent and diligent director would have taken in like circumstances. Finally, the directors are required to take actions in the best interests of the corporation and may not take any actions that may be harmful to the corporation.

Exercise of powers

        Directors, as well as other persons authorized to act on behalf of a Swiss corporation, may perform all legal acts on behalf of the corporation which the business purpose, as set forth in the articles of incorporation of the corporation, may entail. Pursuant to court practice, such directors and officers can take any action that is not explicitly excluded by the business purpose of the corporation. In so doing, however, the directors and officers must still pursue the duty of due care and the duty of loyalty described above and must extend equal treatment to the corporation's shareholders in like circumstances. ABB's Articles of Incorporation do not contain provisions concerning a director's power, in the absence of an independent quorum, to vote on the compensation to themselves or any members of their body.


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Conflicts of interest

        Swiss law does not have a general provision on conflicts of interest and our Articles of Incorporation do not limit our directors' power to vote on a proposal, arrangement or contract in which the director or officer is materially interested. However, the Swiss Code of Obligations requires directors and officers to safeguard the interests of the corporation and, in this connection, imposes a duty of care and loyalty on directors and officers. This rule is generally understood and so recommended by the Swiss Code of Best Practice for Corporate Governance as disqualifying directors and officers from participating in decisions, other than in the shareholders' meeting, that directly affect them.

Confidentiality

        Confidential information obtained by directors and officers of a Swiss corporation acting in such capacity must be kept confidential during and after their term of office.

Sanctions

        If directors and officers transact business on behalf of the corporation with bona fide third parties in violation of their statutory duties, the transaction is nevertheless valid, as long as it is not explicitly excluded by the corporation's business purpose as set forth in its articles of incorporation. Directors and officers acting in violation of their statutory duties—whether transacting business with bona fide


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third parties or performing any other acts on behalf of the company—may, however, become liable to the corporation, its shareholders and its creditors for damages. The liability is joint and several, but the courts may apportion the liability among the directors and officers in accordance with their degree of culpability.

        In addition, Swiss law contains a provision under which payments made to a shareholder or a director or any person(s) associated therewith, other than at arm's length, must be repaid to the company if the shareholder or director or any person associated therewith was acting in bad faith.

        If the board of directors has lawfully delegated the power to carry out day-to-day management to a different corporate body, e.g., the executive committee, it is not liable for the acts of the members of that different corporate body. Instead, the directors can be held liable only for their failure to properly select, instruct and supervise the members of that different corporate body.

Board of Directors

Responsibilities and organization

        The Board defines the ultimate direction of the business of ABB and issues the necessary instructions. It determines the organization of the ABB Group and appoints, removes and supervises the persons entrusted with the management and representation of ABB.

        The internal organizational structure and the definition of the areas of responsibility of the Board, as well as the information and control instruments vis-à-vis the Group Executive Committee, are set forth in the ABB Ltd Board Regulations and Corporate Governance Guidelines, a copy of which can be found in the section "Corporate governance—Further information on corporate governance" atwww.abb.com/investorrelationsinvestorcenter.

        The Board meets as frequently as needed but at least four times per annual Board term. Board meetings are convened by the chairman or upon request by a director or the chief executive officer (CEO). Written documentation covering the various items of the agenda for each Board meeting is sent out in advance to each Board member in order to allow each member time to study the covered matters prior to the meetings. Decisions made at the Board meetings are recorded in written minutes of the meetings.

        The CEO shall regularly, and whenever extraordinary circumstances so require, report to the Board about ABB's overall business and affairs. Further, Board members are entitled to information


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concerning ABB's business and affairs. Additional details are set forth in the ABB Ltd Board Regulations and& Corporate Governance Guidelines.Guidelines which can be found in the section "Corporate governance—Further information on corporate governance" at www.abb.com/investorcenter.

Term and members

        The members of the Board are elected individually at the ordinary general meeting of the shareholders for a term of one year; re-election is possible. Our Articles of Incorporation, a copy of which can be found in the section "Corporate governance—Further information on corporate governance" atwww.abb.com/investorrelationsinvestorcenter, do not provide for the retirement of directors based on their age. However, an age limit for members of the Board is set forth in the ABB Ltd Board Regulations and Corporate Governance Guidelines (although waivers are possible and subject to Board discretion), a copy of which can be found in the section "Corporate governance" atwww.abb.com/investorrelationsinvestorcenter.

        As at December 31, 2010,2011, the members of the Board (Board term April 20102011 to April 2011)2012) were:

        Hubertus von Grünberg has been a member and chairman of ABB's Board of Directors since May 3, 2007. He is a member of the supervisory boards of Allianz Versicherungs AG and Deutsche Telekom AG (both Germany). He is a member of the board of directors of Schindler Holding AG (Switzerland). Mr. vonVon Grünberg was born in 1942 and is a German citizen.

        Roger Agnelli has been a member of ABB's Board of Directors since March 12, 2002. He iswas previously the president and chief executive officer of Vale S.A. (Brazil). Mr. Agnelli was born in 1959 and is a Brazilian citizen.


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        Louis R. Hughes has been a member of ABB's Board of Directors since May 16, 2003. Mr. HughesHe is the chairman and chief executive officer of InZero Systems (formerly GBS Laboratories LLC) (U.S.). He is also a member of the boards of directors of Akzo Nobel (The Netherlands) and Alcatel Lucent (France). Mr. Hughes was born in 1949 and is an U.S.a US citizen.

        Hans Ulrich Märki has been a member of ABB's Board of Directors since March 12, 2002. He is the retired chairman of IBM Europe, Middle East and Africa (France), and a member of the board of directors of Mettler-Toledo International (U.S.) and Swiss Re and Menuhin Festival Gstaad AG (both Switzerland). He is also a member of the foundation board of Schulthess Klinik, Zurich (Switzerland) and the board of trustees of the Hermitage Museum, St. Petersburg (Russia). Mr. Märki was born in 1946 and is a Swiss citizen.

        Michel de Rosen has been a member of ABB's Board of Directors since March 12, 2002. He is the chief executive officer of and member of the board of directors of Eutelsat Communications (France). Mr. deDe Rosen was born in 1951 and is a French citizen.

        Michael Treschow has been a member of ABB's Board of Directors since May 16, 2003. He is the chairman of the boards of directors of Ericsson (Sweden), Unilever NV (The Netherlands), and Unilever PLC (U.K.). He is also a member of the board of directors of the Knut and Alice Wallenberg Foundation (Sweden). Mr. Treschow was born in 1943 and is a Swedish citizen.

Bernd W. Voss has been a member of ABB's Board of Directors since March 12, 2002. He is a member of the supervisory boards of Continental AG and Wacker Chemie (both Germany). Mr. Voss was born in 1939 and is a German citizen.

        Jacob Wallenberg has been a member of ABB's Board of Directors since June 26, 1999. From March 1999 to June 1999, he served as a member of the board of directors of ABB Asea Brown Boveri Ltd, the former parent company of the ABB Group. He is the chairman of the board of directors of Investor AB (Sweden). He is vice chairman of Telefonaktiebolaget LM Ericsson AB, SEB Skandinaviska Enskilda Banken, Atlas Copco AB and SAS AB (all Sweden). He is also a member of the boards of directors of the Knut and Alice Wallenberg Foundation and the Stockholm School of Economics (both Sweden), and The Coca-Cola Company (U.S.). Mr. Wallenberg.Wallenberg was born in 1956 and is a Swedish citizen.

Ying Yeh has been a member of ABB's Board of Directors since April 29, 2011. She is a member of the board of directors of Intercontinental Hotels Group (UK), AB Volvo AB (Sweden) and Samsonite International S.A. (Luxembourg). Yeh was born in 1948 and is a Chinese citizen.


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        As of December 31, 2010,2011, all Board members were non-executive and independent directors (see also "Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions"), and none of ABB's Board members held any official functions or political posts. Further information on ABB's Board members can be found by clicking on the ABB Board of Directors CV link which can be found in the section "Corporate governance—Further information on corporate governance" atat: www.abb.com/investorrelationsinvestorcenter.

Board committees

        From among its members, the Board has appointed two Board committees: the Governance, Nomination and Compensation Committee (GNCC) and the Finance, Audit and Compliance Committee (FACC). The duties and objectives of the Board committees are set forth in the ABB Ltd Board Regulations and Corporate Governance Guidelines, a copy of which can be found in the section "Corporate governance—Further information on corporate governance" atwww.abb.com/investorrelationsinvestorcenter. These committees assist the Board in its tasks and report regularly to the Board. The members of the Board committees are required to be independent.

Governance, Nomination and Compensation Committee

        The GNCC is responsible for (1) overseeing corporate governance practices within ABB, (2) nominating candidates for the Board, the role of CEO and other positions on the Group Executive Committee, and (3) succession planning, employment and compensation matters relating to the Board and the Group Executive Committee. The GNCC is also responsible for maintaining an orientation program for new Board members and an ongoing education program for existing Board members.


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        The GNCC must comprise three or more independent directors. The chairman of the Board and, upon invitation by the committee's chairman, the CEO or other members of the Group Executive Committee may participate in the committee meetings, provided that any potential conflict of interest is avoided and confidentiality of the discussions is maintained.

Finance, Audit and Compliance Committee

        The FACC is responsible for overseeing (1) the integrity of ABB's financial statements, (2) ABB's compliance with legal, tax and regulatory requirements, (3) the independent auditors' qualifications and independence, (4) the performance of ABB's internal audit function and external auditors and (5) ABB's capital structure, funding requirements and financial risk policies.

        The FACC must comprise three or more independent directors who have a thorough understanding of finance and accounting. The chairman of the Board and, upon invitation by the committee's chairman, the CEO or other members of the Group Executive Committee may participate in the committee meetings, provided that any potential conflict of interest is avoided and confidentiality of the discussions is maintained. In addition, the Chief Integrity Officer, the Head of Internal Audit and the external auditors participate in the meetings as appropriate. As required by the U.S. Securities and Exchange Commission (SEC), at least one member of the FACC has to be an audit committee financial expert. The Board has determined that Bernd W. Vosseach member of the FACC is an audit committee financial expert.


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Meetings and attendance

        The Board and its committees have regularly-scheduledregularly scheduled meetings throughout the year. These meetings are supplemented by additional meetings (either in person or by conference call), as necessary. The average planned duration of each regularly-scheduled Board, GNCC and FACC meeting is 7 hours, 3 hours and 4 hours, respectively.

        The table below shows the number of meetings held during 20102011 by the Board and its committees, their average duration, as well as the attendance of the individual Board members. In addition, members of the Board and the Group Executive Committee participated in a two-day strategic retreat.

 
 Board  
  
 
Meetings and attendance
 Regular Additional GNCC FACC 

Average duration (hours)

  6.6  1  3  3.2 

Number of meetings

  6  3  5  6 

Meetings attended:

             

Hubertus von Grünberg

  5  3     

Roger Agnelli(1)

  6  3  2  3 

Louis R. Hughes

  6  3    6 

Hans Ulrich Märki

  6  3  5   

Michel de Rosen

  6  3  5   

Michael Treschow(2)

  6  3  3   

Bernd W. Voss(3)

  2  2    3 

Jacob Wallenberg

  6  3    6 

Ying Yeh(4)

  4  2  3   

 
 Board  
  
 
 
 GNCC FACC 
 
 Regular Additional 
Meetings and attendance
  
  
 

Average duration (hours)

  7.1  1.2  3  2.8 

Number of meetings

  5  8  5  7 

Meetings attended:

             
 

Hubertus von Grünberg

  5  8     
 

Roger Agnelli

  3  7  2   
 

Louis R. Hughes

  5  8    7 
 

Hans Ulrich Märki

  5  8  5   
 

Michel de Rosen

  5  7  5   
 

Michael Treschow

  5  7     
 

Bernd W. Voss

  5  8    7 
 

Jacob Wallenberg

  5  8    6 

Table(1)
Roger Agnelli was a member of Contentsthe GNCC until the 2011 AGM. He subsequently joined the FACC.

(2)

Michael Treschow joined the GNCC following the 2011 AGM.

(3)
Bernd W. Voss retired from the Board and the FACC at the 2011 AGM.

(4)
Ying Yeh joined the GNCC following her election to the Board at the 2011 AGM.

5.7 Secretary to the Board

        Diane de Saint Victor is the secretary to the Board.

Group Executive Committee

Responsibilities and organization

        The Board has delegated the executive management of ABB to the CEO and the other members of the Group Executive Committee. The CEO and under his direction the other members of the Group Executive Committee are responsible for ABB's overall business and affairs and day-to-day management.

        The CEO reports to the Board regularly, and whenever extraordinary circumstances so require, on the course of ABB's business and financial performance and on all organizational and personnel matters, transactions and other issues relevant to the Group.

        Each member of the Group Executive Committee is appointed and discharged by the Board.


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Members of the Group Executive Committee

        As at December 31, 2010,2011, the members of the Group Executive Committee were:

        Joe Hogan joined ABB's Group Executive Committee as Chief Executive Officer in September 2008. Before joining ABB, Mr. Hogan was the CEO and President of General Electric's GE Healthcare unit from 2000 to 2008. From 1985 to 2000, Mr. Hogan held various positions at General Electric. Mr. Hogan was born in 1957 and is an U.S.a US citizen.

        Michel Demaré joined ABB's Group Executive Committee as Chief Financial Officer in January 2005, and2005. From October 2008 to March 2011 he assumed responsibilities aswas also Head of Global Markets in October 2008.Markets. From February 2008 to August 2008 he was appointed interim CEO in addition to his duties as CFO. He is also vice chairman of the board of directors of UBS AG and a board member of IMD Foundation (all Switzerland). From 2002 until 2004 Mr. Demaré was vice president and chief financial officer of Baxter Europe. From 1984 until 2002, he held various positions within Dow Chemical (U.S.). Mr. Demaré was born in 1956 and is a Belgian citizen.

        Gary Steel joined ABB's Group Executive Committee as Head of Human Resources in January 2003. Mr. Steel is a member of the board of directors of Harman International Industries Inc. (U.S.) and a non-executive director of Aquamarine Power UK.(UK). In 2002, he was the human resources director, group finance at Royal Dutch Shell (Netherlands). Between 1976 and 2002, he held several human resources and employee relations positions at Royal Dutch Shell. Mr. Steel was born in 1952 and is a British citizen.

        Diane de Saint Victor joined ABB'ABB's Group Executive Committee as General Counsel in January 2007. From 2004 to 2006, she was general counsel of European Aeronautic Defence and Space, EADS (France/Germany). From 2003 to 2004, she was general counsel of SCA Hygiene Products (Germany). From 1993 to 2003, she held various legal positions with Honeywell International (France/Belgium). From 1988 to 1993, she held various legal positions with General Electric (U.S.). Ms. deDe Saint Victor was born in 1955 and is a French citizen.

        Brice Koch was appointed Executive Committee member responsible for Marketing and Customer Solutions in January 2010. From 2007 to 2009 he was the Manager of ABB in China and of ABB's North Asia Region. Between 1994 and 2006 he held several management positions with ABB. He is also member of the board of directors of Rector S.A., France. Mr. Koch was born in 1964 and is a French citizen.

Frank Duggan was appointed Executive Committee member responsible for Global Markets in March 2011. Since 2008 he is also ABB's region manager for India, Middle East and Africa. From 2008 to 2011 he was ABB's country manager for the United Arab Emirates. From 2004 to 2007 he was head of ABB's Group Account Management and ABB's country manager for Ireland. Between 1986 and 2004 he held several management positions with ABB. Duggan was born in 1959 and is an Irish citizen.

        Bernhard Jucker was appointed Executive Committee member responsible for the Power Products division in January 2006. From 2003 to 2005, he was ABB's country manager for Germany. From 1980 to 2003 he held various positions in ABB. Mr. Jucker was born in 1954 and is a Swiss citizen.


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        Peter Leupp was appointed Executive Committee member responsible for the Power Systems division in January 2007. He is also a member of the board of directors of Gurit Holding AG (Switzerland). From 2005 to 2006, he was ABB's regional manager for North Asia and from 2001 to 2006 he was ABB's country manager for China. From 1989 to 2001, he held various positions in ABB. Mr.He is also a member of the board of directors of Gurit Holding AG (Switzerland). Leupp was born in 1951 and is a Swiss citizen.

        Ulrich Spiesshofer was appointed Executive Committee member responsible for the Discrete Automation and Motion division in January 2010. He joined ABB in November 2005 as Executive Committee member responsible for Corporate Development. From 2002 until he joined ABB, he was senior partner, global head of operations practice at Roland Berger AG.AG (Switzerland). Prior to 2002, he held various positions with A.T. Kearney Ltd. and its affiliates. Mr. Spiesshofer was born in 1964 and is a German citizen.


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        Tarak Mehta was appointed Executive Committee member responsible for the Low Voltage Products division in October 2010. From 2007 to 2010 he was head of the Transformers business. Between 1998 and 2006 he held several management positions with ABB. Mr. Mehta was born in 1966 and is an U.S.a US citizen.

        Veli-Matti Reinikkala was appointed Executive Committee member responsible for the Process Automation division in January 2006. He is a member of the board of directors of UPM-Kymmene (Finland). In 2005, he was the head of the Process Automation business area. From 1993 to 2005, he held several positions with ABB. Mr. Reinikkala was born in 1957 and is a Finnish citizen.

        In addition, as of March 1, 2011,2012,Frank DugganPeter Leupp washas decided to retire from the Executive Committee of ABB and Brice Koch will succeed him as head of the Power Systems division. During March and April 2012, the Marketing and Customer Solutions team will report to CEO Joe Hogan. As of May 1, 2012, Greg Scheu, head of ABB's Discrete Automation and Motion division in North America, has been appointed Executive Committee memberMember responsible for Global MarketsMarketing and Customer Solutions. Scheu, a former executive at Rockwell International, joined ABB in March 2011. He remains ABB's region manager for India, Middle East2001 and Africa, a position he has held since 2008. In addition, from 2008 to 2011 Mr. Duggan was ABB's country manageris also currently responsible for the United Arab Emirates. From 2004 to 2007 he was headintegration of ABB's Group Account Management and ABB's country manager for Ireland. Between 1986 and 2004 he held several management positions with ABB. Mr. DugganBaldor Electric Co., which ABB acquired in January 2011. Scheu was born in 19591961 and is an Irisha US citizen.

        Further information about the members of the Group Executive Committee can be found by clicking on the Group Executive Committee CV link in the section "Corporate governance" atwww.abb.com/investorrelationsinvestorcenter.

Management contracts

        There are no management contracts between ABB and companies or natural persons not belonging to the ABB Group.

Employee Participation Programs

Incentive plans linked to ABB shares

        In order to align its employees' interests with the business goals and financial results of the company, ABB operates a number of incentive plans, linked to ABB's shares, which are summarized below (for a more detailed description of each incentive plan, please refer to "Note 18 Share-based paymentspayment arrangements" to our Consolidated Financial Statements.Statements).

Employee Share Acquisition Plan

        The ESAP is an employee stock-option plan with a savings feature. Employees save over a 12-month period, by way of monthly salary deductions. The maximum monthly savings amount is the lower of 10 percent of gross monthly salary or the local currency equivalent of CHF 750. At the end of the savings period, employees choose whether to exercise their stock options to buy ABB shares (ADSs(ADS in the case of employees in the U.S.) at the exercise price set at the grant date, or have their savings returned with interest. The savings are accumulated in a bank account held by a third-party trustee on behalf of the participants and earn interest.


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        The maximum number of shares that each employee can purchase has been determined based on the exercise price and the aggregate savings for the 12-month period, increased by 10 percent to allow for currency fluctuations. If, at the exercise date, the balance of savings plus interest exceeds the maximum amount of cash the employeeemployees must pay to fully exercise their stock options, the excess funds will be returned to the employee.employees. If the balance of savings and interest is insufficient to permit the employeeemployees to fully exercise their stock options, the employee hasemployees have the choice, but not the obligation, to make an additional payment so that they may fully exercise their stock options.

        If an employee ceasesemployees cease to be employed by ABB, the accumulated savings as of the date of cessation of employment will be returned to the employeeemployees and the employee'stheir right to exercise their stock options will be forfeited. Employees can withdraw from the ESAP at any time during the savings period and will be entitled to a refund of their accumulated savings.


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        The exercise price per share and ADS of CHF 20.4615.98 and USD 20.55,18.10, respectively, for the 20102011 grant, was determined using the closing price of the ABB share on the SIX Swiss Exchange and ADS on the New York Stock Exchange on the grant date.

Management Incentive Plan

        ABB maintains a management incentive plan (MIP)MIP under which it offers stock options and cash-settled warrant appreciation rights (WARs) (and through the launch in 2009 also offered stock warrants) to key employees for no consideration.

        The warrants and options granted under the MIP allow participants to purchase shares of ABB at predetermined prices. Participants may sell the warrants and options rather than exercise the right to purchase shares. Equivalent warrants are listed by a third-party bank on the SIX Swiss Exchange, which facilitates pricing and transferability of warrants granted under the MIP. The options entitle the holder to request that a third-party bank purchase such options at the market price of equivalent warrants listed by the third-party bank in connection with that MIP launch. If the participant elects to sell the warrants or options, the instruments will then be held by a third party and, consequently, ABB's obligation to deliver shares will be to this third party. Each WAR gives the participant the right to receive, in cash, the market price of the equivalent listed warrant on the date of exercise of the WAR. The WARs are non-transferable.

        Participants may exercise or sell warrants and options and exercise WARs after the vesting period, which is three years from the date of grant. Vesting restrictions can be waived in certain circumstances, such as death or disability. All warrants, options and WARs expire six years from the date of grant.

Long-Term Incentive Plan

        ABB has an long-term incentive planLong-Term Incentive Plan (LTIP) for members of its Group Executive Committee and certain other executives. In 2010,2011, the LTIP involved cash-settled conditional grants of ABB's stock and contained a retention component. The plan is described in the "Remuneration—Components of executive compensation"compensation to Executive Committee" section below.

Remuneration

        ABB's success depends on its ability to attract and retain people who will drive the business to outperform competitors over the long term. This is an important consideration in the development of its remuneration policy, which is presented in this section of the Annual Report together with details of compensation in 20102011 for members of the Board of Directors and the Executive Committee.Committee (EC).

Remuneration principles and governance

Board oversight

        The Board of Directors and its Governance, Nomination and Compensation Committee (GNCC)GNCC have direct oversight of compensation policy at ABB. The GNCC has primary responsibilityis responsible for


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elaborating developing the general remuneration principles and practicepractices of the ABB Group whileand for recommending them to the full Board, of Directorswhich takes the final decisions.

        The GNCC also plays a role in setting compensation for members of the Board through recommendations that it makes to the full Board of Directors.Board. The GNCC's recommendations are based on regular comparisons with compensation at other major Swiss companies, as outlined under "—Componentsthe section "Components of compensation to Board of Directors" below. The full Board takes the final decisions on Board compensation.

Remuneration principles

        The Board and GNCC are actively involved in the continuous development of ABB's executive remuneration system which has been evolving since 2004 to reflect a remuneration philosophy that is based on the principles of market orientation, performance, shareholder value and shareholder value. In 2010, measures aimed at retaining executives were strengthened and have become a further pillarretention. The "Components of the remuneration system. "—Componentscompensation to


Table of executive compensation"Contents

Executive Committee" section below explains the principles and how they apply to remuneration for membersEC members.

        Compensation for most other managers in the company reflects primarily the principles of ABB's Executive Committee.market orientation and performance, although some managers also participate in plans that support the creation of shareholder value and encourage retention.

        The GNCC acts on behalf of the Board in regularly reviewing the remuneration philosophy and structure, and in reviewing and approving specific proposals on executive compensation to ensure that they are consistent with the Group's compensation principles. Information on the number of meetings held by the GNCC in 2011 and on the attendees can be found in "Board of Directors—Meetings and attendance" above.

Annual reviews

        TheEvery year, the Board reviews the CEO's performance and compensation of the CEO annually, while thedecides on any change in compensation. The CEO reviews the performance of other members of the Executive CommitteeEC and makes recommendations to the GNCC on their individual remuneration. The full Board takes the individual remunerationfinal decisions on compensation for all EC members, none of whom participates in the Executive Committee members.deliberations on their remuneration.

        The CEO also recommends the Group performance targets that determine the short-term variable compensation paid to members of the Executive CommitteeEC and most other senior managers throughout the company. Short-term variable compensation for some managers with regional or country-level responsibilities is based on related targets adapted to ABB's goals in these markets.

The GNCC reviews the CEO's recommendations and may make or request amendments before it submits a proposal to the Board, which is responsible for taking the final decision.

Components of compensation to Board of Directors

        In order to attract directors with the necessary experienceABB sets and competence, ABB targets a level ofperiodically reviews compensation for Board members that is comparable to thatbased on a comparison of the compensation of non-executive Boardboard members in otherof publicly traded companies in Switzerland that are part of the Swiss Market Index.

        Members of the Board of Directors are paid for their service over a 12-month period that starts with their election at the annual general meeting. Payment to members of the Board is made in two installments, one following the first six months of their term and one at the end. Board members do not receive pension benefits and are not eligible to participate in any of ABB's employee incentive programs.

        To align the interests of Board members with those of ABB's shareholders, half of their compensation is paid in the form of ABB shares, though Board members can alsoalternatively choose to receive all their compensation in shares, and the shares are kept in a blocked account for three years. Departing Board members are entitled to the shares when they leave the companyCompany unless agreed otherwise.

        The number of shares awarded is calculated prior to each semi-annual payment by dividing the sum to which they are entitled by the average closing price of the ABB share over a predefined 30-day period.


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Board of Directors compensation in 20102011

        Compensation for Board members is outlined in the table below and has been unchanged since the 2007/2008 term of office. Consistent with past practice, no loans or guarantees were granted to Board members in 2010.2011.


 Board term  Board term 

 2010/2011 2009/2010 
Function
 2011/2012 2010/2011 

 CHF
 CHF
  CHF
 CHF
 

Chairman of the Board

 1,200,000 1,200,000  1,200,000 1,200,000 

Member of the Board and Committee chairman

 400,000 400,000  400,000 400,000 

Member of the Board

 300,000 300,000  300,000 300,000 

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        The compensation amounts per individual are listed in the table below:

 
  
 Paid in 2011 
 
  
 November
Board term 2011/2012
 May
Board term 2010/2011
  
 
Name
 Function Settled in
cash(1)
 Settled in
shares—
number of
shares
received(2)
 Settled in
cash(1)
 Settled in
shares—
number of
shares
received(2)
 Total
compensation
paid 2011(3)(4)(5)
 
 
  
 CHF
  
 CHF
  
 CHF
 

Hubertus von Grünberg

 Chairman of the Board    25,917��   19,303  1,200,000 

Roger Agnelli(6)

 Member of the Board  75,000  3,196  75,000  2,388  300,000 

Louis R. Hughes(6)

 Member of the Board and beginning with the 2011/2012 board term Chairman of the Finance, Audit and Compliance Committee  100,000  4,272  75,000  2,388  350,000 

Hans Ulrich Märki

 Member of the Board and Chairman of the Governance, Nomination and Compensation Committee    11,746    8,757  400,000 

Michel de Rosen(7)

 Member of the Board    6,392  75,000  2,388  300,000 

Michael Treschow(7)

 Member of the Board  75,000  3,251  75,000  2,419  300,000 

Bernd W. Voss(8)

 Member of the Board and Chairman of the Finance, Audit and Compliance Committee until the 2011/2012 board term      100,000  3,222  200,000 

Jacob Wallenberg(6)

 Member of the Board  75,000  3,196  75,000  2,388  300,000 

Ying Yeh(7)(9)

 Member of the Board  75,000  3,197      150,000 
              

Total

    400,000  61,167  475,000  43,253  3,500,000 
              

 
  
 Paid in 2010 
 
  
 November
Board term 2010/2011
 May
Board term 2009/2010
  
 
Name
 Function Settled in
cash(1)
 Settled in
shares—
number of
shares
received(2)
 Settled in
cash(1)
 Settled in
shares—
number of
shares
received(2)
 Total
compensation
paid 2010(3)
 
 
  
 CHF
  
 CHF
  
 CHF
 

Hubertus von Grünberg

 Chairman of the Board    20,105  300,000  9,092  1,200,000 

Roger Agnelli(4)

 Member of the Board  75,000  2,492  75,000  2,259  300,000 

Louis R. Hughes(5)

 Member of the Board  75,000  2,492  75,000  2,259  300,000 

Hans Ulrich Märki

 Member of the Board and Chairman of the Governance, Nomination and Compensation Committee    9,124    8,264  400,000 

Michel de Rosen(4)

 Member of the Board  75,000  2,492    4,519  300,000 

Michael Treschow

 Member of the Board  75,000  2,522  75,000  2,278  300,000 

Bernd W. Voss

 Member of the Board and Chairman of the Finance, Audit and Compliance Committee  100,000  3,358  100,000  3,035  400,000 

Jacob Wallenberg(5)

 Member of the Board  75,000  2,492  75,000  2,259  300,000 
              

Total

  475,000  45,077  700,000  33,965  3,500,000 
              

(1)
Represents gross amounts paid, prior to deductions for social security, withholding tax, etc.

(2)
Number of shares per Board member is calculated based on net amount due after deductions for social security, withholding tax etc.

(3)
In additionFor the 2011-2012 Board term, all members elected to the Board remuneration statedreceive 50 percent of their gross compensation in the above table,form of ABB paid in 2010 CHF 219,102 in employee social security payments. shares, except for Hubertus von Grünberg, Hans Ulrich Märki and Michel de Rosen who elected to receive 100 percent.

(4)
For the 2010-2011 Board term, all members elected to receive 50%50 percent of their gross compensation in the form of ABB shares, except for Hubertus von Grünberg and Hans Ulrich Märki who elected to receive 100%.100 percent.

(4)(5)
In addition to the Board remuneration stated in the above table, the Company paid CHF 213,122 in 2011 in employee social security payments.

(6)
Member of the Finance, Audit and Compliance Committee.

(7)
Member of the Governance, Nomination and Compensation Committee.

(5)(8)
Member ofBernd W. Voss did not stand for election to the Finance, Audit and Compliance Committee.Company's Board at the AGM in April 2011.

(9)
Ying Yeh was elected to the Company's Board at the AGM in April 2011.

Components of executive compensation to Executive Committee

        All senior positions in ABB have been evaluated using a consistent methodology developed by the Hay Group, whose job evaluation system is used by more than 10,000 companies around the world. The Hay methodology goes beyond job titles and company size in assessing positions. It considers the know-how required to do the job, the problem solving complexities involved, as well as the accountability for results and the freedom to act to achieve results.

This approach provides a meaningful, transparent and consistent basis for comparing remuneration levels at ABB with those of


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equivalent jobs at other companies that have been evaluated using the same criteria. The Board of Directorsprimarily uses Hay's data from the European market for positions based in Switzerland and from the North American market for jobs based in the U.S. Compensation for Executive Committee members at ABBto set EC compensation, which is around or slightly above the median values for the market in each region, reflecting ABB's success in outperforming its peers in recent years.market.

        In addition to being aligned with the market in this way, the compensation of Executive CommitteeEC members is also designed to support three principles:


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        The compensation of Executive CommitteeEC members currently consists of the following elements which, taken together, reflect these principles: a base salary and benefits, a short-term variable component dependent on Group performance criteria,targets, and a long-term variable component designed to reward the creation of shareholder value and an executive's commitment to ABB.the company. These are described in detail below.in the remainder of this section.

        The base salary and benefits are fixed elements of the annual compensation packages, while the other components vary with performance.are variable. In 2010,2011, fixed compensation represented 3230 percent of the CEO's remuneration and about 50approximately 35 percent for most of the other members of the EC.EC members. The ratio of fixed to variable components in any given year will depend on the performance of the individuals and of ABBthe company against predefined criteria.Group performance targets.

        The main components of executive compensation in 20102011 are summarized in the following chart and explained in more detail below:

Base salary

 Cash 

•       Paid monthly

Paid monthly

   

Competitive in respectiverespect to labor marketmarkets

   

Annual increases,revisions, if any, partly based on performance


Short-term variable compensation


 

Cash

 




Conditional annual payment





   

Payout depends on performance in previous year against predefined Group targets

Long-term variable
compensation
(Long-Term Incentive Plan)

 Cash and shares 

Long-term variable


Cash and shares


Performance component:


Retention component:
compensation (Long-Term

•       

Conditional grant

•       

Conditional grant
Incentive Plan)made annuallymade annually

•       

Payout is in cash and depends on performance of ABB shares against those of peers over a three-year period

 Retention component:

•       Conditional grant made annually

Payout is in cash (30%) and shares (70%) and requires the executive to remain at ABB for full three-year period

     (30 percent may be drawnExecutives can elect to receive 100% in cash principally to help meet tax obligations)shares)

        In addition, members of the Executive CommitteeEC are required to build up a holding of ABB shares that is equivalent to a multiple of their base salary, to ensure that their interests are aligned with those of shareholders. TheSince 2010, the requirement as of 2010, ishas been five times base salary for the CEO and four times base salary for the other members of the Executive Committee.EC. New members of the Executive CommitteeEC should aim to reach these multiples within four years of their appointment. These required shareholding amounts are reassessedreviewed annually, based on salary and share price developments.


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Annual base salary and benefits

        The base salary for members of the Executive CommitteeEC is set with reference to positions with equivalent responsibilities outside ABB as determined using the Hay methodology described above. It is reviewed annually principally on the basis of Hay's annual Top Executive Compensation in Europe survey for executives based in Europe, and of the Top Executive Compensation in the U.S. for positions based in


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the U.S.survey. In addition, the executive's performance during the preceding year against individual targets is taken into account when considering increases. Under its mandate with ABB, Hay also conducts job evaluations.

Benefits

        Members of the Executive CommitteeEC receive pension benefits, payable into the Swiss ABB Pension Fund and ABB Supplementary Insurance Plan (the regulations are available at www.abbvorsorge.ch), except forwww.abbvorsorge.ch). Veli-Matti Reinikkala who iswas insured under comparable plans in the U.S., where he is based. ABB targets a level of pension benefits that is among the top 25 percent of Swiss companies. until his relocation to Zurich in July 2011. The current level of pension benefits was set followingin 2006 on the basis of results from a survey of Swiss companiespension conditions for Swiss-based executives at Adecco, Ciba, Dow, Nestlé, Novartis, Roche, Serono, Syngenta and Sulzer, that ABB commissioned from Towers Watson, a consultant,consultant. The benchmarking exercise was repeated in 2007.2010 and showed that ABB's pension benefits for executives are above the median for this group. Towers Watson also provides actuarial services to ABB, and pension advisory services in connection with mergers and acquisitions transactions.

        Executive CommitteeEC members also receive social security contributions and other benefits, as outlined in the compensation table in "—Executivethe "Executive Committee compensation in 2010"2011" section below. The Board has decided to provide tax equalization for EC members resident outside Switzerland to the extent that they are not able to claim a tax credit in their country of residence for income taxes they have paid in Switzerland.

Short-term variable compensation

        Payment of the short-term variable component is conditional on the fulfillment of predefined annual targets that are specific, quantifiable and challenging. In any given year, this element of an Executive CommitteeEC member's compensation therefore reflects the company's performance against targets for the preceding year.

        In 2010,2011, the targets were Group-wide objectives that were aligned with financial measures communicated to shareholders: orders received, revenues,received; revenues; operational earnings before interest, taxes, depreciation and taxes,amortization; operating cash flow,flow; Net Promoter Score (NPS) detractor follow-up; and cost savings. The first two measures had a weighting of 12.5 percent each, while the other threenext two each accounted for 25 percent, the NPS measure was rated 10 percent, and cost savings accounted for the remaining 15 percent. (Operating cash flow is defined as net cash provided by operating activities, reversing the impact of interest and taxes. NPS is a metric based on dividing customers into three categories: Promoters, Passives, and Detractors. This is achieved by asking customers in a one-question survey whether they would recommend ABB to a colleague. In 2011, ABB had a target to determine and follow-up on every detractor's complaint.)

        The payment for fully achieving the targets is equivalent to 150 percent of the base salary for the CEO and 100 percent of the base salary for other members of the Executive Committee.EC. Underachieving the targets results in a lower payout, or none at all if performance is below a certain threshold. The Board mayhas the discretion to approve a higher payout if the targets are exceeded. For 2011, the Board exercised its discretion and awarded a 12 percent higher payout, reflecting ABB's performance against the targets.

Long-term variable compensation

        An important principle of executive compensation at ABB is that it should encourage the creation of value for the company's shareholders and enable Executive CommitteeEC members to participate in the company's success. Value creation is measured in terms of total shareholder return (TSR), which is the percentage change in the value of the ABB share plus dividends over a three-year period.


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        ABB'sThe company's LTIP is the principal mechanism through which members of the Executive CommitteeEC and certain other executives are encouraged to create value for shareholders. Awarded annually, LTIPs comprise a performance component and a retention component.component whose proportions in relation to the base salary are explained below.

        The first element is designed to reward participants for achieving a TSR that is superior to that of a group of reference companies in related businesses. The peer group is selected by the GNCC on recommendations from an independent third party (a global investment bank), and is reviewed annually. TheAs of December 31, 2011, the group currently consistsconsisted of Alfa Laval, Alstom, Aspen, Atlas Copco, Cooper, Emerson, GE, Honeywell, Invensys, Legrand, MAN, Rockwell, Sandvik, Schneider, SKF, Siemens, Smiths Group, Yaskawa and Yokogawa.

        Under each three-year plan, members of the Executive CommitteeEC are conditionally granted a number of shares whose value at the launch of the plan is equal to a certain percentage of their base salary. In 2010,2011, the percentages were 67 percent for the CEO, 50 percent for the CFO, and head of Global Markets, and 42 percent for the other members of the EC.

        The award will be made after three years if ABB's total shareholder return meets certain criteria. For example, no payout will be made if ABB's performance is weaker than half of its peers. The


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payout is 33 percent if ABB's performance over the evaluation period is positive and equal to the median of the peer group, and rises on a proportional scale to 100 percent if ABB's performance is positive and at least equal toexceeds three-quarters of its peers.

If ABB's performance is negative but better than half of its peers, the number of shares awarded under the Long-Term Incentive Plan launched in 20102011 will be reduced.

        In addition, there is no payout if ABB is unprofitable in the calendar year preceding the end of a three-year LTIP. The measure of profitability used for this purpose is operating net income, which is ABB's net income adjusted for the financial impact of items considered by the Board to be exceptional (such as divestments, acquisitions, etc.).

        The assessment of ABB's performance against its peers for each three-year period is carried out by an independent third party. As of the 2010 LTIP, the payout will be made in cash.

        The second component of the Long-Term Incentive Plan is designed to retain executives at ABB and forms a larger part of the planplans launched in 2011 and 2010 than of those launched in previous years.

        Starting with the 2010 LTIP, members of the EC have been conditionally granted shares which, at the start of each three-year plan, are equal to a reference percentage of their base salary, which the Board may adjust up or down depending on an executive's performance against personal targets for the previous calendar year. In 2011, the reference percentages were 100 percent for the CEO, 75 percent for the CFO and 65 percent for the other members of the Executive Committee.

        The shares are awarded after three years to executives who are still working for the company. Executives receive 30 percent of the payout in cash and the remainder in shares, unless they elect to receive 100 percent of the award in shares. Under the terms and conditions of the plan, executives forfeit the award if they leave ABB voluntarily, while those who retire or are asked to leave the company are awarded shares on a pro rata basis.

        Plans launched prior to 2010 include a co-investment component under which each participant, at the start of the three-year cycle, could set aside shares from their personal holding equivalent in value to 33 percent of the short-term variable compensation received that year. If the shares are held for the entire three-year period, ABB will award the participant the same number of shares.


        Starting with the 2010 LTIP, membersTable of the Executive Committee are conditionally granted shares which, at the start of each three-year plan, are equal to a certain percentage of their base salary. In 2010, the percentages were 100 percent for the CEO, 75 percent for the CFO and head of Global Markets, and 65 percent for the other members of the Executive Committee. The award may be lower if an executive does not reach the personal targets they were set for the previous calendar year.

        The shares are awarded after three years to executives who are still working for the company. Executives can choose to receive 30 percent of the payout in cash, principally to help them meet their income tax obligations. Under the terms and conditions of the plan, executives forfeit the shares if they leave ABB voluntarily, while those who retire or are asked to leave the company are awarded shares on a pro rata basis.Contents

Severance provisions

        Employment contracts for Executive CommitteeEC members contain notice periods of up to 12 months, during which they are entitled to salariescompensation comprising their base salary, benefits and short-term variable compensation. In addition, if the company terminates the employment of a member of the Executive CommitteeEC and that member does not find alternative employment within the notice period that pays at least 70 percent of the member's annual compensation as defined in this section, then the company will continue to pay compensation for up to 12 additional months.

Executive Committee compensation in 20102011

        ABB discloses the compensation elements for each member of the Executive Committee,EC, going beyond the requirements of the Swiss Code of Obligations.

        The performance-relatedshares conditionally granted under the performance component of the Long-Term Incentive Plans isare valued using the Monte Carlo modeling, technique, an accepted simulation techniquemethod under U.S.US GAAP (the accounting standard used by ABB). By assessing the probability of various levels of payout, it provides a realistic estimate of their value.


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        The following table provides an overview of the total compensation of members of the Executive Committee in 2010,2011, comprising cash compensation and the estimated value of the conditional grants awarded under the LTIP launched in 20102011 that runs until 2013.2014. Cash compensation includes the base salary, the short-term variable compensation for 2009,2011, and pension benefits as well as the amounts paid by the company to cover other benefits comprising mainly social security contributions. The compensation is shown gross (i.e.,(ie, before deduction of employee's social security and pension contributions).

Name
 Base salary Short-term
variable
compensation(1)
 Pension
benefits
 Other
benefits(2)
 Estimated value
of share-based
awards granted
in 2011(3)
 Total
2011
 
 
 CHF
 CHF
 CHF
 CHF
 CHF
 CHF
 

Joe Hogan

  1,991,676  3,376,800  280,384  849,768  2,871,650  9,370,278 

Michel Demaré

  1,200,006  1,344,000  267,014  323,361  1,189,349  4,323,730 

Gary Steel

  799,168  901,600  282,501  173,691  687,243  2,844,203 

Ulrich Spiesshofer

  812,502  917,280  229,895  171,064  868,307  2,999,048 

Diane de Saint Victor

  748,258  842,128  267,566  300,585  745,419  2,903,956 

Bernhard Jucker

  945,002  1,064,000  275,936  220,816  811,031  3,316,785 

Peter Leupp

  770,005  862,400  285,712  164,442    2,082,559 

Veli-Matti Reinikkala(4)

  701,230  551,861  267,987  320,362  541,126  2,382,566 

Brice Koch

  741,676  840,000  227,416  224,330  769,347  2,802,769 

Tarak Mehta

  660,835  742,560  215,716  244,075  680,105  2,543,291 

Frank Duggan (joined March 1, 2011)(5)

  597,598  595,962  256,020  140,636  623,213  2,213,429 
              

Total current executive committee members

  9,967,956  12,038,591  2,856,147  3,133,130  9,786,790  37,782,614 
              

Tom Sjoekvist (retired from the EC on September 30, 2010)(6)

  188,851    47,971  617,040    853,862 

Anders Jonsson (retired from the EC on July 31, 2010)(6)

        857,284    857,284 
              

Total former executive committee members

  188,851    47,971  1,474,324    1,711,146 
              

Total

  10,156,807  12,038,591  2,904,118  4,607,454  9,786,790  39,493,760 
              

Name
 Base salary Short-term
variable
compensation(1)
 Pension
benefits
 Other
benefits(2)
 Estimated
value of share-
based awards
granted in
2010(3)
 2010 Total 
 
 CHF
 CHF
 CHF
 CHF
 CHF
 CHF
 

Joe Hogan

  1,900,003  3,420,000  270,325  407,461  2,012,883  8,010,672 

Michel Demaré

  1,200,006  1,440,000  257,251  749,790  952,800  4,599,847 

Gary Steel

  770,005  924,000  272,136  499,581  527,565  2,993,287 

Ulrich Spiesshofer

  780,001  876,000  220,234  339,459  534,405  2,750,099 

Diane de Saint Victor

  730,003  876,000  257,634  356,857  500,160  2,720,654 

Bernhard Jucker

  919,999  1,104,000  266,002  393,193  630,324  3,313,518 

Peter Leupp

  770,005  924,000  276,280  333,196  527,565  2,831,046 

Veli-Matti Reinikkala(4)

  647,903  710,640  207,512  169,151  457,458  2,192,664 

Brice Koch (joined on January 1, 2010)

  700,000    217,434  204,114  479,598  1,601,146 

Tarak Mehta (joined on October 1, 2010)(5)

  162,500    51,758  53,712    267,970 
              

Total current Executive Committee members

  8,580,425  10,274,640  2,296,566  3,506,514  6,622,758  31,280,903 
              

Tom Sjoekvist (retired from the EC on September 30, 2010)(6)(7)

  770,005  924,000  282,498  397,205    2,373,708 

Anders Jonsson (retired from the EC on July 31, 2010)(7)

  619,998  744,000  263,559  375,349    2,002,906 
              

Total former Executive Committee members

  1,390,003  1,668,000  546,057  772,554    4,376,614 
              

Total

  9,970,428  11,942,640  2,842,623  4,279,068  6,622,758  35,657,517 
              

(1)
The table above showsTo reflect widespread market practice, the basis of presentation of the short-term variable compensation relatinghas changed from a cash basis to 2009, paidan accruals basis. Payment is made in 2010. Thereforethe following year, after publication of the financial results. On July 1, 2011, Veli-Matti Reinikkala relocated from the U.S. to Switzerland. According to the Group's policy, he received in 2011 a pro-rata short-term variable compensation payout of CHF 244,581 for individualshis service in the U.S. for the period January 1, 2011,

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    to June 30, 2011. The final payout amount for Veli-Matti Reinikkala, which is based on the 2011 results, has been reduced by this pro-rata short-term variable compensation payment already received. In March 2011, the current and former executive committee members received the 2010 short-term variable compensation payments in the amount of CHF 11,951,967. This number does not include any short-term variable compensation amount for Frank Duggan, who joined the Executive Committee in 2010, no short-term variable compensation amounts in respect of 2009 are presented, as such amounts did not relate to their remuneration as Executive Committee members. Short-temexecutive committee on March 1, 2011. Short-term variable compensation is linked to the targets defined in the ABB Group scorecard and defined target points therein.Group's scorecard. Upon full achievement of the definedthese targets, the short-term variable compensation of the CEO corresponds to 150 percent of his base salary, andwhile for all other Executive Committeeexecutive committee members toit represents 100 percent of their respective base salary. The Board has the discretion to approve a higher payout than 100 percent, if the targets are exceeded. The expected short-term variable compensation outcome forFor 2011, the year 2010 amounts to CHF 11,951,170. Short-term variable compensation payments will be made in March 2011, afterBoard exercised its discretion and awarded a 12 percent higher payout, reflecting the financial results are published.

    company's performance against the targets.

