UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2019
Commission File Number 001-16429
ABB Ltd
(Translation of registrant’s name into English)
Affolternstrasse 44, CH-8050, Zurich, Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ |
Form 40-F ⬜ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ⬜
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indication by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ⬜
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ⬜ |
No ☒ |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
This Form 6-K consists of the following:
1. Press release issued by ABB Ltd dated April 17, 2019 titled “Resilient growth”.
2. Q1 2019 Financial Information.
3. Press release issued by ABB Ltd dated April 17, 2019 titled “ABB names Peter Voser as interim CEO Ulrich Spiesshofer steps down”.
4. Announcements regarding transactions in ABB Ltd’s Securities made by the directors or the members of the Executive Committee.
The information provided by Item 2 above is hereby incorporated by reference into the Registration Statements on Form F-3 of ABB Ltd and ABB Finance (USA) Inc. (File Nos. 333-223907 and 333-223907-01) and registration statements on Form S-8 (File Nos. 333-190180, 333-181583, 333-179472, 333-171971 and 333-129271) each of which was previously filed with the Securities and Exchange Commission.
|
—
ZURICH, SWITZERLAND, APRIL 17, 2019: FIRST QUARTER HIGHLIGHTS
Resilient growth
– Total orders +3%1, order backlog +6%
– Base orders +6%, higher in all divisions and regions
– Revenues +4%, book-to-bill2 1.11x
– Operational EBITA margin2 11.2%, impacted 100 basis points by GEIS dilution and a further 100 basis points by stranded costs
– Net income $535 million, -6%
– Operational EPS2 $0.31, +5%3
– Cash flow from operating activities -$256 million; solid cash delivery expected for the full year
– Global software partnership agreement with Dassault Systèmes announced
“We delivered another quarter of solid orders and revenue growth demonstrating the quality and resilience of our portfolio despite the softening we have seen in some of our end-markets, particularly in discrete manufacturing and the automotive sector,” said ABB CFO Timo Ihamuotila.
“We remain firmly focused on operational performance and the integration of GEIS; excluding the GEIS impact, our operational margin improved. We are well on track with the Power Grids separation and our four new leading businesses started operations on April 1 as planned.”
Key figures |
|
|
ChangE |
|
$ in millions, unless otherwise indicated |
Q1 2019 |
Q1 2018 |
US $ |
Comparable1 |
Orders |
7,613 |
7,555 |
+1% |
+3% |
Revenues |
6,847 |
6,441 |
+6% |
+4% |
Income from operations |
590 |
626 |
-6% |
|
Operational EBITA2 |
766 |
752 |
+2% |
+10%4 |
as % of operational revenues |
11.2% |
11.7% |
-0.5pts |
|
Income from continuing operations, net of tax |
415 |
414 |
+0% |
|
Net income attributable to ABB |
535 |
572 |
-6% |
|
Basic EPS ($) |
0.25 |
0.27 |
-6%3 |
|
Operational EPS ($)2 |
0.31 |
0.31 |
-3%3 |
+5%3 |
Cash flow from operating activities5 |
-256 |
-518 |
+51% |
|
On December 17, 2018, ABB announced an agreed sale of its Power Grids division. Consequently, the results of the Power Grids business are presented as discontinued operations. The company’s results for all periods have been adjusted accordingly.
Macroeconomic signs are mixed in Europe with growth expected to continue in the US and China. The overall global market is growing, with rising geopolitical uncertainties in various parts of the world. Oil prices and foreign exchange translation effects are expected to continue to influence the company’s results.
______
1 Growth rates for orders, order backlog and revenues are on a comparable basis (local currency adjusted for acquisitions and divestitures).
2 For non-GAAP measures, see the “Supplemental Financial Information” attachment to the press release.
3 EPS growth rates are computed using unrounded amounts. Comparable operational earnings per share is in constant currency (2014 exchange rates not adjusted for changes in the business portfolio).
4 Constant currency (not adjusted for portfolio changes).
5 Amount represents total for both continuing and discontinued operations.
RESILIENT GROWTH |
1/7 |
Q1 2019 Group results
Total orders were up 3 percent (1 percent in US dollars), led by order growth in the Electrification Products and Robotics and Motion divisions. Orders were well-supported by positive base order momentum. Third-party base orders were up 6 percent (8 percent in US dollars); all divisions and regions were up during the quarter. Large orders were below the prior year period and represented 3 percent of total orders, down from 10 percent. The order backlog was up 6 percent (2 percent in US dollars) compared to a year ago, ending the quarter at $13.9 billion.