(2)
Other benefits comprise payments related to social security, health insurance, children's education, transportation, tax advice and one-offcertain other items.

(3)
The estimated value of the share basedshare-based awards is subject to performance and other parameters (e.g. the share price development) and may therefore vary in value from the above numbers at the date of vesting, March 15, 2013.2014. The above amounts have been calculated using the market value of the ABB share on the day of grant adjusted, in the case of the performance component, according to the parameters considered in the Monte Carlo Simulation Model.

(4)
Veli-Matti Reinikkala received 50 percent of his base salary in USD and 50 percent in EUR at a fixed USD/EUR exchange rate.rate for the period January to June 2011. All USD payments were converted into Swiss francs usingat a rate of 0.940.94115 per U.S. dollar.USD. As of July 2011, Veli-Matti Reinikkala relocated to Switzerland and since then receives his compensation in Swiss Francs.

(5)
PriorFrank Duggan received 20 percent of his base salary in AED and 80 percent in EUR at a fixed AED/EUR exchange rate for the period March to joining the Executive Committee, Tarak Mehta participated in the LTIP and consequently, in 2010, receivedDecember 2011. All AED payments were converted into Swiss francs at a share-based award in the amountrate of CHF 290,726 which was unrelated to his subsequent appointment to the Executive Committee.0.2562417 per AED.

(6)
Tom Sjoekvist received CHF 85,426 cash compensation for foregone pension benefits as a result of him continuing to work for ABB after the age of 60, included in other benefits above.

(7)
The above compensation figures related to Tom Sjoekvist and Anders Jonsson represent contractually guaranteedcontractual payments for the period January to December 2010.2011.

Table        Short-term variable compensation for any given year is dependent on ABB's performance in that year, and is therefore only paid out once the full-year results are known. As a result, EC members received their short-term variable compensation for 2010 in 2011. However, to reflect widespread market practice, the compensation table above shows the short-term variable compensation expected to be paid in 2012 for ABB's performance in 2011 instead of Contentsthe amount actually paid in 2011 for ABB's 2010 performance. Comparative numbers in the notes to the financial statements have been adjusted to reflect the current year's presentation.

        In addition, the base salaries of the Executive Committee members increased by an average of 3 percent in 2011 after remaining unchanged since 2009. The annual compensation of the CEO in 2011 includes the social security payments that were paid in respect of the shares which were conditionally granted to him when he joined in 2008 and which he received in 2011.

        Details of the share-based compensation granted to members of the Executive CommitteeEC during 20102011 are provided in a table of their shareholdings in "—Groupthe section "Group Executive Committee ownership of ABB shares and options" below. Consistent with past practice, no loans or guarantees were granted to members of the Executive CommitteeEC in 2010.2011.

        Members of the Executive CommitteeEC are eligible to participate in the ESAP, an employee stock-option plan with annual launches, which is open to employees around the world. In addition to the above awards, seven members of the Executive CommitteeEC participated in the seventheighth launch of the plan. One EC member is entitled to acquire up to a maximum of 700 ABB shares while the other EC members who participated in ESAP are each entitled to acquire up to 620 ABB shares at an exercise price of CHF 15.98 per share. ESAP is described in the section "—Employee Participation Programs" above.

        Members of the Executive CommitteeEC cannot participate in the MIP,Management Incentive Plan (MIP), also described in the section "—Employee Participation Programs" above. Any warrants, options or warrant appreciation rightsMIP instruments held by Executive CommitteeEC members (and disclosed in the section "—Group Executive Committee ownership of ABB shares and options" below) were awarded to them as part of the compensation they received in earlier roles that they held in ABB.


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Additional fees and remuneration

        In 2010,2011, ABB did not pay any fees or remuneration to the members of the Board or the Executive CommitteeEC for services rendered to ABB other than those disclosed above. Also, in 20102011 ABB did not pay any additional fees or remuneration, other than on market terms, to persons closely linked to a member of the Board or the Executive CommitteeEC for services rendered to ABB.

        Peter Leupp retired from the EC as of March 1, 2012. In order to benefit from his expertise, ABB will continue to employ Leupp as a director on the boards of ABB in China and of ABB Limited, India, the company's listed Indian subsidiary, and to compensate him for these roles.

Compensation to former members of the Board and the Executive Committee

        Except as disclosed above, ABB did not make any payments to a former member of the Board or the Executive CommitteeEC in 2010.

        Tom Sjoekvist and Anders Jonsson, who both left ABB's Executive Committee in 2010, have agreed not to carry out any work that could compete with activities of ABB during the 12 months following their formal retirement from the company.

        Tom Sjoekvist left the Executive Committee on September 30, 2010 and formally retired from ABB on February 28, 2011. He will receive total compensation for the non-competition obligation of 770,000 Swiss francs. Anders Jonsson left the Executive Committee on July 31, 2010, and formally retired from ABB on December 31, 2010. He will receive a total of 671,667 Swiss francs under a similar agreement.

        The terms of compensation for any consultancy work that ABB may offer them in the 12 months following their formal retirement are also part of the agreements with Tom Sjoekvist and Anders Jonsson.

Change of control provisions

        Following the spirit of ABB's remuneration philosophy, none of ABB's Board members, Executive CommitteeEC members or members of senior management receivereceives "golden parachutes" or other special benefits in the event of a change of control.


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ABB shareholdings of members of the Board and the Executive Committee

        The table below shows the number of ABB shares held by each Board member:

 
 Total number of shares held(1) 
Name
 December 31, 2011 December 31, 2010 

Hubertus von Grünberg

  127,387  82,167 

Roger Agnelli

  154,992  149,408 

Louis R. Hughes

  56,337  49,677 

Hans Ulrich Märki

  389,179  368,676 

Michel de Rosen

  120,108  111,328 

Michael Treschow

  91,741  86,071 

Bernd W. Voss

    157,890 

Jacob Wallenberg(1)

  169,202  163,618 

Ying Yeh

  3,197   
      

Total

  1,112,143  1,168,835 
      

 
 Total number of shares held(1) 
Name
 December 31, 2010 December 31, 2009 

Hubertus von Grünberg

  82,167  52,970 

Roger Agnelli

  149,408  144,657 

Louis R. Hughes

  49,677  69,926 

Hans Ulrich Märki

  368,676  351,288 

Michel de Rosen

  111,328  104,317 

Michael Treschow

  86,071  81,271 

Bernd W. Voss

  157,890  151,497 

Jacob Wallenberg(2)

  163,618  158,867 
      

Total

  1,168,835  1,114,793 
      

(1)
Includes as of December 31, 2010 and 2009, respectively, a total of 1,041,025 and 961,983 shares paid as compensation to Board members in current and prior years.

(2)
Share amounts provided in this section do not include the shares beneficially owned by Investor AB, of which Mr. Wallenberg is chairman.

        Except as described in this section, no member of the Board and no person closely linked to a member of the Board held any shares of ABB or options in ABB shares.

Group Executive Committee ownership of ABB shares and options

        As of December 31, 2010, the2011, EC members of the Executive Committee held the following numbers ofABB shares (or ADSs representing such shares), the conditional rights to receive ABB shares under the LTIP, options (either vested or unvested as indicated) under the MIP and unvested shares in respect of other incentive arrangements.arrangements, as shown in the table "Group Executive Committee ownership of ABB shares and options."


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        Group Executive Committee ownership of ABB shares and options:

 
  
  
 Unvested at December 31, 2011 
Name
 Total number
of shares
held(1)
 Number of
options
held
under the
MIP(2)
 Number of
unvested
options held
under the
MIP(2)
(vesting 2012)
 Maximum
number of
conditionally
granted
shares under
the 2009
launch of the
LTI Plan(3)
(vesting 2012)
 Number of
matching
shares
deliverable
under the
2009
co-investment
portion of the
LTI Plan(3)
(vesting 2012)
 Retention
shares
deliverable
under the
2010
retention
component of
the LTI Plan(3)
(vesting 2013)
 Retention
shares
deliverable
under the
2011
retention
component of
the LTI Plan(3)
(vesting 2014)
 Number of
shares
granted in
respect of
sign-on
bonus(3)
(vesting 2013)
 

Joe Hogan

  223,546      268,362  45,000  87,841  99,371  189,682 

Michel Demaré(4)

  373,935      127,119  34,054  41,609  40,450   

Gary Steel

  206,902      67,974  16,919  23,140  23,517   

Ulrich Spiesshofer

  152,889      64,443  16,147  23,440  31,104   

Diane de Saint Victor

  167,186      64,443  16,262  21,938  26,359   

Bernhard Jucker

  120,485      81,215  18,590  27,647  27,753   

Peter Leupp

  125,113      67,974  13,917  23,140     

Veli-Matti Reinikkala

  106,522      63,320  16,174  20,065  18,517   

Brice Koch

  30,424      42,408    21,036  27,388   

Tarak Mehta

  11,868  190,850    37,467  5,576  12,714  24,211   

Frank Duggan

  15,130  419,430  212,500      14,309  21,326   
                  

Total current executive committee members

  1,534,000  610,280  212,500  884,725  182,639  316,879  339,996  189,682 
                  

 
  
  
 Unvested at December 31, 2010 
Name
 Total
number
of shares
held(1)
 Number of
options held
under the
MIP(2)
 Maximum
number of
conditionally
granted shares
under the
2008 launch
of the
LTI Plan(4)
(vesting 2011)
 Number of
matching
shares
deliverable
under
the 2008
co-investment
portion of
LTI Plan(4)
(vesting 2011)
 Maximum
number of
conditionally
granted
shares
under
the 2009
launch of
the LTI Plan(4)
(vesting 2012)
 Number of
matching
shares
deliverable
under
the 2009
co-investment
portion of
LTI plan(4)
(vesting 2012)
 Retention
shares
deliverable
under
the 2010
retention
component
of the
LTI Plan(4)
(vesting 2013)
 Number of
shares
granted in
respect of
sign-on
bonus(3)(4)
(vesting 2011
and 2013)
 

Joe Hogan

  71,923    145,039  26,923  268,362  45,000  87,841  379,364 

Michel Demaré(5)

  363,445    71,880  10,490  127,119  34,054  41,609   

Gary Steel

  200,858    29,390  8,634  67,974  16,919  23,140   

Ulrich Spiesshofer

  144,580    27,863  8,309  64,443  16,147  23,440   

Diane de Saint Victor

  159,008    27,863  8,178  64,443  16,262  21,938   

Bernhard Jucker

  102,468    35,115  9,739  81,215  18,590  27,647   

Peter Leupp

  116,516    29,390  8,597  67,974  13,917  23,140   

Veli-Matti Reinikkala

  101,716    23,902  6,866  63,320  16,174  20,065   

Brice Koch

  27,224    22,252  3,200  42,408    21,036   

Tarak Mehta

  9,082  190,850  19,853  2,786  37,467  5,576  12,714   
                  

Total current executive committee members

  1,296,820  190,850  432,547  93,722  884,725  182,639  302,570  379,364 
                  

(1)
Includes shares deposited as match for the co-investment portion of the 2009 LTI Plan. These shares may be sold/transferred but then the corresponding number of co-investment shares would be forfeited.

(2)
Options may be sold or exercised/converted into shares at the ratio of 5 options for 1 share.

(3)
189,682The LTI Plan foresees to deliver 30 percent of the value of the vested retention shares vest in each of 2011 and 2013.

(4)
Thecash, but participants have the possibility to elect to receive 30100 percent of the value of the vested sharesaward in cash.shares.

(5)(4)
Total number of shares held includes 4,500 shares held jointly with spouse.

        Furthermore, as ofat December 31, 2010,2011, the following members of the Executive Committee had beenEC held conditionally granted ABB shares under the performance component of the LTI PlanLTIP 2011 and 2010, which at the time of vesting will be fully settled in cash. The conditional grants are shown in the table below and the plan is described in detail in "—Components of executive compensation" above. In addition, certain members of the Executive CommitteeEC held warrant appreciation rights (WARs) that entitle the holder to exercise such WARs and receive in cash the market value of the equivalent listed warrant at the time of exercise. No unvested WARs were held under the MIP by any Executive CommitteeEC member.


 Maximum number of
conditionally
granted shares under
the performance
component of the 2010
launch of LTI Plan
(vesting 2013)
 Number of fully
vested WARs held
under the MIP
 
Name
 Maximum number
of conditionally
granted shares
under the
performance
component of the
2010 launch of
LTI Plan
(vesting 2013)
 Maximum number
of conditionally
granted shares
under the
performance
component of the
2011 launch of
LTI Plan
(vesting 2014)
 Number of fully
vested WARs
held under
the MIP
 

Joe Hogan

 58,854   58,854 60,526  

Michel Demaré

 27,740   27,740 26,967  

Gary Steel

 14,952   14,952 15,196  

Ulrich Spiesshofer

 15,146   15,146 15,460  

Diane de Saint Victor

 14,175   14,175 14,194  

Bernhard Jucker

 17,865 185,000  17,865 17,933  

Peter Leupp

 14,952 375,000  14,952  375,000 

Veli-Matti Reinikkala

 12,965   12,965 11,965  

Brice Koch

 13,593   13,593 14,158  

Tarak Mehta

 8,392   8,392 12,516  

Frank Duggan

 9,444 13,780 375,000 
            

Total current executive committee members

 198,634 560,000  208,078 202,695 750,000 
            

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        Except as described in this section, as at December 31, 2010,2011, no member of the Executive CommitteeEC and no person closely linked to a member of the Executive CommitteeEC held any shares of ABB or options in ABB shares.

Total shareholdings of ABB shares and options

        As of December 31, 2010,2011, the members of our Board and Executive CommitteeEC owned less than 1 percent of ABB's total shares outstanding.


EMPLOYEES

        A breakdown of our employees by geographic region is as follows:


 December 31,  December 31, 

 2010 2009 2008  2011 2010 2009 

Europe

 58,800 60,600 62,100  60,300 58,800 60,600 

The Americas

 17,700 17,100 20,000  25,900 17,700 17,100 

Asia

 30,900 29,900 29,100  37,400 30,900 29,900 

Middle East and Africa

 9,100 8,500 8,200  10,000 9,100 8,500 
              

Total

 116,500 116,100 119,400  133,600 116,500 116,100 
              

        The proportion of our employees that are represented by labor unions or are the subject of collective bargaining agreements varies based on the labor practices of each country in which we operate.

Item 7.    Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

        Investor AB, Sweden, held 166,330,142179,030,142 ABB shares as of December 31, 2010.2011. This holding remained unchanged during 2010 and representsrepresented approximately 7.27.7 percent of ABB's total share capital and voting rights as registered in the Commercial Register on that date. As of December 31, 2010 and 2009, Investor AB, Sweden, held 166,330,142 ABB shares. The number of shares held by Investor AB does not include shares held by Jacob Wallenberg, the chairman of Investor AB, in his individual capacity.

        BlackRock, Inc., New York, U.S., announced that as per April 6, 2010,July 25, 2011, it, together with its direct and indirect subsidiaries, held 70,267,93469,702,100 ABB shares correspondingshares. This amount corresponded to 3.0 percent of ABB's total share capital and voting rights as registered in the Commercial Register on that date.December 31, 2011. For a full review of the disclosure report pursuant to which BlackRock reported its ABB shareholdings, please refer to the search facility of the SIX Swiss Exchange Disclosure Office athttp://www.six-swiss-exchange.com/shares/companies/major_shareholders_en.html?fromDate=19980101&issuer=10881

        To the best of ABB's knowledge, no other shareholder held 3 percent or more of ABB's total share capital and voting rights as registered in the Commercial Register on February 28, 2011.29, 2012.

        Under ABB's Articles of Incorporation, each registered share represents one vote. Significant shareholders do not have different voting rights.

        To our knowledge, we are not directly or indirectly owned or controlled by any government or by any other corporation or person.

        At December 31, 2010,2011, we had approximately 462,000455,000 shareholders. Approximately 168,000167,000 were U.S. holders, of which approximately 740730 were record holders. Based on the share register, U.S. holders (including holders of ADSs) held approximately 1312 percent of the total number of shares issued, including treasury shares, at that date.


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RELATED PARTY TRANSACTIONS

Affiliates and associates

        In the normal course of our business, we purchase products from, sell products to and engage in other transactions with entities in which we hold an equity interest. The amounts involved in these transactions are not material to ABB Ltd. Also, in the normal course of our business, we engage in transactions with businesses that we have divested. We believe that the terms of the transactions we conduct with these companies are negotiated on an arm's length basis.

Key management personnel

        This section describes important business relationships between ABB and its Board members, or companies and organizations represented by them. This determination has been made based on ABB Ltd's Related Party Transaction Policy. This policy is contained in the ABB Ltd Board Regulations and Corporate Governance Guidelines, a copy of which can be found in the section "Corporate governance—Further information on corporate governance" atwww.abb.com/investorcenter

        Vale S.A. and its subsidiaries (Vale) and ABB have entered into a framework agreement establishing general terms and conditions for the supply of products, systems and services among their respective group subsidiaries. ABB supplies Vale primarily with process automation products for mineral systems. The total revenues recorded by ABB in 20102011 relating to its contracts with Vale were approximately $200 million. Roger Agnelli iswas previously president and CEO of Vale.

        On November 16, 2010,Atlas Copco AB (Atlas Copco) is an important customer of ABB. ABB entered intosupplies Atlas Copco primarily with drives and motors through its Discrete Automation and Motion division. The total revenues recorded by ABB relating to business with Atlas Copco were approximately $50 million in 2011. Jacob Wallenberg is vice chairman of Atlas Copco.

        ABB has an amendment to its unsecured syndicated $2-billion, revolving credit facility originally entered into effective as of October 7, 2009.facility. As of December 31, 2010,2011, SEB Skandinaviska Enskilda Banken AB (publ) (SEB) has committed to $71 million out of the $2-billion total. Jacob Wallenberg is the vice chairman of SEB.

        In 2003, ABB entered into a 10-year agreement with IBM, pursuant to which IBM took over the operation and support of ABB's information systems infrastructure. In 2009, this agreement was amended and extended to 2016. The total value of the infrastructure and related operational services to be provided under the extended portion of this agreement is expected to approach $1.4 billion. Hans Ulrich Märki is the retired chairman of IBM Europe, Middle East and Africa.

After comparing the share of revenues generated from ABB's business with Vale and Atlas Copco, and after reviewing the infrastructure and operational services arrangement with IBM and the banking commitments of SEB, the Board has determined that ABB's business relationships with those companies do not constitute material business relationships and that all members of the Board are considered to be independent directors. This determination was made in accordance with ABB Ltd's Related Party Transaction Policy which was prepared based on the Swiss Code of Best Practice for Corporate Governance and the independence criteria set forth in the corporate governance rules of the New York Stock Exchange.

        In addition, ABB maintains important banking relationships with UBS AG (UBS), including one UBS affiliate that as of December 31, 2010,2011, committed to lend $71 million out of the $2-billion total commitment under the above-referenced revolving credit facility. Michel Demaré, the CFO of ABB, is also a directorvice chairman of the board of directors of UBS. ABB has also retained Ortec Finance B.V. (Ortec) to provide pension modelling services. Michel Demaré's spouse is an employee and the managing director and owns 49 percentchairman of the board of directors of Ortec's Swiss subsidiary. The Board has determined that ABB's business relationships with UBS and Ortec are not material to ABB or UBS or Ortec or unusual in their nature or conditions.

        Finally, in February 2012, ABB entered into a $4 billion term credit agreement to provide bridge financing for the planned acquisition of Thomas & Betts Corporation (see "Note 12 Debt to our Consolidated Financial Statements"). In March 2012, the credit agreement was syndicated so that 16 banks, including SEB and UBS, had each committed to lend ABB $250 million as of the completion of the primary syndication. The Board has determined that these additional commitments of SEB and


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UBS when considered together with ABB's other relationships to those banks are not material to ABB, SEB or UBS and that Jacob Wallenberg remains an independent director of ABB.

Item 8.    Financial Information

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

        See "Item 18. Financial Statements" for a list of financial statements contained in this Annual Report.


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LEGAL PROCEEDINGS

Antitrust

Gas Insulated Switchgear business

        In May 2004, we announced that we had undertaken an internal investigation which uncovered that certain of our employees together with employees of other companies active in the Gas Insulated Switchgear business were involved in anti-competitive practices. We reported such practices upon identification to the appropriate antitrust authorities, including the European Commission. The European Commission announced its decision in January 2007 and granted ABB full immunity from fines assessed to ABB of euro 215 million under the European Commission's leniency program.

        We continue to cooperate with other antitrust authorities in several locations globally, including Brazil, which are investigating anti-competitive practices related to Gas Insulated Switchgear. At this stage of the proceedings, no reliable estimate of the amount or range of loss from potential fines, if any, can be made.

Power Transformers business

        In October 2009, the European Commission announced its decision regarding its investigation into alleged anti-competitive practices of certain manufacturers of power transformers. The European Commission fined ABB euro 33.75 million (equivalent to $49 million on date of payment).

        The German Antitrust Authority(Bundeskartellamt) and other antitrust authorities are also reviewing those alleged practices which relate to the German market and other markets. Management is cooperating fully with the authorities in their investigations. ABB anticipates that the German Antitrust Authority's review will result in an unfavorable outcome with respect to the alleged anti-competitive practices and expects that a fine will be imposed. At this stage of the proceedings with the other antitrust authorities, no reliable estimate of the amount or range of loss from potential fines, if any, can be made.

Cables business

        Our cables business is under investigation for alleged anti-competitive practices. Management is cooperating fully with the antitrust authorities, including the European Commission, in their investigations. In July 2011, the European Commission announced that it had issued its Statement of Objections in its investigation into alleged anti-competitive practices in the cables business. An informed judgment about the outcome of these investigations or the amount of potential loss or range of loss for ABB, if any, relating to these investigations cannot be made at this stage.

FACTS business

        In January 2010, the European Commission conducted raids at the premises of ABB's flexible alternating current transmission systems (FACTS) business in Sweden as part of its investigation into alleged anti-competitive practices of certain FACTS manufacturers. In the United States, the Department of Justice (DoJ) also conducted an investigation into this business. We have been informed


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that the European Commission and the DoJ have closed their investigations. No fines have been imposed on ABB.

        ABB's FACTS business remains under investigation in one other jurisdiction for anti-competitive practices. Management is cooperating fully with the antitrust authoritiesauthority in its investigation. An informed judgment about the outcome of that investigation or the amount of potential loss or range of loss for ABB, if any, relating to that investigation cannot be made at this stage.

Suspect payments

        In April 2005, we voluntarily disclosed to the DoJ and the United States Securities and Exchange Commission (SEC) certain suspect payments in our network management unit in the United States.


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Subsequently, we made additional voluntary disclosures to the DoJ and the SEC regarding suspect payments made by other ABBCompany subsidiaries in a number of countries in the Middle East, Asia, South America and Europe (including to an employee of an Italian power generation company) as well as by itsour former Lummus business. These payments were discovered by ABB as a result of our internal audit program and compliance reviews.

        In September 2010, we reached settlements with the DoJ and the SEC regarding their investigations into these matters and into suspect payments involving certain of ABB's subsidiaries in the United Nations Oil-for-Food Program. In connection with these settlements, we agreed to make payments to the DoJ and SEC totaling $58 million, which were settled in the fourth quarter of 2010. One subsidiary of ABB pled guilty to one count of conspiracy to violate the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act and one count of violating those provisions. ABB entered into a deferred prosecution agreement and settled civil charges brought by the SEC. These settlements resolved the foregoing investigations. In lieu of an external compliance monitor, the DoJ and SEC have agreed to allow ABB to report on itsour continuing compliance efforts and the results of the review of itsour internal processes through September 2013.

General

        In addition, we are aware of proceedings, or the threat of proceedings, against us and others in respect of private claims by customers and other third parties alleging harm with regard to various actual or alleged cartel cases. Also, ABB is subject to other various legal proceedings, investigations, and claims that have not yet been resolved. With respect to the abovementioned regulatory matters and commercial litigation contingencies, ABB will bear the costs of the continuing investigations and any related legal proceedings.

Liabilities recognized

        At December 31, 2011 and 2010, and 2009, we recognizedhad aggregate liabilities of $220$208 million and $300$220 million, respectively, included in "Provisions and other current liabilities" and in "Other non-current liabilities", for the above regulatory, compliance and legal contingencies. As it is not possible to make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently available to management, to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the amounts accrued.


DIVIDENDS AND DIVIDEND POLICY

        See "Item 3. Key Information—Dividends and Dividend Policy."


SIGNIFICANT CHANGES

        Except as otherwise described in this Annual Report, there has been no significant change in our financial position since December 31, 2010.2011.


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Item 9.    The Offer and Listing

MARKETS

        The shares of ABB Ltd are principally traded on the SIX Swiss Exchange (under the symbol "ABBN") and on the NASDAQ OMX Stockholm Exchange (under the symbol "ABB"). ADSs of ABB Ltd have been traded on the New York Stock Exchange under the symbol "ABB" since April 6, 2001. ABB Ltd's ADSs are issued under the Amended and Restated Deposit Agreement, dated May 7, 2001, with Citibank, N.A. as depositary. Each ADS represents one share.



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TRADING HISTORY

        No suspension in the trading of our shares occurred in the years ended December 31, 2011, 2010 2009 and 2008.2009.

        The table below sets forth, for the periods indicated, the reported high and low closing prices for the shares on SIX Swiss Exchange and the NASDAQ OMX Stockholm Exchange and for the ADSs on the New York Stock Exchange.


 SIX Swiss
Exchange
 NASDAQ OMX
Stockholm
Exchange
 New York
Stock Exchange
  SIX Swiss
Exchange
 NASDAQ OMX
Stockholm
Exchange
 New York
Stock Exchange
 

 High Low High Low High Low  High Low High Low High Low 

 (CHF)
 (SEK)
 ($)
  (CHF)
 (SEK)
 ($)
 

Annual highs and lows

  

2006

 21.85 12.75 122.75 77.00 17.98 ��9.72 

2007

 36.52 19.65 202.00 113.75 31.81 15.96  36.52 19.65 202.00 113.75 31.81 15.96 

2008

 35.04 11.92 198.50 80.75 32.95 9.12  35.04 11.92 198.50 80.75 32.95 9.12 

2009

 22.20 13.16 151.50 98.50 21.90 10.97  22.20 13.16 151.50 98.50 21.90 10.97 

2010

 23.86 18.43 161.30 129.00 22.69 16.05  23.86 18.43 161.30 129.00 22.69 16.05 

2011

 23.88 15.00 170.20 112.40 27.49 16.42 

Quarterly highs and lows

  

2009

 

First quarter

 16.95 13.16 118.50 98.50 15.25 10.97 

Second quarter

 18.30 16.04 130.75 114.25 17.37 14.06 

Third quarter

 21.50 15.97 146.25 116.50 21.02 14.69 

Fourth quarter

 22.20 18.33 151.50 126.70 21.90 17.83 

2010

  

First quarter

 23.19 18.79 157.90 129.00 21.84 17.30  23.19 18.79 157.90 129.00 21.84 17.30 

Second quarter

 23.86 18.84 161.30 130.00 22.56 16.05  23.86 18.84 161.30 130.00 22.56 16.05 

Third quarter

 21.68 18.43 149.40 133.00 21.28 17.43  21.68 18.43 149.40 133.00 21.28 17.43 

Fourth quarter

 22.10 19.45 153.40 136.70 22.69 19.36  22.10 19.45 153.40 136.70 22.69 19.36 

2011

 

First quarter

 23.18 20.23 157.90 142.80 24.51 21.78 

Second quarter

 23.88 20.58 166.80 149.80 27.49 23.94 

Third quarter

 22.35 15.16 170.20 115.40 26.61 16.77 

Fourth quarter

 17.68 15.00 129.50 112.40 20.37 16.42 

Monthly highs and lows

  

2010

 

2011

 

September

 21.05 20.27 149.40 143.20 21.28 19.84  17.06 15.16 136.50 115.40 21.19 16.77 

October

 22.10 20.38 151.90 138.90 22.69 20.69  17.47 15.00 129.00 112.40 20.37 16.42 

November

 20.81 19.45 143.90 136.70 21.75 19.36  17.28 15.32 127.90 115.50 19.12 16.68 

December

 21.22 19.72 153.40 138.00 22.45 19.73  17.68 16.74 129.50 123.20 19.03 17.60 

2011

 

2012

 

January

 22.89 21.00 157.90 149.00 24.28 21.78  20.00 18.40 144.70 133.90 21.40 19.24 

February

 23.18 21.92 154.80 149.90 24.51 23.23  20.12 18.52 146.70 135.80 21.91 20.49 

Item 10.   Additional Information

DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION

        This section summarizes the material provisions of ABB Ltd's Articles of Incorporation and the Swiss Code of Obligations relating to the shares of ABB Ltd. The description is only a summary and is qualified in its entirety by ABB Ltd's Articles of Incorporation, a copy of which has been filed as


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Exhibit 1.1 to this Annual Report, ABB Ltd's filings with the commercial registry of the Canton of Zurich (Switzerland) and Swiss statutory law.


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Registration and Business Purpose

        ABB Ltd was registered as a corporation (Aktiengesellschaft) in the commercial register of the Canton of Zurich (Switzerland) on March 5, 1999, under the name of "New ABB Ltd" and its name was subsequently changed to "ABB Ltd". Its commercial registry number is CH-020.3.021.615-2.

        ABB Ltd's purpose, as set forth in Article 2 of its Articles of Incorporation, is to hold interests in business enterprises, particularly in enterprises active in the areas of industry, trade and services. It may acquire, encumber, exploit or sell real estate and intellectual property rights in Switzerland and abroad and may also finance other companies. It may engage in all types of transactions and may take all measures that appear appropriate to promote, or that are related to, its purpose.

Our Shares

        ABB Ltd's shares are registered shares (Namenaktien) with a par value of CHF 1.03 each following the dividend distribution in 2010 of CHF 0.51 per share by way of a reduction in the par value of the shares, from CHF 1.54 to 1.03.each. The shares are fully paid and non-assessable. The shares rank pari passu in all respects with each other, including in respect of entitlements to dividends, to a share of the liquidation proceeds in the case of a liquidation of ABB Ltd, to advance subscription rights and to pre-emptive rights.

        Each share carries one vote in ABB Ltd's general shareholders' meeting. Voting rights may be exercised only after a shareholder has been recorded in ABB Ltd's share register (Aktienbuch) as a shareholder with voting rights, or with Euroclear Sweden AB (formerly VPC) in Sweden, which maintains a subregister of ABB Ltd's share register. Euroclear Sweden AB is an authorized central securities depository under the Swedish Act on Registration of Financial Instruments and carries out, among other things, the duties of registrar for Swedish companies listed on the NASDAQ OMX Stockholm Exchange. Registration with voting rights is subject to the restrictions described in "Transfer of Shares."

        The shares are not issued in certificated form and are held in collective custody at SIX SIS AG. Shareholders do not have the right to request printing and delivery of share certificates (aufgehobener Titeldruck), but may at any time request ABB Ltd to issue a confirmation of the number of registered shares held.

Capital Structure

        On December 31, 2010,2011, and February 28, 2011,29, 2012, ABB's ordinary share capital (including treasury shares) amounted to CHF 2,378,045,525.912,384,185,561.92 divided into 2,308,782,0642,314,743,264 fully paid registered shares with a par value of CHF 1.03 per share.

        In February 2011, the Board of Directors announced that a proposal will be put to the 2011 Annual General Meeting to distribute a dividend in the amount of CHF 0.60 per share.

        As at December 31, 2010,2011, ABB's share capital may be increased by an amount not to exceed CHF 206,000,000 through the issuance of up to 200,000,000 fully paid registered shares with a par value of CHF 1.03 per share through the exercise of conversion rights and/or warrants granted in connection with the issuance on national or international capital markets of newly or already issued bonds or other financial market instruments.

        As at December 31, 2010,2011, ABB's share capital may be increased by an amount not to exceed CHF 10,300,000 through the issuance of up to 10,000,000 fully paid registered shares with a par value


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of CHF 1.03 per share through the exercise of warrant rights granted to its shareholders. The Board may grant warrant rights not taken up by shareholders for other purposes in the interest of ABB.


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        The pre-emptive rights of the shareholders are excluded in connection with the issuance of convertible or warrant bearingwarrant-bearing bonds or other financial market instruments or the grant of warrant rights. The then-current owners of conversion rights and/or warrants will be entitled to subscribe for new shares. The conditions of the conversion rights and/or warrants will be determined by the Board.

        The acquisition of shares through the exercise of warrants and each subsequent transfer of the shares will be subject to the restrictions of ABB's Articles of Incorporation.

        In connection with the issuance of convertible or warrant-bearing bonds or other financial market instruments, the Board is authorized to restrict or deny the advance subscription rights of shareholders if such bonds or other financial market instruments are for the purpose of financing or refinancing the acquisition of an enterprise, parts of an enterprise, participations or new investments or an issuance on national or international capital markets. If the Board denies advance subscription rights, the convertible or warrant-bearing bonds or other financial market instruments will be issued at the relevant market conditions and the new shares will be issued pursuant to the relevant market conditions taking into account the share price and/or other comparable instruments having a market price. Conversion rights may be exercised during a maximum ten yearten-year period, and warrants may be exercised during a maximum seven-year period, in each case from the date of the respective issuance. The advance subscription rights of the shareholders may be granted indirectly.

        In addition as at December 31, 2010,2011, ABB's share capital may be increased by an amount not to exceed CHF 29,723,421.7396,859,964 through the issuance of up to 28,857,69194,038,800 fully paid shares with a par value of CHF 1.03 per share to employees. The pre-emptive and advance subscription rights of ABB's shareholders are excluded. The shares or rights to subscribe for shares will be issued to employees pursuant to one or more regulations to be issued by the Board, taking into account performance, functions, level of responsibility and profitability criteria. ABB may issue shares or subscription rights to employees at a price lower than that quoted on the stock exchange. The acquisition of shares within the context of employee share ownership and each subsequent transfer of the shares will be subject to the restrictions of ABB's Articles of Incorporation.

        As at December 31, 2010,2011, ABB's share capital may be increased by an amount not to exceed CHF 206,000,000 through the issuance of up to 200,000,000 fully paid shares with a par value of CHF 1.03 per share out of authorized share capital. The authorized shares areshare capital is valid until May 5, 2011.April 29, 2013. The Board is authorized to determine the date of issue of new shares, the issue price, the type of payment, the condition for the exercise of the pre-emptive rights, and the beginning date for dividend entitlement. In this regard, the Board may issue new shares by means of a firm underwriting through a banking institution, a syndicate or another third party with a subsequent offer of these shares to the shareholders. The Board may permit pre-emptive rights that have not been exercised by shareholders to expire or it may place these rights and/or shares as to which pre-emptive rights have been granted but not exercised at market conditions or use them for other purposes in the interest of ABB. Furthermore, the Board is authorized to restrict or deny the pre-emptive rights of shareholders and allocate such rights to third parties if the shares are used (i) for the acquisition of an enterprise, parts of an enterprise, or participations, or for new investments, or in case of a share placement, for the financing or refinancing of such transactions; or (ii) for the purpose of broadening the shareholder constituency in connection with a listing of shares on domestic or foreign stock exchanges.

        The subscription and the acquisition of the new shares, as well as each subsequent transfer of the shares, will be subject to the restrictions of ABB's Articles of Incorporation.


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Transfer of Shares

        The transfer of shares is effected by corresponding entry in the books of a bank or depository institution. An acquirer of shares must file a share registration form in order to be registered in


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ABB Ltd's share register (Aktienbuch) as a shareholder with voting rights. Failing such registration, the acquirer will not be able to participate in or vote at shareholders' meetings, but will be entitled to dividends, pre-emptive and advanced subscription rights, and liquidation proceeds.

        An acquirer of shares will be recorded in ABB Ltd's share register with voting rights upon disclosure of its name and address. However, ABB Ltd may decline a registration with voting rights if the shareholder does not declare that it has acquired the shares in its own name and for its own account. If the shareholder refuses to make such declaration, it will be registered as a shareholder without voting rights. If persons fail to expressly declare in their registration application that they hold the shares for their own accounts (nominees), the board of directors may still enter such persons in the share register with the right to vote, provided that the nominee has entered into an agreement with the board of directors concerning his status, and further provided the nominee is subject to recognized bank or financial market supervision.

        After having given the registered shareholder or nominee the right to be heard, the board of directors may cancel registrations in the share register retroactive to the date of registration if such registrations were made on the basis of incorrect information. The relevant shareholder or nominee will be informed promptly as to the cancellation. The board of directors will oversee the details and issue the instructions necessary for compliance with the preceding regulations. In special cases, it may grant exemptions from the rule concerning nominees.

        Acquirers of registered shares who have chosen to have their shares registered in the share register with Euroclear Sweden AB are not requested to file a share registration form or declare that they have acquired the shares in their own name and for their own account in order to be registered as a shareholder with voting rights. However, in order to be entitled to vote at a shareholders' meeting those acquirers need to be entered in the Euroclear Sweden AB share register in their own name no later than ten calendarsix business days prior to the shareholders' meeting. Uncertificated shares registered with Euroclear Sweden AB may be pledged in accordance with Swedish law.

        Except as described in this subsection, neither the Swiss Code of Obligations nor ABB Ltd's Articles of Incorporation limit any right to own ABB Ltd's shares, or any rights of non-resident or foreign shareholders to exercise voting rights of ABB Ltd's shares.

Shareholders' Meetings

        Under Swiss law, the annual general meeting of shareholders must be held within six months after the end of ABB Ltd's fiscal year. Annual general meetings of shareholders are convened by the board of directors, liquidators or representatives of bondholders or, if necessary, by the statutory auditors. The board of directors is further required to convene an extraordinary general meeting of shareholders if so resolved by the shareholders in a general meeting of shareholders or if so requested by one or more shareholders holding in aggregate at least 10 percent of ABB Ltd's share capital. A general meeting of shareholders is convened by publishing a notice in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) at least 20 days prior to the meeting date. Holders of Euroclear Sweden AB-registered shares are able to attend shareholders' meetings in respect of such shares. Notices of shareholders' meetings are published in at least three national Swedish daily newspapers, as well as on ABB's Web site. Such notices contain information as to procedures to be followed by shareholders in order to participate and exercise voting rights at the shareholders' meetings.

        One or more shareholders whose combined holdings represent an aggregate par value of at least CHF 412,000 may request in writing 40 calendar days prior to a general meeting of shareholders that


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specific items and proposals be included on the agenda and voted on at the next general meeting of shareholders.

        The following powers are vested exclusively in the general meeting of the shareholders:

    adoption and amendment of the articles of incorporation,

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    election of members of the board of directors and the auditors,

    approval of the annual report and the consolidated financial statements,

    approval of the annual financial statements and decision on the allocation of profits shown on the balance sheet, in particular with regard to dividends,

    granting discharge to the members of the board of directors and the persons entrusted with management, and

    passing resolutions as to all matters reserved to the authority of the shareholders' meeting by law or under the articles of incorporation or that are submitted to the shareholders' meeting by the board of directors to the extent permitted by law.

        There is no provision in ABB Ltd's Articles of Incorporation requiring a quorum for the holding of shareholders' meetings.

        Resolutions and elections usually require the approval of an "absolute majority" of the shares represented at a shareholders' meeting (i.e., a majority of the shares represented at the shareholders' meeting with abstentions having the effect of votes against the resolution). If the first ballot fails to result in an election and more than one candidate is standing for election, the presiding officer will order a second ballot in which a relative majority (i.e. a majority of the votes) shall be decisive.

        A resolution passed with a qualified majority (at least two-thirds) of the shares represented at a shareholders' meeting is required for:

    a modification of the purpose of ABB Ltd,

    the creation of shares with increased voting powers,

    restrictions on the transfer of registered shares and the removal of those restrictions,

    restrictions on the exercise of the right to vote and the removal of those restrictions,

    an authorized or conditional increase in share capital,

    an increase in share capital through the conversion of capital surplus, through an in-kind contribution or in exchange for an acquisition of property, and the grant of special benefits,

    the restriction or denial of pre-emptive rights,

    a transfer of ABB Ltd's place of incorporation, and

    ABB Ltd's dissolution.

        In addition, the introduction of any provision in the articles of incorporation providing for a qualified majority must be resolved in accordance with such qualified majority voting requirements.

        Pursuant to the Swiss Federal Merger Act, special quorum rules apply by law to a merger (Fusion) (including a possible squeeze-out merger), de-merger (Spaltung), or conversion (Umwandlung) of ABB Ltd.

        At shareholders' meetings, shareholders can be represented by proxy, but only by their legal representative, another shareholder with the right to vote, a proxy nominated by ABB Ltd (Organvertreter), an independent proxy designated by ABB Ltd (unabhängiger Stimmrechtsvertreter) or a


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depository institution (Depotvertreter). All shares held by one shareholder may be represented by only one representative. Votes are taken on a show of hands unless a secret ballot is required by the general meeting of shareholders or the presiding officer. The presiding officer may arrange for resolutions and elections to be carried out by electronic means. As a result, resolutions and elections carried out by electronic means will be deemed to have the same effect as secret ballots. The presiding officer may at any time order that a resolution or election decided by a show of hands be repeated through a secret


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ballot if, in his view, the results of the vote are in doubt. In this case, the preceding decision by a show of hands shall be deemed to have not occurred.

        Only shareholders registered in ABB Ltd's share register with the right to vote are entitled to participate at shareholders' meetings. See "—Transfer of Shares." For practical reasons, shareholders must be registered in the share register with the right to vote no later than ten calendarsix business days prior to a shareholders' meeting in order to be entitled to participate and vote at such shareholders' meeting.

        Holders of Euroclear Sweden AB-registered shares are provided with financial and other information on ABB Ltd in the Swedish language in accordance with regulatory requirements and market practice. For shares that are registered in the system of Euroclear Sweden AB in the name of a nominee, such information is to be provided by the nominee.

Net Profits and Dividends

        Swiss law requires that ABB Ltd retain at least 5 percent of its annual net profits as legal reserves for so long as these reserves amount to less than 20 percent of ABB Ltd's share capital. Any net profits remaining in excess of those reserves are at the disposal of the shareholders' meeting.

        Under Swiss law, ABB Ltd may pay dividends only if it has sufficient distributable profits from previous fiscal years, or if its reserves are sufficient to allow distribution of a dividend. In either event, dividends may be paid out only after approval at the shareholders' meeting. The board of directors may propose that a dividend be paid out, but cannot itself set the dividend. The auditors must confirm that the dividend proposal of the board of directors conforms with statutory law. In practice, the shareholders' meeting usually approves the dividend proposal of the board of directors.

        Dividends are usually due and payable after the shareholders' resolution relating to the allocation of profits has been passed by the shareholders' meeting. Under Swiss law, the statute of limitations to claim payment of an approved dividend is five years. Dividends not collected within five years after their due date accrue to ABB Ltd and will be allocated to ABB Ltd's other reserves.

        Payment of dividends on Euroclear Sweden AB-registered shares is administered by Euroclear Sweden AB and paid out to the holder that is registered with Euroclear Sweden AB on the record date. Through the dividend access facility, shareholders with tax residence in Sweden will be entitled to receive, through the Euroclear Sweden AB system, a dividend in Swedish kronor equivalent to the dividend paid in Swiss francs without deduction of Swiss withholding tax. For further information, see "—Taxation."

Pre-emptive Rights

        Shareholders of a Swiss corporation have certain pre-emptive rights to subscribe for new shares issued in connection with capital increases in proportion to the nominal amount of their shares held. A resolution adopted at a shareholders' meeting with a supermajority of two-thirds of the shares represented may, however, repeal, limit or suspend (or authorize the board of directors to repeal, limit or suspend) pre-emptive rights for cause. Cause includes an acquisition of a business or a part thereof, an acquisition of a participation in a company or the grant of shares to employees. In addition, based on Article 4bis para. 1 and para. 4 of the Articles of Incorporation of ABB Ltd, pre-emptive rights of the shareholders are excluded in connection with the issuance of convertible or warrant-bearing bonds


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or other financial market instruments, shares to employees of ABB issued out of ABB Ltd's contingent share capital or the grant of warrant rights to shareholders, or may be restricted or denied by the board of directors of ABB Ltd under certain circumstances as set forth in Article 4ter of ABB Ltd's Articles of Incorporation. See "—Capital Structure."


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Advance Subscription Rights

        Shareholders of a Swiss corporation may have an advance subscription right with respect to bonds and other instruments issued in connection with options or conversion rights for shares if such option or conversion rights are based on the corporation's conditional capital. However, the shareholders' meeting can, with a supermajority of two-thirds of the shares represented at the meeting, exclude or restrict (or authorize the board of directors to exclude or restrict) such advance subscription rights for cause. See "—Capital Structure—Contingent Share Capital."

Borrowing Power

        Neither Swiss law nor ABB Ltd's Articles of Incorporation restrict in any way ABB Ltd's power to borrow and raise funds. The decision to borrow funds is taken by or under the direction of the board of directors or the executive committee, and no shareholders' resolution is required. The Articles of Incorporation of ABB Ltd do not contain provisions concerning borrowing powers exercisable by its directors or how such borrowings could be varied.

Repurchase of Shares

        Swiss law limits a corporation's ability to repurchase or hold its own shares. ABB Ltd and its subsidiaries may only repurchase shares if ABB Ltd has sufficient freely distributable reserves to pay the purchase price, and the aggregate nominal value of such shares does not exceed 10 percent of ABB Ltd's total share capital. Furthermore, ABB Ltd must create a special reserve on its balance sheet in the amount of the purchase price of the acquired shares. Such shares held by ABB Ltd or its subsidiaries do not carry any rights to vote at shareholders' meetings, but are entitled to the economic benefits applicable to the shares generally and are considered to be "outstanding" under Swiss law.

Notices

        Written communication by ABB Ltd to its shareholders will be sent by ordinary mail to the last address of the shareholder or authorized recipient entered in the share register. To the extent that personal notification is not mandated by law, all communications to the shareholders are validly made by publication in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt).

        Notices required under the Listing Rules of the SIX Swiss Exchange will be published in two Swiss newspapers in German and French. ABB Ltd or the SIX Swiss Exchange may also disseminate the relevant information on the online exchange information systems. Notices required under the listing rules of the NASDAQ OMX Stockholm will be published in three national daily Swedish newspapers, as well as on ABB's Web site.

Duration, Liquidation and Merger

        The duration of ABB Ltd as a legal entity is unlimited. It may be dissolved at any time by a shareholders' resolution which must be approved by a supermajority of two-thirds of the shares represented at the general meeting of shareholders (this supermajority requirement applies in the event of a dissolution by way of liquidation or a merger where ABB Ltd is not the surviving entity). Dissolution by court order is possible if it becomes bankrupt or if holders of at least 10 percent of its share capital registered in the commercial register can establish cause for dissolution.


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        Under Swiss law, any surplus arising out of a liquidation of a corporation (after the settlement of all claims of all creditors) is distributed to the shareholders in proportion to the paid-up par value of shares held, but this surplus is subject to Swiss withholding tax of 35 percent (see "—Taxation)Taxation").


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Disclosure of Major Shareholders

        Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who directly or indirectly acquire or sell shares of a listed Swiss corporation or rights based thereon and thereby reach, exceed or fall below the thresholds of 3 percent, 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, 331/3 percent, 50 percent or 662/3 percent of the voting rights of the corporation must notify the corporation and the exchange(s) in Switzerland on which such shares are listed of such holdings in writing within four trading days, whether or not the voting rights can be exercised. Following receipt of such a notification, the corporation must inform the public within two trading days.

        An additional disclosure requirement exists under the Swiss Code of Obligations, according to which ABB Ltd must disclose individual shareholders and groups of shareholders acting in concert and their shareholdings if they hold more than 5 percent of all voting rights and ABB Ltd knows or has reason to know of such major shareholders. Such disclosures must be made once a year in the notes to the financial statements as published in its annual report. For a list of our major shareholders, see "Item 7. Major Shareholders and Related Party Transactions—Major Shareholders."

Mandatory Offering Rules

        Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who acquire more than 331/3 percent of the voting rights (whether exercisable or not) of a listed Swiss company have to submit a takeover bid to all remaining shareholders unless the articles of incorporation of the company provide for an alteration of this obligation. ABB Ltd's Articles of Incorporation do not provide for any alterations of the bidder's obligations under the Swiss Stock Exchange Act. The mandatory offer obligation may be waived under certain circumstances, for example if another shareholder owns a higher percentage of voting rights than the acquiror. A waiver from the mandatory bid rules may be granted by the Swiss Takeover Board or the Swiss Federal Banking Commission. If no waiver is granted, the mandatory takeover bid must be made pursuant to the procedural rules set forth in the Swiss Stock Exchange Act and the implementing ordinances.

        Other than the rules discussed in this section and in the section above entitled "—Duration, Liquidation and Merger" and "—Shareholder's Meetings" (which reflect mandatory provisions of Swiss law), no provision of ABB Ltd's Articles of Incorporation would operate only with respect to a merger, acquisition or corporate restructuring of ABB (or any of our subsidiaries) and have the effect of delaying, deferring or preventing a change in control of ABB.

Cancellation of Remaining Equity Securities

        Under Swiss law, any offeror who has made a tender offer for the shares of a Swiss target company and who, as a result of such offer, holds more than 98 percent of the voting rights of the target company, may petition the court to cancel the remaining equity securities. The corresponding petition must be filed against the target company within three months after the lapse of the offer period. The remaining shareholders may join in the proceedings. If the court orders cancellation of the remaining equity securities, the target company will reissue the equity securities and deliver such securities to the offeror against performance of the offer for the benefit of the holders of the cancelled equity securities.


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Directors and Officers

        For further information regarding the material provisions of ABB Ltd's Articles of Incorporation and the Swiss Code of Obligations regarding directors and officers, see "Item 6. Directors, Senior Management and Employees—Corporate Governance—Duties of directors and officers."


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Auditors

        The auditors are subject to confirmation by the shareholders at the Annual General Meeting on an annual basis. Ernst & Young AG, with its registered head office at Bleicherweg 21, CH-8002Maagplatz 1, P.O. Box, CH-8010 Zurich, Switzerland has been the independent auditor of ABB Ltd and the ABB Group for the years ended December 31, 2011, 2010 2009 and 2008.2009.

        Ernst & Young AG assumed the auditing mandate of the ABB Group in 1994. The head auditor responsible for the mandate, Nigel Jones, began serving in this function in respect of the financial year ended December 31, 2008. Pursuant to the Articles of Incorporation, the term of office of ABB's auditors is one year.

        Ernst & Young AG periodically reads the approved minutes of meetings of our board of directors. Ernst & Young AG is present for parts of the FACC meetings where audit planning is discussed and the results of our internal audit department's audit procedures are presented. Ernst & Young AG also periodically meets with the FACC to discuss the results of its audit procedures.

        See "Item 16C. Principal Accountant Fees and Services" for information regarding the fees paid to Ernst & Young AG.


MATERIAL CONTRACTS

        The following descriptions of the material provisions of the referenced agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the agreements which have been filed as exhibits to this Annual Report.

Revolving Credit Facility

        OnIn November 16, 2010, ABB entered into an amendment to its unsecured syndicated $2-billion three-year revolving credit facility that was originally entered into onin October 7, 2009. For a description of the facility, see "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Credit Facilities" and "Note 12 Debt" to our Consolidated Financial Statements. See Exhibit 4.1 to this Annual Report.

Medium Term Note Program

        One of our subsidiaries, ABB Capital B.V. is an issuer under a medium term note program (MTN Program) under which it is authorized to issue up to $5,250 million in certain debt instruments. The terms of the MTN Program do not obligate any third party to extend credit to us, and the terms and availability of financings under the MTN Program are determined with respect to, and at the date of issuance of, each debt instrument. As a result, we may be unable to access capital through the MTN Program on terms favorable to us, if at all. As at December 31, 2010, the aggregate amount outstanding under the MTN Program was approximately $1.8 billion from separate issuances of debt instruments. See Exhibits 2.3, 2.4, and 2.5 to this Annual Report.

Baldor Electric Merger Agreement

        OnIn November 29, 2010, ABB Ltd, Baldor Electric Company, and Brock Acquisition Corporation, one of our subsidiaries, entered into an Agreement and Plan of Merger dated as of November 29, 2010,


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pursuant to which Brock Acquisition Corporation agreed to make a tender offer for $63.50 per share in cash for the outstanding shares of Baldor Electric Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Baldor Electric Company with the Securities and Exchange Commission on November 30, 2010). The tender offer was completed in January 2011. See Exhibit 4.2 to this Annual Report.

Thomas & Betts Merger Agreement

        In January 2012, ABB Ltd, Edison Acquisition Corporation, one of our subsidiaries, and Thomas & Betts Corporation entered into an Agreement and Plan of Merger dated as of January 29, 2012, pursuant to which Edison Acquisition Corporation agreed to acquire the outstanding shares of Thomas & Betts Corporation for $72 per share in cash. The acquisition is subject, among other things, to the approval of the shareholders of Thomas & Betts Corporation. See Exhibit 4.3 to this Annual Report.


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Term Credit Agreement

        In February 2012, ABB entered into a $4 billion credit agreement for an initial term of 364 days to provide bridge financing for the planned acquisition of Thomas & Betts Corporation. ABB may, under certain circumstances, twice extend amounts outstanding under the credit agreement, each time for a period of 180 days, in an amount of up to $1.5 billion. For a description of the facility, see "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Credit Facilities" and "Note 12 Debt" to our Consolidated Financial Statements. See Exhibit 4.4 to this Annual Report.


EXCHANGE CONTROLS

        Other than in connection with government sanctions imposed on Belarus, Cote d'Ivoire, the Democratic Republic of the Congo, Eritrea, Guinea, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar, North Korea, Somalia, Sudan, Syria, Zimbabwe, certain persons from the former Federal Republic of Yugoslavia and persons and organizations with connection to Osama bin Laden, the "al Qaeda" group or the Taliban and certain persons connected with the assassination of Rafik Hariri, there are currently no laws, decrees or regulations in Switzerland that restrict the export or import of capital, including, but not limited to, Swiss foreign exchange controls on payment of dividends, interest or liquidation proceeds, if any, to non-Swiss resident holders of shares. In addition, there are no limitations imposed by Swiss law or ABB Ltd's Articles of Incorporation on the rights of non-Swiss residents or non-Swiss citizens as shareholders to hold shares or to vote.


TAXATION

Swiss Taxation

    Withholding Tax on Dividends and Distributions

        Dividends paid and similar cash or in-kind distributions that we make to a holder of shares or ADSs (including dividends on liquidation proceeds and stock dividends and taxable income resulting from partial liquidation) are subject to a Swiss federal withholding tax at a rate of 35 percent. A repurchase of shares by us for the purpose of a capital reduction is defined as a partial liquidation of the Company. In this case, the difference between the nominal value of the shares and their repurchase price is qualified as taxable income. The same would be true upon a repurchase of shares if we were not to dispose of the repurchased shares within six years after the repurchase, or if 10 percent of outstanding shares were exceeded. We must withhold the tax from the gross distribution and pay it to the Swiss Federal Tax Administration. A reduction of the shares' nominal value by means of a capital reduction does not represent a dividend or similar distribution for purposes of Swiss withholding tax. As a result of the Swiss corporate tax reform II entered into force on January 1, 2011, also qualifying contributions from the shareholders exceeding the nominal share capital can be distributed without deduction of Swiss withholding tax.

    Obtaining a Refund of Swiss Withholding Tax for U.S. Residents

        The Convention between the Swiss Confederation and the United States of America for the Avoidance of Double Taxation with Respect to Taxes on Income, which entered into force on December 19, 1997 and which we will refer to in the following discussion as the Treaty, allows U.S. resident individuals or U.S. corporations to seek a refund of the Swiss withholding tax paid on dividends in respect of our shares or ADSs if they qualify for benefits under the Treaty. U.S. resident individuals and U.S. corporations holding less than 10 percent of the voting rights in respect of our shares or ADSs are entitled to seek a refund of withholding tax to the extent the tax withheld exceeds 15 percent of the gross dividend. U.S. corporations holding 10 percent or more of the voting rights of our shares or ADSs are entitled to seek a refund of withholding tax to the extent the tax withheld


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exceeds 5 percent of the gross dividend. Qualifying U.S. pension or other retirement arrangements that do not control the Company are entitled to seek a full refund of withholding tax.

        Claims for refunds must be filed with the Swiss Federal Tax Administration, Eigerstrasse 65, 3003 Bern, Switzerland, no later than December 31 of the third year following the calendar year in which


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the dividend or similar distribution became payable. The form used for obtaining a refund is Swiss Tax Form 82 (82C for companies; 82E for other entities; 82I for individuals; 82R for regulated investment companies (RICs)). This form may be obtained from any Swiss Consulate General in the United States or from the Swiss Federal Tax Administration at the address above. The form must be filled out in triplicate with each copy duly completed and signed before a notary public in the United States. The form must be accompanied by evidence of the deduction of withholding tax withheld at the source (including tax voucher issued by the custodian bank).

    Stamp Duties upon Transfer of Securities

        The sale of shares or ADSs, whether by Swiss resident or non-resident holders, may be subject to a Swiss securities transfer stamp duty of up to 0.15 percent calculated on the sale proceeds if it occurs through or with a Swiss bank or other Swiss securities dealer as defined in the Swiss Federal Stamp Tax Act. In addition to the stamp duty, the sale of shares or ADSs by or through a member of the SIX Swiss Exchange may be subject to a stock exchange levy.

United States Taxes

        The following is a summary of the material U.S. federal income tax consequences of the ownership by U.S. holders (defined below) of shares or ADSs. This summary does not purport to address all of the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs. This summary assumes that U.S. holders hold shares or ADSs as capital assets for U.S. federal income tax purposes. This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as U.S. expatriates, dealers or traders in securities or currencies, partnerships owning shares or ADSs, tax-exempt entities, banks and other financial institutions, regulated investment companies, traders in securities that elect to apply a mark to market method of accounting, insurance companies, holders that own (or are deemed to own) at least 10 percent or more (by voting power or value) of the stock of ABB, investors whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, persons that will hold shares or ADSs as part of a position in a straddle or as part of a hedging or conversion transaction for U.S. tax purposes and persons who are not U.S. holders. This discussion does not address aspects of U.S. taxation other than U.S. federal income taxation, nor does it address state, local or foreign tax consequences of an investment in shares or ADSs.

        This summary is based (1) on the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date of this registration statement and (2) in part, on representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. The U.S. tax laws and the interpretation thereof are subject to change, which change could apply retroactively and could affect the tax consequences described below.

        For purposes of this summary, a U.S. holder is a beneficial owner of shares or ADSs that, for U.S. federal income tax purposes, is:

    a citizen or resident of the United States,

    a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state, including the District of Columbia,

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    an estate if its income is subject to U.S. federal income taxation regardless of its source, or

    a trust if such trust validly has elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a U.S. court can exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of its substantial decisions.

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        If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares or ADSs, the treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership that holds shares or ADSs you should consult your tax advisor.

        Each prospective purchaser should consult the purchaser's tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of shares or ADSs.

    Ownership of ADSs in General

        For U.S. federal income tax purposes, a holder of ADSs generally will be treated as the owner of the shares represented by the ADSs.

        The U.S. Treasury Department has expressed concern that depositaries for American depositary receipts, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders of those receipts or shares. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Swiss taxes and sourcing rules described below could be affected by future actions that may be taken by the U.S. Treasury Department.

    Distributions

        In general, for U.S. federal income tax purposes, the gross amount of any distribution (other than certain distributions, if any, of shares distributed to all shareholders of ABB, including holders of ADSs) made to you with respect to shares or ADSs, including the amount of any Swiss taxes withheld from the distribution, will constitute dividends to the extent of ABB's current and accumulated earnings and profits (as determined under U.S. federal income tax principles).

        Non-corporate U.S. holders generally will be taxed on such distributions at the lower rates applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year) with respect to distributions received before January 1, 2013, provided that the U.S. holder meets certain holding period and other requirements and provided that such distributions constitute "qualified dividends" for U.S. federal income tax purposes. Distributions treated as dividends will not be treated as "qualified dividends" if we were to be treated as a "passive foreign investment company" (a "PFIC") for U.S. federal income tax purposes in the year that the dividend is paid or in the year prior to the year that the dividend is paid. Based on certain estimates of its gross income and gross assets and the nature of its business, ABB believes that it will not be classified as a PFIC for the taxable year ending December 31, 2010.2011. ABB's status in future years will depend on its assets and activities in those years. ABB has no reason to believe that its assets or activities will change in a manner that would cause it to be classified as a PFIC. However, as PFIC status is a factual matter that must be determined annually at the close of each taxable year, there can be no certainty regarding ABB's PFIC status in any particular year until the end of that year. U.S. holders are urged to consult their own tax advisors regarding the availability to them of the reduced dividend rate in light of their own particular circumstances and the consequences to them if ABB were to be treated as a PFIC with respect to any taxable year.

        Dividends paid to U.S. corporate holders will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders.


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        If you are a U.S. holder and distributions with respect to shares or ADSs exceed ABB's current and accumulated earnings and profits as determined under U.S. federal income tax principles, then the excess generally would be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the shares or ADSs. Any amount in excess of the amount of the dividend and the return of


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capital generally would be treated as capital gain. ABB does not maintain calculations of its earnings and profits under U.S. federal income tax principles.

        If you are a U.S. holder, then dividends paid in Swiss francs, including the amount of any Swiss taxes withheld from the dividends, will be included in your gross income in an amount equal to the U.S. dollar value of the Swiss francs calculated by reference to the spot exchange rate in effect on the day the dividends are includible in income. In the case of ADSs, dividends generally are includible in income on the date they are received by the depositary, regardless of whether the payment is in fact converted into U.S. dollars at that time. If dividends paid in Swiss francs are converted into U.S. dollars on the day they are includible in income, then you generally should not be required to recognize foreign currency gain or loss with respect to the conversion. However, any gains or losses resulting from the conversion of Swiss francs between the time of the receipt of dividends paid in Swiss francs and the time the Swiss francs are converted into U.S. dollars will be treated as ordinary income or loss to you, as the case may be. The amount of any distribution of property other than cash will be the fair market value of the property on the date of distribution.

        If you are a U.S. holder, then you will have a basis in any Swiss francs received as a refund of Swiss withholding taxes equal to a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt of the dividend on which the tax was withheld. See "—Swiss Taxation—Obtaining a Refund of Swiss Withholding Tax for U.S. Residents" above.

        If you are a U.S. holder, then dividends received by you with respect to shares or ADSs will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. Subject to certain conditions and limitations, Swiss tax withheld on dividends may be deducted from your taxable income or credited against your U.S. federal income tax liability. However, to the extent that you would be entitled to a refund of Swiss withholding taxes pursuant to the U.S.—Switzerland tax treaty, you may not be eligible for a U.S. foreign tax credit with respect to the amount of such withholding taxes which may be refunded, even if you fail to claim the refund. See "—Swiss Taxation—Obtaining a Refund of Swiss Withholding Tax for U.S. Residents." The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by ABB generally will constitute passive income, or, in the case of certain U.S. holders, financial services income. The rules relating to the determination of the U.S. foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extent you would be entitled to this credit.

    Sale or Exchange of Shares or ADSs

        If you are a U.S. holder that holds shares or ADSs as capital assets, then you generally will recognize capital gain or loss for U.S. federal income tax purposes upon a sale or exchange of your shares or ADSs in an amount equal to the difference between your adjusted tax basis in the shares or ADSs and the amount realized on their disposition. If you are a non-corporate U.S. holder, the maximum marginal U.S. federal income tax rate applicable to the gain is generally lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income (other than certain dividends) if your holding period for the shares or ADSs exceeds one year (i.e., long-term capital gains). If you are a U.S. holder, then the gain or loss, if any, recognized by you generally will be treated as U.S. source income or loss, as the case may be, for U.S. foreign tax credit purposes.

        If you are a U.S. holder and you receive any foreign currency on the sale of shares or ADSs, then you may recognize U.S. source ordinary income or loss as a result of currency fluctuations between the


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date of the sale of the shares or ADSs, as the case may be, and the date the sales proceeds are converted into U.S. dollars.


        For taxable years beginning after December 31, 2012, certain U.S. holders who are individuals, estates or trusts must pay a 3.8 percent tax on the lesser of Contents(1) the U.S. holder's "net investment income" for the relevant taxable year and (2) the excess of the U.S. holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual's circumstances). A U.S. holder's net investment income will generally include its dividend income and its net gains from the disposition of shares or ADSs, unless such income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the Medicare tax to your income and gains in respect of your investment in shares or ADSs.

    Backup Withholding and Information Reporting

        U.S. backup withholding tax and information reporting requirements generally apply to certain payments to certain non-corporate holders of stock. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, shares or ADSs made within the United States to a holder of shares or ADSs (other than an exempt recipient, including a corporation, a payee that is not a U.S. holder that provides an appropriate certification, and certain other persons).

        A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, shares or ADSs within the United States to you, unless you are an exempt recipient, if you fail to furnish your correct taxpayer identification number or otherwise fail to establish an exception from backup withholding tax requirements or otherwise fail to establish an exception from backup withholding.requirements. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished timely to the U.S. Internal Revenue Service. The current backup withholding tax rate is 28 percent.

        THE ABOVE SUMMARIES ARE NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OF SHARES OR ADSs. PROSPECTIVE PURCHASERS OF SHARES OR ADSs SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR PARTICULAR SITUATIONS.


DOCUMENTS ON DISPLAY

        We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this Annual Report and the exhibits thereto, may be inspected and copied at prescribed rates at the Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Further information on the operation of the public reference room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a Web site atwww.sec.gov that contains reports and other information regarding registrants that file electronically with the Commission. Our annual reports and some of the other information we submit to the Commission may be accessed through this Web site. In addition, material that we file can be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.


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Item 11.    Quantitative and Qualitative Disclosures About Market Risk

Market Risk Disclosure

        The continuously evolving financial markets and the dynamic business environment expose us to changes in foreign exchange, interest rate and other market price risks. We have developed and implemented comprehensive policies, procedures, and controls to identify, mitigate, and monitor financial risk on a firm-wide basis. To efficiently aggregate and manage financial risk that could impact our financial performance, we operate a Group Treasury function. Our Group Treasury function provides an efficient source of liquidity, financing, risk management and other global financial services to the ABB Group companies. We do not permit proprietary trading activities. The market risk management activities are focused on mitigating material financial risks resulting from our global operating and financing activities.

        The Group Treasury function maintains risk management control systems to monitor foreign exchange and interest rate risks and exposures arising from our underlying business, as well as the associated hedge positions. Such exposures are governed by written policies. Financial risks are


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monitored using a number of analytical techniques including market value and sensitivity analysis. The following quantitative analyses are based on sensitivity analysis tests, which assume parallel shifts of interest rate yield curves, and foreign exchange rates and equity prices.

Currency Fluctuations and Foreign Exchange Risk

        It is our policy to identify and manage all transactional foreign exchange exposures to minimize risk. With the exception of certain financing subsidiaries and to the extent certain operating subsidiaries are domiciled in high inflation environments, the functional currency of each of our companies is considered to be its local currency. Our policies require our subsidiaries to hedge all contracted foreign exchange exposures, as well as a portion of their forecast exposures, against their local currency. These transactions are undertaken mainly with our Group Treasury function.

        We have foreign exchange transaction exposures related to our global operating and financing activities in currencies other than the functional currency in which our entities operate. Specifically, we are exposed to foreign exchange risk related to future earnings, assets or liabilities denominated in foreign currencies. The most significant currency exposures relate to operations in Germany, Sweden and Switzerland. In addition, we are exposed to currency risk associated with translating our functional currency financial statements into our reporting currency, which is the U.S. dollar.

        Our operating companies are responsible for identifying their foreign currency exposures and entering into intercompany hedge contracts with the Group Treasury function, where legally possible, or external transactions to hedge this risk. The intercompany transactions have the effect of transferring the operating companies' currency risk to the Group Treasury function, but create no additional market risk to our consolidated results. The Group Treasury function then manages this risk by entering into offsetting transactions with third-party financial institutions. According to our policy, material net currency exposures are hedged. Exposures are primarily hedged with forward foreign exchange contracts. The majority of the foreign exchange hedge instruments have, on average, a maturity of less than twelve months. The Group Treasury function also hedges currency risks associated with their financing of other ABB companies. For certain third-party non-U.S. dollar denominated debt, we use cross currency swaps to hedge the currency risk and effectively convert the debt into U.S. dollar obligations. These swap contracts have maturity dates that exactly match the associated debt.

        As of December 31, 20102011 and 2009,2010, the net fair value of financial instruments with exposure to foreign currency rate movements was $2,383$172 million and $2,232$2,383 million, respectively. The potential loss in fair value of such financial instruments from a hypothetical 10 percent move in foreign exchange rates against our position would be approximately $566$542 million and $599$566 million for December 31, 2011 and


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2010, and 2009, respectively. The analysis reflects the aggregate adverse foreign exchange impact associated with transaction exposures, as well as translation exposures where appropriate. Our sensitivity analysis assumes a simultaneous shift in exchange rates against our positions exposed to foreign exchange risk and as such assumes an unlikely adverse case scenario. Exchange rates rarely move in the same direction. Therefore, the assumption of a simultaneous shift may overstate the impact of changing rates on assets and liabilities denominated in foreign currencies. The underlying trade-related transaction exposures of the industrial companies are not included in the quantitative analysis. If these underlying transaction exposures were included, they would tend to have an offsetting effect on the potential loss in fair value detailed above.

Interest Rate Risk

        We are exposed to interest rate risk due to our financing, investing, and liquidity management activities. Our operating companies primarily invest excess cash with, and receive funding from, our Group Treasury function on an arm's length basis. It is our policy that the primary third-party funding and investing activities, as well as the monitoring and management of the resulting interest rate risk, are the responsibility of the Group Treasury function. The Group Treasury function adjusts the duration of the overall funding portfolio through derivative instruments in order to better match underlying assets and liabilities, as well as minimize the cost of capital.


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        As of December 31, 2011 and 2010, the net fair value of interest rate instruments was $1,545 million and 2009,$6,877 million, respectively. The potential loss in fair value for such instruments from a hypothetical 100 basis points parallel shift in interest rates against our position (or a multiple of 100 basis points where 100 basis points is less than 10 percent of the interest rate) would be approximately $125 million and $38 million, for December 31, 2011 and 2010, respectively. The increase in interest rate risk is primarily due to the issuance during 2011 of fixed rate long-term bonds that were not swapped. If interest rate risk would be calculated, as in the prior year, as the potential reduction in earnings from a 100 basis points downward shift in interest rates on an interest bearing net asset position of $1,969 million and $6,573 million, at December 31, 2011 and $7,3892010, respectively, then the reduction in earnings would be $20 million respectively, wasand $66 million, for December 31, 2011 and $74 million,2010, respectively.

        Leases are not included as part of the sensitivity analysis. This represents a limitation of the analysis. While sensitivity analysis includes the interest rate sensitivity of the funding of the lease portfolio, a corresponding change in the lease portfolio was not considered in the sensitivity model.

Equity Risk

        Certain of our entities have equity investments that expose us to equity price risk. As of December 31, 20102011 and 2009,2010, the net fair value of equity risk sensitive instruments was $65$39 million and $150$65 million, respectively. The potential loss in fair value of such financial instruments from a hypothetical 10 percent move in equity prices against our position would be approximately $14$12 million and $22$14 million, for December 31, 20102011 and 2009,2010, respectively. Included in the net fair value and potential loss in fair value figures for equity risk are derivative instruments designated as hedges of warrant appreciation rights granted to employees under our management incentive plans (see "Note 18 Share-based payment arrangements" to our Consolidated Financial Statements). As of December 31, 20102011 and 2009,2010, the amount of such instruments included in the total net fair value of equity risk sensitive instruments was $45$21 million and $64$45 million, respectively, and the corresponding amount of potential loss in fair value was $12$10 million and $14$12 million, respectively. The liabilities relating to the warrant appreciation rights are not included as part of the sensitivity analysis. If such liabilities being hedged were included, they would tend to have an offsetting effect on the potential loss in fair value.


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Commodity Risk

        We enter into commodity derivatives to hedge certain of our raw material exposures. As of December 31, 20102011 and 2009,2010, the net fair value of commodity derivatives was $44$(32) million and $26$44 million, respectively. The potential loss in fair value for such commodity hedging derivatives from a hypothetical adverse 10 percent move against our position in commodity prices would be approximately $25$38 million and $18$25 million for December 31, 20102011 and 2009,2010, respectively. A significant proportion of our commodity derivatives are denominated in euro. The foreign exchange risk arising on such contracts has been excluded from the calculation of the potential loss in fair value from a hypothetical 10 percent move in commodity prices as disclosed above.

Item 12.    Description of Securities Other Than Equity Securities

American Depositary Shares

        Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn may charge these transaction fees to their clients.

        Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date. The Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or un-certificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts via the central clearing and settlement system, The Depository Trust Company (DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered


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holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.

        In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set-off the amount of the depositary fees from any distribution to be made to the ADS holder.

Depositary Payments

        In 2010,2011, we received reimbursements from Citibank N.A., the Depositary Bank of our ADS program, of approximately $4 million to help cover costs related to our ADS program. Those costs, in addition to costs associated with compliance with U.S. securities laws, included principally the specific costs set forth below:

 
 20102011 
 
 ($ in thousands)
 

Listing fees (NYSE)

  250220 

Proxy process expenses (printing, postage and distribution)

  250240 

Investor relations efforts including non-deal roadshows/investor conferences, IR agency fees, etc. 

  575710 

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PART II

Item 13.    Defaults, Dividend Arrearages and Delinquencies

        Not applicable.

Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds

        Not applicable.

Item 15.    Controls and Procedures

    (a)
    Disclosure controls and procedures.

        We maintain controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 (the Exchange Act, Rule 13a-15(e)) is recorded, processed, summarized and reported on a timely basis. Our Chief Executive Officer, Joe Hogan, and Chief Financial Officer, Michel Demaré, with the participation of key corporate senior management and management of key corporate functions, performed an evaluation of our disclosure controls and procedures as of December 31, 2010.2011. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, has concluded that, as of December 31, 2010,2011, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act has been recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC and that such information has been accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

    (b)
    Management's annual report on internal control over financial reporting.

        The Board of Directors and management of the ABB Group are responsible for establishing and maintaining adequate internal control over financial reporting. The ABB Group's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial


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reporting and the preparation and fair presentation of the published Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

        Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on this assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2010.2011.

        Ernst & Young AG, an independent registered public accounting firm, has issued an opinion on the effectiveness of the ABB Group's internal control over financial reporting as of December 31, 20102011 which is included in Item 18: Financial Statements.

    (c)
    Changes in internal controlcontrol.

        Since 2008, the ABB Group has been standardizing and consolidating its financial accounting and reporting processes through the integration of its various ERP systems into country-wide ERP's in a number of specific countries. A significant portion of these system integrations were completed in 2008


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and 2009, and a small number of remaining system integrations were completed during 2010. As a follow-up initiative, the ABB Group has started in 2010, a new initiative to standardize the internal control over financial reporting across its Shared Accounting Services Centers. This initiative is expected to be completed by the end of 2012. These activities strengthen the overall design and operational effectiveness of the ABB Group's internal control over financial reporting and are part of the ABB Group's continuous improvement of its internal control environment.

Item 15T.    Controls and Procedures

        Not applicable.

Item 16A.    Audit Committee Financial Expert

        Our boardBoard of directorsDirectors has determined that Bernd W. Voss,Louis R. Hughes, Jacob Wallenberg and Roger Agnelli, who servesserve on our audit committee, isare independent, as that term is defined in the listing standards promulgated by the New York Stock Exchange, and is anare audit committee financial expert.experts.

Item 16B.    Code of Ethics

        Our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions are bound to adhere to our Code of Conduct, which applies to all employees of all companies in the ABB Group. Our Code of Conduct is available on our Web site in the section "Corporate governance—Further information on corporate governance" atwww.abb.com/investorrelationsinvestorcenter.

Item 16C.    Principal Accountant Fees and Services

    Audit Fees

        Fees for audit services provided by Ernst & Young totaled approximately $27 million in each of 20102011 and 2009.2010. Audit fees include the standard audit work performed each fiscal year necessary to allow the auditor to issue an opinion on our Consolidated Financial Statements and to issue an opinion on the local statutory financial statements of ABB Ltd and its subsidiaries. Audit fees also include services that can be provided only by the ABB Group auditor such as assistance with the application of


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new accounting policies, pre-issuance reviews of quarterly financial results and comfort letters delivered to underwriters in connection with debt and equity offerings.

    Audit-Related Fees

        Fees for audit-related services provided by Ernst & Young totaled approximately $4 million and $5 million in 2011 and $2 million in 2010, and 2009, respectively, consisting primarily of accounting consultations and audits in connection with divestments, audits of pension and benefit plans and accounting advisory services.

    Tax Fees

        Fees for tax services provided by Ernst & Young totaled approximately $3 million and $2 million in each of2011 and 2010, and 2009,respectively, representing tax compliance fees as well as tax advice and planning fees.

    All Other Fees

        Fees for other services provided not included in the above three categories by Ernst & Young totaled approximately $0.1$0.7 million and $0.1 million in 2011 and 2010, and 2009, respectively.


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    Pre-Approval Procedures and Policies

        In accordance with the requirements of the U.S. Sarbanes-Oxley Act of 2002 and rules issued by the SEC, we utilize a procedure for the review and pre-approval of any services performed by Ernst & Young. The procedure requires that all proposed engagements of Ernst & Young for audit and permitted non-audit services are submitted to the FACC for approval prior to the beginning of any such services. In accordance with this policy, all services performed by and fees paid to Ernst & Young in 20102011 and 2009,2010, as discussed above in this Item 16C, were approved by the FACC.

Item 16D.    Exemptions from the Listing Standards for Audit Committees

        None.

Item 16E.    Purchase of Equity Securities by Issuer & Affiliated Purchases

        On February 13, 2008, we announced a share buyback program up to a maximum valueDuring 2011, no purchases of CHF 2.2 billion (equivalent to approximately USD 2 billion at then-current exchange rates), with the intention of completing the buyback program prior to the Annual General Meeting of shareholders in 2010. The 22,675,000 shares repurchased under this program during 2008 were cancelled in July 2010, after shareholders approved their cancellation at the Annual General Meeting in April 2010. The program was thereby closed.


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        During 2010, the following purchasesABB Ltd. equity securities were made by ABB on the open market to be used in share-based payment arrangements:market.

Period
 Total number of
shares purchased
 Average price paid
per share(1)
 Total number of
shares purchased
as part of publicly
announced plans
or programs
 Approximate
value of shares
that may yet be
purchased under
the plans or
programs
 

May 18–May 25, 2010

  5,600,000 $16.68  n.a.  n.a. 

June 7, 2010

  500,000 $16.76  n.a.  n.a. 

August 24, 2010

  1,000,000 $19.05  n.a.  n.a. 

December 15–December 21, 2010

  5,000,000 $20.80  n.a.  n.a. 
             

  12,100,000          
             

(1)
Represents the prices in Swiss francs translated into USD using weighted-average rates

Item 16F.    Change in Registrant's Certifying Accountant

        Not applicable.

Item 16G.    Corporate Governance

        According to the New York Stock Exchange's corporate governance standards (the Standards), ABB is required to disclose significant ways in which its corporate governance practices differ from the Standards. ABB has reviewed the Standards and concluded that its corporate governance practices are generally consistent with the Standards, with the following significant exceptions:

    Swiss law requires that our external auditors be elected by our shareholders at our Annual General Meeting rather than by the finance and audit committee or the board of directors.

    The Standards require that all equity compensation plans and material revisions thereto be approved by the shareholders. Consistent with Swiss law such matters are decided by our Board. However, the shareholders decide about the creation of new share capital that can be used in connection with equity compensation plans.


PART III

Item 17.    Financial Statements

        We have elected to provide financial statements and the related information pursuant to Item 18.

Item 18.    Financial Statements

        See pages F-1 to F-87,F-90, which are incorporated herein by reference. All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or notes thereto.


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Item 19.    Exhibits

 1.1 Articles of Incorporation of ABB Ltd as amended to date. Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed by ABB Ltd on January 31, 2011.February 10, 2012.

 

2.1

 

Form of Amended and Restated Deposit Agreement, by and among ABB Ltd, Citibank, N.A., as Depositary, and the holders and beneficial owners from time to time of the American Depositary Shares issued thereunder (including as an exhibit the form of American Depositary Receipt). Incorporated by reference to Exhibit (a) to Form F-6EF (File No. 333-147488) filed by ABB Ltd on November 19, 2007.

 

2.2

 

Form of American Depositary Receipt (included in Exhibit 2.1).

 

2.3


EMTN Fiscal Agency Agreement, dated December 17, 2008, between ABB Capital B.V., Fortis Banque Luxembourg S.A. and Fortis Banque (Suisse) S.A. Incorporated by reference to Exhibit 2.3 to the Annual Report on Form 20-F filed by ABB Ltd on March 10, 2009.


2.4


EMTN Dealership Agreement, dated December 17, 2008, between ABB Capital B.V., ABB Ltd and Morgan Stanley & Co. International Limited. Incorporated by reference to Exhibit 2.4 to the Annual Report on Form 20-F filed by ABB Ltd on March 10, 2009.


2.5


EMTN Deed of Covenant, dated December 17, 2008, by ABB Capital B.V. The total amount of long-term debt securities of ABB Ltd authorized under any other instrument does not exceed 10 percent of the total assets of the ABB Group on a consolidated basis. ABB Ltd hereby agrees to furnish to the Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of ABB Ltd or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed. Incorporated by reference to Exhibit 2.5 to the Annual Report on Form 20-F filed by ABB Ltd on March 10, 2009.


4.1

 

$2,000,000,000 Multicurrency Revolving Credit Agreement amendment, dated as of November 16, 2010, amending the facility originally entered into, between ABB Ltd, certain subsidiaries of ABB Ltd as borrowers, approximately 30 banks as mandated lead arrangers, Credit Suisse, as facility agent, dollar swingline agent and euro swingline agent, and Nordea Bank AB (publ), as SEK swingline agent. Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 20-F filed by ABB Ltd on March 17, 2011.

 

4.2

 

Agreement and Plan of Merger dated as of November 29, 2010, entered into by and amungamong ABB Ltd, Baldor Electric Company, and Brock Acquisition Corporation, one of ABB Ltd's subsidiaries, pursuant to which Brock Acquisition Corporation agreed to make a tender offer for the outstanding shares of Baldor Electric Corporation. Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Baldor Electric Company with the Securities and Exchange Commission on November 30, 2010.

 

4.3


Agreement and Plan of Merger dated as of January 29, 2012, entered into by and among ABB Ltd, Thomas & Betts Corporation, and Edison Acquisition Corporation, one of ABB Ltd's subsidiaries, pursuant to which Edison Acquisition Corporation agreed to acquire the outstanding shares of Thomas & Betts Corporation. Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Thomas & Betts Corporation with the Securities and Exchange Commission on January 30, 2012.


4.4


$4,000,000,000 Term Credit Agreement dated as of February 11, 2012, as amended on March 6, 2012, entered into by and among ABB Ltd as guarantor, ABB Treasury Center (USA), Inc. as borrower, and Banc of America Securities Limited as initial mandated lead arranger.


8.1

 

Subsidiaries of ABB Ltd as of February 28, 2011.29, 2012.

 

12.1

 

Certification of the chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

12.2

 

Certification of the chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

13.1

 

Certification by the chief executive officer of ABB Ltd pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

13.2

 

Certification by the chief financial officer of ABB Ltd pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

15.1

 

Consent of Independent Registered Public Accounting FirmFirm.

*
This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-74551.

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 101 The following financial information from this Annual Report formatted in XBRL (Extensible Business Reporting Language) includes (i) Consolidated Balance Sheets,Income Statements, (ii) Consolidated Statements of Income,Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders' Equity, and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.text, (vi) each significant accounting policy within "Note 2 Significant accounting policies", tagged as a single block of text, (vii) each table in the Notes to the Consolidated Financial Statements, tagged as a separate block of text and, (viii) each amount in the Notes to the Consolidated Financial Statements, tagged separately.Furnished electronically herewith.

*
This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-74551.

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SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.





  ABB LTD

 

 

By:

 

Name:


/s/ MICHEL DEMARÉ

Name:Michel Demaré
    Title: Executive Vice President and
Chief Financial Officer

 

 

By:

 

Name:


/s/ RICHARD A. BROWN

Name:Richard A. Brown
    Title: Group Senior Vice President and
Chief Counsel Corporate & Finance

Date: March 17, 2011.15, 2012.


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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

Consolidated Financial Statements:

  

Report of management on internal control over financial reporting

 
F-2

Reports of Independent Registered Public Accounting Firm

 
F-3

Consolidated Income Statements for the years ended December 31, 2011, 2010 2009 and 20082009

 
F-5

Consolidated Balance Sheets as of December 31, 20102011 and 20092010

 
F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 2009 and 20082009

 
F-7

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2011, 2010 2009 and 20082009

 
F-8

Notes to the Consolidated Financial Statements

 
F-9

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Report of management on internal control over financial reporting

        The Board of Directors and management of ABB Ltd and its consolidated subsidiaries ("ABB") are responsible for establishing and maintaining adequate internal control over financial reporting. ABB's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of the published Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with ABB's policies and procedures may deteriorate.

        Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that ABB's internal control over financial reporting was effective as of December 31, 2010.2011.

        Ernst & Young AG, an independent registered public accounting firm, has issued an opinion on the effectiveness of ABB's internal control over financial reporting as of December 31, 2010,2011, which is included on page F-4 of this Annual Report.



/s/ JOE HOGAN

Chief Executive Officer
  

/s/MICHEL DEMARÉ

Chief Financial Officer

 

 

Zurich, March 17, 201115, 2012


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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ABB Ltd:

        We have audited the accompanying consolidated balance sheets of ABB Ltd as of December 31, 20102011 and 2009,2010, and the related consolidated statements of income, cash flows, and changes in stockholders' equity for each of the three years in the period ended December 31, 2010.2011. These financial statements are the responsibility of the Company's Board of Directors and management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ABB Ltd at December 31, 20102011 and 2009,2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010,2011, in conformity with U.S. generally accepted accounting principles.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ABB Ltd's internal control over financial reporting as of December 31, 2010,2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2011,15, 2012, expressed an unqualified opinion thereon.