Service orders were up 6 percent (6 percent in US dollars). Service orders represent 20 percent of total orders, up from 19 percent last year.
Changes in the business portfolio including impacts from the acquisition of GE Industrial Solutions (“GEIS”) and from the establishment of the Linxon Joint Venture resulted in a net positive impact of 4 percent on total orders. Foreign exchange translation effects had a net negative impact of 6 percent on total orders.
Performance on a regional basis was balanced during the quarter:
– Total orders from Europe were 3 percent lower (8 percent in US dollars), driven mainly by lower large orders. Positive contributions from Denmark, France and Italy were outweighed by declines in Germany, Norway and Sweden. Base orders grew 6 percent in Europe.
– Total orders from the Americas increased 9 percent (28 percent in US dollars). Orders from the United States rose 7 percent (33 percent in US dollars) and good growth was also evident in Canada and several South American countries including Chile. Base orders were up 7 percent in the Americas.
– In Asia, Middle East and Africa (AMEA), total orders were up 5 percent (7 percent lower in US dollars), with strong growth from Singapore, Japan, Australia, South Korea and China more than offsetting slower performance from countries including Saudi Arabia, Egypt, South Africa and India. In China, orders increased 6 percent (5 percent in US dollars). Base orders were 4 percent higher in the AMEA region.
Demand was mixed across ABB’s key customer segments:
– In industries, order momentum continued to be strong in select process industries such as from pulp and paper and mining customers, reflecting increased maintenance spend alongside a supportive commodity price environment. This benefited particularly ABB’s motion and industrial automation orders intake, including healthy demand for services offerings and ABB Ability™ solutions. Discrete manufacturing and automotive sector activity slowed during the quarter, while 3C activity remained subdued.
– Transport and infrastructure demand was healthy, with continued investments in rail and specialty marine vessels. Orders for ABB’s e-mobility offering and for data center infrastructure grew strongly. Construction demand was robust, with ongoing investment in commercial buildings such as hospitals and resorts.
Revenues improved 4 percent (6 percent in US dollars) with strong growth in Electrification Products and Robotics and Motion, and a steady performance in Industrial Automation.
Service revenues were up 6 percent (6 percent in US dollars). Services represented 19 percent of total revenues, the same level as in the prior year period.
Business portfolio changes including impacts from the acquisition of GEIS and from the establishment of the Linxon JV contributed a net positive of 9 percent to reported revenues. Changes in exchange rates resulted in a negative translation impact on reported revenues of 7 percent.
The book-to-bill ratio for the quarter was 1.11x compared to 1.17x in the previous year period.
RESILIENT GROWTH |
2/7 |
Operational EBITA of $766 million was up 2 percent in US dollars (10 percent in local currencies) compared to the prior year period. The operational EBITA margin stood at 11.2 percent and was 50 basis points lower year-on-year.
In the first quarter period, the impact of GEIS’ integration on the operational EBITA margin was approximately 100 basis points while stranded costs weighed a further 100 basis points. Stranded costs are services provided by the group to Power Grids that do not qualify to be reported as discontinued operations and which the group expects to be predominantly transferred to Power Grids or eliminated by the closing of the transaction, which is expected by first half of 2020. Stranded costs of $67 million were recognized in the Corporate and Other operational EBITA result, $9 million lower than the previous year.
Net income from continuing operations was $415 million. Discontinued operations realized $149 million net income. Group net income attributable to ABB was $535 million, 6 percent lower year on year. Basic earnings per share was $0.25, 6 percent lower year on year. Operational earnings per share of $0.31 was 3 percent lower and up 5 percent in constant currency terms3.
Cash flow from operating activities of -$256 million compares to -$518 million in the first quarter of 2018. Compared to the prior year quarter, cash flow from operating activities in continuing operations strengthened to -$97 million from -$365 million, while cash flow from discontinued operations of
-$159 million was steady versus the prior year period.