/s/ Ernst & Young AG

Zürich,Zurich, Switzerland
March 17, 201115, 2012


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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ABB Ltd:

        We have audited ABB Ltd's internal control over financial reporting as of December 31, 2010,2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). ABB Ltd's Board of Directors and management are responsible for maintaining effective internal control over financial reporting, and management is responsible for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Managementmanagement on internal control over financial reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, ABB Ltd maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,2011, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 20102011 consolidated financial statements of ABB Ltd and our report dated March 17, 201115, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young AG

Zürich,Zurich, Switzerland
March 17, 201115, 2012


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ABB Ltd

Consolidated Income Statements

Year ended December 31 ($ in millions, except per share data in $)


 2010 2009 2008  2011 2010 2009 

Sales of products

 26,291 26,820 29,705  31,875 26,291 26,820 

Sales of services

 5,298 4,975 5,207  6,115 5,298 4,975 
              

Total revenues

 31,589 31,795 34,912  37,990 31,589 31,795 
              

Cost of products

 (18,607) (19,057) (20,506) (22,649) (18,607) (19,057)

Cost of services

 (3,453) (3,413) (3,466) (3,907) (3,453) (3,413)
              

Total cost of sales

 (22,060) (22,470) (23,972) (26,556) (22,060) (22,470)
              

Gross profit

 9,529 9,325 10,940  11,434 9,529 9,325 

Selling, general and administrative expenses

 (4,615) (4,491) (4,795) (5,373) (4,615) (4,491)

Non-order related research and development expenses

 (1,082) (1,037) (1,027) (1,371) (1,082) (1,037)

Other income (expense), net

 (14) 329 (566) (23) (14) 329 
              

Earnings before interest and taxes

 3,818 4,126 4,552  4,667 3,818 4,126 

Interest and dividend income

 95 121 315  90 95 121 

Interest and other finance expense

 (173) (127) (349) (207) (173) (127)
              

Income from continuing operations before taxes

 3,740 4,120 4,518  4,550 3,740 4,120 

Provision for taxes

 (1,018) (1,001) (1,119) (1,244) (1,018) (1,001)
              

Income from continuing operations, net of tax

 2,722 3,119 3,399  3,306 2,722 3,119 

Income (loss) from discontinued operations, net of tax

 10 17 (21)

Income from discontinued operations, net of tax

 9 10 17 
              

Net income

 2,732 3,136 3,378  3,315 2,732 3,136 

Net income attributable to noncontrolling interests

 (171) (235) (260) (147) (171) (235)
              

Net income attributable to ABB

 2,561 2,901 3,118  3,168 2,561 2,901 
              

Amounts attributable to ABB shareholders:

  

Income from continuing operations, net of tax

 2,551 2,884 3,142  3,159 2,551 2,884 

Net income

 2,561 2,901 3,118  3,168 2,561 2,901 

Basic earnings per share attributable to ABB shareholders:

  

Income from continuing operations, net of tax

 1.12 1.26 1.37  1.38 1.12 1.26 

Net income

 1.12 1.27 1.36  1.38 1.12 1.27 

Diluted earnings per share attributable to ABB shareholders:

  

Income from continuing operations, net of tax

 1.11 1.26 1.37  1.38 1.11 1.26 

Net income

 1.12 1.27 1.36  1.38 1.12 1.27 

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

  

Basic earnings per share attributable to ABB shareholders

 2,287 2,284 2,287  2,288 2,287 2,284 

Diluted earnings per share attributable to ABB shareholders

 2,291 2,288 2,296  2,291 2,291 2,288 

See accompanying Notes to the Consolidated Financial Statements


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ABB Ltd

Consolidated Balance Sheets

December 31 ($ in millions, except share data)



 2010 2009  2011 2010 

Cash and equivalents

Cash and equivalents

 5,897 7,119  4,819 5,897 

Marketable securities and short-term investments

Marketable securities and short-term investments

 2,713 2,433  948 2,713 

Receivables, net

Receivables, net

 9,970 9,451  10,773 9,970 

Inventories, net

Inventories, net

 4,878 4,550  5,737 4,878 

Prepaid expenses

Prepaid expenses

 193 236  227 193 

Deferred taxes

Deferred taxes

 896 900  932 896 

Other current assets

Other current assets

 801 540  351 801 
          

Total current assets

Total current assets

 25,348 25,229  23,787 25,348 

Financing receivables, net

 
420
 
452
 

Property, plant and equipment, net

Property, plant and equipment, net

 4,356 4,072  
4,922
 
4,356
 

Goodwill

Goodwill

 4,085 3,026  7,269 4,085 

Other intangible assets, net

Other intangible assets, net

 701 443  2,253 701 

Prepaid pension and other employee benefits

Prepaid pension and other employee benefits

 173 112  139 173 

Investments in equity method companies

 19 49 

Investments in equity-accounted companies

 156 19 

Deferred taxes

Deferred taxes

 846 1,052  318 846 

Other non-current assets

Other non-current assets

 347 293  804 767 
          

Total assets

Total assets

 36,295 34,728  39,648 36,295 
          

Accounts payable, trade

Accounts payable, trade

 
4,555
 
3,853
  4,789 4,555 

Billings in excess of sales

Billings in excess of sales

 1,730 1,623  1,819 1,730 

Employee and other payables

Employee and other payables

 1,526 1,326  1,361 1,526 

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

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

 1,043 161  765 1,043 

Advances from customers

Advances from customers

 1,764 1,806  1,757 1,764 

Deferred taxes

Deferred taxes

 357 327  305 357 

Provisions for warranties

Provisions for warranties

 1,393 1,280  1,324 1,393 

Provisions and other current liabilities

Provisions and other current liabilities

 2,726 2,603  2,619 2,726 

Accrued expenses

Accrued expenses

 1,644 1,600  1,822 1,644 
          

Total current liabilities

Total current liabilities

 16,738 14,579  16,561 16,738 

Long-term debt

Long-term debt

 
1,139
 
2,172
  
3,231
 
1,139
 

Pension and other employee benefits

Pension and other employee benefits

 831 1,179  1,487 831 

Deferred taxes

Deferred taxes

 411 328  537 411 

Other non-current liabilities

Other non-current liabilities

 1,718 1,997  1,496 1,718 
          

Total liabilities

Total liabilities

 20,837 20,255  23,312 20,837 

Commitments and contingencies

Commitments and contingencies

  

Stockholders' equity:

Stockholders' equity:

  

Capital stock and additional paid-in capital (2,308,782,064 and 2,329,324,797 issued shares at December 31, 2010 and 2009, respectively)

 1,454 3,943 

Retained earnings

 15,389 12,828 

Accumulated other comprehensive loss

 (1,517) (2,084)

Treasury stock, at cost (25,317,453 and 39,901,593 shares at December 31, 2010 and 2009, respectively)

 (441) (897)

Capital stock and additional paid-in capital (2,314,743,264 and 2,308,782,064 issued shares at December 31, 2011 and 2010, respectively)

 1,621 1,454 

Retained earnings

 16,988 15,389 

Accumulated other comprehensive loss

 (2,408) (1,517)

Treasury stock, at cost (24,332,144 and 25,317,453 shares at December 31, 2011 and 2010, respectively)

 (424) (441)
          

Total ABB stockholders' equity

Total ABB stockholders' equity

 14,885 13,790  15,777 14,885 

Noncontrolling interests

Noncontrolling interests

 573 683  559 573 
          

Total stockholders' equity

Total stockholders' equity

 15,458 14,473  16,336 15,458 
          

Total liabilities and stockholders' equity

Total liabilities and stockholders' equity

 36,295 34,728  39,648 36,295 
          

See accompanying Notes to the Consolidated Financial Statements


Table of Contents


ABB Ltd

Consolidated Statements of Cash Flows

Year ended December 31 ($ in millions)



 2010 2009 2008  2011 2010 2009 

Operating activities:

Operating activities:

  

Net income

Net income

 2,732 3,136 3,378  3,315 2,732 3,136 

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

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

  

Depreciation and amortization

 702 655 661 

Pension and other employee benefits

 (51) (28) 43 

Deferred taxes

 151 (56) (199)

Net gain from sale of property, plant and equipment

 (39) (15) (49)

Loss (income) from equity-accounted companies

 (3) 2 (15)

Other

 106 (6) 233 

Changes in operating assets and liabilities:

 
 

Trade receivables, net

 (407) 256 (1,266)
 

Inventories, net

 (264) 1,130 (800)
 

Trade payables

 678 (718) 522 
 

Billings in excess of sales

 89 295 539 
 

Provisions, net

 (69) (241) 677 
 

Advances from customers

 (25) (316) 130 
 

Other assets and liabilities, net

 597 (67) 104 

Depreciation and amortization

 995 702 655 

Pension and other employee benefits

 (49) (51) (28)

Deferred taxes

 (34) 151 (56)

Net gain from sale of property, plant and equipment

 (47) (39) (15)

Loss (income) from equity-accounted companies

 (4) (3) 2 

Other

 111 106 (6)

Changes in operating assets and liabilities:

 

Trade receivables, net

 (731) (407) 256 

Inventories, net

 (600) (264) 1,130 

Trade payables

 213 678 (718)

Billings in excess of sales

 150 89 295 

Provisions, net

 (391) (69) (241)

Advances from customers

 47 (25) (316)

Other assets and liabilities, net

 637 597 (67)
              

Net cash provided by operating activities

Net cash provided by operating activities

 4,197 4,027 3,958  3,612 4,197 4,027 

Investing activities:

Investing activities:

  

Changes in financing receivables, net

 (7) (7) 7 

Purchases of marketable securities (available-for-sale)

Purchases of marketable securities (available-for-sale)

 (3,391) (243) (1,081) (2,809) (3,391) (243)

Purchases of marketable securities (held-to-maturity)

Purchases of marketable securities (held-to-maturity)

 (65) (918)    (65) (918)

Purchases of short-term investments

Purchases of short-term investments

 (2,165) (3,824) (2,512) (142) (2,165) (3,824)

Purchases of property, plant and equipment and intangible assets

Purchases of property, plant and equipment and intangible assets

 (840) (967) (1,171) (1,021) (840) (967)

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

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

 (1,313) (161) (653) (4,020) (1,313) (161)

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

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

 807 79 110  3,717 807 79 

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

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

 531 855   483 531 855 

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

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

 290 730    290 730 

Proceeds from short-term investments

Proceeds from short-term investments

 3,276 2,253 5,305  529 3,276 2,253 

Proceeds from sales of property, plant and equipment

Proceeds from sales of property, plant and equipment

 47 36 94  57 47 36 

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

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

 83 16 46  8 83 16 

Other

  (21) (31)

Changes in financing and other non-current receivables, net

 (55) (7) (28)
              

Net cash provided by (used in) investing activities

 (2,747) (2,172) 114 

Net cash used in investing activities

 (3,253) (2,747) (2,172)

Financing activities:

Financing activities:

  

Net changes in debt with maturities of 90 days or less

Net changes in debt with maturities of 90 days or less

 52 (59) (10) 450 52 (59)

Increase in debt

Increase in debt

 277 586 458  2,580 277 586 

Repayment of debt

Repayment of debt

 (497) (705) (786) (2,576) (497) (705)

Issuance of shares

Issuance of shares

 16 89 49  105 16 89 

Transactions in treasury shares

Transactions in treasury shares

 (166)  (621) 5 (166)  

Dividends paid

 (1,569)   

Dividends paid in the form of nominal value reduction

Dividends paid in the form of nominal value reduction

 (1,112) (1,027) (1,060)  (1,112) (1,027)

Acquisition of noncontrolling interests

Acquisition of noncontrolling interests

 (956) (48)   (13) (956) (48)

Dividends paid to noncontrolling shareholders

Dividends paid to noncontrolling shareholders

 (193) (193) (152) (157) (193) (193)

Other

Other

 49 8 3  (33) 49 8 
              

Net cash used in financing activities

Net cash used in financing activities

 (2,530) (1,349) (2,119) (1,208) (2,530) (1,349)

Effects of exchange rate changes on cash and equivalents

Effects of exchange rate changes on cash and equivalents

 
(142

)
 
214
 
(230

)
 
(229

)
 
(142

)
 
214
 

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

   26 
              

Net change in cash and equivalents—continuing operations

Net change in cash and equivalents—continuing operations

 (1,222) 720 1,749  (1,078) (1,222) 720 

Cash and equivalents beginning of period

 7,119 6,399 4,650 

Cash and equivalents, beginning of period

 
5,897
 
7,119
 
6,399
 
              

Cash and equivalents end of period

 5,897 7,119 6,399 

Cash and equivalents, end of period

 4,819 5,897 7,119 
              

Supplementary disclosure of cash flow information:

Supplementary disclosure of cash flow information:

  

Interest paid

Interest paid

 94 156 244  165 94 156 

Taxes paid

Taxes paid

 884 1,090 1,065  1,305 884 1,090 

See accompanying Notes to the Consolidated Financial Statements


Table of Contents


ABB Ltd

Consolidated Statements of Changes in Stockholders' Equity

Years ended December 31, 2011, 2010 2009 and 20082009 ($ in millions)



  
  
 Accumulated other comprehensive loss  
  
  
  
   
  
 Accumulated other comprehensive loss  
  
  
  
 


 Capital
stock and
additional
paid-in
capital
 Retained
earnings
 Foreign
currency
translation
adjustment
 Unrealized
gain (loss)
on available-
for-sale
securities
 Pension
and other
post
retirement
plan
adjustments
 Unrealized
gain (loss)
on cash
flow hedge
derivatives
 Total
accumulated
other
comprehensive
loss
 Treasury
stock
 Total ABB
stockholders'
equity
 Noncontrolling
interests
 Total
stockholders'
equity
  Capital
stock and
additional
paid-in
capital
 Retained
earnings
 Foreign
currency
translation
adjustment
 Unrealized
gain (loss)
on available-
for-sale
securities
 Pension
and other
post-
retirement
plan
adjustments
 Unrealized
gain (loss)
on cash
flow hedge
derivatives
 Total
accumulated
other
comprehensive
loss
 Treasury
stock
 Total ABB
stockholders'
equity
 Non-
controlling
interests
 Total
stockholders'
equity
 

Balance at January 1, 2008

 5,780 6,809 (906) 7 (486) 55 (1,330) (302) 10,957 592 11,549 

Balance at January 1, 2009

 4,841 9,927 (1,654) 83 (978) (161) (2,710) (900) 11,158 612 11,770 

Comprehensive income:

 

Net income

   2,901             2,901 235 3,136 

Foreign currency translation adjustments

     598       598   598 12 610 

Effect of change in fair value of available-for-sale securities (net of tax of $26)

       (63)     (63)   (63)   (63)

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $3)

         (90)   (90)   (90) (2) (92)

Change in derivatives qualifying as cash flow hedges (net of tax of $(54))

           181 181   181   181 
                              

Comprehensive income:

 

Net income

   3,118             3,118 260 3,378 

Foreign currency translation adjustments

     (754)       (754)   (754) (41) (795)

Foreign currency translation adjustments related to divestments of businesses

     6       6   6   6 

Effect of change in fair value of available-for-sale securities (net of tax of $(26))

       76     76   76 (1) 75 

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $212)

         (492)   (492)   (492) 1 (491)

Change in derivatives qualifying as cash flow hedges (net of tax of $53)

           (216) (216)   (216)   (216)
       

Total comprehensive income

                 1,738 219 1,957 

Changes in noncontrolling interests

                  (45) (45)

Dividends paid to noncontrolling shareholders

                  (154) (154)

Dividends paid in the form of nominal value reduction

 (1,060)               (1,060)   (1,060)

Shares repurchased under buyback program

               (619) (619)   (619)

Share-based payment arrangements

 63               63   63 

Issuance of shares

 28             21 49   49 

Call options

 30               30   30 
                       

Balance at December 31, 2008

 4,841 9,927 (1,654) 83 (978) (161) (2,710) (900) 11,158 612 11,770 
                       

Comprehensive income:

 

Net income

   2,901             2,901 235 3,136 

Foreign currency translation adjustments

     598       598   598 12 610 

Effect of change in fair value of available-for-sale securities (net of tax of $26)

       (63)     (63)   (63)   (63)

Unrecognized expense related to pensions and other postretirement plans (net of tax of $3)

         (90)   (90)   (90) (2) (92)

Change in derivatives qualifying as cash flow hedges (net of tax of $(54))

           181 181   181   181 
       

Total comprehensive income

                 3,527 245 3,772 

Total comprehensive income

                 3,527 245 3,772 

Changes in noncontrolling interests

Changes in noncontrolling interests

 (49)               (49) 20 (29) (49)               (49) 20 (29)

Dividends paid to noncontrolling shareholders

Dividends paid to noncontrolling shareholders

                  (194) (194)                  (194) (194)

Dividends paid in the form of nominal value reduction

Dividends paid in the form of nominal value reduction

 (1,024)               (1,024)   (1,024) (1,024)               (1,024)   (1,024)

Treasury stock transactions

Treasury stock transactions

 (3)             3      (3)             3     

Share-based payment arrangements

Share-based payment arrangements

 66               66   66  66               66   66 

Issuance of shares

Issuance of shares

 90               90   90  90               90   90 

Call options

Call options

 22               22   22  22               22   22 
                                              

Balance at December 31, 2009

Balance at December 31, 2009

 3,943 12,828 (1,056) 20 (1,068) 20 (2,084) (897) 13,790 683 14,473  3,943 12,828 (1,056) 20 (1,068) 20 (2,084) (897) 13,790 683 14,473 
                                              

Comprehensive income:

Comprehensive income:

  

Net income

   2,561             2,561 171 2,732 

Foreign currency translation adjustments

     349       349   349 21 370 

Effect of change in fair value of available-for-sale securities (net of tax of $(2))

       (2)     (2)   (2)   (2)

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $(25))

         148   148   148 (3) 145 

Change in derivatives qualifying as cash flow hedges (net of tax of $(19))

           72 72   72   72 

Net income

   2,561             2,561 171 2,732        

Foreign currency translation adjustments

     349       349   349 21 370 

Effect of change in fair value of available-for-sale securities (net of tax of $(2))

       (2)     (2)   (2)   (2)

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $(25))

         148   148   148 (3) 145 

Change in derivatives qualifying as cash flow hedges (net of tax of $(19))

           72 72   72   72 
       

Total comprehensive income

                 3,128 189 3,317 

Total comprehensive income

                 3,128 189 3,317 

Changes in noncontrolling interests

Changes in noncontrolling interests

 (836)               (836) (110) (946) (836)               (836) (110) (946)

Dividends paid to noncontrolling shareholders

Dividends paid to noncontrolling shareholders

                  (189) (189)                  (189) (189)

Dividends paid in the form of nominal value reduction

Dividends paid in the form of nominal value reduction

 (1,112)               (1,112)   (1,112) (1,112)               (1,112)   (1,112)

Cancellation of shares repurchased under buyback program

Cancellation of shares repurchased under buyback program

 (619)             619      (619)             619     

Treasury stock transactions

Treasury stock transactions

               (228) (228)   (228)               (228) (228)   (228)

Share-based payment arrangements

Share-based payment arrangements

 66               66   66  66               66   66 

Issuance of shares

Issuance of shares

 13             65 78   78  13             65 78   78 

Call options

Call options

 (1)               (1)   (1) (1)               (1)   (1)
                                              

Balance at December 31, 2010

Balance at December 31, 2010

 1,454 15,389 (707) 18 (920) 92 (1,517) (441) 14,885 573 15,458  1,454 15,389 (707) 18 (920) 92 (1,517) (441) 14,885 573 15,458 
                                              

Comprehensive income:

 

Net income

   3,168             3,168 147 3,315 

Foreign currency translation adjustments

     (261)       (261)   (261) (14) (275)

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

       2     2   2   2 

Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $154)

         (552)   (552)   (552) 3 (549)

Change in derivatives qualifying as cash flow hedges (net of tax of $29)

           (80) (80)   (80)   (80)
       

Total comprehensive income

                 2,277 136 2,413 

Changes in noncontrolling interests

 (3)               (3) 7 4 

Dividends paid to noncontrolling shareholders

                  (157) (157)

Dividends paid

   (1,569)             (1,569)   (1,569)

Treasury stock transactions

 (12)             17 5   5 

Share-based payment arrangements

 67               67   67 

Issuance of shares

 105               105   105 

Call options

 (9)               (9)   (9)

Replacement options issued in connection with acquisition

 19               19   19 
                       

Balance at December 31, 2011

 1,621 16,988 (968) 20 (1,472) 12 (2,408) (424) 15,777 559 16,336 
                       

See accompanying Notes to the Consolidated Financial Statements


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements

Note 1—The Company

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

        The Company has a global integrated risk management process. Once a year, the board of directors of ABB Ltd performs a risk assessment in accordance with the Company's risk management processes and discusses appropriate actions, if necessary.

Note 2—Significant accounting policies

        The following is a summary of significant accounting policies followed in the preparation of these Consolidated Financial Statements.

Basis of presentation

        The Consolidated Financial Statements are prepared in accordance with United States of America (United States or U.S.) generally accepted accounting principles (U.S. GAAP) and are presented in United States dollars ($ or USD) unless otherwise stated. The par value of capital stock is denominated in Swiss francs.

Scope of consolidation

        The Consolidated Financial Statements include the accounts of ABB Ltd and companies which are directly or indirectly controlled by ABB Ltd. Additionally, the Company consolidates variable interest entities if it has determined that it is the primary beneficiary. Intercompany accounts and transactions are eliminated. Investments in joint ventures and affiliated companies in which the Company has the ability to exercise significant influence over operating and financial policies (generally through direct or indirect ownership of 20 percent to 50 percent of the voting rights), are recorded in the Consolidated Financial Statements using the equity method of accounting.

Reclassifications

        Certain amounts reported for prior years in the Consolidated Financial Statements and Notes have been reclassified to conform to the current year's presentation. These changes primarily relate to non-current assets, where the realignmentline "Financing receivables, net" has been included in "Other non-current assets" and the basis of the automation segments as of January 1, 2010, the presentation of non-order related research and development expenses as a separate line in the Consolidated Income Statements and the reclassification from investing activities to financing activities in the Consolidated Statements of Cash Flows of cash paid for the acquisition of noncontrolling interests.segment results (see Note 22).

Operating cycle

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


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Use of estimates

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

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

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

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

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

    growth rates, discount rates and other assumptions used in the Company'stesting goodwill for impairment, test,

    assumptions used in determining inventory obsolescence and net realizable value,

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

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

    ���
    assessment of the allowance for doubtful accounts.

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

Cash and equivalents

        Cash and equivalents include highly liquid investments with maturities of three months or less at the date of acquisition.

        Currency and other local regulatory limitations related to the transfer of funds exist in a number of countries where the Company operates. Funds, other than regular dividends, fees or loan repayments, cannot be readily transferred offshoreabroad from these countries and are therefore deposited and used for working capital needs locally. These funds are included in cash and equivalents as they are not considered restricted.

Marketable securities and short-term investments

        Management determines the appropriate classification of held-to-maturity and available-for-sale securities at the time of purchase. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for accretion of discounts or amortization of premiums to maturity computed under the effective interest method. Such accretion or amortization is included in "Interest


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)


and dividend income". Marketable debt and equity securities not classified as held-to-maturity are classified as available-for-sale.

        Marketable debt and equity securities classified as available-for-sale at the time of purchase are reported at fair value. Unrealized gains and losses on available-for-sale securities are excluded from the determination of earnings and are instead recognized in the "Accumulated other comprehensive loss" component of stockholders' equity, net of tax, until realized. Realized gains and losses on available-for-sale securities are computed based upon the historical cost of these securities, using the specific identification method.

        The Company performs a periodic review of its debt and equity securities to determine whether an other-than-temporary impairment has occurred. Generally, when an individual security has been in an unrealized loss position for an extended period of time, the Company evaluates whether an impairment has occurred. The evaluation is based on specific facts and circumstances at the time of assessment, which include general market conditions, and the duration and extent to which the fair value is below cost and, through 2008, the Company's intent and ability to hold the security for a sufficient period of time to allow for recovery in value. In addition, for equity securities, the Company assesses whether the cost value will recover within the near-term. If an other-than-temporary impairment is identified, the security is written down to its fair value.cost.

        In 2009, the Company adopted new accounting standards for the recognition and measurement of other-than-temporary impairments of debt securities. The previous criterion of the Company's intent and ability to hold the security for a sufficient period of time to allow for recovery in value of the debt security was replaced and, under the new standards, ifIf the fair value of a debt security is less than its amortized cost, then an other-than-temporary impairment for the difference is recognized if (i) the Company has the intent to sell the security, (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost base or (iii) a credit loss exists in so far as the Company does not expect to recover the entire recognized amortized cost of the security. Impairment charges relating to such credit losses are recognized in "Interest and other finance expense" while impairments related to all other factors are recognized in "Accumulated other comprehensive loss".

        In addition, for equity securities, the Company assesses whether the cost value will recover within the near-term and whether the Company has the intent and ability to hold that equity security until such recovery occurs. If an other-than-temporary impairment is identified, the security is written down to its fair value through earnings.

Marketable debt and equity securities are generally classified as either "Cash and equivalents" or "Marketable securities and short-term investments" according to their maturity at the time of acquisition. Any marketable securities held as a long-term investment rather than as an investment of excess liquidity, are classified as "Other non-current assets". Other-than-temporary impairments relating to these investments are reported in either "Other income (expense), net" for equity securities or "Interest and other finance expense" for debt securities.

Accounts receivable and allowance for doubtful accounts

        Accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and customer economicspecific data. If an amount has not been settled within its contractual payment term then it is considered past due. The Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectability. Information on the credit quality of trade receivables with an original maturity greater than one year and financing receivables is presented in Notes 7 and 9.

        Account balances are charged off against the allowance when the Company believes that the amount will not be recovered.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Concentrations of credit risk

        The Company sells a broad range of products, systems and services to a wide range of industrial, commercial and utility customers as well as various government agencies and quasi-governmental agencies throughout the world. Concentrations of credit risk with respect to accounts receivable are limited, as the Company's customer base is comprised of a large number of individual customers. Ongoing credit evaluations of customers' financial positions are performed to determine whether the use of credit support instruments such as guarantees, letters of credit or credit insurance are necessary; collateral is not generally required. The Company maintains reserves for potential credit losses as discussed above in Accounts receivable and allowance for doubtful accounts. Such losses, in the aggregate, are in line with the Company's expectations.

        It is the Company's policy to invest cash in deposits with banks throughout the world with certain minimum credit ratings and in high quality, low risk, liquid investments. The Company actively manages its credit risk by routinely reviewing the creditworthiness of the banks and the investments held, as well as maintaining such investments in time deposits or other liquid investments. The Company has not incurred significant credit losses related to such investments.

        The Company's exposure to credit risk on derivative financial instruments is the risk that the counterparty will fail to meet its obligations. To reduce this risk, the Company has credit policies that require the establishment and periodic review of credit limits for individual counterparties. In addition, the Company has entered into close-out netting agreements with most derivative counterparties. Close-out netting agreements provide for the termination, valuation and net settlement of some or all outstanding transactions between two counterparties on the occurrence of one or more pre-defined trigger events. In the Consolidated Financial Statements derivative transactions are presented on a gross basis.

Revenue recognition

        The Company generally recognizes revenues for the sale of goods when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. DeliveryWith regards to the sale of products, delivery is not considered to occur upon transfer ofhave occurred, and therefore no revenues are recognized, until the customer has taken title to the products and assumed the risks and rewards of ownership.ownership of the products specified in the purchase order or sales agreement. Generally, the transfer of title and risks and rewards of ownership are governed by the contractually-defined shipping terms. The Company uses various International Commercial shipping terms (as promulgated by the International Chamber of Commerce) in its sales of products to third-party customers, such as Ex Works (EXW), Free Carrier (FCA) and Delivered Duty Paid (DDP). Subsequent to delivery of the products, the Company generally has no further contractual performance obligations that would preclude revenue recognition.

        Revenues under long-term construction-type contracts are generally recognized using the percentage-of-completion method of accounting. The Company principally uses the cost-to-cost method to measure progress towards completion on contracts. Under this method, progress of contracts is measured by actual costs incurred in relation to the Company's best estimate of total estimated costs, which are reviewed and updated routinely for contracts in progress. The cumulative effects of such adjustments are reported in the current period.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

        Short-term construction-type contracts, or long-term construction-type contracts for which reasonably dependable estimates cannot be made or for which inherent hazards make estimates difficult, are accounted for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial completion—that is: acceptance by the customer, compliance with performance specifications demonstrated in a factory acceptance test or similar event.

        For non construction-type contracts that contain customer acceptance provisions, revenue is deferred until customer acceptance occurs or the Company has demonstrated the customer-specified objective criteria have been met or the contractual acceptance period has lapsed.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

        Revenues from service transactions are recognized as services are performed. For long-term service contracts, revenues are recognized on a straight-line basis over the term of the contract or, if the performance pattern is other than straight-line, as the services are provided. Service revenues reflect revenues earned from the Company's activities in providing services to customers primarily subsequent to the sale and delivery of a product or complete system. Such revenues consist of maintenance-type contracts, field service activities that include personnel and accompanying spare parts, and installation and commissioning of products as a standalonestand-alone service or as part of a service contract.

        Revenues for software license fees are recognized when persuasive evidence of a non-cancelable license agreement exists, delivery has occurred, the license fee is fixed or determinable, and collection is probable. In software arrangements that include rights to multiple software products and/or services, the total arrangement fee is allocated using the residual method. Under this method revenue is allocated to the undelivered elements based on vendor-specific objective evidence (VSOE) of the fair value of such undelivered elements and the residual amounts of revenue are allocated to the delivered elements. Elements included in multiple element arrangements may consist of software products, maintenance (which includes customer support services and unspecified upgrades), hosting, and consulting services. VSOE is based on the price generally charged when an element is sold separately or, in the case of an element not yet sold separately, the price established by management, if it is probable that the price, once established, will not change once the element is sold separately. If VSOE does not exist for an undelivered element, the total arrangement fee will be recognized as revenue over the life of the contract or upon delivery of the undelivered element.

The Company offers multiple solutionselement arrangements to meet its customers' needs. These solutionsarrangements may involve the delivery of multiple products and/or performance of services (such as installation and training) and the delivery and/or performance may occur at different points in time or over different periods of time. In such circumstances, ifIf certain criteria are met, the Company allocates revenues to each delivery of product or performance of service based on the individual elements' relative fair value. If thereA hierarchy of selling prices is noused to determine the selling price of each specific deliverable that includes VSOE (if available), third-party evidence for the fair value(if VSOE is not available), or estimated selling price if neither of the delivered item,first two is available. The estimated selling price reflects the revenueCompany's best estimate of what the selling prices of elements would be if the elements were sold on a stand-alone basis. Revenue is allocated based on the residual method, provided thatbetween the elements meetof an arrangement consideration at the criteria for treatmentinception of the arrangement. Such arrangements generally include industry-specific performance and termination provisions, such as a separate unitin the event of accounting.substantial delays or non-delivery.

        Revenues are reported net of customer rebates and similar incentives. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Company and its customers, such as sales, use, value-added and some excise taxes are presented on a net basis (excluded from revenues).

Contract loss provisions

        Losses on contracts are recognized in the period when they are identified and are based upon the anticipated excess of contract costs over the related contract revenues.

Shipping and handling costs

        Shipping and handling costs are recorded as a component of cost of sales.

Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method, the weighted-average cost method, or in certain circumstances (for example, where the completed-contract method of revenue recognition is used) the specific identification method. Inventoried costs are stated at acquisition cost or actual production cost, including direct material and labor and applicable manufacturing overheads, reduced by amounts recognized in cost of sales.overheads. Adjustments to reduce the cost of inventory to its net market value are made, if required, for decreases in sales prices, obsolescence or similar impairments.

Accounting for discontinued operations

        Assets and liabilities that meet certain criteria with respect to the Company's plans for their sale or abandonment are included in assets and liabilities held for sale and in discontinued operations. Depreciation and amortization cease when the assets meet the criteria to be classified as held for sale. Results from discontinued operations are recognizedreductions in the period in which they occur. Assets and liabilities classified as held for sale are measured at the lower of carrying amount or fair value, less cost to sell. Assets and liabilities related to discontinued operations that are retained are not classified into assets or liabilities held for sale and in discontinued operations in our Consolidated Balance Sheets;


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)


future adjustments of such balances are recorded through income (loss) from discontinued operations,estimated net of tax, in the Consolidated Income Statements. In the Consolidated Statements of Cash Flows, the amounts related to businesses with assets and liabilities held for sale and in discontinued operations are not segregated.realizable value.

Impairment of long-lived assets

        Long-lived assets that are held and used are assessed for impairment when events or circumstances indicate that the carrying amount of the asset may not be recoverable. If the asset's net carrying value exceeds the asset's net undiscounted cash flows expected to be generated over its remaining useful life including net proceeds expected from disposition of the asset, if any, the carrying amount of the asset is reduced to its estimated fair value. The estimated fair value is determined using a market, income and/or cost approach.

Property, plant and equipment

        Property, plant and equipment is stated at cost, less accumulated depreciation and is depreciated using the straight-line method. The estimated useful lives of the assets are generally as follows:

    factories and office buildings: 30 to 40 years,

    other facilities: 15 years,

    machinery and equipment: 3 to 15 years,

    furniture and office equipment: 3 to 8 years,

    leasehold improvements are depreciated over their estimated useful life or, for operating leases, over the lease term, if shorter.

Goodwill and other intangible assets

        Goodwill is tested for impairment annually as of October 1 or more frequently if events or circumstances indicate that the carrying value may not be recoverable. The Company performs a


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

two-step impairment test. In the first step, the Company compares the fair value of each reporting unit to its carrying value. A reporting unit is an operating segment or one level below an operating segment. For the annual impairment review, the reporting units were the same as the operating segments for Power Systems, Discrete Automation and Motion, and Low Voltage Products, while for the Power Products and Process Automation operating segments, the reporting units were determined to be one level below the operating segment. The Company determines the fair value of its reporting units based on the income approach whereby the fair value of each reporting unit is calculated based on the present value of future cash flows. If the carrying value of the net assets of a reporting unit exceeds the fair value of the reporting unit or its carrying amount is zero or negative and it is more likely than not that a goodwill impairment exists then the Company performs the second step of the impairment test to determine the implied fair value of the reporting unit's goodwill. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, the Company records an impairment charge equal to the difference.

        The cost of acquired intangible assets with a finite life is amortized using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.assets' expected contributions to future cash flows. If that pattern cannot be reliably determined, the straight-line method is used. The


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)


amortization periods typically range from 13 to 10 years.5 years for software and from 5 to 20 years for customer-, technology- and marketing-related intangibles. Intangible assets with a finite life are tested for impairment upon the occurrence of certain triggering events.

Capitalized software costs

Software for internal use

        Costs incurred in the application development stage until the software is substantially complete are capitalized and are amortized on a straight-line basis over the estimated useful life of the software, typically ranging from 3 to 5 years.

Software product to be sold

        Costs incurred after the software has demonstrated its technological feasibility until the product is available for general release to the customers are capitalized and amortized on a straight-line basis over the estimated life of the product. The Company periodically performs an evaluation to determine that the unamortized cost of software to be sold does not exceed the net realizable value. If the unamortized cost of software to be sold exceeds its net realizable value, the Company records an impairment charge equal to the difference.

Derivative financial instruments and hedging activities

        The Company uses derivative financial instruments to manage currency, commodity, interest rate and equity exposures, arising from its global operating, financing and investing activities (see Note 5).

        The Company recognizes all derivatives, other than certain derivatives indexed to the Company's own stock, at fair value in the Consolidated Balance Sheets. Derivatives that are not designated as hedging instruments are reported at fair value with derivative gains and losses reported through earnings and classified consistent with the nature of the underlying transaction. If the derivatives are designated as a hedge, depending on the nature of the hedge, changes in the fair value of the


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

derivatives will either be offset against the change in fair value of the hedged item attributable to the risk being hedged through earnings (in the case of a fair value hedge) or recognized in "Accumulated other comprehensive loss" until the hedged item is recognized in earnings (in the case of a cash flow hedge). The ineffective portion of a derivative's change in fair value is immediately recognized in earnings consistent with the classification of the hedged item.

        Gains or losses from derivatives designated as hedging instruments in a fair value hedge are reported through earnings and classified consistent with the nature of the underlying hedged transaction. Where derivative financial instruments have been designated as cash flow hedges of forecasted transactions and such forecasted transactions are no longer probable of occurring, hedge accounting is discontinued and any derivative gain or loss previously included in "Accumulated other comprehensive loss" is reclassified into earnings consistent with the nature of the original forecasted transaction.

        Certain commercial contracts may grant rights to the Company or the counterparties, or contain other provisions that are considered to be derivatives. Such embedded derivatives are assessed at inception of the contract and depending on their characteristics, accounted for as separate derivative instruments and shown at their fair value in the balance sheet with changes in their fair value reported in earnings consistent with the nature of the commercial contract to which they relate.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

        Derivatives are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item, primarily within "Net cash provided by operating activities".

Leases

        The Company leases primarily real estate and office equipment. Rental expense for operating leases is recorded on a straight-line basis over the life of the lease term. Lease transactions where substantially all risks and rewards incident to ownership are transferred from the lessor to the lessee are accounted for as capital leases. All other leases are accounted for as operating leases. Amounts due under capital leases are recorded as a liability. The interest in assets acquired under capital leases is recorded as property, plant and equipment. Depreciation and amortization of assets recorded under capital leases is included in depreciation and amortization expense.

Sale-leasebacks

        The Company occasionally enters into transactions accounted for as sale-leasebacks, in which fixed assets, generally real estate and/or equipment, are sold to a third party and then leased for use by the Company. Under certain circumstances, the necessary criteria to recognize a sale of these assets may not occur and then the transaction is reflected as a financing transaction, with the proceeds received from the transaction reflected as a borrowing or deposit liability. When the necessary criteria have been met to recognize a sale, gains or losses on the sale of the assets are generally deferred and amortized over the term of the transaction, except in certain limited instances when a portion of the gain or loss may be recognized upon inception. The lease of the asset is accounted for as either an operating lease or a capital lease, depending upon its specific terms.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Translation of foreign currencies and foreign exchange transactions

        The functional currency for most of the Company's subsidiaries is the applicable local currency. The translation from the applicable functional currencies into the Company's reporting currency is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for income statement accounts using average exchange rates prevailing during the year. The resulting translation adjustments are excluded from the determination of earnings and are recognized in "Accumulated other comprehensive loss" until the subsidiary is sold, substantially liquidated or evaluated for impairment in anticipation of disposal.

        Foreign currency exchange gains and losses, such as those resulting from foreign currency denominated receivables or payables, are included in the determination of earnings, except as they relate to intercompany loans that are equity-like in nature with no reasonable expectation of repayment, which are recognized in "Accumulated other comprehensive loss". Exchange gains and losses recognized in earnings are included in "Total revenues", "Total cost of sales", "Selling, general and administrative expenses" or "Interest and other finance expense" consistent with the nature of the underlying item.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Income taxes

        The Company uses the asset and liability method to account for deferred taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. For financial statement purposes, the Company records a deferred tax asset when it determines that it is more likely than not that the deduction will be sustained based upon the deduction's technical merit. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized.

        Deferred taxes are provided on unredeemed retained earnings of the Company's subsidiaries. However, deferred taxes are not provided on such unredeemed retained earnings to the extent it is expected that the earnings are permanently reinvested. Such earnings may become taxable upon the sale or liquidation of these subsidiaries or upon the remittance of dividends.

        The Company operates in numerous tax jurisdictions and, as a result, is regularly subject to audit by tax authorities. The Company provides for tax contingencies on the basis of their technical merits, including relative tax law and Organisation for Economic Co-operation and Development (OECD) guidelines, as well as on items relating to potential audits by tax authorities based upon its evaluations of the facts and circumstances as of each reporting period. Changes in the facts and circumstances could result in a material change to the tax accruals. The Company provides for tax contingencies whenever it is deemed more likely than not that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

        The Company applies a two-step approach to recognize and measure uncertainty in income taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 percent likely of being realized upon ultimate settlement.

        Expense related to tax penalties is classified in the Consolidated Income Statements as "Provision for taxes", while interest thereon is classified as "Interest and other finance expense".

Research and development

        Research and development costs not related to specific customer orders are generally expensed as incurred.

Earnings per share

        Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year. Diluted earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise: outstanding written call options, outstanding options and shares granted subject to certain conditions under the Company's share-based payment arrangements. See further discussion related to earnings per share in Note 20 and further discussion of the potentially dilutive securities in Note 18.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Share-based payment arrangements

        The Company has various share-based payment arrangements for its employees, which are described more fully in Note 18. Such arrangements are accounted for under the fair value method. For awards that are equity-settled, total compensation is measured at grant date, based on the fair value of the award at that date, and recorded in income over the period the employees are required to render service. For awards that are cash-settled, compensation is initially measured at grant date and subsequently remeasured at each reporting period, based on the fair value and vesting percentage of the award at each of those dates, with changes in the liability recorded in earnings.

Fair value measures

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

        Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation techniques including the market approach (using observable


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

market data for identical or similar assets and liabilities), the income approach (discounted cash flow models) and the cost approach (using costs a market participant would incur to develop a comparable asset). Inputs used to determine the fair value of assets and liabilities are defined by a three-level hierarchy, depending on the reliability of those inputs. The Company has categorized its financial assets and liabilities and non-financial assets measured at fair value within this hierarchy based on whether the inputs to the valuation technique are observable or unobservable. An observable input is based on market data obtained from independent sources, while an unobservable input reflects the Company's assumptions about market data.

        The levels of the fair value hierarchy are as follows:

Level 1: Valuation inputs consist of quoted prices in an active market for identical assets or liabilities (observable quoted prices). Assets and liabilities valued using Level 1 inputs include exchange-traded equity securities, listed derivatives which are actively traded such as foreign exchangecommodity futures, and specificcertain government securities.

Level 2:

 

Valuation inputs consist of observable inputs (other than Level 1 inputs) such as actively quoted prices for similar assets, quoted prices in inactive markets and inputs other than quoted prices such as interest rate yield curves, credit spreads, or inputs derived from other observable data by interpolation, correlation, regression or other means. The adjustments applied to quoted prices or the inputs used in valuation models may be both observable and unobservable. In these cases, the fair value measurement is classified as Level 2 unless the unobservable portion of the adjustment or the unobservable input to the valuation model is significant, in which case the fair value measurement would be classified as Level 3. Assets and liabilities valued using Level 2 inputs include investments in certain funds, certain government securities, corporate debt securities, interest rate swaps, cross-currency swaps, commodity swaps, cash-settled call options, as well as foreign exchange forward contracts and foreign exchange swaps.

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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)


Level 3:

 

Valuation inputs are based on the Company's assumptions of relevant market data (unobservable input). Assets valued at Level 3 include certain pension assets (see Note 17). The impairment in 2009 of certain long-lived assets primarily included in "Property, plant and equipment, net" was calculated using Level 3 inputs.

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

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

        Disclosures about the Company's fair value measurements of assets and liabilities are included in Note 6.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

Contingencies and asset retirement obligations

        The Company is subject to proceedings, litigation or threatened litigation and other claims and inquiries, related to taxes other than income tax, environmental, labor, product, regulatory and other matters, and is required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination of the provision required, if any, for these contingencies is made after analysis of each individual issue, often with assistance from both internal and external legal counsel and technical experts. The required amount of a provision for a contingency of any type may change in the future due to new developments in the particular matter, including changes in the approach to its resolution.

        The Company records a provision for its contingent obligations when it is probable that a loss will be incurred and the amount can be reasonably estimated. Any such provision is generally recognized on an undiscounted basis using the Company's best estimate of the amount of loss incurred or at the lower end of an estimated range when a single best estimate is not determinable. In some cases, the Company may be able to recover a portion of the costs relating to these obligations from insurers or other third parties; however, the Company records such amounts only when it is probable that they will be collected.

        The Company provides for anticipated costs for warranties when it recognizes revenues on the related products or contracts. Warranty costs include calculated costs arising from imperfections in design, material and workmanship in the Company's products. The Company makes individual assessments on contracts with risks resulting from order-specific conditions or guarantees and assessments on an overall, statistical basis for similar products sold in larger quantities.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

        The Company may have a legal obligation to perform environmental clean-up activities as a result of the normal operation of its business or have other asset retirement obligations. In some cases, the timing or the method of settlement, or both, are conditional upon a future event that may or may not be within the control of the Company, but the underlying obligation itself is unconditional and certain. The Company recognizes a provision for these and other asset retirement obligations when a liability for the retirement or clean-up activity has been incurred and a reasonable estimate of its fair value can be made. Asset retirementsretirement provisions are initially recognized at fair value, and subsequently adjusted for accrued interest and changes in estimates. Provisions for environmental obligations are not discounted to their present value when the timing of payments cannot be reasonably estimated.

Pensions and other postretirement benefits

        The Company has a number of defined benefit pension and other postretirement plans. The Company recognizes an asset for such a plan's overfunded status or a liability for such a plan's underfunded status in its Consolidated Balance Sheets. Additionally, the Company measures such a plan's assets and obligations that determine its funded status as of the end of the year and recognizes the changes in the funded status in the year in which the changes occur. Those changes are reported in "Accumulated other comprehensive loss" and as a separate component of stockholders' equity.

        The Company uses actuarial valuations to determine its pension and postretirement benefit costs and credits. The amounts calculated depend on a variety of key assumptions, including discount rates and expected return on plan assets. Current market conditions are considered in selecting these assumptions.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

        The Company's various pension plan assets are assigned to their respective levels in the fair value hierarchy in accordance with the valuation principles described in the "Fair value measures" section above.

        See Note 17 for further discussion of the Company's employee benefit plans.

Business combinations

        Assets acquired and liabilities assumed in business combinations are accounted for using the acquisition method and recorded at their respective fair values. Contingent consideration is recorded at fair value as an element of purchase price with subsequent adjustments recognized in income. Identifiable intangibles consist of intellectual property such as patents and trademarks, customer relationships, in-process research and development and capitalized software; these are amortized over their estimated useful lives. Such intangibles are subsequently subject to evaluation for potential impairment if events or circumstances indicate the carrying amount may not be recoverable. See the "Goodwill and other intangible assets". section above. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs are generally expensed in periods subsequent to the acquisition date. Changes in valuation allowances on acquired deferred tax assets that occur after the measurement period (a period of up to 12 months after the acquisition date during which the acquirer may adjust the provisional acquisition amounts) are recognized in income. Upon gaining control of an entity in which an equity method or cost basis investment was held by the Company, the carrying value of that investment is adjusted to fair value with the related gain or loss recorded in income.

New accounting pronouncements

Applicable in current period

Fair value measurements

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

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

        As of January 1, 2011, the Company adopted an accounting standard update that requires additional disclosures regarding the changes and reasons for those changes in the allowance for credit losses. See Note 7 for these disclosures.

Revenue recognition for multiple deliverable arrangements

        The Company adopted an accounting standard update on revenue recognition for multiple deliverable arrangements, for such arrangements entered into or materially modified by the Company on or after January 1, 2011. This update amends the criteria for allocating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

New accounting pronouncements

Applicable in current period

Fair value measurements

        As of January 1, 2010, the Company adopted an accounting standard update that requires additional disclosure for fair value measurements. The update requires that significant transfers in and out of fair value Level 1 (observable quoted prices) and Level 2 (observable inputs other than Level 1 inputs) be disclosed together with a description of the reasons for the transfers. Adoption of this update did not result in additional disclosure in 2010, as there were no significant transfers between Level 1 and Level 2.

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

        As of December 2010, the Company adopted an accounting standard update that requires additional disclosures about the credit quality of financing receivables and the allowance for credit losses. The required disclosures include a description of (i) the nature of credit risk inherent in the Company's portfolio of financing receivables and (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses. The new disclosure requirements did not have a material impact on the Consolidated Financial Statements.

Applicable for future periods

Fair value measurements

        In January 2010, an accounting standard update was issued that requires additional disclosure for fair value measurements. The update requires disclosure, on a gross basis, about purchases, sales, issuances, and settlements of level 3 (significant unobservable inputs) instruments when reconciling the fair value measurements. This disclosure requirement is effective for the Company for periods beginning January 1, 2011. The Company does not believe that this new disclosure requirement will have a material impact on its Consolidated Financial Statements.

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

        In July 2010, an accounting standard update was issued that requires additional disclosures regarding the changes and reasons for those changes in the allowance for credit losses. This update is effective for the Company for periods beginning January 1, 2011. The new disclosure requirements will not have a material impact on the Consolidated Financial Statements.

Revenue recognition with multiple deliverable arrangements

        In October 2009, an accounting standard update on revenue recognition with multiple deliverable arrangements was issued which amends the criteria for allocating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable that includes vendor-specific objective evidenceVSOE (if available), third-party evidence


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)


(if vendor-specific evidence (if VSOE is not available), or estimated selling price if neither of the first two areis available. This update also:

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

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

        This update is effective for arrangements entered into by the Company or materially modified on or after January 1, 2011. The Company does not believe thatadoption of this update willdid not have a materialsignificant impact on itsthe Consolidated Financial Statements.

Revenue arrangements that include software elements

        In October 2009,The Company adopted an accounting standard update for the accounting of certain revenue arrangements that include software elements, was issued.entered into or materially modified by the Company on or after January 1, 2011. This update amends the existing guidance on revenue arrangements that contain both hardware and software elements. This update modifies the existing rules to exclude from the software revenue guidance (i) non-software components of tangible products and (ii) software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product's essential functionality. Undelivered elements in the arrangement related to the non-software components also are excluded from this guidance. This update is effective for arrangements entered into by the Company or materially modified on or after January 1, 2011. The Company does not believe thatadoption of this update willdid not have a materialsignificant impact on itsthe Consolidated Financial Statements.

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

        In December 2010,As of January 1, 2011, the Company adopted an accounting standard update was issued thatwhich clarifies that the Company is required to perform the second step of the goodwill impairment test (determining whether goodwill has been impaired and calculating the amount of the impairment) also for reporting units with zero or negative carrying amounts, if it is more likely than not that a goodwill impairment exists. In determining whether a goodwill impairment exists, the Company considers whether there are any adverse qualitative factors indicating such an impairment. A reporting unit is an operating segment or one level below an operating segment. This requirement is effective for the Company for periods beginning January 1, 2011. The Company does not believe thatadoption of this update willdid not have a materialsignificant impact on itsthe Consolidated Financial Statements.

Disclosure of supplementary pro forma information for business combinations

        In December 2010,For business combinations entered into on or after January 1, 2011, that are material on an individual or aggregate basis, the Company has adopted an accounting standard update was issued that clarifies the requirement regarding the disclosure of pro forma information for business combinations. Under the update, the Company is required to disclose pro forma revenues and earnings of the combined entity as though the business combination(s) had occurred as of the beginning of the comparable prior annual reporting period only. This update also expands the disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. See Note 3 for pro forma disclosures related to the acquisition of Baldor Electric Company (Baldor).


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)


includedA creditor's determination of whether a restructuring is a troubled debt restructuring

        As of July 1, 2011, the Company adopted an accounting standard update that provides clarifying guidance regarding whether a restructuring of receivables constitutes a troubled debt restructuring and requires additional disclosures. The adoption of this update did not have a significant impact on the Consolidated Financial Statements.

Disclosures about an employer's participation in a multiemployer plan

        As of December 31, 2011, the Company adopted an accounting standard update that requires additional quantitative and qualitative disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. The adoption of this update did not result in additional disclosures for 2011, as the Company's participation in multiemployer plans was not significant.

Applicable for future periods

Amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs

        In May 2011, an accounting standard update was issued that provides guidance that results in common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. These amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the amendments in this update are not intended to result in a change in the reported pro forma revenue and earnings.application of the requirements of U.S. GAAP. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This new disclosure requirement will apply to business combinations entered into byupdate is effective for the Company afterfor periods beginning January 1, 2012. The Company does not believe that this update will have a significant impact on its Consolidated Financial Statements.

Presentation of comprehensive income

        In June 2011, an accounting standard update was issued regarding the presentation of comprehensive income. This was revised in a further update in December 2011. Under the updates, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. These updates are effective for the Company for periods beginning January 1, 2012, and are applicable retrospectively. Upon adoption, the Company will present two separate but consecutive statements.

Testing goodwill for impairment

        In September 2011, an accounting standard update was issued regarding the testing of goodwill for impairment. Under the update, the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company would not be required to calculate the fair value of a reporting unit unless it determines,


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 2—Significant accounting policies (Continued)

based on the qualitative assessment, that it is more likely than not that the reporting unit's fair value is less than its carrying amount. The update includes examples of events and circumstances to be considered in conducting the qualitative assessment. This update is effective for the Company for periods beginning January 1, 2012. The Company does not believe that this update will have a significant impact on its Consolidated Financial Statements.

Disclosures about offsetting assets and liabilities

        In December 2011, an accounting standard update was issued regarding disclosures about amounts of financial and derivative instruments recognized in the statement of financial position that are material oneither (i) offset or (ii) subject to an individualenforceable master netting arrangement or aggregate basis.similar agreement, irrespective of whether they are offset. The scope of the update includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This update is effective for the Company for annual and interim periods beginning January 1, 2013, and is applicable retrospectively. The Company is currently evaluating the impact of this additional disclosure requirement.

Note 3—Acquisitions, divestmentsincreases in controlling interests and discontinued operationsdivestments

Acquisitions

        Acquisitions in (excluding the increase in controlling interest in India described separately below) were as follows:

($ in millions, except number of acquired businesses)
 2011 2010 2009 

Acquisitions (net of cash acquired)(1)

  3,805  1,275  159 

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

  3,261  1,091  147 

Number of acquired businesses

  10  9  8 

($ in millions, except number of acquired businesses)
 2010 2009 2008 

Acquisitions (net of cash acquired)(1)

  1,275  159  651 

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

  1,091  147  456 

Number of acquired businesses

  9  8  7 

(1)
Excluding changes in cost and equity investments but including, in 2011, $19 million representing the fair value of replacement vested stock options issued to Baldor employees at the acquisition date.

(2)
Recorded as goodwill (see Note 11).

        In the table above, the "Acquisitions" and "Aggregate excess of purchase price over fair value of net assets acquired" amounts for 2011 relate primarily to the acquisitions of Baldor and Mincom, while for 2010, these amounts relate primarily to the acquisition of Ventyx, as described below.Ventyx.

        Acquisitions of controlling interests have been accounted for under the acquisition method and have been included in the Company's Consolidated Financial Statements since the date of acquisition.

        On January 26, 2011, the Company acquired 83.25 percent of the outstanding shares of Baldor for $63.50 per share in cash. On January 27, 2011, the Company exercised its top-up option contained in the merger agreement, bringing its shareholding in Baldor to 91.6 percent, allowing the Company to complete a short-form merger under Missouri, United States, law. On the same date, the Company completed the purchase of the remaining 8.4 percent of outstanding shares. The resulting cash outflows for the Company amounted to $4,276 million, representing $2,966 million for the purchase of the shares, net of cash acquired, $70 million related to cash settlement of Baldor options held at acquisition date and $1,240 million for the repayment of debt assumed upon acquisition.


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 3—Acquisitions, increases in controlling interests and divestments (Continued)

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

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

        The aggregate preliminary purchase consideration for business acquisitions in 2011, has been allocated as follows:

 
 Allocated amounts Weighted-
average
useful life
($ in millions)
 Baldor(1) Other(2) Total Baldor

Customer relationships

  996  220  1,216 19 years

Technology

  259  156  415 7 years

Trade name

  121  32  153 10 years

Order backlog

  15  36  51 2 months

Other intangible assets

  15  3  18 5 years
         

Intangible assets

  1,406  447  1,853 16 years

Fixed assets

  382  40  422  

Debt acquired

  (1,241) (202) (1,443) 

Deferred tax liabilities

  (693) (99) (792) 

Inventories

  422  35  457  

Other assets and liabilities, net(3)

  51  (4) 47  

Goodwill(4)

  2,728  533  3,261  
         

Total consideration (net of cash acquired)(5)

  3,055  750  3,805  
         

(1)
The allocation of the purchase consideration for the Baldor acquisition was finalized in February 2012.

(2)
The allocated amounts in Other primarily relate to the acquisitions of Mincom, Trasfor and Lorentzen & Wettre.

(3)
Gross receivables from the Baldor acquisition totaled $266 million; the fair value of which was $263 million after allowance for estimated uncollectable receivables.

(4)
The goodwill related to Baldor is not deductible for income tax purposes. The Company hasdoes not presentedexpect the majority of the remaining goodwill recognized to be deductible for income tax purposes.

(5)
Cash acquired in the Baldor acquisition totaled $48 million. Additional consideration for the Baldor acquisition included $70 million related to the cash settlement of stock options held by Baldor employees at the acquisition date and $19 million representing the fair value of replacement vested stock options issued to Baldor employees at the acquisition date. The fair value of these stock options was estimated using a Black-Scholes model.

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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 3—Acquisitions, increases in controlling interests and divestments (Continued)

        The Company's Consolidated Income Statement for 2011 includes total revenues of $1,950 million and net income (including acquisition-related charges) of $155 million in respect of Baldor since the date of acquisition.

        The unaudited pro forma financial information in the table below summarizes the combined pro forma results of operationsthe Company and Baldor for 2011 and 2010, as if Baldor had been acquired on January 1, 2010.

($ in millions)
 2011 2010 

Total revenues

  38,100  33,310 

Income from continuing operations, net of tax

  3,391  2,726 

        The pro forma results are for information purposes only and do not include any anticipated cost synergies or other effects of the acquired businesses asintegration of Baldor. Accordingly, such pro forma amounts are not necessarily indicative of the results that would have occurred had the acquisition been completed on the date indicated, nor are not significantthey indicative of the future operating results of the combined company.

        The unaudited pro forma results above include certain adjustments related to the Consolidated Financial Statements.Baldor acquisition. The table below summarizes the adjustments necessary to present the pro forma financial information of the combined entity as if Baldor had been acquired on January 1, 2010.

 
 Adjustments 
($ in millions)
 2011 2010 

Impact on cost of sales from additional amortization of intangible assets (excluding order backlog capitalized upon acquisition)

  (7) (91)

Impact on cost of sales from amortization of order backlog capitalized upon acquisition

  15  (15)

Impact on cost of sales from fair valuing acquired inventory

  57  (57)

Interest expense on Baldor's debt

  11  106 

Baldor stock-option plans adjustments

  66   

Impact on selling, general and administrative expenses from acquisition-related costs

  64  (24)

Taxation adjustments

  (65) 26 

Other

    (23)
      

Total pro forma adjustments

  141  (78)
      

        On June 1, 2010, the Company acquired all of the shares of Ventyx Inc., Ventyx Software Inc. and Ventyx Dutch Holding B.V., representing substantially all of the revenues, assets and liabilities of the Ventyx group. Ventyx provides software solutions to global energy, utility, communications and other asset-intensive businesses and was integrated into the network management business within the Power Systems segment to form a single unit for energy management software solutions.

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


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 3—Acquisitions, divestmentsincreases in controlling interests and discontinued operationsdivestments (Continued)

        The aggregate preliminary purchase price of business acquisitions in 2010, settled in cash, has been allocated as follows:

($ in millions)
 Allocated
amount
 Weighted-average
useful life

Intangible assets(1)

  356 8 years

Deferred tax liabilities

  (147) 

Other assets and liabilities, net(2)

  (25) 

Goodwill(3)

  1,091  
     

Total(4)

  1,275  
     


(1)
Includes mainly capitalized software for sale and customer relationshipsrelationships.

(2)
Including debt assumed upon acquisitionacquisition.

(3)
The Company doesGoodwill recognized is not expect the majority of goodwill recognized to be deductible for income tax purposespurposes.

        In 2009 and 2008, acquisitions were not significant, either individually or in aggregate. In 2008, the Company completed

(4)
Primarily relates to the acquisition of the U.S. transformer company Kuhlman Electric Corporation (Kuhlman). Kuhlman manufactures a wide range of transformers for the industrial and electric utility sectors and was integrated into the Company's Power Products segment. The final purchase price, including assumed debt, amounted to $513 million (net of $5 million cash acquired).

Ventyx.

Increase in controlling interests in India

        In 2010, the Company increased its ownership interest in ABB Limited, India (its publicly-listed subsidiary in India) from approximately 52 percent to 75 percent. Cash paid up to December 31,in 2010, including transaction costs, amounted to $956 million. The offer of 900 rupees per share resulted in a charge to "Capital stock and additional paid-in capital" of $838 million, including expenses related to the transaction.

Acquisition of Baldor Electric CompanyABB to acquire Thomas & Betts Corporation

        InOn January 2011,30, 2012, the Company completedannounced that it had reached an agreement to acquire the acquisitionThomas & Betts Corporation. Thomas & Betts designs, manufactures and markets essential components used to manage the connection, distribution, transmission and reliability of Baldor Electric Company (Baldor) for $63.50 per shareelectrical power in cash. Baldor markets, designsindustrial, construction and manufactures industrial electric motors, mechanical power transmission products, drives and generators.utility applications. The resultinganticipated cash outflows for the Company inupon closing the first quarter of 2011transaction amount to approximately $4.2$3.9 billion, representing approximately $3 billionbased on a purchase price of $72 per share for the purchaseacquisition of the sharesoutstanding shares. The transaction is subject to approval by Thomas & Betts shareholders as well as to customary regulatory approvals, and approximately $1.2 billion foris expected to close by the repaymentmiddle of debt assumed upon acquisition.2012.

Divestments

        The Company has divested businesses and investments not considered by management to be aligned with its focus on power and automation technologies, as described in Note 1. Since these divestments did not meet the requirements for classification as discontinued operations, the results of operations of these divested businesses are included in the Company's Consolidated Income Statements


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 3—Acquisitions, divestmentsincreases in controlling interests and discontinued operationsdivestments (Continued)


in the respective line items of income from continuing operations, through the date of divestment. The proceeds from sale and the corresponding net gains (losses) from such divestments were as follows:

($ in millions)
 2010 2009 2008 

Proceeds from sale of businesses and equity-accounted companies

  83  16  27 

Net gains (losses) recognized on disposals, included in "Other income (expense), net"

  12  (1) 24 
($ in millions)
 2011 2010 2009 

Proceeds from divestments

  8  83  16 

Net gains (losses) recognized on divestments, included in "Other income (expense), net"

  1  12  (1)

        Revenues and income from these businesses and investments were not significant in 2011, 2010 2009 and 2008.2009.

Discontinued operationsNote 4—Cash and equivalents and marketable securities

Current Assets

        In 2010, 2009Cash and 2008, the Company's Consolidated Financial Statements were impacted by activities related to the divestment of a number of businesses held for sale and/or in discontinued operations. In the discussion below, the revenueequivalents and operating resultsmarketable securities and short-term investments consisted of the divested businesses in the year of disposition reflect the results of those businesses through the date of disposition.

        During 2010 and 2009, no individual discontinued operation was significant. In 2008, the Company sold its 50 percent stake in the shares of ABB Powertech Transformers to Powertech, a wholly-owned subsidiary of the Altron Group at a gain of $11 million. This business was part of the Company's Power Products segment prior to being reclassified to discontinued operations. In 2008, the transformer business in South Africa had revenues of $29 million and income of $2 million, recorded in "Income (loss) from discontinued operations, net of tax".

        In 2010, "Income (loss) from discontinued operations, net of tax", included income of $29 million from the release of an accrual for environmental contingencies related to the former Nuclear Technology business and in 2008, costs of approximately $31 million related to the Company's asbestos obligations (see Note 15). In 2009, such costs were not significant.

        Operating results of the Company's discontinued operations are summarized as follows:following:

($ in millions)
 2010 2009 2008 

Revenues

    2  32 

Costs and expenses, finance loss

  9  (11) (82)
        

Operating income (loss) before taxes

  9  (9) (50)

Tax benefit

  3  8  20 
        

Operating income (loss) from discontinued operations

  12  (1) (30)

Gain (loss) from dispositions, net of tax

  (2) 18  9 
        

Income (loss) from discontinued operations, net of tax

  10  17  (21)
        
 
 December 31, 2011 
($ in millions)
 Cost basis Gross
unrealized
gains
 Gross
unrealized
losses
 Fair value Cash and
equivalents
 Marketable
securities
and
short-term
investments
 

Cash

  1,655        1,655  1,655   

Time deposits

  2,986        2,986  2,984  2 

Debt securities available-for-sale:

                   

—U.S. government obligations

  753  8    761    761 

—Other government obligations

  3      3    3 

—Corporate

  298  8  (1) 305  180  125 

Equity securities available-for-sale

  50  10  (3) 57    57 
              

Total

  5,745  26  (4) 5,767  4,819  948 
              

 At December 31, 2010 and 2009, there were no amounts included in assets and liabilities held for sale and in discontinued operations.

 
 December 31, 2010 
($ in millions)
 Cost basis Gross
unrealized
gains
 Gross
unrealized
losses
 Fair value Cash and
equivalents
 Marketable
securities
and
short-term
investments
 

Cash

  1,851        1,851  1,851   

Time deposits

  4,044        4,044  3,665  379 

Debt securities available-for-sale:

                   

—U.S. government obligations

  147  5  (1) 151    151 

—Other government obligations

  4    (1) 3    3 

—Corporate

  708  8    716  381  335 

Equity securities available-for-sale

  1,836  11  (2) 1,845    1,845 
              

Total

  8,590  24  (4) 8,610  5,897  2,713 
              

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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 4—Cash and equivalents and marketable securities and short-term investments(Continued)

Non-current assets

        CashIn 2011, the Company purchased shares in a listed company and, equivalents andas such, classified these as available-for-sale equity securities. The investment is recorded in "Other non-current assets". At December 31, 2011, an other-than-temporary impairment was recognized on these securities but was not significant.

        In addition, certain held-to-maturity marketable securities (pledged in respect of a certain non-current deposit liability) are recorded in "Other non-current assets". At December 31, 2011, the amortized cost, gross unrecognized gain and short-term investments consistedfair value (based on quoted market prices) of these securities were $92 million, $28 million and $120 million, respectively. At December 31, 2010, the following:amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of these securities were $84 million, $19 million and $103 million, respectively. The maturity dates of these securities range from 2014 to 2021.

Gains, losses and contractual maturities

 
 December 31, 2010 
($ in millions)
 Cost basis Gross
unrealized
gains
 Gross
unrealized
losses
 Fair value Cash and
equivalents
 Marketable
securities
and
short-term
investments
 

Cash

  1,851        1,851  1,851   

Time deposits

  4,044        4,044  3,665  379 

Securities held-to-maturity:

                   
 

—Corporate commercial papers

             
 

—Other

             

Debt securities available-for-sale:

                   
 

—U.S. government obligations

  147  5  (1) 151    151 
 

—European government obligations

             
 

—Other government obligations

  4    (1) 3    3 
 

—Corporate

  708  8    716  381  335 

Equity securities available-for-sale

  1,836  11  (2) 1,845    1,845 
              

Total

  8,590  24  (4) 8,610  5,897  2,713 
              


 
 December 31, 2009 
($ in millions)
 Cost basis Gross
unrealized
gains
 Gross
unrealized
losses
 Fair value Cash and
equivalents
 Marketable
securities
and
short-term
investments
 

Cash

  1,381        1,381  1,381   

Time deposits

  6,170        6,170  4,474  1,696 

Securities held-to-maturity:

                   
 

—Corporate commercial papers

  413      413  223  190 
 

—Other

  43      43    43 

Debt securities available-for-sale:

                   
 

—U.S. government obligations

  110  4  (1) 113    113 
 

—European government obligations

  717      717  717   
 

—Other government obligations

  4    (1) 3    3 
 

—Corporate

  603  5    608  324  284 

Equity securities available-for-sale

  91  15  (2) 104    104 
              

Total

  9,532  24  (4) 9,552  7,119  2,433 
              

        The net unrealized holding gains on available-for-sale securities were $20$22 million, $20 million and $107$20 million in 2011, 2010 2009 and 2008,2009, respectively. Gross realized gains (reclassified from accumulated other comprehensive loss to income) on available-for-sale securities were $8 million, $16 million and $8 million in 2011, 2010 and 2009, respectively. In 2008, the gross realized gains were not significant. Gross realized losses (reclassified from accumulated other comprehensive loss to income) on available-for-sale securities


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 4—Cash were not significant in 2011 and equivalents2010 and marketable securities and short-term investments (Continued)


were $35 million in 2009 and not significant in 2010 and 2008.2009. Such gains and losses were included in "Interest and other finance expense".

        There were no held-to-maturity debt securities at December 31, 2010. Contractual maturities ofIn 2011, an insignificant other-than-temporary impairment was recognized on available-for-sale debt securities consisted of the following:

 
 December 31, 2010 
 
 Available-for-sale 
($ in millions)
 Cost basis Fair value 

Less than one year

  595  595 

One to five years

  183  191 

Six to ten years

  81  84 
      

Total

  859  870 
      

equity securities. There were no other-than-temporary impairments in 2010 and 2009. At December 31, 2008, the Company recognized in "Interest and other finance expense" an other-than-temporary impairment of $20 million on its available-for-sale equity securities and adjusted the cost base of these securities accordingly.

        At December 31, 2011, 2010 and 2009, gross unrealized losses on available-for-sale securities that have been in a continuous unrealized loss position were not significant and the Company does not intend and does not expect to be required to sell these securities before the recovery of their amortized cost.

        During 2008, the Company changed its intent and sold an individual security (with an amortized cost of $50 million at the time of sale) that had been classified upon purchase as held-to-maturity. The sale took place based on evidence of a significant deterioration in the issuer's creditworthiness. The gain on sale recorded by the Company was not significant. There were no sales of held-to-maturity securities in 2011, 2010 and 2009.

        Contractual maturities of available-for-sale debt securities consisted of the following:

 
 December 31, 2011 
 
 Available-for-sale 
($ in millions)
 Cost basis Fair value 

Less than one year

  180  180 

One to five years

  799  808 

Six to ten years

  75  81 
      

Total

  1,054  1,069 
      

At December 31, 20102011 and 2009,2010, the Company pledged $68$90 million and $62$68 million, respectively, of available-for-sale marketable securities as collateral for issued letters of credit and other security arrangements.


        In January 2011,Table of Contents


ABB Ltd

Notes to the Company sold $1,789 million of its available-for-sale equity securities and realized an insignificant gain.Consolidated Financial Statements (Continued)

Note 5—Financial instruments

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

Currency risk

        Due to the global nature of the Company's operations, many of its subsidiaries are exposed to currency risk in their operating activities from entering into transactions in currencies other than their functional currency. To manage such currency risks, the Company's policies require the subsidiaries to hedge their foreign currency exposures from binding sales and purchase contracts denominated in foreign currencies. For forecasted foreign currency denominated sales of standard products and the


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)


related foreign currency denominated purchases, the Company's policy is to hedge up to a maximum of 100 percent of the forecasted foreign currency denominated exposure, depending on the length of the forecasted exposures. Forecasted exposures greater than 12 months are not hedged. Forward foreign exchange contracts are the main instrument used to protect the Company against the volatility of future cash flows (caused by changes in exchange rates) of contracted and forecasted sales and purchases denominated in foreign currencies. In addition, within its treasury operations, the Company primarily uses foreign exchange swaps and forward foreign exchange contracts to manage the currency and timing mismatches arising in its liquidity management activities.

Commodity risk

        Various commodity products are used in the Company's manufacturing activities. Consequently it is exposed to volatility in future cash flows arising from changes in commodity prices. To manage the price risk of commodities other than electricity, the Company's policies require that the subsidiaries hedge the commodity price risk exposures from binding purchase contracts, as well as at least 50 percent (up to a maximum of 100 percent) of the forecasted commodity purchasesexposure over the next eighteen months.12 months or longer (up to a maximum of 18 months). In certain locations where the price of electricity is hedged, up to a maximum of 90 percent of the forecasted electricity needs, depending on the length of the forecasted exposures, are hedged. Swap and futures contracts are used to manage the associated price risks of commodities.

Interest rate risk

        The Company has issued bonds at fixed rates and in currencies other than the issuing entity's functional currency.rates. Interest rate swaps are used to manage the interest rate risk associated with such debt. In addition, from time to time, the Company uses instruments such as interest rate swaps, bond futures or forward rate agreements to manage interest rate risk arising from the Company's balance sheet structure but does not designate such instruments as hedges.

Equity risk

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


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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

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


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

Volume of derivative activity

Foreign exchange and interest rate derivatives:

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


 Total notional amounts
at December 31,
  Total notional amounts at
December 31,
 
Type of derivative
 2010 2009 
($ in millions)
 
Type of derivative
($ in millions)
 2011 2010 2009 

Foreign exchange contracts

 16,971 14,446  16,503 16,971 14,446 

Embedded foreign exchange derivatives

 2,891 3,951  3,439 2,891 3,951 

Interest rate contracts

 2,357 2,860  5,535 2,357 2,860 

Derivative commodity contracts:

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


  
 Total notional amounts
at December 31,
   
 Total notional amounts at
December 31,
 
Type of derivative
 Unit 2010 2009  Unit 2011 2010 2009 

Copper swaps

 metric tonnes 20,977 22,002  metric tonnes 38,414 20,977 22,002 

Aluminum swaps

 metric tonnes 3,050 2,193  metric tonnes 5,068 3,050 2,193 

Nickel swaps

 metric tonnes 36 24  metric tonnes 18 36 24 

Lead swaps

 metric tonnes 9,525   metric tonnes 13,325 9,525  

Zinc swaps

 metric tonnes 125   

Silver swaps

 ounces 1,981,646   

Electricity futures

 megawatt hours 363,340 367,748  megawatt hours 326,960 363,340 367,748 

Crude oil swaps

 barrels 121,979 154,632  barrels 113,397 121,979 154,632 

Equity derivatives:

        At December 31, 2011, 2010 and 2009, the Company held 61 million, 58 million and 64 million cash-settled call options on ABB Ltd shares with a total fair value of $21 million, $45 million and $64 million, respectively.


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

Cash flow hedges

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

        At December 31, 2011, 2010 and 2009, "Accumulated other comprehensive loss" included net unrealized gains of $12 million, $92 million and $20 million, respectively, net of tax, on derivatives designated as cash flow hedges. Of the amount at December 31, 2010,2011, net gains of $65$8 million are expected to be reclassified to earnings in 2011.2012. At December 31, 2010,2011, the longest maturity of a derivative classified as a cash flow hedge was 6274 months.


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

        TheIn 2011, 2010 and 2009, the amounts of gains or losses, net of tax, reclassified into earnings due to the discontinuance of cash flow hedge accounting and recognized in earnings due to ineffectiveness in cash flow hedge relationships were as follows:not significant.

($ in millions)
 2010 2009 2008 

Gains (losses), net of tax, due to:

          

Discontinuance of cash flow hedge accounting

  2  3  6 

Ineffectiveness in cash flow hedge relationships

  2  4  (4)
        

Total

  4  7  2 
        

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

2010 
20112011 

 Gains (losses)
recognized in OCI(1)
on derivatives
(effective portion)
 Gains (losses) reclassified
from OCI(1) into income
(effective portion)
 Gains (losses) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)
 

  
 ($ in millions)  
 ($ in millions) 
Type of derivative designated
as a cash flow hedge
 Gains (losses)
recognized in OCI(1)
on derivatives
(effective portion)
 Gains (losses) reclassified
from OCI(1) into income
(effective portion)
 Gains (losses) recognized in income (ineffective portion and amount excluded from effectiveness testing)  ($ in millions) Location Location 

 ($ in millions) Location ($ in millions) Location ($ in millions) 
Foreign exchange contracts 107 Total revenues 36 Total revenues 2  11 Total revenues 113 Total revenues  
   Total cost of sales (4)Total cost of sales     Total cost of sales (9)Total cost of sales  
Commodity contracts 9 Total cost of sales 8 Total cost of sales 1  (17)Total cost of sales 2 Total cost of sales  
Cash-settled call options (4)SG&A expenses(2) (11)SG&A expenses(2)   (21)SG&A expenses(2) (18)SG&A expenses(2)  
              
Total 112 29 3  (27) 88  
              

 

2009 
20102010 

 Gains (losses)
recognized in OCI(1)
on derivatives
(effective portion)
 Gains (losses) reclassified
from OCI(1) into income
(effective portion)
 Gains (losses) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)
 

  
 ($ in millions)  
 ($ in millions) 
Type of derivative designated
as a cash flow hedge
 Gains (losses) recognized in OCI(1) on derivatives (effective portion) Gains (losses) reclassified
from OCI(1) into income
(effective portion)
 Gains (losses) recognized in income (ineffective portion and amount excluded from effectiveness testing)  ($ in millions) Location Location 

 ($ in millions) Location ($ in millions) Location ($ in millions) 
Foreign exchange contracts 84 Total revenues (91)Total revenues 4  107 Total revenues 36 Total revenues 2 
   Total cost of sales 4 Total cost of sales     Total cost of sales (4)Total cost of sales  
Commodity contracts 31 Total cost of sales (40)Total cost of sales 2  9 Total cost of sales 8 Total cost of sales 1 
Cash-settled call options 8 SG&A expenses(2) (16)SG&A expenses(2)   (4)SG&A expenses(2) (11)SG&A expenses(2)  
              
Total 123 (143) 6  112 29 3 
              

(1)
OCI represents "Accumulated other comprehensive loss"

(2)
SG&A expenses represent "Selling, general and administrative expenses"

        Derivative gains of $19 million and $49 million, both net of tax, were reclassified from "Accumulated other comprehensive loss" to earnings during 2010 and 2008, respectively. During 2009, derivative losses of $105 million, net of tax, were reclassified to earnings.


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)


2009 
 
 Gains (losses)
recognized in OCI(1)
on derivatives
(effective portion)
 Gains (losses) reclassified
from OCI(1) into income
(effective portion)
 Gains (losses) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)
 
 
  
 ($ in millions)  
 ($ in millions) 
Type of derivative designated
as a cash flow hedge
 ($ in millions) Location Location 

Foreign exchange contracts

  84 Total revenues  (91)Total revenues  4 

    Total cost of sales  4 Total cost of sales   

Commodity contracts

  31 Total cost of sales  (40)Total cost of sales  2 

Cash-settled call options

  8 SG&A expenses(2)  (16)SG&A expenses(2)   
            

Total

  123    (143)   6 
            

(1)
OCI represents "Accumulated other comprehensive loss".

(2)
SG&A expenses represent "Selling, general and administrative expenses".

        Derivative gains of $61 million and $19 million, both net of tax, were reclassified from "Accumulated other comprehensive loss" to earnings during 2011 and 2010, respectively. During 2009, derivative losses of $105 million, net of tax, were reclassified to earnings.

Fair value hedges

        To reduce its interest rate exposure arising primarily from its debt issuance activities, the Company uses interest rate swaps. Where such instruments are designated as fair value hedges, the changes in fair value of these instruments, as well as the changes in fair value of the risk component of the underlying debt being hedged, are recorded as offsetting gains and losses in "Interest and other finance expense". Hedge ineffectiveness of instruments designated as fair value hedges in 2011, 2010 2009 and 2008,2009, was not significant.

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

2010 
20112011 

 Gains (losses) recognized in income on derivatives
designated as fair value hedges
 Gains (losses) recognized in
income on hedged item
 
Type of derivative designated as a
fair value hedge
 Gains (losses) recognized in income on derivatives designated as fair value hedges Gains (losses) recognized in
income on hedged item
  Location ($ in millions) Location ($ in millions) 

 Location ($ in millions) Location ($ in millions) 

Interest rate contracts

 Interest and other finance expense (12)Interest and other finance expense 12  Interest and other finance expense (24)Interest and other finance expense 24 

Cross-currency swaps

 Interest and other finance expense  Interest and other finance expense   Interest and other finance expense  Interest and other finance expense  
          

Total

Total

 (12) 12  (24) 24 
          

 

2009 
20102010 

 Gains (losses) recognized in income on derivatives
designated as fair value hedges
 Gains (losses) recognized in
income on hedged item
 
Type of derivative designated as a
fair value hedge
 Gains (losses) recognized in income on derivatives designated as fair value hedges Gains (losses) recognized in income on hedged item  Location ($ in millions) Location ($ in millions) 

 Location ($ in millions) Location ($ in millions) 

Interest rate contracts

 Interest and other finance expense 41 Interest and other finance expense (41) Interest and other finance expense (12)Interest and other finance expense 12 

Cross-currency swaps

 Interest and other finance expense 3 Interest and other finance expense (3) Interest and other finance expense  Interest and other finance expense  
          

Total

Total

 44 (44) (12) 12 
          

Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)


2009 
 
 Gains (losses) recognized in income on derivatives
designated as fair value hedges
 Gains (losses) recognized in
income on hedged item
 
Type of derivative
designated as a fair
value hedge
 Location ($ in millions) Location ($ in millions) 

Interest rate contracts

 Interest and other finance expense  41 Interest and other finance expense  (41)

Cross-currency swaps

 Interest and other finance expense  3 Interest and other finance expense  (3)
          

Total

    44    (44)
          

Derivatives not designated in hedge relationships

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

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


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

        The gains (losses) recognized in the Consolidated Income Statements on derivatives not designated in hedging relationships are included in the table below:

($ in millions)  
  
  
 
 Gains (losses) recognized in income  
  
 
Type of derivative not designated as a hedge  
  
 
 Location 2010 2009 

Foreign exchange contracts:

 Total revenues  436  389 

 Total cost of sales  (263) (264)

 Interest and other finance expense  563  70 

Embedded foreign exchange contracts:

 Total revenues  (279) (234)

 Total cost of sales  17  51 

Commodity contracts:

 Total cost of sales  38  96 

Cross-currency swaps:

 Interest and other finance expense    2 

Interest rate swaps:

 Interest and other finance expense    2 

Cash-settled call options:

 Interest and other finance expense  (1) 1 
        

Total

  511  113 
        

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


 December 31, 2010  Gains (losses) recognized in income  
  
  
 
($ in millions)
Type of derivative not designated as a hedge
 Location 2011 2010 2009 

Foreign exchange contracts

 Total revenues (93) 436 389 

 Derivative assets Derivative liabilities  Total cost of sales (25) (263) (264)
($ in millions)
 Current in
"Other current
assets"
 Non-current
in "Other
non-current
assets"
 Current in
"Provisions and
other current
liabilities"
 Non-current
in "Other
non-current
liabilities"
 

Derivatives designated as hedging instruments:

 

Foreign exchange contracts

 106 39 23 12 

 Interest and other finance expense 265 563 70 

Embedded foreign exchange contracts

 Total revenues (31) (279) (234)

 Total cost of sales 11 17 51 

Commodity contracts

 8     Total cost of sales (59) 38 96 

 Interest and other finance expense 1   

Cross-currency swaps

 Interest and other finance expense   2 

Interest rate contracts

 14 50    Interest and other finance expense   2 

Cash-settled call options

 18 25    Interest and other finance expense (1) (1) 1 
                

Total

 146 114 23 12 

Total

 68 511 113 
                

Derivatives not designated as hedging instruments:

 

Foreign exchange contracts

 435 62 140 14 

Commodity contracts

 42 2 7  

Interest rate contracts

    1 

Cash-settled call options

  2   

Embedded foreign exchange derivatives

 23 4 134 50 
         

Total

 500 70 281 65 
         

Total fair value

 646 184 304 77 
         

Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

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

 
 December 31, 2011 
 
 Derivative assets Derivative liabilities 
($ in millions)
 Current in
"Other current
assets"
 Non-current
in "Other
non-current
assets"
 Current in
"Provisions and
other current
liabilities"
 Non-current
in "Other
non-current
liabilities"
 

Derivatives designated as hedging instruments:

             

Foreign exchange contracts

  37  6  26  10 

Commodity contracts

  1    6   

Interest rate contracts

    40     

Cash-settled call options

  13  6     
          

Total

  51  52  32  10 
          

Derivatives not designated as hedging instruments:

             

Foreign exchange contracts

  142  38  289  28 

Commodity contracts

  9  1  33  3 

Interest rate contracts

        1 

Cash-settled call options

  1  1     

Embedded foreign exchange derivatives

  51  13  77  19 
          

Total

  203  53  399  51 
          

Total fair value

  254  105  431  61 
          



 December 31, 2009  December 31, 2010 

 Derivative assets Derivative liabilities  Derivative assets Derivative liabilities 
($ in millions)
 Current in
"Other current
assets"
 Non-current
in "Other
non-current
assets"
 Current in
"Provisions and
other current
liabilities"
 Non-current
in "Other
non-current
liabilities"
  Current in
"Other current
assets"
 Non-current
in "Other
non-current
assets"
 Current in
"Provisions and
other current
liabilities"
 Non-current
in "Other
non-current
liabilities"
 

Derivatives designated as hedging instruments:

  

Foreign exchange contracts

 45 34 17 9  106 39 23 12 

Commodity contracts

 8     8    

Interest rate contracts

  75    14 50   

Cash-settled call options

 38 24    18 25   
                  

Total

 91 133 17 9  146 114 23 12 
                  

Derivatives not designated as hedging instruments:

  

Foreign exchange contracts

 207 50 125 30  435 62 140 14 

Commodity contracts

 29 1 7   42 2 7  

Interest rate contracts

 2  2 1     1 

Cash-settled call options

  2     2   

Embedded foreign exchange derivatives

 78 13 98 27  23 4 134 50 
                  

Total

 316 66 232 58  500 70 281 65 
                  

Total fair value

 407 199 249 67  646 184 304 77 
                  

Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 5—Financial instruments (Continued)

        Although the Company is party to close-out netting agreements with most derivative counterparties, the fair values in the tables above and in the Consolidated Balance Sheets at December 31, 20102011 and 2009,2010, have been presented on a gross basis.


Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 6—Fair values

Recurring fair value measures

        The following tables show the fair value of financial assets and liabilities measured at fair value on a recurring basis:



 December 31, 2010  December 31, 2011 
($ in millions)
($ in millions)
 Level 1 Level 2 Level 3 Total fair
value
  Level 1 Level 2 Level 3 Total fair
value
 

Assets

Assets

  

Available-for-sale securities in "Cash and equivalents"

Available-for-sale securities in "Cash and equivalents"

  

Debt securities—European government obligations

     

Debt securities—Corporate

  381  381 

Debt securities—Corporate

  180  180 

Available-for-sale securities in "Marketable securities and short-term investments"

Available-for-sale securities in "Marketable securities and short-term investments"

  

Equity securities

 3 1,842  1,845 

Debt securities—U.S. government obligations

 151   151 

Debt securities—Other government obligations

 3   3 

Debt securities—Corporate

  335  335 

Equity securities

 3 54  57 

Debt securities—U.S. government obligations

 761   761 

Debt securities—Other government obligations

  3  3 

Debt securities—Corporate

  125  125 

Available-for-sale securities in "Other non-current assets"

 

Equity securities

 5   5 

Derivative assets—current in "Other current assets"

Derivative assets—current in "Other current assets"

 12 634  646  2 252  254 

Derivative assets—non-current in "Other non-current assets"

Derivative assets—non-current in "Other non-current assets"

  184  184   105  105 
                  

Total

Total

 169 3,376  3,545  771 719  1,490 
                  

Liabilities

Liabilities

  

Derivative liabilities—current in "Provisions and other current liabilities"

Derivative liabilities—current in "Provisions and other current liabilities"

 7 297  304  4 427  431 

Derivative liabilities—non-current in "Other non-current liabilities"

Derivative liabilities—non-current in "Other non-current liabilities"

  77  77   61  61 
                  

Total

Total

 7 374  381  4 488  492 
                  

Table of Contents


ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 6—Fair values (Continued)

 



 December 31, 2009  December 31, 2010 
($ in millions)
($ in millions)
 Level 1 Level 2 Level 3 Total fair
value
  Level 1 Level 2 Level 3 Total fair
value
 

Assets

Assets

  

Available-for-sale securities in "Cash and equivalents"

Available-for-sale securities in "Cash and equivalents"

  

Debt securities—European government obligations

 717   717 

Debt securities—Corporate

  324  324 

Debt securities—Corporate

  381  381 

Available-for-sale securities in "Marketable securities and short-term investments"

Available-for-sale securities in "Marketable securities and short-term investments"

  

Equity securities

 49 55  104 

Debt securities—U.S. government obligations

 113   113 

Debt securities—Other government obligations

 3   3 

Debt securities—Corporate

  284  284 

Equity securities

 3 1,842  1,845 

Debt securities—U.S. government obligations

 151   151 

Debt securities—Other government obligations

 3   3 

Debt securities—Corporate

  335  335 

Available-for-sale securities in "Other non-current assets" Equity securities

     

Derivative assets—current in "Other current assets"

Derivative assets—current in "Other current assets"

 6 401  407  12 634  646 

Derivative assets—non-current in "Other non-current assets"

Derivative assets—non-current in "Other non-current assets"

  199  199   184  184 
                  

Total

Total

 888 1,263  2,151  169 3,376  3,545 
                  

Liabilities

Liabilities

  

Derivative liabilities—current in "Provisions and other current liabilities"

Derivative liabilities—current in "Provisions and other current liabilities"

 7 242  249  7 297  304 

Derivative liabilities—non-current in "Other non-current liabilities"

Derivative liabilities—non-current in "Other non-current liabilities"

  67  67   77  77 
                  

Total

Total

 7 309  316  7 374  381 
                  

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

    Available-for-sale securities in "Cash and equivalents" and in, "Marketable securities and short-term investments" and "Other non-current assets":  If quoted market prices in active markets for identical assets are available, these are considered Level 1 inputs. If such quoted market prices are not available, fair value is determined using market prices for similar assets or present value techniques, applying an appropriate risk-free interest rate adjusted for nonperformancenon-performance risk. The inputs used in present value techniques are observable and fall into the Level 2 category. Where the Company has invested in shares of funds, which do not have readily determinable fair values, Net Asset Value (NAV) is used as a practical expedient of fair value (without any adjustment) as these funds invest in high-quality, short-term fixed income securities which are accounted for at fair value. As the Company has the ability to redeem its shares in such funds at NAV without any restrictions, notice period or further funding commitments, NAV is considered Level 2.

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

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ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

Note 6—Fair values (Continued)

      listed warrant. The fair values obtained using price quotes for similar instruments or valuation techniques represent a Level 2 input unless significant unobservable inputs are used.

Non-recurring fair value measures

        There were no significant non-recurring fair value measurements during 2010.

        During 2009, certain long-lived non-financial assets (primarily assets included in "Property, plant2011 and equipment, net") were measured at fair value due to impairments resulting from restructuring and changes in the use of the assets. Impairment charges of $46 million were recognized in "Other income (expense), net" in 2009 and mainly related to the Power Products segment ($20 million) and the Corporate and Other segment ($13 million). The fair value amounts (measured at the time of the adjustment) of such long-lived assets still held at December 31, 2009, identified as Level 2 and Level 3, amounted to $7 million and $17 million, respectively.

        For non-recurring fair value measures determined using unobservable inputs (Level 3), the Company calculated fair values using estimated cash flows adjusted for market participants' best use assumptions and, when applicable, rental rates offered in the market for similar assets. These cash flows were discounted using an appropriate risk-free interest rate adjusted for nonperformance risk. For construction-in-progress, costs were derived from current vendors' pricing for materials.2010.

Disclosure about financial instruments carried on a cost basis

    Cash and equivalents, receivables, accounts payable, and short-term debt and current maturities of long-term debt:

            The carrying amounts approximate the fair values as the items are short-term in nature.

    Marketable securities and short-term investments:

            Includes short-term time deposits and held-to-maturity securities, whose carrying amounts approximate their fair values (see Note 4).

    values.

    Financing receivables (non-current portionOther non-current assets): Financing

            Includes financing receivables (including loans granted) are carried at amortized cost, less an allowance for credit losses, if required. Fair values are determined using a discounted cash flow methodology based upon loan rates of similar instruments and reflecting appropriate adjustments for non-performance risk. The carrying values and estimated fair values of long-term loans granted and outstanding at December 31, 2011, were $52 million and $54 million, respectively, and at December 31, 2010, were $56 million and $58 million, respectively.

            Includes held-to-maturity marketable securities (described in Note 4) whose carrying values and estimated fair values at December 31, 2011, were $92 million and $120 million, respectively, and at December 31, 2009,2010, were $96$84 million and $95$103 million, respectively.

    Long-term debt (non-current portion):excluding finance lease liabilities:

            Fair values of public bond issues are based ondetermined using quoted market prices. The fair values of other debt are determined using a discounted cash flow methodology based on the present value of future cash flows, discounted at estimatedupon borrowing rates forof similar debt instruments or in the case of private placement bond or note issuances, using the relevant borrowing rates derived from interest rate swap curves.and reflecting appropriate adjustments for non-performance risk. The carrying valuesvalue and estimated fair valuesvalue of long-term debt, excluding finance lease liabilities, at December 31, 2010,2011, were $1,139$3,151 million and $1,201$3,218 million, respectively, and at December 31, 2009,2010, were $2,172$1,036 million and $2,273$1,098 million, respectively.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 7—Receivables, net

            "Receivables, net" consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Trade receivables

     7,155 6,961  7,750 7,155 

    Other receivables

     776 691  764 776 

    Allowance

     (215) (312) (227) (215)
              

     7,716 7,340  8,287 7,716 

    Unbilled receivables, net:

      

    Costs and estimated profits in excess of billings

     3,151 2,957  3,503 3,151 

    Advance payments consumed

     (897) (846) (1,017) (897)
              

     2,254 2,111  2,486 2,254 
              

    Total

     9,970 9,451  10,773 9,970 
              

            "Trade receivables" in the table above includes contractual retention amounts billed to customers of $411$381 million and $325$411 million at December 31, 20102011 and 2009,2010, respectively. Management expects that the substantial majority of related contracts will be completed and the substantial majority of the billed amounts retained by the customer will be collected. Of the retention amounts outstanding at December 31, 2010, 672011, 73 percent and 2423 percent are expected to be collected in 20112012 and 2012,2013, respectively. "Other receivables" in the table above consists of value added tax, claims, rental deposits and other non-trade receivables.

            "Costs and estimated profits in excess of billings" in the table above representrepresents revenues earned and recognized for contracts under the percentage-of-completion or completed-contract method of accounting. Management expects that the majority of the amounts will be collected within one year of the respective balance sheet date.

            The reconciliation of changes in the allowance for doubtful accounts is as follows:

    ($ in millions)
     2010 2009 2008  2011 2010 2009 

    Balance at January 1,

     312 232 224  215 312 232 

    Additions

     119 195 126  157 119 195 

    Deductions

     (216) (119) (106) (131) (216) (119)

    Exchange rate differences

      4 (12) (14)  4 
                  

    Balance at December 31,

     215 312 232  227 215 312 
                  

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 7—Receivables, net (Continued)

            At December 31, 2010,2011, the gross amounts of, and doubtful debt allowance for, trade receivables (excluding those with a contractual maturity of more than one year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature), were as follows:


     December 31, 2010  December 31, 2011 December 31, 2010 
    ($ in millions)
     Trade receivables with
    original contractual
    maturity > 1 year
     Other receivables Total  Trade receivables
    (excluding those
    with a
    contractual
    maturity of one
    year or less)
     Other
    receivables
     Total Trade receivables
    (excluding those
    with a
    contractual
    maturity of one
    year or less)
     Other
    receivables
     Total 

    Recorded gross amount:

      

    —Individually evaluated for impairment

     154 67 221  252 108 360 154 82 236 

    —Collectively evaluated for impairment

     391 43 434  282 129 411 391 71 462 
                        

    Total

     545 110 655  534 237 771 545 153 698 
                        

    Doubtful debt allowance:

      

    —From individual impairment evaluation

     (27)  (27) (41) (5) (46) (27)  (27)

    —From collective impairment evaluation

     (10)  (10) (9)  (9) (10)  (10)
                        

    Total

     (37)  (37) (50) (5) (55) (37)  (37)
                        

    Recorded net amount

     508 110 618  484 232 716 508 153 661 
                        

            Changes in the doubtful debt allowance for trade receivables (excluding those with a contractual maturity of one year or less) in 2011 were as follows:


    2011
    ($ in millions)

    Trade receivables (excluding those with a contractual maturity of one year or less):

    Balance at January 1,

    37

    Reversal of allowance

    (13)

    Additions to allowance

    36

    Amounts written off

    (3)

    Exchange rate differences

    (7)

    Balance at December 31,

    50

            Changes in the doubtful debt allowance for "Other receivables" in 2011, were not significant.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 7—Receivables, net (Continued)

            The Company has a group-wide policy on the management of credit risk. The policy includes a credit assessment methodology to assess the creditworthiness of customers and assign to those customers a risk category on a scale from "A" (lowest likelihood of loss) to "E" (highest likelihood of loss), as shown in the following table:

     
     
    Equivalent
    Standard &
    Poor's rating

    Risk category:

      

    A

     AAA to AA-

    B

     A+ to BBB-

    C

     BB+ to BB-

    D

     B+ to CCC-

    E

     CC+ to D

            Third-party agencies' ratings are considered, if available. For customers where agency ratings are not available, the customer's most recent financial statements, payment history and other relevant information isare considered in the assignment to a risk category. Customers are assessed at least annually andor more frequently when information on significant changes in the customers' financial position becomes known. In addition to the assignment to a risk category, a credit limit per customer is set.