In the first quarter 2019, cash flow from continuing operating activities benefited from the delayed payment of employee incentives and strong milestone payment collection from ongoing projects, which outweighed high payments for inventory. ABB expects solid cash delivery for the full year, weighted to the second half.
Net working capital as a percentage of revenues was 11.2 percent, from 12.9 percent in the prior year period.
RESILIENT GROWTH |
3/7 |
($ in millions, unless otherwise indicated) |
Orders |
Change |
3rd party base orders |
Change |
Revenues |
Change |
Op EBITA % |
CHANGE |
|||
US$ |
Comparable1 |
US$ |
Comparable1 |
US$ |
Comparable1 |
||||||
Electrification Products |
3,363 |
+21% |
+6% |
3,227 |
+22% |
+5% |
3,057 |
+23% |
+5% |
12.4% |
-2.8pts |
Industrial Automation |
1,884 |
-11% |
-5% |
1,796 |
+1% |
+7% |
1,738 |
-7% |
+0% |
13.0% |
-1.1pts |
Robotics and Motion |
2,545 |
-1% |
+5% |
2,273 |
-2% |
+4% |
2,229 |
+1% |
+7% |
15.1% |
-0.2pts |
Corporate & Other |
(179) |
|
|
8 |
|
|
(177) |
|
|
(174) |
|
ABB Group |
7,613 |
+1% |
+3% |
7,304 |
+8% |
+6% |
6,847 |
+6% |
+4% |
11.2% |
-0.5pts |
Effective October 1, 2018, the Power Grids division was moved from continuing to discontinued operations. All previously reported amounts have been restated consistent with these portfolio changes. Corporate & Other result is inclusive of inter-division eliminations.
Total orders were up 6 percent (21 percent in US dollars) and third-party base orders were up 5 percent (22 percent in US dollars). All business areas grew, with strength evident in systems and low voltage products, especially in data centers and EV charging. On a regional basis, orders grew across all geographies. Revenues improved 5 percent (23 percent in US dollars). Operational EBITA margin was 280 basis points lower year-on-year at 12.4 percent, mainly reflecting 270 basis points dilution from GEIS which, prior to being acquired by ABB, in Q1 and Q2 2018 also exhibited relative margin weakness. Excluding GEIS, margins benefited from positive volumes offset by mix effects.
Total orders were 5 percent lower (11 percent in US dollars), weighed by a tough comparative base for large orders, particularly in the European region. Third-party base orders advanced well, up 7 percent (1 percent in US dollars), evidencing strong demand from process industries and in marine. The order backlog was up 2 percent (5 percent lower in US dollars) at quarter end compared to the prior year period. Revenues were steady in comparable terms (7 percent lower in US dollars). The operational EBITA margin at 13.0 percent reflects mainly negative mix effects and investments in growth.
Total orders were up 5 percent (steady in US dollars), despite a tough comparative base and a more challenging market environment. Order growth was strong for drives and motors, reflecting continued growth in process industries. In robotics, order growth was steady, with higher awards of solutions orders. On a regional basis, order growth was led by AMEA. The order backlog ended the quarter up 9 percent (2 percent in US dollars). Revenues improved 7 percent (1 percent in US dollars) while the operational EBITA margin at 15.1 percent was 20 basis points lower compared to the prior year period, primarily due to mix effects in robotics.
RESILIENT GROWTH |
4/7 |
On December 17, 2018, ABB announced fundamental actions to focus, simplify and lead in digital industries for enhanced customer value and shareholder returns. For further information please see ABB.com/writing-the-future. On February 28, 2019, ABB presented its Strategy, including details of its four leading businesses to the investor and analyst community at a Strategy update event. For further information please see ABB.com/strategy-update-2019.
ABB’s management team has established two clear priorities for 2019: running the business and managing the transformation.
During the first quarter, a continued focus on profitable growth delivered another solid quarter of revenue growth demonstrating the quality in the new ABB portfolio. ABB announced on March 26, 2019, that it had been awarded a contract to supply a comprehensive power and propulsion package, including ABB Ability™ solutions, for the construction of China’s first domestically built cruise ship.
GEIS’ business unit integration with existing Electrification Products’ business lines continued apace. ABB remains on track to deliver the expected ~$200 million of annual cost synergies during 2022.