            The following table shows the credit risk profile, on a gross basis, of trade receivables (excluding those with an originala contractual maturity of more than one year or less) and other receivables (excluding tax and other


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 7—Receivables, net (Continued)


    receivables which are not considered to be of a financing nature) based on the internal credit risk categories which are used as a credit quality indicator:


     December 31, 2010  December 31, 2011 December 31, 2010 
    ($ in millions)
     Trade receivables with
    original contractual
    maturity > 1 year
     Other receivables Total  Trade receivables
    (excluding those with a
    contractual maturity of
    one year or less)
     Other
    receivables
     Total Trade receivables
    (excluding those with a
    contractual maturity of
    one year or less)
     Other
    receivables
     Total 

    Risk category:

      

    A

     219 91 310  251 196 447 219 125 344 

    B

     199 5 204  134 18 152 199 5 204 

    C

     87 12 99  122 20 142 87 12 99 

    D

     37 2 39  22 1 23 37 2 39 

    E

     3  3  5 2 7 3 9 12 
                        

    Total gross amount

     545 110 655  534 237 771 545 153 698 
                        

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 7—Receivables, net (Continued)

            The following table shows an aging analysis, on a gross basis, of trade receivables (excluding those with an originala contractual maturity of more than one year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature):


     December 31, 2010  December 31, 2011 

     Past Due  
      
      Past due  
      
     
    ($ in millions)
     0 - 30
    days
     30 - 60
    days
     60 - 90
    days
     > 90 days
    and not
    accruing
    interest
     > 90 days
    and
    accruing
    interest
     Not due at
    December 31,
    2010
     Total  0 - 30
    days
     30 - 60
    days
     60 - 90
    days
     > 90 days
    and not
    accruing
    interest
     > 90 days
    and
    accruing
    interest
     Not due at
    December 31,
    2011(1)
     Total 

    Trade receivables with original contractual maturity greater than 1 year

     49 7 6 40 9 434 545 

    Trade receivables (excluding those with a contractual maturity of one year or less)

     73 6 5 49 6 395 534 

    Other receivables

        10  100 110  4 1 1 15 3 213 237 
                                  

    Total gross amount

     49 7 6 50 9 534 655  77 7 6 64 9 608 771 
                                  


     
     December 31, 2010 
     
     Past due  
      
     
    ($ in millions)
     0 - 30
    days
     30 - 60
    days
     60 - 90
    days
     > 90 days
    and not
    accruing
    interest
     > 90 days
    and
    accruing
    interest
     Not due at
    December 31,
    2010(1)
     Total 

    Trade receivables (excluding those with a contractual maturity of one year or less)

      49  7  6  40  9  434  545 

    Other receivables

      1      18    134  153 
                    

    Total gross amount

      50  7  6  58  9  568  698 
                    

    (1)
    Trade receivables (excluding those with a contractual maturity of one year or less) principally represent contractual retention amounts that will become due subsequent to the completion of the long-term contract.

    Note 8—Inventories, net

            "Inventories, net", consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Raw materials

     1,988 1,771  2,345 1,988 

    Work in process

     1,744 1,795  1,796 1,744 

    Finished goods

     1,226 1,174  1,628 1,226 

    Advances to suppliers

     219 227  253 219 
              

     5,177 4,967  6,022 5,177 

    Advance payments consumed

     (299) (417) (285) (299)
              

    Total

     4,878 4,550  5,737 4,878 
              

            "Work in process" in the table above contains inventoried costs relating to long-term contracts of $267 million and $290 million at December 31, 2011 and 2010, respectively. "Advance payments


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 8—Inventories, net (Continued)

            "Work in process" in the table above contains inventoried costs relating to long-term contracts of $290 million and $361 million at December 31, 2010 and 2009, respectively. "Advance payments consumed" in the table above relaterelates to contractual advances received from customers on work in process.

    Note 9—Financing receivables, netOther non-current assets

            "Financing receivables, net""Other non-current assets" consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Loans granted (Note 6)

     56 96 

    Pledged financial assets

     293 296  286 293 

    Shares and participations

     143 58 

    Derivatives (including embedded derivatives) (see Note 5)

     105 184 

    Restricted cash

     103 54 

    Loans granted (see Note 6)

     52 56 

    Other

     71 60  115 122 
              

    Total

     420 452  804 767 
              

            The Company entered into tax-advantaged leasing transactions with U.S. investors prior to 1999. Cash deposits and held-to-maturity marketable securities (representing prepaid rents relating to these transactions) are reflected as "Pledged financial assets" in the table above, with an offsetting non-current deposit liability, which is included in "Other non-current liabilities" (see Note 13). Net gains on these transactions are being recognized over the lease terms, which expire by 2021.

            "Shares and participations" represents mainly non equity-accounted investments in companies. Such shares and participations are principally carried at cost or, where the investee is listed on a stock exchange, at fair value (see Note 4).

            "Restricted cash" in 2011 included cash set aside in a restricted bank account in connection with a capital reduction in two of the Company's subsidiaries in order to meet certain future obligations in existence as of the date of the capital reduction. As such obligations are met, the amount of the restricted cash will be correspondingly reduced. The remaining balance at December 31, 2011, as well as the balance at December 31, 2010, contained individually insignificant amounts of restricted cash.

            "Loans granted" in the table above primarily representrepresents financing arrangements provided to customers (relating to products manufactured by the Company) and are reported in the balance sheet at outstanding principal amount less any write-offs or allowance for uncollectible loans. The Company determines the loan losses based on historical experience and ongoing credit evaluation of the borrower's financial position.

            The Company entered into tax-advantaged leasing transactions with U.S. investors prior to 1999. The prepaid rents relating to these transactions are reflected as "Pledged financial assets" in the table above, with an offsetting non-current deposit liability, which is included in "Other non-current liabilities" (see Note 13). Net gains on these transactions are being recognized over the lease terms, which expire by 2021.

    At December 31, 2011 and 2010, the gross amounts of, and related doubtful debt allowance for,on loans granted and pledged financial assets, were as follows:was not significant. The change in such allowance during 2011 was also not significant.

     
     December 31, 2010 
    ($ in millions)
     Loans granted Pledged
    financial assets
     Other Total 

    Recorded gross amount:

                 

    —Individually evaluated for impairment

      55  293  71  419 

    —Collectively evaluated for impairment

      9      9 
              

    Total

      64  293  71  428 
              

    Doubtful debt allowance:

                 

    —From individual impairment evaluation

      (8)     (8)

    —From collective impairment evaluation

             
              

    Total

      (8)     (8)
              

    Recorded net amount

      56  293  71  420 
              

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 9—Financing receivables, net (Continued)

            The following table shows the credit risk profile of financing receivables based on the internal credit categories which are used as a credit quality indicator (see Note 7 for a description of the credit risk categories):

     
     December 31, 2010 
    ($ in millions)
     Loans granted Pledged
    financial assets
     Other Total 

    Risk category:

                 

    A

      47  293  71  411 

    B

      2      2 

    C

      15      15 

    D

             

    E

             
              

    Total gross amount

      64  293  71  428 
              

            "Loans granted" and "Other" in the table above include $10 million and $12 million, respectively, which are over 90 days past due and accruing interest. The remaining $406 million was not due at December 31, 2010.

    Note 10—Property, plant and equipment, net

            Property,"Property, plant and equipment, net,net" consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Land and buildings

     3,440 3,113  3,648 3,440 

    Machinery and equipment

     6,371 6,047  6,847 6,371 

    Construction in progress

     447 564  548 447 
              

     10,258 9,724  11,043 10,258 

    Accumulated depreciation

     (5,902) (5,652) (6,121) (5,902)
              

    Total

     4,356 4,072  4,922 4,356 
              

            Assets under capital leases included in property,"Property, plant and equipment, netnet" were as follows:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Land and buildings

     105 101  80 105 

    Machinery and equipment

     76 72  75 76 
              

     181 173  155 181 

    Accumulated depreciation

     (92) (80) (83) (92)
              

    Total

     89 93  72 89 
              

            In 2011, 2010 2009 and 2008,2009, depreciation expense, including depreciation of assets under capital leases, was $660 million, $545 million and $501 million, respectively.

    Note 11—Goodwill and $506 million, respectively.other intangible assets

            Changes in "Goodwill" were as follows:

    ($ in millions)
     Power
    Products
     Power
    Systems
     Discrete
    Automation
    and Motion
     Low Voltage
    Products
     Process
    Automation
     Corporate
    and Other
     Total 

    Cost at January 1, 2010

      619  429  564  379  1,011  42  3,044 

    Accumulated impairment charges

                (18) (18)
                    

    Balance at January 1, 2010

      619  429  564  379  1,011  24  3,026 

    Goodwill acquired during the year

      6  973    37  75    1,091 

    Exchange rate differences

      (3) 8  (17) (17) 5    (24)

    Other

      (8) 1      (1)   (8)
                    

    Balance at December 31, 2010

      614  1,411  547  399  1,090  24  4,085 
                    

    Goodwill acquired during the year

      109  321  2,765  16  50    3,261 

    Exchange rate differences

      (11) (24) (19) (8) (10) (2) (74)

    Other

        (3)         (3)
                    

    Balance at December 31, 2011

      712  1,705  3,293  407  1,130  22  7,269 
                    

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 11—Goodwill and other intangible assets (Continued)

            Effective January 1, 2010,In 2011, goodwill acquired primarily included $2,728 million in respect of Baldor (allocated to the Company reorganized its automation segments to align their activities more closely with those of its customers. The former Automation Products segment was reorganized into two new segments, Discrete Automation and Motion and Low Voltage Products. The former Robotics segment was incorporated intosegment) with the new Discrete Automation and Motion segment, while the Process Automation segment remained unchanged except for the additionremainder representing goodwill in respect of the instrumentation business from the Automation Products segment. The Power Products and Power Systems segments remained unchanged. The table below has been reclassifiedMincom (allocated to reflect this reorganization.

            Changes in "Goodwill" were as follows:

    ($ in millions)
     Power
    Products
     Power
    Systems
     Discrete
    Automation
    and Motion
     Low Voltage
    Products
     Process
    Automation
     Corporate
    and Other
     Total 

    Cost at January 1, 2009

      554  420  549  298  972  42  2,835 

    Accumulated impairment charges

                (18) (18)
                    

    Balance at January 1, 2009

      554  420  549  298  972  24  2,817 
     

    Goodwill acquired during the year

      58  7    66  16    147 
     

    Exchange rate differences

      7  2  16  15  20  (1) 59 
     

    Other

          (1)   3  1  3 
                    

    Balance at December 31, 2009

      619  429  564  379  1,011  24  3,026 
     

    Goodwill acquired during the year

      6  973    37  75    1,091 
     

    Exchange rate differences

      (3) 8  (17) (17) 5    (24)
     

    Other

      (8) 1      (1)   (8)
                    

    Balance at December 31, 2010

      614  1,411  547  399  1,090  24  4,085 
                    

            In 2010, the goodwill acquired primarily related to Ventyx (recorded in the Power Systems segment), K-TEK Corp. (recorded inTrasfor (allocated to the Power Products segment) and Lorentzen & Wettre (allocated to the Process Automation segment), and as well as a number of smaller acquisitions and purchase accounting adjustments.

            In 2009,2010, the goodwill acquired primarily related to Ensto Busch-Jaeger Oy in Finland (recorded in the Low Voltage Products segment), the Comem Group in several countries (recorded inVentyx (allocated to the Power ProductsSystems segment), K-TEK Corp. (allocated to the Process Automation segment) and a number of smaller acquisitions and purchase accounting adjustments.

            Intangible assets other than goodwill consisted of the following:


     December 31, 2010 December 31, 2009  December 31, 2011 December 31, 2010 
    ($ in millions)
     Gross
    carrying
    amount
     Accumulated
    amortization
     Net
    carrying
    amount
     Gross
    carrying
    amount
     Accumulated
    amortization
     Net
    carrying
    amount
      Gross
    carrying
    amount
     Accumulated
    amortization
     Net
    carrying
    amount
     Gross
    carrying
    amount
     Accumulated
    amortization
     Net
    carrying
    amount
     

    Capitalized software for internal use

     613 (441) 172 641 (441) 200  640 (483) 157 613 (441) 172 

    Capitalized software for sale

     419 (285) 134 378 (334) 44  393 (295) 98 419 (285) 134 

    Intangibles other than software:

      

    —Customer-related

     315 (73) 242 155 (45) 110  1,499 (163) 1,336 315 (73) 242 

    —Technology-related

     140 (52) 88 71 (38) 33  564 (123) 441 140 (52) 88 

    —Marketing-related

     68 (15) 53 37 (6) 31  213 (32) 181 68 (15) 53 

    —Other

     52 (40) 12 67 (42) 25  70 (30) 40 52 (40) 12 
                              

    Total

     1,607 (906) 701 1,349 (906) 443  3,379 (1,126) 2,253 1,607 (906) 701 
                              

            Additions to intangible assets other than goodwill consisted of the following:

    ($ in millions)
     2011 2010 

    Capitalized software for internal use

      74  41 

    Capitalized software for sale

        128 

    Intangibles other than software

      1,843  249 
          

    Total

      1,917  418 
          

            Included in the additions of $1,917 million and $418 million were the following intangible assets other than goodwill related to business combinations:

     
     2011 2010
    ($ in millions)
     Amount
    acquired
     Weighted-average
    useful life
     Amount
    acquired
     Weighted-average
    useful life

    Capitalized software for internal use

      15 5 years    

    Capitalized software for sale

          128 5 years

    Intangibles other than software

      1,838 14 years  228 9 years
             

    Total

      1,853 14 years  356 8 years
             

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 11—Goodwill and other intangible assets (Continued)

            Additions to intangible assets other than goodwill consisted of the following:

    ($ in millions)
     2010 2009 

    Capitalized software for internal use

      41  59 

    Capitalized software for sale

      128   

    Intangibles other than software

      249  84 
          

    Total

      418  143 
          

            Included in the additions of $418 million and $143 million were the following intangible assets other than goodwill related to business combinations:

     
     2010 2009 
    ($ in millions)
     Amount
    acquired
     Weighted-average
    useful life
     Amount
    acquired
     Weighted-average
    useful life
     

    Capitalized software for sale

      128  5 years     

    Intangibles other than software

      228  9 years  66  9 years 
                

    Total

      356     66    
                

    Amortization expense of intangible assets other than goodwill consisted of the following:

    ($ in millions)
     2010 2009 2008  2011 2010 2009 

    Capitalized software for internal use

     75 76 54  87 75 76 

    Capitalized software for sale

     32 25 40  48 32 25 

    Intangibles other than software

     50 53 61  200 50 53 
                  

    Total

     157 154 155  335 157 154 
                  

            In 2011, 2010 2009 and 2008,2009, impairment charges on intangible assets other than goodwill were not significant. These charges are included in "Other income (expense), net", in the Consolidated Income Statements.

            At December 31, 2010,2011, future amortization expense of intangible assets other than goodwill is estimated to be:


     ($ in millions)  ($ in millions) 

    2011

     185 

    2012

     147  322 

    2013

     117  286 

    2014

     82  242 

    2015

     45  195 

    2016

     174 

    Thereafter

     125  1,034 
          

    Total

     701  2,253 
          

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 12—Debt

            The Company's total debt at December 31, 20102011 and 20092010, amounted to $2,182$3,996 million and $2,333$2,182 million, respectively.

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

            The Company's "Short-term debt and current maturities of long-term debt" consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Short-term debt (weighted-average interest rate of 6.2% and 4.4%)

     124 128 

    Current maturities of long-term debt (weighted-average nominal interest rate of 6.4% and 4.7%)

     919 33 

    Short-term debt (weighted-average interest rate of 3.4% and 6.2%)

     689 124 

    Current maturities of long-term debt (weighted-average nominal interest rate of 4.6% and 6.4%)

     76 919 
              

    Total

     1,043 161  765 1,043 
              

            Short-term debt primarily represented short-term loans from various banks, includingand at December 31, 2009, approximately $50 million related to the financing of specific projects.2011, included commercial paper debt.

            At December 31, 20102011 and 2009,2010, the Company had in place three commercial paper programs: a $1 billion commercial paper program for the private placement of U.S. dollar-denominated commercial


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 12—Debt (Continued)

    paper in the United States; a $1 billion Euro-commercial paper program for the issuance of commercial paper in a variety of currencies and a 5 billion Swedish krona commercial paper program for the issuance of Swedish krona- and euro-denominated commercial paper. At December 31, 2011, $435 million was outstanding under the $1 billion program in the United States. No amounts were outstanding under any of these programs at December 31, 2010 and 2009.2010.

            In addition, during 2010, the Company amended itshas a $2 billion multicurrency revolving credit facility, extending its maturity to 2015 and reducing the costs and fees related to it.maturing in 2015. The facility is for general corporate purposes, including as a back-stop for the above-mentioned commercial paper programs. Interest costs on drawings under the amended facility are LIBOR, STIBOR or EURIBOR (depending on the currency of the drawings) plus a margin of between 0.425 percent and 0.625 percent (depending on the Company's credit rating), while commitment fees (payable on the unused portion of the facility) amount to 35 percent of the margin, which, given the Company's credit ratings at December 31, 2010,2011, represents commitment fees of 0.1750.166 percent per annum. Utilization fees, payable on drawings, amount to 0.15 percent per annum on drawings over one-third but less than or equal to two-thirds of the total facility, or 0.3 percent per annum on drawings over two-thirds of the total facility. No utilization fees are payable on drawings representing less than one-third of the total facility. No amount was drawn at December 31, 20102011 and 2009.2010. The facility contains cross-default clauses whereby an event of default would occur if the Company were to default on indebtedness as defined in the facility, at or above a specified threshold.

            In February 2012, the Company entered into a $4 billion credit agreement for an initial term of 364 days to provide bridge financing for the planned acquisition of Thomas & Betts Corporation (see Note 3). The Company may, under certain circumstances, twice extend amounts outstanding under the credit agreement, each time for a period of 180 days, in an amount of up to $1.5 billion. Interest costs on drawings under this credit agreement are LIBOR plus a margin of 0.75 percent per annum, increasing to a margin of 1.0 percent per annum six months from the date of acquiring Thomas & Betts, and further increasing by 0.25 percentage points every three months thereafter. Commitment fees (payable on the unused and uncanceled portion of the credit agreement) amount to 35 percent of the margin and shall accrue beginning April 1, 2012. In addition, if on December 31, 2012, the aggregate outstanding commitments available to the Company exceed $1.5 billion, the Company will pay a fee of 0.25 percent on those commitments. The credit agreement contains cross-default clauses whereby an event of default would occur if the Company were to default on indebtedness as defined in the credit agreement, at or above a specified threshold.

    Long-term debt

            The Company utilizes derivative instruments to modify the characteristics of its long-term debt. In particular, the Company uses interest rate swaps to effectively convert certain fixed-rate long-term debt into floating rate obligations. The carrying value of debt, designated as being hedged by fair value hedges, is adjusted for changes in the fair value of the risk component of the debt being hedged.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 12—Debt (Continued)

            The following table summarizes the Company's long-term debt considering the effect of interest rate swaps. Consequently, a fixed-rate debt subject to a fixed-to-floating interest rate swap is included as a floating rate debt in the table below:


     December 31,  December 31, 

     2010 2009  2011 2010 
    ($ in millions, except % data)
     Balance Nominal rate Effective rate Balance Nominal rate Effective rate  Balance Nominal
    rate
     Effective
    rate
     Balance Nominal
    rate
     Effective
    rate
     

    Floating rate

     1,919 5.7% 3.2% 2,072 5.7% 3.0%  1,875 3.3% 1.6% 1,919 5.7% 3.2%

    Fixed rate

     139 5.6% 5.6% 133 5.0% 5.0%  1,432 3.7% 3.7% 139 5.6% 5.6%
                      

     2,058     2,205      3,307     2,058     

    Current portion of long-term debt

     (919) 6.4% 4.3% (33) 4.7% 4.7%  (76) 4.6% 4.6% (919) 6.4% 4.3%
                      

    Total

     1,139     2,172      3,231     1,139     
                      

            At December 31, 2010,2011, maturities of long-term debt were as follows:

     
     ($ in millions) 

    Due in 2011

    919

    Due in 2012

      7076 

    Due in 2013

      953968 

    Due in 2014

      2314 

    Due in 2015

      418

    Due in 2016

    1,149 

    Thereafter

      891,082 
        

    Total

      2,0583,307 
        

            Details of the Company's outstanding bonds were as follows:

     
     December 31, 
     
     2011 2010 
     
      
     Nominal
    outstanding
     Carrying
    value(1)
      
     Nominal
    outstanding
     Carrying
    value(1)
     
     
      
     (in millions)
      
     (in millions)
     

    Bonds:

                     

    6.5% EUR Instruments, due 2011

            EUR  650 $882 

    4.625% EUR Instruments, due 2013

     EUR  700 $910 EUR  700 $946 

    2.5% USD Notes, due 2016

     USD  600 $596        

    1.25% CHF Bonds, due 2016

     CHF  500 $535        

    4.0% USD Notes, due 2021

     USD  650 $640        

    2.25% CHF Bonds, due 2021

     CHF  350 $378        
                    

    Total outstanding bonds

          $3,059      $1,828 
                    

     
     December 31, 
     
     2010 2009 
     
      
     Nominal
    outstanding
     Carrying
    value(1)
      
     Nominal
    outstanding
     Carrying
    value(1)
     
     
     (in millions)
     (in millions)
     

    Public bonds:

                     
     

    6.5% EUR Instruments, due 2011

     EUR  650 $882 EUR  650 $959 
     

    4.625% EUR Instruments, due 2013

     EUR  700 $946 EUR  700 $1,002 
                    

    Total outstanding bonds

          $1,828      $1,961 
                    

    (1)
    USD carrying value is net of bond discounts and includes adjustments for fair value hedge accounting, where appropriate.

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 12—Debt (Continued)

            The 6.5% EUR Instruments, due 2011, pay interest semi-annually in arrears at a fixed annual rate of 6.5 percent. In the event of a change of control of the Company, the terms of these bonds require the Company to offer to repurchase the bonds at 101 percent of the principal amount thereof, plus any accrued interest. The Company entered into interest rate swaps to hedge its interest obligations on these bonds. After considering the impact of such swaps, these bonds effectively became a floating rate euro obligation and consequently have been shown as floating rate debt in the table of long-term debt above.

            The 4.625% EUR Instruments, due 2013, pay interest annually in arrearsarrear at a fixed annual rate of 4.625 percent. The Company has the option to redeem the bonds early at any time from June 6, 2010,


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 12—Debt (Continued)

    in accordance with the terms of the bonds. In the event of a change of control, a bondholder can require the Company to repurchase or redeem the bonds, in accordance with the terms of the bonds. The Company entered into interest rate swaps to hedge its interest obligations on these bonds. After considering the impact of such swaps, these bonds effectively became a floating rate euro obligation and consequently have been shown as floating rate debt in the table of long-term debt above.

            The 2.5% USD Notes, due 2016, and the 4.0% USD Notes, due 2021, pay interest semi-annually in arrear, at fixed annual rates of 2.5 percent and 4.0 percent, respectively. The Company may redeem these bonds prior to maturity, at the greater of i) 100 percent of the principal amount of the bonds to be redeemed and ii) the sum of the present values of remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) discounted to the redemption date at a rate defined in the bond terms, plus interest accrued at the redemption date.

            The 1.25% CHF Bonds, due 2016, and the 2.25% Bonds, due 2021, pay interest annually in arrear, at fixed annual rates of 1.25 percent and 2.25 percent, respectively. The Company has the option to redeem the bonds prior to maturity, in whole, at par plus accrued interest, if 85 percent of the aggregate principal amount of the bonds has been redeemed or purchased and cancelled. The Company entered into interest rate swaps to hedge its interest obligations on these bonds. After considering the impact of such swaps, these bonds effectively became floating rate Swiss franc obligations and consequently have been shown as floating rate debt in the table of long-term debt above.

            In January 2012, the Company issued bonds with an aggregate principal of CHF 350 million, due 2018, that pay interest annually in arrear at a fixed rate of 1.5 percent per annum. The Company recorded net proceeds of CHF 346 million (equivalent to approximately $370 million on date of settlement).

            The Company's public bonds contain cross-default clauses which would allow the bondholders to demand repayment if the Company were to default on any borrowing at or above a specified threshold. Furthermore, all such bonds constitute unsecured obligations of the Company and rank pari passu with other debt obligations.

            In addition to the bonds described above, included in long-term debt at December 31, 20102011 and 2009,2010, are lease obligations, bank borrowings of subsidiaries and other long-term debt, none of which is individually significant.

    Note 13—Provisions and other current liabilities and other non-current liabilities

            "Provisions and other current liabilities" consisted of the following:

     
     December 31, 
    ($ in millions)
     2010 2009 

    Contract-related provisions

      655  522 

    Taxes payable

      430  437 

    Restructuring and other related provisions

      344  464 

    Current derivative liabilities (see Note 5)

      304  249 

    Provisions for contractual penalties and compliance and litigation matters

      251  354 

    Provision for insurance related reserves

      187  171 

    Environmental provisions (see Note 15)

      161  29 

    Income tax related liabilities

      72  12 

    Pension and other employee benefits (see Note 17)

      68  68 

    Other

      254  297 
          

    Total

      2,726  2,603 
          

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 13—Provisions and other current liabilities and other non-current liabilities (Continued)

            "Provisions and other current liabilities" consisted of the following:

     
     December 31, 
    ($ in millions)
     2011 2010 

    Contract-related provisions

      588  655 

    Current derivative liabilities (see Note 5)

      431  304 

    Taxes payable

      377  430 

    Restructuring and other related provisions

      242  344 

    Provisions for contractual penalties and compliance and litigation matters

      225  251 

    Provision for insurance related reserves

      208  187 

    Income tax related liabilities

      153  72 

    Pension and other employee benefits (see Note 17)

      76  68 

    Environmental provisions (see Note 15)

      22  161 

    Other

      297  254 
          

    Total

      2,619  2,726 
          

            "Other non-current liabilities" consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Income tax related liabilities

     798 854  647 798 

    Non-current deposit liabilities (see Note 9)

     293 296  286 293 

    Environmental provisions (see Note 15)

     85 268  70 85 

    Non-current derivative liabilities (see Note 5)

     77 67  61 77 

    Deferred income

     59 78  56 59 

    Other

     406 434  376 406 
              

    Total

     1,718 1,997  1,496 1,718 
              

    Note 14—Leases

            The Company's lease obligations primarily relate to real estate and office equipment. Rent expense was $601 million, $510 million and $509 million in 2011, 2010 and $458 million in 2010, 2009, and 2008, respectively. Sublease income received by the Company on leased assets was $41 million, $44 million and $52 million in 2011, 2010 and $42 million in 2010, 2009, and 2008, respectively.

            At December 31, 2010, future net minimum lease payments for operating leases, having initial or remaining non-cancelable lease terms in excess of one year, consisted of the following:

     
     ($ in millions) 

    2011

      463 

    2012

      395 

    2013

      357 

    2014

      302 

    2015

      269 

    Thereafter

      415 
        

      2,201 

    Sublease income

      (119)
        

    Total

      2,082 
        

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 14—Leases (Continued)

            At December 31, 2010,2011, future net minimum lease payments for operating leases, having initial or remaining non-cancelable lease terms in excess of one year, consisted of the following:

     
     ($ in millions) 

    2012

      477 

    2013

      401 

    2014

      340 

    2015

      284 

    2016

      244 

    Thereafter

      340 
        

      2,086 

    Sublease income

      (96)
        

    Total

      1,990 
        

            At December 31, 2011, the future net minimum lease payments for capital leases and the present value of the net minimum lease payments consisted of the following:


     ($ in millions)  ($ in millions) 

    2011

     33 

    2012

     28  27 

    2013

     24  24 

    2014

     19  20 

    2015

     17  15 

    2016

     13 

    Thereafter

     136  84 
          

    Total minimum lease payments

     257  183 

    Less amount representing estimated executory costs included in total minimum lease payments

     (6) (2)
          

    Net minimum lease payments

     251  181 

    Less amount representing interest

     (127) (85)
          

    Present value of minimum lease payments

     124  96 
          

            Minimum lease payments have not been reduced by minimum sublease rentals due in the future under non-cancelable subleases. Such minimum sublease rentals were not significant. The present value of minimum lease payments is presented in short-term"Short-term debt and current maturities of long-term debtdebt" or long-term debt"Long-term debt" in the Consolidated Balance Sheets.

    Note 15—Commitments and contingencies

    Contingencies—Environmental

            The Company is engaged in environmental clean-up activities at certain sites arising under various United States and other environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal proceedings, investigations or claims, and it is uncertain to what extent the Company is actually obligated to perform. Provisions


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

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

    Contingencies related to former Nuclear Technology business

            The Company retained liabilities for certain specific environmental remediation costs at two sites in the United States that were operated by its former subsidiary, ABB CE-Nuclear Power Inc., which the Company sold to British Nuclear Fuels PLC (BNFL) in 2000. Pursuant to the sale agreement with BNFL, the Company has retained the environmental liabilities associated with its Combustion Engineering Inc. subsidiary's Windsor, Connecticut, facility and agreed to reimburse BNFL for a share of the costs that BNFL incurs for environmental liabilities associated with its former Hematite,


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)


    Missouri, facility. The primary environmental liabilities associated with these sites relate to the costs of remediating radiological and chemical contamination. Such costs are not incurred until a facility is taken out of use and generally are then incurred over a number of years. Although it is difficult to predict with accuracy the amount of time it may take to remediate this contamination, based on available information, the Company believes that it may take at least until late 2012 at the Windsor site and at least until 2015 at the Hematite site.

            Under the terms of the sale agreement, BNFL is responsible to have the remediation of the Hematite site performed in a cost efficient manner and pursue recovery of remediation costs from other potentially responsible parties as conditions for obtaining cost sharing contributions from the Company. Westinghouse Electric Company LLC (Westinghouse), BNFL's former subsidiary, now oversees remediation activities at the Hematite site. Westinghouse was acquired during 2006 by a consortium led by Toshiba Corporation, Japan. Since then, Westinghouse's efforts focused on modifying, finalizing and obtaining regulatory approval of its draft decommissioning plan for the Hematite site. In February 2011, the Company and Westinghouse Electric Company LLC (BNFL's former subsidiary) agreed to settle and release the Company from its continuing environmental obligations under the sale agreement.agreement in respect of the Hematite site. Consequently, atthese obligations were reclassified in the December 31, 2010, these obligations have been reclassifiedConsolidated Balance Sheet to current liabilities and reduced to reflect the amount of the agreed settlement; the amount was paid by the Company in February 2011.

            During 2007, the Company reached an agreement with U.S. government agencies to transfer oversight of the remediation of the portion of the Windsor site under the U.S. Government's Formerly Utilized Sites Remedial Action Program from the U.S. Army Corps of Engineers to the Nuclear Regulatory Commission which has oversight responsibility for the remaining radiological areas of that site and the Company's radiological license for the site.

    Contingencies related to other present and former facilities primarily in North America

            The Company is involved in the remediation of environmental contamination at present or former facilities, primarily in the United States. The clean up of these sites involves primarily soil and groundwater contamination. A significant portion of the provisions in respect of these contingencies reflects the provisions of an acquired company. Substantially allcompanies. A substantial portion of one of the acquired entity'sentities remediation liability is indemnified by a prior owner. Accordingly, an asset equal to thisthat portion of the remediation liability is included in "Other non-current assets".

            The impact of the above Nuclear Technology and other environmental obligations on "Income from continuing operations, before taxes"net of tax" was not significant in 2011, 2010 2009 and 2008.2009. The impact on "Income (loss) from discontinued operations, net of tax" was not significant in 2011 and 2009, and was an income of $29 million in 2010 and was not significant in 2009 and 2008.2010.

            The effect of the above Nuclear Technology and other environmental obligations on the Company's Consolidated Statements of Cash Flows was as follows:

    ($ in millions)
     2010 2009 2008 

    Cash expenditures:

              
     

    Nuclear Technology business

      20  11  4 
     

    Various businesses

      6  18  8 
            

      26  29  12 
            

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

            The effect of the above Nuclear Technology and other environmental obligations on the Company's Consolidated Statements of Cash Flows was as follows:

    ($ in millions)
     2011 2010 2009 

    Cash expenditures:

              

    Nuclear Technology business

      145  20  11 

    Various businesses

      4  6  18 
            

      149  26  29 
            

            The Company has estimated cash expenditures of $158$16 million for 2011, including the settlement with Westinghouse.2012. These expenditures are covered by provisions included in "Provisions and other current liabilities".

            The total effect of the above Nuclear Technology and other environmental obligations on the Company's Consolidated Balance Sheets was as follows:



     December 31,  December 31, 
    ($ in millions)
    ($ in millions)
     2010 2009  2011 2010 

    Provision balance relating to:

    Provision balance relating to:

      

    Nuclear Technology business

     181 230 

    Various businesses

     65 67 

    Nuclear Technology business

     24 181 

    Various businesses

     68 65 
              

     246 297  92 246 
              

    Environmental provisions included in:

    Environmental provisions included in:

      

    Provisions and other current liabilities

     22 161 

    Other non-current liabilities

     70 85 

    Provisions and other current liabilities

     161 29      

    Other non-current liabilities

     85 268  92 246 
              

     246 297 
         

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

    Asbestos obligations

            The Company's Combustion Engineering Inc. subsidiary (CE) was a co-defendant in a large number of lawsuits claiming damage for personal injury resulting from exposure to asbestos. A smaller number of claims were also brought against the Company's former Lummus subsidiary as well as against other entities of the Company. Separate plans of reorganization for CE and Lummus, as amended, were filed under Chapter 11 of the U.S. Bankruptcy Code. The CE plan of reorganization and the Lummus plan of reorganization (collectively, the Plans) became effective on April 21, 2006 and August 31, 2006, respectively.

            Under the Plans, separate personal injury trusts were created and funded to settle future asbestos-related claims against CE and Lummus and on the respective Plan effective dates, channeling injunctions were issued pursuant to Section 524(g) of the U.S. Bankruptcy Code under which all present and future asbestos-related personal injury claims filed against the Company and its affiliates and certain other entities that relate to the operations of CE and Lummus are channeled to the CE Asbestos PI Trust or the Lummus Asbestos PI Trust, respectively.

            The effect of asbestos obligations on the Company's Consolidated Income Statements was not significant in 2010 and 2009. In 2008, a charge of $31 million was recognized in "Income (loss) from discontinued operations, net of tax".


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    ABB ABB��Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

            The effect of asbestos obligations on the Company's Consolidated Statements of Cash Flows was as follows:

    ($ in millions)
     2010 2009 2008 

    Cash expenditures

      51  1  100 
            

            The effect of asbestos obligations on the Company's Consolidated Balance Sheets was as follows:

     
     December 31, 
    ($ in millions)
     2010 2009 

    Asbestos provisions included in:

           
     

    Provisions and other current liabilities

      2  28 
     

    Other non-current liabilities

        25 
          

      2  53 
          

    In December 2010, the Company made a payment of $25 million (included in the $51 million cash expenditures above) to the CE Asbestos PI Trust and thereby discharged its remaining payment obligations to the CE Asbestos PI Trust.

            The effect of asbestos obligations on the Company's Consolidated Balance Sheets at December 31, 2011 and 2010, and on the Company's Consolidated Income Statements in 2011, 2010 and 2009, was not significant.

            The effect of asbestos obligations on the Company's Consolidated Statements of Cash Flows was not significant in 2011 and 2009, and amounted to a cash outflow of $51 million in 2010.

    Contingencies—Regulatory, Compliance and Legal

    Gas Insulated Switchgear business

            In May 2004, the Company announced that it had undertaken an internal investigation which uncovered that certain of its employees together with employees of other companies active in the Gas Insulated Switchgear business were involved in anti-competitive practices. The Company has reported such practices upon identification to the appropriate antitrust authorities, including the European Commission. The European Commission announced its decision in January 2007 and granted the Company full immunity from fines assessed to the Company of euro 215 million under the European Commission's leniency program.

            The Company continues to cooperate with other antitrust authorities in several locations globally, including Brazil, which are investigating anti-competitive practices related to Gas Insulated Switchgear. At this stage of the proceedings, no reliable estimate of the amount or range of loss from potential fines, if any, can be made.

    Power Transformers business

            In October 2009, the European Commission announced its decision regarding its investigation into alleged anti-competitive practices of certain manufacturers of power transformers. The European Commission fined the Company euro 33.75 million (equivalent to $49 million on date of payment).

            The German Antitrust Authority(Bundeskartellamt) and other antitrust authorities are also reviewing those alleged practices which relate to the German market and other markets. Management is cooperating fully with the authorities in their investigations. The Company anticipates that the German Antitrust Authority's review will result in an unfavorable outcome with respect to the alleged anti-competitive practices and expects that a fine will be imposed. At this stage of the proceedings with


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)


    the other antitrust authorities, no reliable estimate of the amount or range of loss from potential fines, if any, can be made.

    Cables business

            The Company's cables business is under investigation for alleged anti-competitive practices. Management is cooperating fully with the antitrust authorities, including the European Commission, in their investigations. In July 2011, the European Commission announced that it had issued its Statement of Objections in its investigation into alleged anti-competitive practices in the cables business. An informed judgment about the outcome of these investigations or the amount of potential loss or range of loss for the Company, if any, relating to these investigations cannot be made at this stage.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

    FACTS business

            In January 2010, the European Commission conducted raids at the premises of the Company's flexible alternating current transmission systems (FACTS) business in Sweden as part of its investigation into alleged anti-competitive practices of certain FACTS manufacturers. In the United States, the Department of Justice (DoJ) also conducted an investigation into this business. The Company has been informed that the European Commission and the DoJ have closed their investigations. No fines have been imposed on the Company.

            The Company's FACTS business remains under investigation in one other jurisdiction for anti-competitive practices. Management is cooperating fully with the antitrust authority in its investigation. An informed judgment about the outcome of that investigation or the amount of potential loss or range of loss for the Company, if any, relating to that investigation cannot be made at this stage.

    Suspect payments

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

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


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

    General

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


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

    Liabilities recognized

            At December 31, 20102011 and 2009,2010, the Company recognizedhad aggregate liabilities of $220$208 million and $300$220 million, respectively, included in "Provisions and other current liabilities" and in "Other non-current liabilities", for the above regulatory, compliance and legal contingencies. As it is not possible to make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently available to management, to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the amounts accrued.

    Guarantees

    General

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

     December 31, 

     December 31,  2011 2010 
    ($ in millions)
     2010 2009  Maximum
    potential
    payments
     

     Maximum potential payments 

    Performance guarantees

     125 214  148 125 

    Financial guarantees

     84 91  85 84 

    Indemnification guarantees

     203 282  194 203 
              

    Total

     412 587  427 412 
              

            In respect of the above guarantees, the carrying amounts of liabilities at December 31, 2011 and 2010, and 2009, were insignificant.not significant.

    Performance guarantees

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


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

            The Company retained obligations for guarantees related to the Power Generation business contributed in mid-1999 to the former ABB Alstom Power NV joint venture (Alstom Power NV). The guarantees primarily consist of performance guarantees and other miscellaneous guarantees under certain contracts such as indemnification for personal injuries and property damages, taxes and compliance with labor laws, environmental laws and patents. The guarantees are related to projects which are expected to be completed by 2013 but in some cases have no definite expiration date. In May 2000, the Company sold its interest in Alstom Power NV to Alstom SA (Alstom). As a result, Alstom


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

    and its subsidiaries have primary responsibility for performing the obligations that are the subject of the guarantees. Further, Alstom, the parent company and Alstom Power NV, have undertaken jointly and severally to fully indemnify and hold harmless the Company against any claims arising under such guarantees. Management's best estimate of the total maximum potential exposureamount payable of quantifiable guarantees issued by the Company on behalf of its former Power Generation business was approximately $87 million and $99 million at December 31, 2011 and 2010, and 2009, respectively.is subject to foreign exchange fluctuations. The Company has not experienced any losses related to guarantees issued on behalf of the former Power Generation business.

            The Company retained obligations for guarantees related to the Upstream Oil and Gas business sold in 2004. The guarantees primarily consist of performance guarantees and although these have original maturity dates ranging from one to seven years.years, the Company has not yet been formally released from all of these guarantees. The maximum potential amount payable under the guarantees was approximately $13$8 million and $98$13 million at December 31, 20102011 and 2009,2010, respectively. The Company has the ability to recover potential payments under these guarantees through certain backstop guarantees. The maximum potential recovery under these backstop guarantees was not significant at both December 31, 20102011 and 2009, was approximately $6 million.2010.

            The Company retained obligations for guarantees related to the Building Systems business in Germany sold in 2007. The guarantees primarily consist of performance guarantees and have original maturity dates ranging from one to thirteen years. The maximum potential amount payable under the guarantees was approximately $10$8 million and $15$10 million at December 31, 20102011 and 2009,2010, respectively.

            The Company is engaged in executing a number of projects as a member of a consortium that includes third parties. In certain of these cases, the Company guarantees not only its own performance but also the work of third parties. The original maturity dates of these guarantees range from one to threefour years. At December 31, 2011 and 2010, the maximum potential amount payable amount under these guarantees as a result of third party non-performance was $45 million and $15 million.million, respectively.

    Financial guarantees

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

            At December 31, 20102011 and 2009,2010, the Company had a maximum potential amount payable of $85 million and $84 million, and $91 million, respectively, ofunder financial guarantees outstanding. Of each of those amounts, $16$19 million and $22$16 million, respectively, was in respect of guarantees issued on behalf of companies in which the Company currently has or formerly had or has an equity interest. The guarantees outstanding have various maturity dates. The majority of the durations rundates up to 2013, with the longest expiring in 2021.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)2020.

    Indemnification guarantees

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


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

            The Company delivered to the purchasers of Lummus guarantees related to assets and liabilities divested in 2007. The maximum liabilitypotential amount payable relating to this business, pursuant to the sales agreement, at each of December 31, 20102011 and 2009,2010, was $50 million.

            The Company delivered to the purchasers of its interest in Jorf Lasfar guarantees related to assets and liabilities divested in 2007. The maximum liabilitypotential amount payable at December 31, 2011 and 2010, and 2009, of $147$141 million and $145$147 million, respectively, relating to this business, is subject to foreign exchange fluctuations.

            The Company delivered to the purchaser of the Reinsurance business guarantees related to assets and liabilities divested in 2004. The maximum liability at December 31, 2009, related to this business, was $87 million. During 2010, a settlement agreement was reached and consequently, at December 31, 2010, the Company had no further liability with respect to these guarantees.

    Product and order-related contingencies

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

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

    ($ in millions)
     2010 2009  2011 2010 

    Balance at January 1,

     1,280 1,105  1,393 1,280 

    Warranties assumed through acquisitions

     10  

    Claims paid in cash or in kind

     (183) (234) (177) (183)

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

     280 365  124 280 

    Exchange rate differences

     16 44  (26) 16 
              

    Balance at December 31,

     1,393 1,280  1,324 1,393 
              

    IBM Outsourcing Agreement

            In December 2009, the Company and International Business Machines Corporation (IBM) extended an existing global framework agreement, outsourcing the Company's information systems infrastructure services to IBM, for the period up to 2016. The agreement covers the Company's information systems infrastructure across 17 countries in Europe, North America and Asia Pacific. IBM provides server and network management, as well as end-user and help-desk services for the majority of the Company's information systems infrastructure operations.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 15—Commitments and contingencies (Continued)

            Pursuant to the global framework agreement, IBM receives monthly payments from the Company's subsidiaries in the respective countries related to information systems infrastructure services. Costs for these services in 2010, 2009 and 2008 were $262 million, $269 million and $296 million, respectively.

    Related party transactions

            The Company conducts business with certain companies where members of the Company's board of directors or executive committee act as directors or senior executives. The Company's board of directors has determined that the Company's business relationships with those companies do not constitute material business relationships. This determination was made in accordance with the Company's related party transaction policy which was prepared based on the Swiss Code of Best Practice and the independence criteria set forth in the corporate governance rules of the New York Stock Exchange.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes

            Provision"Provision for taxestaxes" consisted of the following:

    ($ in millions)
     2010 2009 2008  2011 2010 2009 

    Current taxes on income

     867 1,057 1,282  1,278 867 1,057 

    Deferred taxes

     151 (56) (163) (34) 151 (56)
                  

    Tax expense from continuing operations

     1,018 1,001 1,119  1,244 1,018 1,001 
                  

    Tax benefit from discontinued operations

     (3) (7) (36) (1) (3) (7)
           

            The weighted-average tax rate results from applying each subsidiary's statutory income tax rate to the "IncomeTax expense from continuing operations before taxes". The Company operatesis reconciled below to the Company's weighted-average global tax rate, rather than to the Swiss domestic statutory tax rate, as the parent company of the ABB Group, ABB Ltd, is domiciled in countries that have differingSwitzerland. Income generated in jurisdictions outside of Switzerland (hereafter "foreign jurisdictions") which has already been subject to corporate income tax laws and rates. Consequently,in those foreign jurisdictions is, to a large extent, tax exempt in Switzerland. There is no requirement in Switzerland for a parent company of a group to file a tax return of the consolidated weighted-average effectivegroup determining domestic and foreign pre-tax income, and as the Company's consolidated income from continuing operations is predominantly earned outside of Switzerland, corporate income tax in foreign jurisdictions largely determines the global tax rate will vary from year to year according toof the source of earnings or losses by country and the change in applicable tax rates.Company.

    ($ in millions, except % data)
     2010 2009 2008  2011 2010 2009 

    Reconciliation of taxes:

      

    Income from continuing operations before taxes

     3,740 4,120 4,518  4,550 3,740 4,120 

    Weighted-average tax rate

     25.3% 23.9% 28.1% 24.9% 25.3% 23.9%

    Taxes at weighted-average tax rate

     
    945
     
    983
     
    1,270
      1,134 945 983 

    Items taxed at rates other than the weighted-average tax rate

     (21) (13) 3  103 (21) (13)

    Changes in valuation allowance, net

     60 (46) (414) (22) 60 (46)

    Changes in tax laws and enacted tax rates

     6 5 (19) (17) 6 5 

    Other, net

     28 72 279  46 28 72 
                  

    Tax expense from continuing operations

     1,018 1,001 1,119  1,244 1,018 1,001 
                  

    Effective tax rate for the year

     27.2% 24.3% 24.8% 27.3% 27.2% 24.3%

            In 2011, the "Items taxed at rates other than the weighted-average tax rate" predominantly related to tax credits arising in foreign jurisdictions for which the technical merits did not allow a benefit to be taken.

            In 2011, 2010 and 2009, "Changes in the valuation allowance, net" included reductions in valuation allowances recorded in certain jurisdictions where the Company determined that it was more likely than not that such deferred tax assets (recognized for net operating losses and timing differences in those jurisdictions) would be realized, as well as increases in the valuation allowance in certain other jurisdictions. In 2011, the "Changes in valuation allowance, net" included a benefit of $47 million, related to certain of the Company's operations in Northern Europe. In 2010, the "Changes in valuation allowance, net" included an expense of $44 million and in 2009, a benefit of approximately $60 million, both related to certain of the Company's operations in Central Europe.

            In 2011, 2010 and 2009, "Other, net" of $46 million, $28 million and $72 million, in the table above, included expenses of $60 million, $45 million and $40 million, respectively, in relation to items


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes (Continued)

            Certain provisions recorded as an expense in 2008 and the release of certain of these provisions in 2009 primarily related to alleged anti-competitive practices, originated in jurisdictions with a tax rate other than the weighted- average tax rate.