A significant global software partnership agreement with Dassault Systèmes was announced February 28, 2019, adding to ABB’s strong partner network for industrial digitalization, including Microsoft Azure and HPE. With this partnership, ABB will develop and provide customers with advanced digital twins, enabling customers to run ABB Ability™ solutions and their operations with improved efficiency, flexibility and sustainability.
ABB strengthened its relationship with Ericsson, signing a Memorandum of Understanding on April 1, 2019. The two companies will collaborate in the research of wireless automation technologies, focusing on “factory of the future” opportunities enabled by 5G connectivity.
Several of ABB’s transformation milestones were achieved during the first quarter. An experienced management team is now in place to lead the Power Grids’ carve-out process and the separation of the business is on track. The implementation of ABB’s new operating model, ABB-OS™, is underway. A strong project team to oversee the simplification program for ABB-OS™ has been in place since the start of the first quarter. During the quarter, a new, business-led board that will govern ABB’s Global Business Services efforts was established and the sales organization was transferred to the businesses. Effective April 1, 2019, ABB’s four leading businesses became operational.
ABB expects a total of ~$500 million annual run-rate cost reductions across the group with $150-200 million run-rate targeted during 2019 and the full run-rate targeted during 2021. ABB-OS™ savings in 2019 will be achieved mainly through the streamlining of group functions and country organizations as they move to the businesses and the establishment of a new leaner Corporate structure.
Macroeconomic signs are mixed in Europe with growth expected to continue in the US and China. The overall global market is growing, with rising geopolitical uncertainties in various parts of the world. Oil prices and foreign exchange translation effects are expected to continue to influence the company’s results.
ABB’s four new businesses are either the global #1 or #2 player in attractive markets with strong secular drivers. The company’s addressable market for its new businesses Electrification, Industrial Automation, Motion, and Robotics and Discrete Automation is expected to grow long term by 3.5-4 percent per annum.
RESILIENT GROWTH |
5/7 |
The Q1 results press release and presentation slides are available on the ABB News Center at www.abb.com/news and on the Investor Relations homepage at www.abb.com/investorrelations.
ABB will host a media call today starting at 09:00 a.m. Central
European Summer Time (CEST) (08:00 a.m. BST, 03:00 a.m. EDT). The event will be
accessible by conference call. The media conference call dial-in numbers are:
UK +44 207 107 0613
Sweden +46 8 5051 0031
Rest of Europe, +41 58 310 5000
US and Canada +1 866 291 4166 (toll-free) or +1 631 570 5613 (long-distance charges)
Lines will be open 10-15 minutes before the start of the call.
A
conference call and webcast for analysts and investors is
scheduled to begin today at 2:00 p.m. CEST (1:00 p.m. BST, 08:00 a.m. EDT). The webcast will be accessible on
the ABB website at: new.abb.com/investorrelations/. The analyst and investor conference call
dial-in numbers are:
UK +44 207 107 0613
Sweden +46 8 5051 0031
Rest of Europe +41 58 310 5000
US and Canada +1 866 291 4166 (toll-free) or +1 631 570 5613 (long-distance charges)
A recorded session will be available as a webcast one hour after the end of the conference call.
ABB (ABBN: SIX Swiss Ex) is a pioneering technology leader with a comprehensive offering for digital industries. With a history of innovation spanning more than 130 years, ABB is today a leader in digital industries with four customer-focused, globally leading businesses: Electrification, Industrial Automation, Motion, and Robotics & Discrete Automation, supported by its common ABB Ability™ digital platform. ABB’s market‑leading Power Grids business will be divested to Hitachi in 2020. ABB operates in more than 100 countries with about 147,000 employees. www.abb.com
|
Investor calendar 2019 |
Annual General Meeting |
May 2, 2019 |
Ex-dividend |
May 7, 2019* |
Second Quarter 2019 results |
July 25, 2019 |
Third Quarter 2019 results |
October 23, 2019 |
*assuming shareholders approve the dividend at ABB’s AGM
This press release includes forward-looking information and statements as well as other statements concerning the outlook for our business, including those in the sections of this release titled “Short-term outlook”, “Operational EBITA”, “Cash flow from operating activities”, “Transformation update” and “Short and long-term outlook”. These statements are based on current expectations, estimates and projections about the factors that may affect our future performance, including global economic conditions, the economic conditions of the regions and industries that are major markets for ABB Ltd. These expectations, estimates and projections are generally identifiable by statements containing words such as “anticipates”, “aims”, “expects,” “believes,” “estimates,” “targets,” “plans,” “is likely”, “intends” or similar expressions. However, there are many risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking information and statements made in this press release and which could affect our ability to achieve any or all of our stated targets. The important factors that could cause such differences include, among others, business risks associated with the volatile global economic environment and political conditions, costs associated with compliance activities, market acceptance of new products and services, changes in governmental regulations and currency exchange rates and such other factors as may be discussed from time to time in ABB Ltd’s filings with the U.S. Securities and Exchange Commission, including its Annual Reports on Form 20-F. Although ABB Ltd believes that its expectations reflected in any such forward-looking statement are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved.