            The reconciliation of taxes for 2010, 2009 and 2008 included changes in the valuation allowance recorded in certain jurisdictions in respect of deferred tax assets that were recognized for net operating losses and timing differences incurred in those jurisdictions. The change in valuation allowance was required as the Company determined that it was more likely than not that such deferred tax assets would be realized. In 2010, the net increase in valuation allowance included an expense of $44 million related to certain of the Company's operations in Central Europe. In 2009, the change in valuation allowance included a benefit of approximately $60 million related to certain of the Company's operations in Central Europe, while in 2008, the change in valuation allowance was predominantly related to the Company's operations in North America, with approximately $330 million.

            In 2010, "Other, net" of $28 million in the table above included:

      an expense of $45 million relating to items that were deducted for financial accounting purposes, but were not tax deductible, such as interest expense, state and local taxes on productive activities, disallowed meals and entertainment expenses and other similar items.

    In addition, in 2009, "Other, net" of $72 million in the table abovealso included:

      a benefit of approximately $74 million relating to the release of provision for costs of previously disclosed investigations by European authorities into suspect payments and alleged anti-competitive practices that were credited for financial accounting purposes, but were not taxable,

      an expense of approximately $40 million relating to items that were deducted for financial accounting purposes, but were not tax deductible such as interest expense, state and local taxes on productive activities, disallowed meals and entertainment expenses and other similar items, and

      an expense of approximately $100 million relating to a net increase in tax accruals.

            In 2008, "Other, net" of $279 million in the table above included:

      an expense of approximately $140 million related to a pending tax dispute in Northern Europe,

      an expense of approximately $100 million relating to costs of previously disclosed investigations by U.S. and European authorities into suspect payments and alleged anti-competitive practices, respectively, that were deducted for financial accounting purposes, but were not tax deductible,

      the release of a provision of approximately $53 million related to the court decision in Northern Europe concerning certain sale and leaseback transactions as well as to the favorable outcome related to the interpretation of tax law and double tax treaty agreements by competent tax authorities in the Mediterranean region,

      an expense of approximately $50 million relating to items that were deducted for financial accounting purposes, but were not tax deductible such as interest expense, state and local taxes on productive activities, disallowed meals and entertainment expenses and other similar items, and

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes (Continued)

      an expense of approximately $40 million relating to a net increase in tax accruals.

            Deferred income tax assets and liabilities consisted of the following:


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Deferred tax assets:

      

    Unused tax losses and credits

     1,102 1,100  963 1,102 

    Pension and other accrued liabilities

     1,005 1,094  1,064 1,005 

    Inventories

     241 255  276 241 

    Property, plant and equipment

     90 91  192 90 

    Other

     134 135  134 134 
              

    Total gross deferred tax asset

     2,572 2,675  2,629 2,572 

    Valuation allowance

     (450) (473) (375) (450)
              

    Total gross deferred tax asset, net of valuation allowance

     2,122 2,202  2,254 2,122 

    Deferred tax liabilities:

      

    Property, plant and equipment

     (441) (242)

    Property, plant and equipment, and intangible assets

     (1,037) (441)

    Pension and other accrued liabilities

     (191) (172) (164) (191)

    Inventories

     (159) (168) (152) (159)

    Other current assets

     (137) (155) (220) (137)

    Unremitted earnings

     (171) (142) (213) (171)

    Other

     (49) (26) (60) (49)
              

    Total gross deferred tax liability

     (1,148) (905) (1,846) (1,148)
              

    Net deferred tax asset

     974 1,297  408 974 
              

    Included in:

      

    "Deferred taxes"—current assets

     896 900  932 896 

    "Deferred taxes"—non-current assets

     846 1,052  318 846 

    "Deferred taxes"—current liabilities

     (357) (327) (305) (357)

    "Deferred taxes"—non-current liabilities

     (411) (328) (537) (411)
              

    Net deferred tax asset

     974 1,297  408 974 
              

            At December 31, 2010, net2011, "Net deferred tax assetsasset" included an increase inof deferred tax liabilities of $100approximately $790 million, arising upon business combinations.

            Certain entities have deferred tax assets related to net operating loss carry-forwards and other items. As recognition of these assets did not meet the more likely than not criterion, valuation


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes (Continued)

    allowances ofwere established, amounting to $375 million and $450 million, and $473 million were established at December 31, 2011 and 2010, and 2009, respectively. At December 31, 2010, and 2009, the item unused"Unused tax losses and creditscredits" at December 31, 2011 and 2010, in the table above, included $226$166 million and $240$226 million, respectively, for which the Company has established a full valuation allowance as, due to limitations imposed by the relevant tax law, the Company determined that, more likely than not, such deferred tax assets would not be realized.

            At December 31, 2011 and 2010, deferred tax liabilities totaling $213 million and $171 million have been provided for in respect of withholding taxes, dividend distribution taxes or additional corporate income taxes (hereafter "withholding taxes") on unremitted earnings, as well as for limited Swiss income taxes on any such repatriated earnings. Income which has been generated outside of Switzerland and has already been subject to corporate income tax in such foreign jurisdictions is, to a large extent, tax exempt in Switzerland. Therefore, generally no or only limited Swiss income tax has to be provided for on the repatriated earnings of foreign subsidiaries.

            Certain countries levy withholding taxes on dividend distributions. Such taxes cannot always be fully reclaimed by the shareholder, although they have to be declared and withheld by the subsidiary. In 2011, certain taxes arose in certain foreign jurisdictions for which the technical merits do not allow utilization of benefits. At each of December 31, 2011 and 2010, approximately $400 million of foreign subsidiary retained earnings subject to withholding taxes upon distribution were considered as permanently reinvested, as these funds are used for financing current operations as well as business growth through working capital and capital expenditure in those countries, and consequently, no deferred tax liability was set up.

            At December 31, 2011, net operating loss carry-forwards of $2,576 million and tax credits of $144 million were available to reduce future taxes of certain subsidiaries. Of these amounts, $1,740 million of loss carry-forwards and $126 million of tax credits will expire in varying amounts through 2031. These carry-forwards were predominantly related to the Company's U.S. operations.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes (Continued)

            At December 31, 2010, net operating loss carry-forwards of $2,901 million and tax credits of $129 million were available to reduce future taxes of certain subsidiaries. Of these amounts, $1,928 million loss carry-forwards and $126 million tax credits will expire in varying amounts through 2030. These carry-forwards were predominantly related to the Company's U.S. operations.

    Unrecognized tax benefits consisted of the following:

    ($ in millions)
     Unrecognized
    tax benefits
     Penalties and
    interest related to unrecognized tax benefits
     Total  Unrecognized
    tax benefits
     Penalties and
    interest
    related to
    unrecognized
    tax benefits
     Total 

    Classification as unrecognized tax items on January 1, 2008

     518 129 647 

    Net change due to acquisitions and divestments

     6 1 7 

    Increase relating to prior year tax positions

     189 75 264 

    Decrease relating to prior year tax positions

     (20) (1) (21)

    Increase relating to current year tax positions

     93 1 94 

    Decrease related to current year tax positions

     (17) (1) (18)

    Decrease due to settlements with tax authorities

     (127) (55) (182)

    Decrease as a result of the applicable statute of limitations

     (25) (5) (30)

    Exchange rate differences

     (19) (5) (24)
           

    Balance at December 31, 2008 which would, if recognized, affect the effective tax rate

     598 139 737 

    Classification as unrecognized tax items on January 1, 2009

     598 139 737 

    Net change due to acquisitions and divestments

     (2)  (2) (2)  (2)

    Increase relating to prior year tax positions

     133 62 195  133 62 195 

    Decrease relating to prior year tax positions

     (9) (8) (17) (9) (8) (17)

    Increase relating to current year tax positions

     93 6 99  93 6 99 

    Decrease due to settlements with tax authorities

     (41) (3) (44) (41) (3) (44)

    Decrease as a result of the applicable statute of limitations

     (69) (22) (91) (69) (22) (91)

    Exchange rate differences

     9 2 11  9 2 11 
                  

    Balance at December 31, 2009 which would, if recognized, affect the effective tax rate

     712 176 888 

    Balance at December 31, 2009, which would, if recognized, affect the effective tax rate

     712 176 888 

    Net change due to acquisitions and divestments

     5  5  5  5 

    Increase relating to prior year tax positions

     56 38 94  56 38 94 

    Decrease relating to prior year tax positions

     (32) (6) (38) (32) (6) (38)

    Increase relating to current year tax positions

     114 5 119  114 5 119 

    Decrease relating to current year tax positions

     (15) (4) (19) (15) (4) (19)

    Decrease due to settlements with tax authorities

     (40) (9) (49) (40) (9) (49)

    Decrease as a result of the applicable statute of limitations

     (72) (21) (93) (72) (21) (93)

    Exchange rate differences

     (14) (1) (15) (14) (1) (15)
                  

    Balance at December 31, 2010 which would, if recognized, affect the effective tax rate

     714 178 892 

    Balance at December 31, 2010, which would, if recognized, affect the effective tax rate

     714 178 892 

    Net change due to acquisitions and divestments

     9 2 11 

    Increase relating to prior year tax positions

     52 61 113 

    Decrease relating to prior year tax positions

     (31) (11) (42)

    Increase relating to current year tax positions

     128 2 130 

    Decrease relating to current year tax positions

     (2)  (2)

    Decrease due to settlements with tax authorities

     (78) (27) (105)

    Decrease as a result of the applicable statute of limitations

     (135) (35) (170)

    Exchange rate differences

     (4) (1) (5)
                  

    Balance at December 31, 2011, which would, if recognized, affect the effective tax rate

     653 169 822 
           

            In 2011, the "Increase relating to prior year tax positions", in unrecognized tax benefits above, related primarily to a tax dispute in Asia. The "Increase relating to prior year tax positions", in penalties and interest related to unrecognized tax benefits above, mainly reflected the interest accrual on prior years' tax positions. Also in 2011, the "Increase relating to current year tax positions" included a total of $97 million in taxes related to the interpretation of tax law and double tax treaty agreements by competent tax authorities. In 2011, the "Decrease due to settlements with tax authorities included $49 million in tax, penalty and interest relating to a tax dispute in Northern Europe, while the


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes (Continued)

    "Decrease as a result of the applicable statute of limitations" included both the effect of the statute of limitations in certain jurisdictions, as well as instances where tax audits had been concluded by taxing authorities and the corresponding tax years were consequently considered closed.

            In 2010, the "Increase relating to current year tax positions" in the table above included an expense of $88 million related to the interpretation of tax law and double tax treaty agreements by competent tax authorities.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 16—Taxes (Continued)

            In 2009, the "Increase relating to prior year tax positions" included an expense of approximately $27 million in taxes and approximately $27 million in penalties and interest relating to a pending tax dispute in Northern Europe. Further, it included an increase of provision of approximately $34 million in taxes relating to a pending assessment by competent tax authorities in Central Europe.

            In 2008, the "Increase relating to prior year tax positions" included an expense of approximately $85 million in taxes and approximately $50 million in penalties and interest relating to a pending tax dispute in Northern Europe. Further, it included an increase of provision of approximately $33 million in taxes relating to a pending assessment by competent tax authorities in Central Europe.

            In 2008, the "Decrease due to settlements with tax authorities" included the release of provisions of approximately $53 million in taxes and approximately $48 million in penalties and interest relating to court cases in Northern Europe concerning certain sale and leaseback transactions, as well as to the favorable outcome in the Mediterranean region relating to the interpretation of tax law and double tax treaty agreements by competent tax authorities. Further, it included the release of provision of approximately $33 million in taxes relating to the favorable outcome of an assessment by competent tax authorities in Central Europe.

    At December 31, 2010,2011, the Company expected the resolution, within the next twelve months, of uncertain tax positions related to pending court cases amounting to $205$153 million for taxes, penalties and interest. Otherwise, the Company had not identified any other significant changes which were considered reasonably possible to occur within the next twelve months.

            At December 31, 2010,2011, the earliest significant open tax years that remained subject to examination were the following:

    Region
     Year 

    Europe

      20022007 

    The Americas

      2008 

    Asia

      20012002 

    Middle East & Africa

      2004 

    Note 17—Employee benefits

            The Company operates pension plans, including defined benefit and defined contribution pension plans and termination indemnity plans, in accordance with local regulations and practices. These plans cover a large portion of the Company's employees and provide benefits to employees in the event of death, disability, retirement, or termination of employment. Certain of these plans are multi-employer plans. The Company also operates other postretirement benefit plans in certain countries.

            SomeA number of these plans require employees to make contributions and enable employees to earn matching or other contributions from the Company. The funding policies of the Company's plans are consistent with the local government and tax requirements. The Company has several pension plans that are not required to be funded pursuant to local government and tax requirements. The Company uses a December 31 measurement date for its plans.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

            The Company recognizes in its Consolidated Balance Sheets the funded status of its defined benefit pension and postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

    Obligations and funded status of the plans

            The following tables set forth the changes in benefit obligations, the changechanges in plan assets and the funded status recognized in the Consolidated Balance Sheets for the Company's benefit plans:


     2010 2009 2010 2009  2011 2010 2011 2010 
    ($ in millions)
     Defined pension benefits Other postretirement benefits  Defined
    pension
    benefits
     Other
    postretirement
    benefits
     

    Benefit obligation at January 1,

     8,914 7,761 219 207  9,337 8,914 214 219 

    Service cost

     210 154 2 2  242 210 2 2 

    Interest cost

     389 432 12 13  402 389 12 12 

    Contributions by plan participants

     58 56    76 58   

    Benefit payments

     (571) (558) (13) (13) (549) (571) (16) (13)

    Benefit obligations of businesses disposed and acquired

      24    20  39  

    Actuarial (gain) loss

     168 634 (6) 6  472 168 9 (6)

    Plan amendments and other

     16 21 (1) 2  5 16  (1)

    Exchange rate differences

     153 390 1 2  (188) 153  1 
                      

    Benefit obligation at December 31,

     9,337 8,914 214 219  9,817 9,337 260 214 
                      

    Fair value of plan assets at January 1,

     
    8,149
     
    7,051
     
     
      9,010 8,149   

    Actual return on plan assets

     636 935    155 636   

    Contributions by employer

     567 307 13 13  305 567 16 13 

    Contributions by plan participants

     58 56    76 58   

    Benefit payments

     (571) (558) (13) (13) (549) (571) (16) (13)

    Plan assets of businesses disposed and acquired

          18    

    Plan amendments and other

     (12) 2    (6) (12)   

    Exchange rate differences

     183 356    (142) 183   
                      

    Fair value of plan assets at December 31,

     9,010 8,149    8,867 9,010   
                      

    Funded status—underfunded

     
    327
     
    765
     
    214
     
    219
      950 327 260 214 
                      

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

            The amounts recognized in "Accumulated other comprehensive loss" and "Noncontrolling interests" were:

     
     December 31, 
     
     2011 2010 2009 2011 2010 2009 
    ($ in millions)
     Defined
    pension benefits
     Other postretirement
    benefits
     

    Transition liability

              (1) (2)

    Net actuarial loss

      (1,826) (1,135) (1,313) (71) (65) (77)

    Prior service cost

      (34) (43) (40) 42  51  61 
                  

    Amount recognized in OCI(1) and NCI(2)

      (1,860) (1,178) (1,353) (29) (15) (18)

    Taxes associated with amount recognized in OCI(1) and NCI(2)

      415  270  301       
                  

    Total amount recognized in OCI(1) and NCI(2), net of tax(3)

      (1,445) (908) (1,052) (29) (15) (18)
                  

     
     December 31, 
     
     2010 2009 2008 2010 2009 2008 
    ($ in millions)
     Defined pension benefits Other
    postretirement
    benefits
     

    Transition liability

            (1) (2) (3)

    Net actuarial loss

      (1,135) (1,313) (1,239) (65) (77) (76)

    Prior service cost

      (43) (40) (40) 51  61  79 
                  

    Amount recognized in OCI(1) and NCI(2)

      (1,178) (1,353) (1,279) (15) (18)  

    Taxes associated with amount recognized in OCI(1) and NCI(2)

      270  301  301       
                  

    Total amount recognized in OCI(1) and NCI(2), net of tax(3)

      (908) (1,052) (978) (15) (18)  
                  

    (1)
    OCI represents "Accumulated other comprehensive loss".

    (2)
    NCI represents "Noncontrolling interests".

    (3)
    NCI, net of tax, amounted to $3$(2) million, $2$(5) million and $0$(2) million at December 31, 2011, 2010 and 2009, and 2008, respectivelyrespectively.

            In addition, the following amounts were recognized in the Company's Consolidated Balance Sheets:


     December 31,  December 31, 

     2010 2009 2010 2009  2011 2010 2011 2010 
    ($ in millions)
     Defined
    pension
    benefits
     Other
    postretirement
    benefits
      Defined
    pension
    benefits
     Other
    postretirement
    benefits
     

    Overfunded plans

     (172) (112)    (138) (172)   

    Underfunded plans—current

     26 28 16 18  25 26 18 16 

    Underfunded plans—non-current

     473 849 198 201  1,063 473 242 198 
                      

    Funded status

     327 765 214 219  950 327 260 214 
                      

     


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Non-current assets

      

    Overfunded pension plans

     (172) (112) (138) (172)

    Other employee-related benefits

     (1)   (1) (1)
              

    Prepaid pension and other employee benefits

     (173) (112) (139) (173)
              

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

     


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Current liabilities

      

    Underfunded pension plans

     26 28  25 26 

    Underfunded other benefit plans

     16 18  18 16 

    Other employee-related benefits

     26 22  33 26 
              

    Pension and other employee benefits (Note 13)

     68 68  76 68 
              

     


     December 31,  December 31, 
    ($ in millions)
     2010 2009  2011 2010 

    Non-current liabilities

      

    Underfunded pension plans

     473 849  1,063 473 

    Underfunded other benefit plans

     198 201  242 198 

    Other employee-related benefits

     160 129  182 160 
              

    Pension and other employee benefits

     831 1,179  1,487 831 
              

            The funded status, calculated by the projected benefit obligation (PBO) and fair value of plan assets, for pension plans with a PBO in excess of fair value of plan assets (underfunded) or fair value of plan assets in excess of PBO (overfunded), respectively, was:


     December 31,  December 31, 

     2010 2009  2011 2010 
    ($ in millions)
     PBO Assets Difference PBO Assets Difference  PBO Assets Difference PBO Assets Difference 

    PBO exceeds assets

     3,901 3,402 499 7,651 6,774 877  7,353 6,265 1,088 3,901 3,402 499 

    Assets exceed PBO

     5,436 5,608 (172) 1,263 1,375 (112) 2,464 2,602 (138) 5,436 5,608 (172)
                              

    Total

     9,337 9,010 327 8,914 8,149 765  9,817 8,867 950 9,337 9,010 327 
                              

            The accumulated benefit obligation (ABO) for all defined benefit pension plans was $9,024$9,512 million and $8,627$9,024 million at December 31, 20102011 and 2009,2010, respectively. The funded status, calculated by the ABO and fair value of plan assets for pension plans with ABO in excess of fair value of plan assets (underfunded) or fair value of plan assets in excess of ABO (overfunded), respectively, was:


     December 31,  December 31, 

     2010 2009  2011 2010 
    ($ in millions)
     ABO Assets Difference ABO Assets Difference  ABO Assets Difference ABO Assets Difference 

    ABO exceeds assets

     2,080 1,725 355 6,285 5,627 658  5,747 4,839 908 2,080 1,725 355 

    Assets exceed ABO

     6,944 7,285 (341) 2,342 2,522 (180) 3,765 4,028 (263) 6,944 7,285 (341)
                              

    Total

     9,024 9,010 14 8,627 8,149 478  9,512 8,867 645 9,024 9,010 14 
                              

            All of the Company's other postretirement benefit plans are unfunded.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

    Components of net periodic benefit cost

            Net periodic benefit cost consisted of the following:


     2010 2009 2008 2010 2009 2008  2011 2010 2009 2011 2010 2009 
    ($ in millions)
     Defined pension benefits Other postretirement benefits  Defined pension
    benefits
     Other postretirement
    benefits
     

    Service cost

     210 154 177 2 2 2  242 210 154 2 2 2 

    Interest cost

     389 432 438 12 13 13  402 389 432 12 12 13 

    Expected return on plan assets

     (422) (384) (471)     (507) (422) (384)    

    Amortization transition liability

        1 1 1 

    Amortization prior service cost

     26 13 14 (9) (11) (11)

    Amortization of transition liability

        1 1 1 

    Amortization of prior service cost

     44 26 13 (9) (9) (11)

    Amortization of net actuarial loss

     71 71 13 5 6 5  52 71 71 3 5 6 

    Curtailments, settlements and special termination benefits

     8 2 38  (8)   3 8 2   (8)
                              

    Net periodic benefit cost

     282 288 209 11 3 10  236 282 288 9 11 3 
                              

            The net actuarial loss and prior service cost for defined pension benefits estimated to be amortized from "Accumulated other comprehensive loss" into net periodic benefit cost in 20112012 is $57$82 million and $42$40 million, respectively.

            The net actuarial loss transition cost and prior service cost for other postretirement benefits estimated to be amortized from "Accumulated other comprehensive loss" into net periodic benefit cost in 20112012 is $4 million, $1$5 million and $(9) million, respectively.

    Assumptions

            The following weighted-average assumptions were used to determine benefit obligations:


     December 31,  December 31, 

     2010 2009 2010 2009  2011 2010 2011 2010 
    (in %)
     Defined
    pension
    benefits
     Other
    postretirement
    benefits
      Defined
    pension
    benefits
     Other
    postretirement
    benefits
     

    Discount rate

     4.29 4.66 5.03 5.54  3.91 4.29 4.07 5.03 

    Rate of compensation increase

     2.05 2.13    1.62 2.05   

    Pension increase assumption

     1.06 1.22    0.97 1.06   

            The discount rate assumptions reflect the rates at which the benefit obligations could effectively be settled. The principal assumption was that the relevant fixed income securities are AA rated corporate bonds. In those countries with sufficient liquidity in corporate bonds, the Company used the current market long-term corporate bond rates and matched the bond duration with the average duration of the pension liabilities. In those countries where the liquidity of the AA corporate bonds was deemed to be insufficient, the Company determined the discount rate by adding the credit spread derived from an AA corporate bond index in another relevant liquid market, as adjusted for interest rate differentials, to the domestic government bond curve or interest rate swap curve.


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

            The following weighted-average assumptions were used to determine the "Net periodic benefit cost":


     2010 2009 2008 2010 2009 2008  2011 2010 2009 2011 2010 2009 

    (in %)

     Defined pension benefits Other postretirement benefits  Defined pension
    benefits
     Other postretirement
    benefits
     

    Discount rate

     4.66 5.63 5.16 5.54 6.30 6.17  4.29 4.66 5.63 5.03 5.54 6.30 

    Expected long-term rate of return on plan assets

     5.44 5.47 5.55     5.45 5.44 5.47    

    Rate of compensation increase

     2.13 2.22 2.35     2.05 2.13 2.22    

            The "Expected long-term rate of return on plan assets" is derived from the current and projected asset allocation, the current and projected types of investments in each asset category and the long-term historical returns for each investment type.

            The Company maintains other postretirement benefit plans, which are generally contributory with participants' contributions adjusted annually. The assumptions used were:


     December 31,  December 31, 

     2010 2009  2011 2010 

    Health care cost trend rate assumed for next year

     7.93% 8.89% 8.84% 7.93%

    Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

     5.00% 5.00% 5.00% 5.00%

    Year that the rate reaches the ultimate trend rate

     2017 2017  2028 2017 

            A one-percentage-point change in assumed health care cost trend rates would have the following effects at December 31, 2010:2011:


     1-percentage-point  1-percentage-point 
    ($ in millions)
     increase decrease  Increase Decrease 

    Effect on total of service and interest cost

     1 (1) 1 (1)

    Effect on postretirement benefit obligation

     15 (13) 22 (19)

    Plan assets

            The Company has pension plans in various countries with the majority of the Company's pension liabilities deriving from a limited number of these countries. The pension plans' structures reflect local regulatory environments and market practices.

            The pension plans are typically funded by regular contributions from employees and the Company. These plans are typically administered by boards of trustees (which include Company representatives) whose primary responsibility is to ensure that the plans meet their liabilities through contributions and investment returns. Consequently, theThe boards of trustees have the responsibility for key investment strategy decisions.

            The accumulated contributions are invested in a diversified range of assets that are managed by third-party asset managers, in accordance with local statutory regulations, pension plan rules and the respective plans' investment guidelines, as approved by the boards of trustees.


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

            Plan assets are generally segregated from those of the Company and invested with the aim of meeting the respective plans' projected future pension liabilities. Plan assets are measured at fair value at the balance sheet date.

            The boards of trustees manage the assets of the pension plans in a risk-controlled manner and assess the risks embedded in the pension plans through asset/liability modeling. The projected future development of pension liabilities is assessed relative to various alternative asset allocations in order to determine a strategic asset allocation for each plan, based on a given risk budget. Asset/liability management studies typically take place every three years. However, the risks of the plans are monitored on an ongoing basis. The assets of the major plans are reviewed at least quarterly, while the plans' liabilities are reviewed in detail at least annually.

            The board of trustees' investment goal is to maximize the long-term returns of plan assets within the risk budget, while considering the future liabilities and liquidity needs of the individual plans. Risk parameters taken into account include:

      the funding ratio of the plan,

      the likelihood of extraordinary cash contributions being required, and

      the risk embedded in each individual asset class, and

      the correlations between each of the above.plan asset portfolio as a whole.

            The Company's investment policy is to achieve an optimal balance between risk and return on the plans' investments through the diversification of asset classes, the use of various external asset managers and the use of differing investment styles. This has resulted in a diversified portfolio with a mix of actively and passively managed investments.

            The plans are mainly invested in equity securities and bonds, with smaller allocations to real estate, private equity and hedge funds.

            The Company's global pension asset allocation is the result of the asset allocations of the individual plans. The target asset allocation of the Company's plans on a weighted-average basis is as follows:

     
     Target
    percentage
     

    Asset Class

        

    Global fixed income securitiesCash and equivalents

      495

    Global equities

    20 

    Emerging markets fixed income securitiesequities

      3 

    Global equity securitiesfixed income

      2654 

    Emerging markets equity securitiesfixed income

      4 

    Real estateInsurance contracts

      9

    Cash and equivalents

    51 

    Private equity

      2 

    Hedge funds

      21

    Real estate

    9

    Commodities

    1 
        

      100 
        

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

            The actual asset allocations of the plans are in line with the target asset allocations, which are set on an individual plan basis by the boards of trustees. They are the result of individual plans' risk assessments.

            Global and emerging markets fixed income securities include corporate bonds of companies from diversified industries and government bonds mainly from mature market issuers. Global and emerging markets equity securities primarily include investments in large-cap and mid-cap listed companies. Global equity securities represent equities listed in mature markets (mainly in the United States, Europe and Japan). Real Estate investments consist largely of domestic real estate in Switzerland held in the Swiss plans. The investments in Private equity, and Hedge funds, and Commodities reflect a variety of investment strategies.

            Based on the above global asset allocation, the expected long-term return on assets is 5.445.45 percent. The Company and the local boards of trustees regularly review the investment performance of the asset classes and individual asset managers. Due to the diversified nature of the investments, the Company is of the opinion that no significant concentration of risks exists in its pension fund assets.

            The Company does not expect any plan assets to be returned to the employer during 2011.2012.

            At December 31, 2010 and 2009,2011, plan assets included approximately 0.8 millioninclude ABB Ltd's shares and 0.7 million shares(as well as an insignificant amount of the Company's capital stockdebt instruments) with a total value of $14 million. At December 31, 2010, plan assets include ABB Ltd's shares with a total value of $17 million and $14 million, respectively.million.

            The fair values of the Company's pension plan assets by asset class are presented below. For further information on the fair value hierarchy and an overview of the Company's valuation techniques applied see the "Fair value measures" section of Note 2.


     December 31, 2010  December 31, 2011 
    ($ in millions)
     Level 1 Level 2 Level 3 Total
    fair value
      Level 1 Level 2 Level 3 Total
    fair value
     

    Asset Class:

     

    Asset Class

     

    Cash and equivalents

     39 372  411  56 365  421 

    Global equities

     2,301 77  2,378  1,717 76  1,793 

    Emerging markets equities

     350   350  311   311 

    Global fixed income

     1,790 2,643  4,433  1,921 2,838  4,759 

    Emerging markets fixed income

      290  290   398  398 

    Insurance contracts

      23  23   37  37 

    Private equity

     1 26 156 183    177 177 

    Hedge funds

     2  136 138    113 113 

    Real estate

     79  696 775  73  741 814 

    Commodities

     29   29  44   44 
                      

    Total

     4,591 3,431 988 9,010  4,122 3,714 1,031 8,867 
                      

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)



     December 31, 2009  December 31, 2010 
    ($ in millions)
     Level 1 Level 2 Level 3 Total
    fair value
      Level 1 Level 2 Level 3 Total
    fair value
     

    Asset Class:

     

    Asset Class

     

    Cash and equivalents

     102 193  295  39 372  411 

    Global equities

     2,077 45  2,122  2,301 77  2,378 

    Emerging markets equities

     271   271  350   350 

    Global fixed income

     1,831 2,389  4,220  1,790 2,643  4,433 

    Emerging markets fixed income

      212  212   290  290 

    Insurance contracts

      34  34   23  23 

    Private equity

     5 22 149 176  1 26 156 183 

    Hedge funds

       127 127  2  136 138 

    Real estate

     71  621 692  79  696 775 

    Commodities

          29   29 
                      

    Total

     4,357 2,895 897 8,149  4,591 3,431 988 9,010 
                      

            The following table represents the movements of those asset categories whose fair valuevalues use significant unobservable inputs (Level 3):

    ($ in millions)
    ($ in millions)
     Private
    equity
     Hedge
    funds
     Real
    estate
     Total
    Level 3
      Private
    equity
     Hedge
    funds
     Real
    estate
     Total
    Level 3
     

    Balance at January 1, 2009

     152 137 603 892 

    Balance at January 1, 2010

     149 127 621 897 

    Return on plan assets:

    Return on plan assets:

      

    Assets still held at December 31, 2009

     (8) (2) 2 (8)

    Assets sold during the year

     (1) (22) (1) (24)

    Purchases (sales)

     5 6 (4) 7 

    Transfers into Level 3

      18  18 

    Exchange rate differences

     1 (10) 21 12 
             

    Balance at December 31, 2009

     149 127 621 897 

    Return on plan assets:

     

    Assets still held at December 31, 2010

     21 4 9 34 

    Assets sold during the year

     (5) (4)  (9)

    Assets still held at December 31, 2010

     21 4 9 34 

    Assets sold during the year

     (5) (4)  (9)

    Purchases (sales)

    Purchases (sales)

     (12)  5 (7) (12)  5 (7)

    Transfers into Level 3

    Transfers into Level 3

              

    Exchange rate differences

    Exchange rate differences

     3 9 61 73  3 9 61 73 
                      

    Balance at December 31, 2010

    Balance at December 31, 2010

     156 136 696 988  156 136 696 988 
                      

    Return on plan assets:

     

    Assets still held at December 31, 2011

     (3) (4) 12 5 

    Assets sold during the year

     22 (6) 7 23 

    Purchases (sales)

     (27) (14) 32 (9)

    Transfers into Level 3

     29  2 31 

    Exchange rate differences

      1 (8) (7)
             

    Balance at December 31, 2011

     177 113 741 1,031 
             

            Real estate properties are valued under the income approach using the discounted cash flow method, by which the market value of a property is determined as the total of all projected future earnings discounted to the valuation date. The discount rates are determined for each property individually according to the property's location and specific use, and by considering initial yields of comparable market transactions.

            Private equity investments include investments in partnerships and related funds. Such investments consist of both publicly-traded and privately-held securities. Publicly-traded securities that are not quoted in active markets are valued using available quotes and adjusted


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)


    quoted in active markets are valued using available quotes and adjusted for liquidity restrictions. Privately-held securities are valued taking into account various factors, such as the most recent financing involving unrelated new investors, earnings multiple analyses using comparable companies and discounted cash flow analyses.

            Hedge funds are normally not exchange-traded and the shares of the funds are not redeemed daily. Depending on the fund structure, the fair values are derived through modeling techniques based on the values of the underlying assets adjusted to reflect liquidity and transferability restrictions.

    Contributions

            Employer contributions were as follows:


     2010 2009 2010 2009  2011 2010 2011 2010 
    ($ in millions)
     Defined
    pension benefits
     Other
    postretirement
    benefits
      Defined
    pension
    benefits
     Other
    postretirement
    benefits
     

    Total contributions to defined benefit pension and other postretirement benefit plans

     567 307 13 13  305 567 16 13 

    Of which, discretionary contributions to defined benefit pension plans

     331 49    36 331   

            In 2010, the discretionary contributions included a non-cash contribution of $213 million of available-for-sale securities to one of the Company's pension plans in Germany.

            The Company expects to contribute approximately $294$297 million to its defined benefit pension plans and $17$18 million to its other postretirement benefit plans in 2011.2012.

            The Company also maintains severala number of defined contribution plans. The expense for these plans was $144 million, $97 million and $91 million in 2011, 2010 and $922009, respectively. The acquisition of Baldor resulted in a $32 million increase in 2010, 2009 and 2008, respectively.expense in 2011 compared to 2010.

            The Company also contributed $5 million, $30 million $18 million and $22$18 million to multi-employer plans in 2011, 2010 2009 and 2008,2009, respectively. In the United States,Japan, a withdrawal from a multi-employer plan in 2009scheduled for 2012 resulted in an $11a $5 million provision.provision in 2011.

    Estimated future benefit payments

            The expected future cash flows to be paid by the Company's plans in respect of pension and other postretirement benefit plans at December 31, 20102011 are as follows:


     Pension
    benefits
     Other postretirement benefits   
     Other postretirement benefits 
    ($ in millions)
      
     Benefit
    payments
     Medicare
    subsidies
      Pension benefits Benefit payments Medicare subsidies 

    2011

     594 18 (1)

    2012

     584 18 (1) 609 19 (1)

    2013

     579 18 (1) 614 20 (1)

    2014

     569 18 (1) 594 20 (1)

    2015

     565 18 (1) 586 20 (1)

    Years 2016–2020

     2,844 92 (7)

    2016

     593 20 (1)

    Years 2017 - 2021

     2,892 100 (7)

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 17—Employee benefits (Continued)

            The Medicare subsidies column representsrepresent payments estimated to be received from the United States government as part of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The United States government began making the subsidy payments for employers in 2006.

    Note 18—Share-based payment arrangements

            The Company has three share-based payment plans, as more fully described in the respective sections below. Compensation cost for equity-settled awards is recorded in "Total cost of sales" and in "Selling, general and administrative expenses" and totaled $66$67 million, $66 million and $63$66 million in 2011, 2010 2009 and 2008,2009, respectively. Compensation cost for cash-settled awards is recorded in "Selling, general and administrative expenses" and is disclosed in the WAR, LTIP and Other share-based payments sections of this note. The total tax benefit recognized in 2011, 2010 2009 and 2008,2009, was not significant.

            At December 31, 2010,2011, the Company had the ability to issue up to 2994 million new shares out of contingent capital in connection with share-based payment arrangements. In addition, 2524 million shares held by the Company in treasury stock at December 31, 2010,2011, could be used to settle share-based payment arrangements.

            As the primary trading market for the shares of ABB Ltd is the SIX Swiss Exchange, on which the shares are traded in Swiss francs, certain data disclosed below related to the instruments granted under share-based payment arrangements are presented in Swiss francs.

    MIP

            Under the MIP, the Company offers physically-settled warrants, cash-settled warrant appreciations rights (WARs)WARs and options (and prior to the 2010 launch offered also physically-settled warrants) to key employees for no consideration.

            The warrants and options granted under the MIP allow participants to purchase shares of ABB Ltd at predetermined prices. Participants may sell the warrants and options rather than exercise the right to purchase shares. Equivalent warrants are listed by a third-party bank on the SIX Swiss Exchange, which facilitates pricing and transferability of warrants granted under this plan. The options entitle the holder to request that a third-party bank purchase such options at the market price of equivalent listed warrants related to that MIP launch. If the participant elects to sell the warrants or options, the instruments will thereafter be held by a third party and, consequently, the Company's obligation to deliver shares will be toward this third party. Each WAR gives the participant the right to receive, in cash, the market price of an equivalent listed warrant on the date of exercise of the WAR. The WARs are non-transferable.

            Participants may exercise or sell warrants and options and exercise WARs after the vesting period, which is three years from the date of grant. Vesting restrictions can be waived in certain circumstances such as death or disability. All warrants, options and WARs expire six years from the date of grant.

    Warrants and options

            The fair value of each warrant and option is estimated on the date of grant using a lattice model that uses the assumptions noted in the table below. Expected volatilities are based on implied volatilities from equivalent listed warrants on ABB Ltd shares. The expected term of the warrants and options granted has been assumed to be the contractual six-year life of each warrant and option, based


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)


    on the fact that after the vesting period, a participant can elect to sell the warrant or option rather than exercise the right to purchase shares, thereby realizing the time value of the warrants and options. The risk-free rate is based on a six-year Swiss franc interest rate, reflecting the six-year contractual life of the warrants and options. In estimating forfeitures, the Company has used the data from previous comparable MIP launches.


     2010 grant 2009 grant 2008 grant  2011 grant 2010 grant 2009 grant 

    Expected volatility

     30% 41% 36%  26% 30% 41%

    Dividend yield

     2.35% 2.34% 1.42%  2.44% 2.35% 2.34%

    Expected term

     6 years 6 years 6 years  6 years 6 years 6 years 

    Risk-free interest rate

     1.20% 1.93% 3.36%  1.59% 1.20% 1.93%

            Presented below is a summary of the activity related to warrants and options:

     
     Number of
    instruments
     Number of
    shares(1)
     Weighted-
    average
    exercise
    price
    (in Swiss
    francs)(2)
     Weighted-
    average
    remaining
    contractual
    term
    (in years)
     Aggregate
    intrinsic
    value (in
    millions of
    Swiss
    francs)(3)
     

    Outstanding at January 1, 2011

      128,114,150  25,622,830  25.00       

    Granted

      46,316,078  9,263,216  25.50       

    Exercised(4)

      (7,282,500) (1,456,500) 15.30       

    Forfeited

      (1,539,374) (307,875) 25.33       
                   

    Outstanding at December 31, 2011

      165,608,354  33,121,671  25.56  3.6  1.9 
                   

    Vested and expected to vest at December 31, 2011

      154,455,269  30,891,054  25.74  3.5  1.9 

    Exercisable at December 31, 2011

      65,225,668  13,045,134  29.23  2.0  1.9 

     
     Number of
    instruments
     Number of
    shares(1)
     Weighted-
    average
    exercise
    price
    (in Swiss
    francs)(2)
     Weighted-
    average
    remaining
    contractual
    term
    (in years)
     Aggregate
    intrinsic
    value (in
    millions of
    Swiss
    francs)(3)
     

    Outstanding at January 1, 2010

      93,891,775  18,778,355  25.42       

    Granted

      38,861,000  7,772,200  22.50       

    Exercised(4)

      (3,439,165) (687,833) 7.50       

    Forfeited

      (1,199,460) (239,892) 27.17       
                   

    Outstanding at December 31, 2010

      128,114,150  25,622,830  25.00  3.8  21 
                   

    Vested and expected to vest at December 31, 2010

      118,728,575  23,745,715  24.92  3.7  20 

    Exercisable at December 31, 2010

      44,660,530  8,932,106  23.72  2.3  13 

    (1)
    Information presented reflects the number of shares of ABB Ltd that can be received upon exercise, as warrants and options have a conversion ratio of 5:1.

    (2)
    Information presented reflects the exercise price per share of ABB Ltd.

    (3)
    Computed using the closing price, in Swiss francs, of ABB Ltd shares on the SIX Swiss Exchange and the exercise price per share of ABB Ltd.

    (4)
    The cash received upon exercise amounted to $5$26 million. The shares were issued out of contingent capital.

            Of the outstanding instruments at December 31, 2011, 2010 and 2009, and 2008,22.9 million, 17.6 million 8.8 million and 3.08.8 million, respectively, have been sold to a third-partythird party by participants, representing 4.6 million, 3.5 million 1.8 million and 0.61.8 million shares, respectively.

            At December 31, 2010,2011, there was $42$46 million of total unrecognized compensation cost related to non-vested warrants and options granted under the MIP. That cost is expected to be recognized over a weighted-average period of 1.82.0 years. The weighted-average grant-date fair value of warrants and options granted during 2011, 2010 and 2009 and 2008 was 0.83 Swiss francs, 0.81 Swiss francs 1.15 Swiss francs and 2.321.15 Swiss francs, respectively. In 2011, 2010 2009 and 2008,2009, the aggregate intrinsic value (on the dates of exercise) of instruments exercised was 11 million Swiss francs, 9 million Swiss francs 5 million Swiss francs and 575 million Swiss francs, respectively.


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)

            Presented below is a summary, by launch, related to instruments outstanding at December 31, 2010:2011:

    Exercise price (in Swiss francs)(1)
     Number of
    instruments
     Number of
    shares(2)
     Weighted-average
    remaining
    contractual
    term (in years)
     

    15.30

      4,085,000  817,000  0.1 

    26.00

      26,475,740  5,295,148  1.4 

    36.40

      27,806,410  5,561,282  2.4 

    19.00

      23,045,500  4,609,100  3.4 

    22.50

      38,283,500  7,656,700  4.4 

    25.50

      45,912,204  9,182,441  5.4 
             

    Total number of instruments and shares

      165,608,354  33,121,671  3.6 
             

    Exercise price (in Swiss francs)(1)
     Number of
    instruments
     Number of shares(2) Weighted-average
    remaining
    contractual term
    (in years)
     

    15.30

      11,367,500  2,273,500  1.1 

    26.00

      26,500,740  5,300,148  2.4 

    36.40

      28,119,410  5,623,882  3.4 

    19.00

      23,415,500  4,683,100  4.4 

    22.50

      38,711,000  7,742,200  5.4 
             

    Total number of instruments and shares

      128,114,150  25,622,830  3.8 
             

    (1)
    Information presented reflects the exercise price per share of ABB Ltd.

    (2)
    Information presented reflects the number of shares of ABB Ltd that can be received upon exercise.

    WARs

            As each WAR gives the holder the right to receive cash equal to the market price of an equivalent listed warrant on date of exercise, the Company records a liability based upon the fair value of outstanding WARs at each period end, accreted on a straight-line basis over the three-year vesting period. In "Selling, general and administrative expenses", the Company recorded income of $8 million, and expense of $8 million expense ofand $17 million for 2011, 2010 and income of $83 million for 2010, 2009, and 2008, respectively, as a result of changes in both the fair value and vested portion of the outstanding WARs. To hedge its exposure to fluctuations in the fair value of outstanding WARs, the Company purchased cash-settled call options, which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs. The cash-settled call options are recorded as derivatives measured at fair value (see Note 5), with subsequent changes in fair value recorded through earnings to the extent that they offset the change in fair value of the liability for the WARs. In 2011, 2010 2009 and 2008,2009, the Company recorded expense of $24 million, $10 million $1 million and $98$1 million, respectively, in "Selling, general and administrative expenses" related to the cash-settled call options.

            The aggregate fair value of outstanding WARs was $45$17 million and $64$45 million at December 31, 20102011 and 2009,2010, respectively. The fair value of WARs was determined based upon the trading price of equivalent warrants listed on the SIX Swiss Exchange.


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)

            Presented below is a summary of the activity related to WARs:

     
     Number of WARs 

    Outstanding at January 1, 20102011

      63,799,43558,401,395 

    Granted

      9,355,25010,453,300 

    Exercised

      (13,522,4156,781,355)

    Forfeited

      (1,230,875735,000)
        

    Outstanding at December 31, 20102011

      58,401,39561,338,340 
        

    Exercisable at December 31, 20102011

      16,578,12522,405,040 

            The aggregate fair value at date of grant of WARs granted in 2011, 2010 and 2009 and 2008 was $10 million, $7 million $22 million and $33$22 million, respectively. In 2011, 2010 2009 and 2008,2009, share-based liabilities of $7 million, $25 million $20 million and $53$20 million, respectively, were paid upon exercise of WARs by participants.

    ESAP

            The employee share acquisition plan (ESAP) is an employee stock-option plan with a savings feature. Employees save over a twelve-month period, by way of monthly salary deductions. At the end of the savings period, employees choose whether to exercise their stock options using their savings plus interest to buy ABB Ltd shares (American Depositary Shares (ADS) in the case of employees in the United States—States and Canada—each ADS representing one registered share of the Company) at the exercise price set at the grant date, or have their savings returned with interest. The savings are accumulated in a bank account held by a third-party trustee on behalf of the participants and earn interest. Employees can withdraw from the ESAP at any time during the savings period and will be entitled to a refund of their accumulated savings.

            The fair value of each option is estimated on the date of grant using the same option valuation model as described under the MIP, using the assumptions noted in the table below. The expected term of the option granted has been determined to be the contractual one-year life of each option, at the end of which the options vest and the participants are required to decide whether to exercise their options or have their savings returned with interest. The risk-free rate is based on one-year Swiss franc interest rates, reflecting the one yearone-year contractual life of the options. In estimating forfeitures, the Company has used the data from previous ESAP launches.


     2010 grant 2009 grant 2008 grant  2011 grant 2010 grant 2009 grant 

    Expected volatility

     27% 35% 57% 33% 27% 35%

    Dividend yield

     2.49% 2.07% 2.61% 3.13% 2.49% 2.07%

    Expected term

     1 year 1 year 1 year  1 year 1 year 1 year 

    Risk-free interest rate

     0.26% 0.37% 1.44% 0% 0.26% 0.37%

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)

            Presented below is a summary of activity under the ESAP:

     
     Number of
    shares(1)
     Weighted-average
    exercise price
    (in Swiss francs)(2)
     Weighted-average
    remaining
    contractual
    term (in years)
     Aggregate
    intrinsic value
    (in millions of
    Swiss francs)(2)(3)
     

    Outstanding at January 1, 2011

      4,140,440  20.46       

    Granted

      4,904,690  15.98       

    Forfeited

      (205,600) 20.35       

    Exercised(4)

      (20,366) 20.46       

    Not exercised (savings returned plus interest)

      (3,919,624) 20.46       
                 

    Outstanding at December 31, 2011

      4,899,540  15.98  0.8  8.3 
                 

    Vested and expected to vest at December 31, 2011

      4,693,788  15.98  0.8  8.0 

    Exercisable at December 31, 2011

             

     
     Number of
    shares(1)
     Weighted-
    average
    exercise
    price (in
    Swiss
    francs)(2)
     Weighted-
    average
    remaining
    contractual
    term
    (in years)
     Aggregate
    intrinsic
    value
    (in millions
    of Swiss
    francs)(2)(3)
     

    Outstanding at January 1, 2010

      4,862,440  19.36       

    Granted

      4,140,440  20.46       

    Forfeited

      (209,140) 19.36       

    Exercised(4)

      (3,201,979) 19.36       

    Not exercised (savings returned plus interest)

      (1,451,321) 19.36       
                 

    Outstanding at December 31, 2010

      4,140,440  20.46  0.8  1.5 
                 

    Vested and expected to vest at December 31, 2010

      3,966,542  20.46  0.8  1.5 

    Exercisable at December 31, 2010

             

    (1)
    Includes shares represented by ADS.

    (2)
    Information presented for ADS is based on equivalent Swiss franc denominated awards.

    (3)
    Computed using the closing price, in Swiss francs, of ABB Ltd shares on the SIX Swiss Exchange and the exercise price of each option in Swiss francs.

    (4)
    The cash received upon exercise amounted to $62 million and the corresponding tax benefit waswere not significant. The shares were issued out of treasury shares.

            The exercise prices per ABB Ltd share and per ADS of 15.98 Swiss francs and $18.10, respectively, for the 2011 grant, 20.46 Swiss francs and $20.55, respectively, for the 2010 grant and 19.36 Swiss francs and $18.75, respectively, for the 2009 grant, and 15.30 Swiss francs and $12.98, respectively, for the 2008 grant were determined using the closing price of the ABB Ltd share on SIX Swiss Exchange and ADS on the New York Stock Exchange on the respective grant dates.

            At December 31, 2010,2011, there was $7$8 million of total unrecognized compensation cost related to non-vested options granted under the ESAP. That cost is expected to be recognized over the first ten months of 20112012 in "Total cost of sales" and in "Selling, general and administrative expenses". The weighted-average grant-date fair value of options granted during 2011, 2010 and 2009, and 2008, was 1.89 Swiss francs, 1.96 Swiss francs 2.55 Swiss francs and 3.342.55 Swiss francs, respectively. The total intrinsic value (on the dates of exercise) of options exercised in 2010 and 2009 was 3.5 million Swiss francs and 22 million Swiss francs, respectively. NoIn 2011, the amount of options exercised and the related intrinsic value (on date of exercise) were exercised in 2008.insignificant.

    LTIP

            The Company has a long-term incentive plan (LTIP) for members of its Executive Committee and selected other executives (Eligible Participants), as defined in the terms of the LTIP and determined by the Company's Governance, Nomination and Compensation Committee. The LTIP involves annual conditional grants of the Company's stock to such Eligible Participants that are subject to certain conditions. The 2011 and 2010 launchlaunches under the LTIP is composed of two components—a share-price performance component and a retention component. The 2009 and 2008 LTIP launches are each composed of two components—a share-price performance component and a co-investment component.


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)

    share-price performance component and a retention component. The 2009 LTIP launch is composed of two components—a share-price performance component and a co-investment component.

            Under the share-price performance component, the number of shares granted is dependent upon the base salary of the Eligible Participant. The actual number of shares that will vest at a future date is dependent on (i) the performance of ABB Ltd shares during a defined period (Evaluation Period) compared to those of a selected peer group of publicly-listed multinational companies and (ii) the term of service of the respective Eligible Participant in their capacity as an Eligible Participant during the Evaluation Period. The actual number of shares that vest after the Evaluation Period cannot exceed 100 percent of the conditional grant.

            The performance of the Company compared to its peers over the Evaluation Period will be measured as the sum, in percentage terms, of the average percentage price development of the ABB Ltd share price over the Evaluation Period and an average annual dividend yield percentage (the Company's Performance). In order for shares to vest, the Company's Performance over the Evaluation Period must be positive and equal to or better than half of the defined peers. The actual number of shares to be delivered by the Company, after the end of the Evaluation Period, will be dependent on the Company's ranking in comparison with the defined peers. The full amount of the grant will vest if the Company's Performance is positive and better than three-quarters of the defined peers. For the 2010 and 2009 LTIP launches, ifIf the Company's Performance is negative but other conditions are met, a reduced number of shares will vest. In addition, for the 2010 and 2009 LTIP launches, if the Company's net income (adjusted for the financial impact of items that are, in the opinion of the Company's Board, non-operating, non-recurring or unforeseen—such as divestments and acquisitions) is negative for the year preceding the year in which the Evaluation Period ends, no shares will vest, irrespective of the outcome of the Company's Performance.

            Under the co-investment component of the 2009 and 2008 LTIP launches,launch, each Eligible Participant was invited to invest in the Company's shares, up to an individually defined maximum number of shares. If the Eligible Participant remains the owner of such shares until the end of the Evaluation Period, the Company will deliver free-of-charge to the Eligible Participant a matching number of shares.

            Under the retention component of the 2011 and 2010 LTIP launch,launches, each Eligible Participant was conditionally granted an individually defined maximum number of shares which fully vest at the end of the Evaluation Period (if the participant remains an Eligible Participant till the end of such period).

            The method of settlement of vested shares varies for each LTIP launch. For the 2011 and 2010 LTIP launch,launches, under the share-price performance component, an Eligible Participant receives, in cash, 100 percent of the value of the shares that have vested. Under the retention component, an Eligible Participant can elect to receivereceives 70 percent of the shares that have vested in the form of shares (Equity-Settled Awards) and 30 percent of the value of the shares that have vested in cash (the remaining 70(Cash-Settled Awards), with the possibility to elect to receive the 30 percent can only be receivedportion also in the form of shares).shares rather than cash. For the 2009 LTIP launch, under both components, an Eligible Participant can elect to receive 30 percentthe same settlement conditions apply as for the retention component of the value of the shares that have vested in cash (the remaining 70 percent, under both components, can only be received in the form of shares). In December 2009, the 20082011 and 20072010 LTIP launches were modified to also allow the Eligible Participants in those launches to receive 30 percent of the value of the vested shares in cash (the remaining 70 percent continued to be receivable only in the form of shares). The additional compensation cost as a result of such modification was not significant.

            For the purposes of the disclosures below, the portion of awards that can only be received in the form of shares are termed Equity-Settled Awards while awards that can be only received in cash, aslaunches.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)

    well as the portion of the awards that the Eligible Participant can elect to receive in cash, are termed Cash-Settled Awards.

            Presented below is a summary of launches of the LTIP outstanding at December 31, 2010:2011:

    Launch year
     Evaluation Period Reference price
    (Swiss francs)(1)
     

    2009

     March 15, 2009, to March 15, 2012  14.16 

    2010

     March 15, 2010, to March 15, 2013  21.63 

    2011

     March 15, 2011, to March 15, 2014  22.25 

    Launch year
     Evaluation Period Reference price
    (Swiss francs)(1)
     

    2008

     March 15, 2008, to March 15, 2011  26.20 

    2009

     March 15, 2009, to March 15, 2012  14.16 

    2010

     March 15, 2010, to March 15, 2013  21.63 

    (1)
    For the purpose of comparison with the peers, the reference price is calculated as the average of the closing prices of the ABB Ltd share on the SIX Swiss Exchange over the 20 trading days preceding March 15 of the respective launch year.

            Presented below is a summary of activity under the LTIP:

     
     Number of shares  
     
     
     Equity &
    Cash or
    choice of
    100% Equity
    Settlement(1)
     Only Cash
    Settlement(2)
     Total Weighted-average
    grant-date
    fair value
    per share
    (Swiss francs)
     

    Nonvested at January 1, 2011

      2,337,021  228,913  2,565,934  16.17 

    Granted

      487,814  300,986  788,800  17.91 

    Vested

      (169,260)   (169,260) 28.34 

    Expired(3)

      (698,392) (13,714) (712,106) 25.51 

    Forfeited

      (103,362) (19,157) (122,519) 12.37 
               

    Nonvested at December 31, 2011

      1,853,821  497,028  2,350,849  13.25 
               

     
     Number of shares  
     
     
     Weighted-average
    grant-date fair
    value per share
    (Swiss francs)
     
     
     Choice of Equity
    or Equity/Cash
    Settlement(1)
     Only Cash
    Settlement(2)
     Total 

    Nonvested at January 1, 2010

      2,492,234    2,492,234  18.41 

    Granted

      348,446  228,913  577,359  13.79 

    Vested

      (471,491)   (471,491) 24.50 

    Expired(3)

      (32,168)   (32,168) 24.50 
               

    Nonvested at December 31, 2010

      2,337,021  228,913  2,565,934  16.17 
               

    (1)
    Shares that, subject to vesting, the Eligible Participant can elect to receive either i) 100 percent in the form of shares or ii) 30 percent of the value in cash (the remaining 70 percent can only be received in the form of shares).shares.

    (2)
    Shares that, subject to vesting, the Eligible Participant can only receive in cash.

    (3)
    Expired as the criteria for the Company's Performance condition were not satisfied.

            Equity-Settled Awards are recorded in the "Capital stock and additional paid-in capital" component of stockholders' equity, with compensation cost recorded in "Selling, general and administrative expenses" over the vesting period (which is from grant date to the end of the Evaluation Period) based on the grant-date fair value of the shares. The Cash-Settled Awards are recorded as a liability remeasured at fair value at each reporting date for the percentage vested, with changes in the liability recorded in "Selling, general and administrative expenses".

            At December 31, 2010,2011, there was $10$9 million of total unrecognized compensation cost related to Equity-Settled Awards under the LTIP. That cost is expected to be recognized over a weighted-average period of 1.51.8 years. The compensation cost recorded in 2011, 2010 and 2009 for Cash-Settled Awards was not significant. There were no Cash-Settled Awards in 2008 under LTIP.

            The aggregate fair value, at the dates of grant, of shares granted in 2011, 2010 2009 and 2008,2009, was approximately $16 million, $7 million $13 million and $21$13 million, respectively. The total grant-date fair value of shares that vested during 2011, 2010 and 2009 and 2008 was $5 million, $10 million $2 million and $13$2 million, respectively. The weighted-average grant-date fair value of shares granted during 2011, 2010 and 2009, and 2008, was 17.91 Swiss francs, 13.79 Swiss francs 9.83 Swiss francs and 31.479.83 Swiss francs, respectively.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 18—Share-based payment arrangements (Continued)

            For the share-price performance component of the 2011, 2010 and 2009 LTIP launches, the fair value of the shares relating to the Equity-Settled Awards is based on the market price of the ABB Ltd share on grant date, adjusted for the probability of vesting as computed using a Monte Carlo simulation model at grant date. The main inputs to the Monte Carlo simulation model for the grant-date fair value of the Equity-Settled Awards for the Company and each peer company are as follows:

     LTIP 2011
    Launch
     LTIP 2010
    Launch
     LTIP 2009
    Launch
     
    Equity-Settled Awards at grant dates of
     LTIP 2010
    Launch
     LTIP 2009
    Launch
      From To From To From To 

     From  To  From  To  

    Input ranges for:

      

    —Option implied volatilities (%)

     19.5 53.5 5.6 51.5  10.4 41.8 19.5 53.5 5.6 51.5 

    —Risk-free rates (%)

     1.9 4.3 2.2 4.1  2.1 4.4 1.9 4.3 2.2 4.1 

    —Equity betas

     0.83 1.31 0.81 1.29  0.83 1.30 0.83 1.31 0.81 1.29 

    —Equity risk premiums (%)

     6.0 8.0 6.0 8.0  5.0 7.0 6.0 8.0 6.0 8.0 

            The fair value of the shares relating to the Cash-Settled Awards is based on the market price of the ABB Ltd share at each reporting date adjusted for the probability of vesting as computed using a Monte Carlo simulation model at each reporting date. The main inputs to the Monte Carlo simulation model for the December 31, 20102011 and 2009,2010, fair values of the Cash-Settled Awards for the Company and each peer company are as follows:


     December 31,  December 31, 

     2010 2009  2011 2010 
    Cash-Settled Awards at


    Input ranges for:
     
    From To From To 
    Cash-Settled Awards at
     From To From To 

    Input ranges for:

     

    —Option implied volatilities (%)

     12.5 46.4 16.0 51.1  16.6 49.8 12.5 46.4 

    —Risk-free rates (%)

     1.8 4.4 2.3 4.6  1.0 3.7 1.8 4.4 

    —Equity betas

     0.84 1.30 0.83 1.31  0.86 1.26 0.84 1.30 

    —Equity risk premiums (%)

     6.0 8.0 6.0 8.0  5.0 7.0 6.0 8.0 

            For the share-price performance component of launches up to and including the 2008 LTIP launch, the fair value of the granted shares was the market price of the ABB Ltd share on grant date for the Equity-Settled Awards and the market price of the ABB Ltd share at each reporting date for the Cash-Settled Awards.

            For the retention component under the 2011 and 2010 LTIP launch and the co-investment component under all otherthe 2009 LTIP launches,launch, the fair value of the shares is the market price of the ABB Ltd share on grant date for the Equity-Settled Awards and on each reporting date for the Cash-Settled Awards.

    Other share-based payments

            The Company has other minor share-based payment arrangements with certain individual employees. In December 2009, such arrangements then outstanding were modified to give the participants the right to receive, upon vesting, 30 percent of the value of the vested shares in cash. The additional compensation cost as a result of such modification was not significant. The compensation cost recorded in "Selling, general and administrative expenses" in 2011, 2010 and 2009, for the cash-settled arrangements was not significant. There were no such cash-settled arrangements in 2008.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 19—Stockholders' equity

            At December 31, 2011, the Company had 2,818,782,064 authorized shares, of which 2,314,743,264 were registered and issued. At December 31, 2010, the Company had 2,747,639,755 authorized shares, of which 2,308,782,064 were registered and issued. At December 31, 2009, the Company had 2,770,314,755 authorized shares, of which 2,329,324,797 were registered and issued.

            In February 2008, the Company announced a share-buyback program of up to a maximum value of 2.2 billion Swiss francs (equivalent to $2 billion at then-current exchange rates) with the intention of completing the buyback program prior toAt the Annual General Meeting of Shareholders (AGM) in 2010 andApril 2011, shareholders approved the payment of proposing the cancellationa dividend of 0.60 Swiss francs per share, out of the shares at that meeting. Upcapital contribution reserve in stockholders' equity of the unconsolidated statutory financial statements of ABB Ltd, prepared in accordance with Swiss law. The dividend was paid in May 2011 and amounted to December 31, 2008, a total of 22.675 million shares were repurchased under the program at a total cost of 652 million Swiss francs ($619 million, using exchange rates effective$1,569 million. In April 2010, at the respective repurchase dates) and were included in "Treasury stock". No repurchases took place under the program in 2009 and 2010. At the Annual General Meeting in April 2010, shareholders approved a proposal to cancel the 22.675 million repurchased shares and these were cancelled in July 2010, reducing the number of total issued shares.

            Also at the Annual General Meeting in April 2010,AGM, shareholders approved the payment of a dividend in the form of a nominal value reduction of 0.51 Swiss francs per share, reducing the nominal value of ABB Ltd's shares from 1.54 Swiss francs per share to 1.03 Swiss francs per share. The distribution, paid in July 2010 and equivalent to $1,112 million, resulted in a reduction in capital stock and additional paid-in capital.

            In At the AGM in May 2009, at the Annual General Meeting, shareholders approved a proposal to reduce the nominal value of ABB Ltd's shares from 2.02 Swiss francs per share to 1.54 Swiss francs per share and to distribute the 0.48 Swiss francs per share to shareholders. The distribution, equivalent to $1,024 million, resulted in a reduction in capital stock and additional paid-in capital.

            At the Annual General Meetings in May 2008, shareholders approved a proposal to reduce the nominal value of ABB Ltd's shares from 2.50 Swiss francs per share to 2.02 Swiss francs per share and to distribute the 0.48 Swiss francs per share to shareholders. The distribution, equivalent to $1,060 million, resulted in a reduction in capital stock and additional paid-in capital.

            Separately, duringDuring 2010, the Company purchased on the open market an aggregate of 12.1 million of its own shares for use in connection with its employee incentive plans. These transactions resulted in an increase in "Treasury stock" of $228 million. During 2011 and 2009, there were no purchases or sales of treasury stock on the open market.

            Upon and in connection with each launch of the Company's MIP, the Company sold call options to a bank at fair value, giving the bank the right to acquire shares equivalent to the number of shares represented by the MIP warrant and WAR awards to participants. Under the terms of the agreement with the bank, the call options can only be exercised by the bank to the extent that MIP participants have either sold or exercised their warrants or exercised their WARs.

            In 2011, 2010 2009 and 2008,2009, the bank exercised a portion of the call options held that had been issued at fair value. As a result, in 2011, 2010 and 2009, and 2008, approximately 6.0 million, 2.1 million 1.0 million and 6.81.0 million shares, respectively, were issued by the Company resulting in a netan increase in capital stock and additional paid-in capital of $105 million, $16 million and $7 million, respectively. In February 2012, the bank exercised another portion of the call options and $49the Company issued 2.7 million respectively.shares out of treasury stock.

            At December 31, 2010,2011, such call options representing 207.9 million shares and with strike prices ranging from 15.30 to 36.40 Swiss francs were held by the bank. TheseOf these, call options with a strike price of 15.30 Swiss francs and representing 2.7 million shares were exercised in February 2012. The remaining call options expire in periods ranging from February 2012May 2013 to May 2016.2015. However, at December 31, 2010, only 31.7 million of these instruments, with strike prices ranging from 15.3019.00 to 36.40 Swiss francs, could be exercised at February 29, 2012, under the terms of the agreement with the bank.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 19—Stockholders' equity (Continued)

            In addition to the above, at December 31, 2010,2011, the Company had further outstanding obligations to deliver:

      up to 2.8 million shares, at a strike price of 26.00 Swiss francs, relating to the options granted under the 2007 launch of the MIP, vesting in May 2010 and expiring in May 2013,

    Table of Contents



    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 19—Stockholders' equity (Continued)

      up to 3.0 million shares, at a strike price of 36.40 Swiss francs, relating to the options granted under the 2008 launch of the MIP, vesting in May 2011 and expiring in May 2014,

      up to 4.64.5 million shares, at a strike price of 19.00 Swiss francs, relating to the options granted under the 2009 launch of the MIP, vesting in May 2012 and expiring in May 2015,

      up to 7.7 million shares, at a strike price of 22.50 Swiss francs, relating to the options granted under the 2010 launch of the MIP, vesting in May 2013 and expiring in May 2016,

      up to 4.19.2 million shares, at a strike price of 20.4625.50 Swiss francs, relating to the options granted under the 2011 launch of the MIP, vesting in May 2014 and expiring in May 2017,

      up to 4.9 million shares, at a strike price of $18.10 (to employees in the U.S. and Canada) and at a strike price of 15.98 Swiss francs (to employees in other countries) under the ESAP, vesting and expiring in November 2011,2012,

      up to 2.32.0 million shares free-of-charge to Eligible Participants under the 2011, 2010 2009 and 20082009 launches of the LTIP, vesting and expiring in March 2014, 2013 2012 and 2011,2012, respectively, and

      less than half a million shares in connection with certain other share-based payment arrangements with employees.

            See Note 18 for a description of the above share-based payment arrangements.

            In November 2010, the Company delivered 3.2 million shares, from treasury stock, for the purposes of fulfilling the Company's obligations under the ESAP. This resulted in a net increase in capital stock and additional paid-in capital of $10 million and a reduction in treasury stock of $52 million. In November 2009, the Company issued 5.5 million shares, from contingent capital stock, for the purposes of fulfilling the Company's obligations under the ESAP. This share issuance resulted in an increase in capital stock and additional paid-in capital of $83 million. NoIn 2011, the number of shares were issueddelivered under the ESAP in 2008.was not significant.

            Dividends are payable to the Company's stockholders based on the requirements of Swiss law, ABB Ltd's Articles of Incorporation and stockholders' equity as reflected in the unconsolidated financial statements of ABB Ltd, Zurich, prepared in compliance with Swiss law. At December 31, 2010,2011, of the 12,49312,483 million Swiss francs total stockholders' equity reflected in such unconsolidated financial statements, 2,3782,384 million Swiss francs represents share capital and 10,11510,099 million Swiss francs represent reserves. Of these reserves, 532512 million Swiss francs (representing legal reserves for own shares) and 4761,000 million Swiss francs (representing 20 percent of the share capital)ordinary legal reserves) are restricted.

            In February 2011,2012, the Company announced that a proposal will be put to the 20112012 Annual General Meeting to distribute 0.600.65 Swiss francs per share to shareholders.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 20—Earnings per share

            Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year. Diluted earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise outstanding written call options and outstanding options and shares granted subject to certain conditions under the Company's share-based payment arrangements. In 2011, 2010 2009 and 2008,2009, outstanding securities representing a


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 20—Earnings per share (Continued)

    maximum of 39 million, 26 million 41 million and 2441 million shares, respectively, were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive.

    Basic earnings per share:

    ($ in millions, except per share data in $)
     2010 2009 2008  2011 2010 2009 

    Amounts attributable to ABB shareholders:

      

    Income from continuing operations

     2,551 2,884 3,142 

    Income (loss) from discontinued operations, net of tax

     10 17 (24)

    Income from continuing operations, net of tax

     3,159 2,551 2,884 

    Income from discontinued operations, net of tax

     9 10 17 
                  

    Net income

     2,561 2,901 3,118  3,168 2,561 2,901 
                  

    Weighted-average number of shares outstanding (in millions)

     
    2,287
     
    2,284
     
    2,287
      2,288 2,287 2,284 

    Basic earnings (loss) per share attributable to ABB shareholders:

     

    Income from continuing operations

     1.12 1.26 1.37 

    Income (loss) from discontinued operations, net of tax

      0.01 (0.01)

    Basic earnings per share attributable to ABB shareholders:

     

    Income from continuing operations, net of tax

     1.38 1.12 1.26 

    Income from discontinued operations, net of tax

       0.01 
                  

    Net income

     1.12 1.27 1.36  1.38 1.12 1.27 
                  

    Diluted earnings per share:

    ($ in millions, except per share data in $)
     2010 2009 2008  2011 2010 2009 

    Amounts attributable to ABB shareholders:

      

    Income from continuing operations

     2,551 2,884 3,142 

    Income (loss) from discontinued operations, net of tax

     10 17 (24)

    Income from continuing operations, net of tax

     3,159 2,551 2,884 

    Income from discontinued operations, net of tax

     9 10 17 
                  

    Net income

     2,561 2,901 3,118  3,168 2,561 2,901 
                  

    Weighted-average number of shares outstanding (in millions)

     
    2,287
     
    2,284
     
    2,287
      2,288 2,287 2,284 

    Effect of dilutive securities:

      

    Call options and shares

     4 4 9  3 4 4 
                  

    Dilutive weighted-average number of shares outstanding

     2,291 2,288 2,296  2,291 2,291 2,288 
                  

    Diluted earnings (loss) per share attributable to ABB shareholders:

     

    Income from continuing operations

     1.11 1.26 1.37 

    Income (loss) from discontinued operations, net of tax

     0.01 0.01 (0.01)

    Diluted earnings per share attributable to ABB shareholders:

     

    Income from continuing operations, net of tax

     1.38 1.11 1.26 

    Income from discontinued operations, net of tax

      0.01 0.01 
                  

    Net income

     1.12 1.27 1.36  1.38 1.12 1.27 
                  

    Note 21—Restructuring and related expenses

    Restructuring-related activities

            In 2011, the Company executed minor restructuring-related activities and incurred costs of $164 million which were mainly recorded in total cost of sales. These costs related to employee severance ($83 million), estimated contract settlement, loss order and other costs ($53 million) as well as inventory and long-lived asset impairments ($28 million).


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 21—Restructuring and related expenses (Continued)

            At December 31, 2011 and 2010, the balance of restructuring and related liabilities is primarily included in "Provisions and other current liabilities".

    Cost take-out program

            In December 2008, the Company announced a two-year cost take-out program that aimed to sustainably reduce the Company's cost of sales and general and administrative expenses. The savings have been derived from initiatives such as internal process improvements, low-cost sourcing, and further measures to adjust the Company's global manufacturing and engineering footprint to shifts in customer demand. In the course of this program, the Company has implemented and will continue to execute various restructuring initiatives across all operating segments and regions. As of December 31, 2010, the Company hashad substantially completed the two-year cost take-out program.

            The Company recorded the following expenses under this program:

    ($ in millions)
     Cumulative costs
    2008 to 2010
     2010 2009 

    Employee severance costs

      536  95  342 

    Estimated contract settlement, loss order and other costs

      230  98  129 

    Inventory and long-lived asset impairments

      70  20  45 
            

    Total

      836  213  516 
            

            These expenses were recorded as follows:

    ($ in millions)
     Cumulative costs
    2008 to 2010
     2010 2009 

    Total cost of sales

      475  110  293 

    Selling, general and administrative expenses

      143  36  75 

    Other income (expense), net

      218  67  148 
            

    Total

      836  213  516 
            

            Costs incurred under the program, per operating segment, were as follows:

    ($ in millions)
     Costs incurred
    in 2010
     Cumulative costs
    incurred up to
    December 31, 2010
     

    Power Products

      44  122 

    Power Systems

      48  139 

    Discrete Automation and Motion

      35  256 

    Low Voltage Products

      36  114 

    Process Automation

      44  183 

    Corporate and Other

      6  22 
          

    Total

      213  836 
          

            The Company recorded the following expenses under this program:

    ($ in millions)
     2010 2009 2008 

    Total cost of sales

      110  293  72 

    Selling, general and administrative expenses

      36  75  32 

    Other income (expense), net

      67  148  3 
            

    Total

      213  516  107 
            

            These expenses consisted of the following:

    ($ in millions)
     2010 2009 2008 

    Employee severance costs

      95  342  99 

    Estimated contract settlement, loss order and other costs

      98  129  3 

    Inventory and long-lived asset impairments

      20  45  5 
            

    Total

      213  516  107 
            
    ($ in millions)
    Cumulative costs
    incurred up to
    December 31, 2010

    Power Products

    122

    Power Systems

    139

    Discrete Automation and Motion

    256

    Low Voltage Products

    114

    Process Automation

    183

    Corporate and Other

    22

    Total

    836

            The most significant individual exit plans within this program related to the Robotics reorganization, the downsizing of the former Automation Products business in France and Germany, as well as the Power Systems business in Germany.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 21—Restructuring and related expenses (Continued)

    Robotics reorganization

            In 2008, the Company initiated its plan to adjust its engineering, manufacturing and service capacities in the former Robotics segment, primarily in Western Europe and the U.S. as a result of the economic downturn in some of the segment's key markets and to increase the presence in emerging markets. This plan included closing certain production lines as well as employment reductions. Effective January 1, 2010, the former Robotics operating segment became part of the Discrete Automation and Motion operating segment.

            Liabilities associated with the Robotics reorganization consisted of the following:

    ($ in millions)
     Employee
    severance costs
     Contract
    settlement, loss
    order and other
    costs
     Total 

    Liability at January 1, 2009

      62    62 

    Expenses

      76  48  124 

    Cash payments

      (19) (7) (26)

    Exchange rate differences

      1    1 

    Change in estimates

      (3)   (3)
            

    Liability at December 31, 2009

      117  41  158 

    Expenses

      8  14  22 

    Cash payments

      (59) (21) (80)

    Exchange rate differences

      (7)   (7)

    Change in estimates

      (14) (3) (17)
            

    Liability at December 31, 2010

      45  31  76 
            

    Downsizing the former Automation Products business in France and Germany

            In 2008, the Company started to formulate its plan to downsize the production capacities in the former Automation Products business in France and Germany as a result of the economic downturn in some of this business' key markets. This plan included closing certain production lines in both countries as well as employment reductions.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 21—Restructuring and related expenses (Continued)

            Liabilities associated with the downsizing of the former Automation Products business in France and Germany consisted of the following:

    ($ in millions)
     Employee
    severance costs
     Contract
    settlement, loss
    order and other
    costs
     Total 

    Liability at January 1, 2009

      6    6 

    Expenses

      61  15  76 

    Cash payments

      (3) (3) (6)
            

    Liability at December 31, 2009

      64  12  76 

    Expenses

      29  6  35 

    Cash payments

      (25) (11) (36)

    Exchange rate differences

      (3) (2) (5)

    Change in estimates

        (2) (2)
            

    Liability at December 31, 2010

      65  3  68 
            

            Effective January 1, 2010, the former Automation Products segment was reorganized into two new segments, the Discrete Automation and Motion segment and the Low Voltage Products segment, while the instrumentation business was added to the Process Automation segment. Consequently, the liabilities and expenses associated with the downsizing of the former Automation Products business in France and Germany are now primarily reported in the Low Voltage Products and Process Automation segments. In addition, the Company executed other, individually insignificant restructuring initiatives in its automation segments across many countries.

    Downsizing the Power Systems business in Germany

            In 2009, the Company initiated its plan to adjust its engineering and service capacities in the Power Systems business in Germany as a result of the economic downturn in some of the segment's key markets and to increase the presence in emerging markets. This plan mainly included employment reductions.


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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 21—Restructuring and related expenses (Continued)

            Liabilities associated with the downsizing of the Power Systems business in Germany consisted of the following:

    ($ in millions)
     Employee
    severance costs
     Contract
    settlement, loss
    order and other
    costs
     Total 

    Liability at January 1, 2009

           

    Expenses

      37  6  43 

    Liability at December 31, 2009

      37  6  43 
            

    Expenses

      4    4 

    Cash payments

      (5) (3) (8)

    Exchange rate differences

      (5)   (5)

    Change in estimates

      (9)   (9)
            

    Liability at December 31, 2010

      22  3  25 
            

            In addition, the Company executed other individually insignificant restructuring initiatives in its Power Systems business across many countries.

            At December 31, 2010, the balance of restructuring and related liabilities is primarily included in "Provisions and other current liabilities".

    Note 22—Operating segment and geographic data

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

            Effective January 1, 2010, the Company reorganized its automation segments to align their activities more closely with those of its customers. The former Automation Products segment was reorganized into two new segments, the Discrete Automation and Motion segment and the Low Voltage Products segment. The former Robotics segment was incorporated into the new Discrete Automation and Motion segment, while the Process Automation segment remained unchanged except for the addition of the instrumentation business from the former Automation Products segment. The Power Products and Power Systems segments remained unchanged. Segment information for 2009 and 2008 and at December 31, 2009 and 2008, has been reclassified to reflect these organizational changes.

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

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

      Power Systems:  designs, installs and upgrades high-efficiency transmission and distribution systems and power plant automation and electrification solutions, including monitoring and

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 22—Operating segment and geographic data (Continued)

        control products, software and services and incorporating components manufactured by both the Company and by third parties.



      Discrete Automation and Motion:  manufactures and sells motors, generators, variable speed drives, programmable logic controllers, rectifiers, excitation systems, robotics, programmable logic controllers, and related services for a wide range of applications in factory automation, process industries, and utilities.

      Low Voltage Products:  manufactures products and systems that provide protection, control and measurement for electrical installations, as well as enclosures, switchboards, electronics and electromechanical devices for industrial machines, plants and related service. The segment also makes intelligent building control systems for home and building automation to improve comfort, energy efficiency and security.

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

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

            TheIn 2011, the Company evaluateschanged its primary measures of segment performance of its segments based onfrom earnings before interest and taxes which excludes(EBIT) and corresponding margin to operational earnings before interest, and dividend income, interest and other finance expense, provision for taxes, and income (loss) from discontinued operations, net of tax. The Company presents segment revenues, depreciation and amortization earnings before interest(Operational EBITDA) and taxes, capital expendituresOperational EBITDA margin (being Operational EBITDA as a percentage of Operational revenues).

            Operational EBITDA represents EBIT excluding depreciation and amortization, restructuring and restructuring-related expenses, adjusted for the following: (i) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized, (iii) unrealized foreign exchange movements on receivables/payables (and related assets/liabilities), (iv) acquisition-related expenses and (v) certain non-recurring items.

            Operational revenues are total assets. The Company accountsrevenues adjusted for intersegment salesthe following: (i) unrealized gains and transfers as iflosses on derivatives, (ii) realized gains and losses on derivatives where the sales and transfers were to third parties, at current market prices.underlying hedged transaction has


    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 22—Operating segment and geographic data (Continued)

        ��not yet been realized, and (iii) unrealized foreign exchange movements on receivables (and related assets).

            The CODM primarily reviews the results of each segment on a basis that is before the elimination of profits made on inventory sales between segments. Consequently, as of 2011, segment results below have been presented before these eliminations, with a total deduction for intersegment profits to arrive at the Company's consolidated Operational EBITDA. Furthermore, the Company refined its methodology to eliminate profit on inventory resulting from intersegment revenues. These changes in presentation resulted in no significant reclassifications between segments and no change to the Company's consolidated Operational EBITDA.

            In the following tables, summarize informationthe Company presents segment revenues, depreciation and amortization, Operational EBITDA, Operational EBITDA margin, as well as reconciliations of Operational EBITDA to EBIT and Operational revenues to total revenues, capital expenditure and total assets. Intersegment sales and transfers for each segment:2011, 2010 and 2009, are accounted for as if the sales and transfers were to third parties, at current market prices.


     2010 December 31, 2010  2011 
    ($ in millions)
     Third party
    revenues
     Intersegment
    revenues
     Total
    revenues
     Depreciation
    and
    amortization
     Earnings
    before interest
    and taxes(1)
     Capital
    expenditures(1)
     Total assets(1)  Third-party
    revenues
     Intersegment
    revenues
     Total
    revenues
     Depreciation
    and
    amortization
     Operational
    revenues
     Operational
    EBITDA(1)
     Operational
    EBITDA
    margin (%)
     

    Power Products

     8,486 1,713 10,199 177 1,622 200 7,238  9,028 1,841 10,869 200 10,901 1,782 16.3%

    Power Systems

     6,590 196 6,786 84 111 119 6,053  7,833 268 8,101 144 8,128 743 9.1%

    Discrete Automation and Motion

     4,978 639 5,617 78 926 98 3,715  8,047 759 8,806 251 8,817 1,664 18.9%

    Low Voltage Products

     4,263 291 4,554 105 806 100 2,904  4,953 351 5,304 116 5,315 1,059 19.9%

    Process Automation

     7,209 223 7,432 76 755 76 4,741  8,078 222 8,300 83 8,318 1,028 12.4%

    Corporate and Other

     63 1,468 1,531 182 (402) 247 11,644  51 1,508 1,559 201 1,558 (194)  

    Intersegment elimination

      (4,530) (4,530)       (4,949) (4,949)  (4,949) (68)  
                                  

    Consolidated

     31,589  31,589 702 3,818 840 36,295  37,990  37,990 995 38,088 6,014 15.8%
                                  

     

     
     2009 December 31, 2009 
    ($ in millions)
     Third party
    revenues
     Intersegment
    revenues
     Total
    revenues
     Depreciation
    and
    amortization
     Earnings
    before interest
    and taxes(1)
     Capital
    expenditures(1)
     Total assets(1) 

    Power Products

      9,370  1,869  11,239  185  1,969  272  6,918 

    Power Systems

      6,356  193  6,549  46  388  131  4,617 

    Discrete Automation and Motion

      4,601  804  5,405  74  557  119  3,370 

    Low Voltage Products

      3,799  272  4,071  100  519  150  2,731 

    Process Automation

      7,606  233  7,839  80  643  99  4,571 

    Corporate and Other

      63  1,504  1,567  170  50  196  12,521 

    Intersegment elimination

        (4,875) (4,875)        
                    

    Consolidated

      31,795    31,795  655  4,126  967  34,728 
                    


     
     2008 December 31, 2008 
    ($ in millions)
     Third party
    revenues
     Intersegment
    revenues
     Total
    revenues
     Depreciation
    and
    amortization
     Earnings
    before interest
    and taxes(1)
     Capital
    expenditures(1)
     Total assets(1) 

    Power Products

      9,866  2,024  11,890  161  2,100  305  7,136 

    Power Systems

      6,673  239  6,912  54  592  89  4,402 

    Discrete Automation and Motion

      5,695  893  6,588  71  1,066  148  3,802 

    Low Voltage Products

      4,466  281  4,747  102  819  174  2,610 

    Process Automation

      8,125  272  8,397  109  958  90  4,664 

    Corporate and Other

      87  1,606  1,693  164  (983) 365  10,397 

    Intersegment elimination

        (5,315) (5,315)        
                    

    Consolidated

      34,912    34,912  661  4,552  1,171  33,011 
                    

    (1)
    Earnings before interest and taxes, Capital expenditures and Total assets are after intersegment eliminations and therefore refer to third party activities only.
     
     2010 
    ($ in millions)
     Third-party
    revenues
     Intersegment
    revenues
     Total
    revenues
     Depreciation
    and
    amortization
     Operational
    revenues
     Operational
    EBITDA(1)
     Operational
    EBITDA
    margin (%)
     

    Power Products

      8,486  1,713  10,199  177  10,202  1,861  18.2%

    Power Systems

      6,590  196  6,786  84  6,783  304  4.5%

    Discrete Automation and Motion

      4,978  639  5,617  78  5,613  1,026  18.3%

    Low Voltage Products

      4,263  291  4,554  105  4,554  926  20.3%

    Process Automation

      7,209  223  7,432  76  7,427  925  12.5%

    Corporate and Other

      63  1,468  1,531  182  1,532  (230)  

    Intersegment elimination

        (4,530) (4,530)   (4,530) 12   
                    

    Consolidated

      31,589    31,589  702  31,581  4,824  15.3%
                    

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    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 22—Operating segment and geographic data (Continued)


     
     2009 
    ($ in millions)
     Third-party
    revenues
     Intersegment
    revenues
     Total
    revenues
     Depreciation
    and
    amortization
     Operational
    revenues
     Operational
    EBITDA(1)
     Operational
    EBITDA
    margin (%)
     

    Power Products

      9,370  1,869  11,239  185  11,229  2,136  19.0%

    Power Systems

      6,356  193  6,549  46  6,508  532  8.2%

    Discrete Automation and Motion

      4,601  804  5,405  74  5,374  773  14.4%

    Low Voltage Products

      3,799  272  4,071  100  4,059  679  16.7%

    Process Automation

      7,606  233  7,839  80  7,785  861  11.1%

    Corporate and Other

      63  1,504  1,567  170  1,567  (180)  

    Intersegment elimination

        (4,875) (4,875)   (4,875) (5)  
                    

    Consolidated

      31,795    31,795  655  31,647  4,796  15.2%
                    

    (1)
    Operational EBITDA by segment is presented before the elimination of intersegment profits made on inventory sales.

     
     Year ended December 31, 2011 
    ($ in millions, except Operational EBITDA margin in %)
     Power
    Products
     Power
    Systems
     Discrete
    Automation
    and Motion
     Low Voltage
    Products
     Process
    Automation
     Corporate and
    Other and
    Intersegment
    elimination
     Consolidated 

    Operational revenues

      10,901  8,128  8,817  5,315  8,318  (3,391) 38,088 

    Unrealized gains and losses on derivatives

      (49) (56) (29) (16) (39) 1  (188)

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

      (17) (19) 1    2    (33)

    Unrealized foreign exchange movements on receivables (and related assets)

      34  48  17  5  19    123 
                    

    Total revenues

      10,869  8,101  8,806  5,304  8,300  (3,390) 37,990 

    Operational EBITDA

      
    1,782
      
    743
      
    1,664
      
    1,059
      
    1,028
      
    (262

    )
     
    6,014
     

    Depreciation and amortization

      (200) (144) (251) (116) (83) (201) (995)

    Acquisition-related expenses and certain non-recurring items

          (90)     (17) (107)

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

      (58) (16) (29) (21) 4  (38) (158)

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

      (14) (19) (2)   2  1  (32)

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

      36  38  12  2  20  1  109 

    Restructuring and restructuring-related expenses

      (70) (54) (10) (20) (8) (2) (164)
                    

    EBIT

      1,476  548  1,294  904  963  (518) 4,667 

    Operational EBITDA margin (%)

      
    16.3

    %
     
    9.1

    %
     
    18.9

    %
     
    19.9

    %
     
    12.4

    %
     
      
    15.8

    %

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 22—Operating segment and geographic data (Continued)


     
     Year ended December 31, 2010 
    ($ in millions, except Operational EBITDA margin in %)
     Power
    Products
     Power
    Systems
     Discrete
    Automation
    and Motion
     Low Voltage
    Products
     Process
    Automation
     Corporate and
    Other and
    Intersegment
    elimination
     Consolidated 

    Operational revenues

      10,202  6,783  5,613  4,554  7,427  (2,998) 31,581 

    Unrealized gains and losses on derivatives

      20  30  16  3  11    80 

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

      6  9  (1) 1  12  1  28 

    Unrealized foreign exchange movements on receivables (and related assets)

      (29) (36) (11) (4) (18) (2) (100)
                    

    Total revenues

      10,199  6,786  5,617  4,554  7,432  (2,999) 31,589 

    Operational EBITDA

      
    1,861
      
    304
      
    1,026
      
    926
      
    925
      
    (218

    )
     
    4,824
     

    Depreciation and amortization

      (177) (84) (78) (105) (76) (182) (702)

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

      10  (8) 6  4  (33) 18  (3)

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

      4  (15)     3  (1) (9)

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

      (18) (35) (8) (1) (16) (1) (79)

    Restructuring and restructuring-related expenses

      (44) (48) (35) (36) (44) (6) (213)
                    

    EBIT

      1,636  114  911  788  759  (390) 3,818 

    Operational EBITDA margin (%)

      
    18.2

    %
     
    4.5

    %
     
    18.3

    %
     
    20.3

    %
     
    12.5

    %
     
      
    15.3

    %

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 22—Operating segment and geographic data (Continued)


     
     Year ended December 31, 2009 
    ($ in millions, except Operational EBITDA margin in %)
     Power
    Products
     Power
    Systems
     Discrete
    Automation
    and Motion
     Low Voltage
    Products
     Process
    Automation
     Corporate and
    Other and
    Intersegment
    elimination
     Consolidated 

    Operational revenues

      11,229  6,508  5,374  4,059  7,785  (3,308) 31,647 

    Unrealized gains and losses on derivatives

      31  36  43  9  79    198 

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

      (3) 22    (1) 6    24 

    Unrealized foreign exchange movements on receivables (and related assets)

      (18) (17) (12) 4  (31)   (74)
                    

    Total revenues

      11,239  6,549  5,405  4,071  7,839  (3,308) 31,795 

    Operational EBITDA

      
    2,136
      
    532
      
    773
      
    679
      
    861
      
    (185

    )
     
    4,796
     

    Depreciation and amortization

      (185) (46) (74) (100) (80) (170) (655)

    Net release of certain provisions

                431  431 

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

      93  (11) 32  1  (29) (7) 79 

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

      (4) 22  (1)   5    22 

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

      (4) (13) (2) 5  (17)   (31)

    Restructuring and restructuring-related expenses

      (77) (90) (154) (67) (114) (14) (516)
                    

    EBIT

      1,959  394  574  518  626  55  4,126 

    Operational EBITDA margin (%)

      
    19.0

    %
     
    8.2

    %
     
    14.4

    %
     
    16.7

    %
     
    11.1

    %
     
      
    15.2

    %

    Table of Contents


    ABB Ltd

    Notes to the Consolidated Financial Statements (Continued)

    Note 22—Operating segment and geographic data (Continued)


     
     Capital
    expenditure(1)
     Total assets(1) 
    ($ in millions)
     2011 2010 2009 2011 2010 2009 

    Power Products

      192  200  272  7,355  7,205  6,882 

    Power Systems

      136  119  131  7,469  6,039  4,602 

    Discrete Automation and Motion

      202  98  119  9,195  3,696  3,348 

    Low Voltage Products

      149  100  150  3,333  2,899  2,726 

    Process Automation

      72  76  99  4,777  4,728  4,551 

    Corporate and Other

      270  247  196  7,519  11,728  12,619 
                  

    Consolidated

      1,021  840  967  39,648  36,295  34,728 
                  

    (1)
    Capital expenditure and Total assets are after intersegment eliminations and therefore refer to third-party activities only.

    Geographic information


     Revenues Long-lived assets
    at December 31,
      Revenues Long-lived
    assets
    at December 31,
     
    ($ in millions)
     2010 2009 2008 2010 2009  2011 2010 2009 2011 2010 

    Europe

     12,378 13,093 15,815 2,995 2,776  14,657 12,378 13,093 3,067 2,995 

    The Americas

     6,213 6,049 6,428 345 327  9,043 6,213 6,049 829 345 

    Asia

     8,872 8,684 8,967 849 808  10,136 8,872 8,684 862 849 

    Middle East and Africa

     4,126 3,969 3,702 167 161  4,154 4,126 3,969 164 167 
                          

     31,589 31,795 34,912 4,356 4,072  37,990 31,589 31,795 4,922 4,356 
                          

            Revenues by geography reflect the location of the customer. Approximately 14 percent of the Company's total revenues in 2010,2011, compared to 13 and 1110 percent in 2010 and 2009, respectively, came from customers in the United States. Approximately 13 percent of the Company's total revenues in 2011, compared to 14 percent and 2008,13 percent in 2010 and 2009, respectively, were generated from customers in China. Approximately 108 percent, 7 percent, and 8 percent of the Company's total revenues in 2010, 2009 and 2008, came from customers in the United States. Approximately 7 percent of the Company's total revenues in2011, 2010 and approximately 8 percent in both 2009, and 2008,respectively, were generated from customers in Germany. In 2011, 2010 2009 and 2008,2009, more than 98 percent of the Company's total revenues were generated from customers outside Switzerland.

            Long-lived assets represent property, plant and equipment, net and are shown by location of the assets. At December 31, 2011, approximately 19 percent and 13 percent of the Company's long-lived assets were located in Switzerland and Sweden. At December 31, 2010, approximately 21 percent and 12 percent of the Company's long-lived assets were located in Switzerland and Sweden, respectively. At December 31, 2009, approximately 20 percent and 12 percent of the Company's long-lived assets were located in Switzerland and Germany.

            The Company does not segregate revenues derived from transactions with external customers for each type or group of products and services. Accordingly, it is not practicable for the Company to present revenues from external customers by product and service type.

            At December 31, 2010,2011, approximately 6458 percent of the Company's employees are subject to collective bargaining agreements in various countries. Approximately one-third of these agreements will expire in 2011.2012. Collective bargaining agreements are subject to various regulatory requirements and are renegotiated on a regular basis in the normal course of business.