Zurich, April 17, 2019
Timo Ihamuotila, CFO
RESILIENT GROWTH |
6/7 |
— |
||
Media Relations |
Investor Relations |
ABB Ltd |
RESILIENT GROWTH |
7/7 |
1 Q1 2019 Financial Information
2 Q1 2019 Financial Information
Key Figures
|
|
|
|
|
CHANGE |
|
|
($ in millions, unless otherwise indicated) |
Q1 2019 |
Q1 2018 |
US$ |
Comparable(1) |
|
|
Orders |
7,613 |
7,555 |
1% |
3% |
|
|
Order backlog (end March) |
13,853 |
13,624 |
2% |
6% |
|
|
Revenues |
6,847 |
6,441 |
6% |
4% |
|
|
Income from operations |
590 |
626 |
-6% |
|
|
|
Operational EBITA(1) |
766 |
752 |
2% |
10%(2) |
|
|
|
as % of operational revenues(1) |
11.2% |
11.7% |
-0.5 pts |
|
|
Income from continuing operations, net of tax |
415 |
414 |
0% |
|
|
|
Net income attributable to ABB |
535 |
572 |
-6% |
|
|
|
Basic earnings per share from continuing operations ($) |
0.19 |
0.19 |
0%(3) |
|
|
|
Basic earnings per share ($) |
0.25 |
0.27 |
-6%(3) |
|
|
|
Operational earnings per share(1) ($) |
0.31 |
0.31 |
-3%(3) |
5%(3) |
|
|
Cash flow from operating activities(4) |
(256) |
(518) |
|
|
(1) For a reconciliation of non-GAAP measures see “Supplemental Reconciliations and Definitions” on page 33.
(2) Constant currency (not adjusted for portfolio changes).
(3) Earnings per share growth rates are computed using unrounded amounts. Comparable Operational earnings per share growth is in constant currency (2014 foreign exchange rates and not adjusted for changes in the business portfolio).
(4) Cash flow from operating activities includes both continuing and discontinued operations.
3 Q1 2019 Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE |
|||
|
($ in millions, unless otherwise indicated) |
Q1 2019 |
Q1 2018 |
US$ |
Local |
Comparable |
|
|
Orders |
ABB Group |
7,613 |
7,555 |
1% |
7% |
3% |
|
|
Electrification Products |
3,363 |
2,786 |
21% |
28% |
6% |
|
|
Industrial Automation |
1,884 |
2,117 |
-11% |
-5% |
-5% |
|
|
Robotics and Motion |
2,545 |
2,579 |
-1% |
5% |
5% |
|
|
Corporate and Other |
|
|
|
|
|
|
(incl. inter-division eliminations) |
(179) |
73 |
||||
|
Third-party base orders |
ABB Group |
7,304 |
6,759 |
8% |
15% |
6% |
|
|
Electrification Products |
3,227 |
2,647 |
22% |
29% |
5% |
|
|
Industrial Automation |
1,796 |
1,787 |
1% |
7% |
7% |
|
|
Robotics and Motion |
2,273 |
2,313 |
-2% |
4% |
4% |
|
|
Corporate and Other |
8 |
12 |
|
|
|
|
Order backlog (end March) |
ABB Group |
13,853 |
13,624 |
2% |
9% |
6% |
|
|
Electrification Products |
4,394 |
3,441 |
28% |
36% |
6% |
|
|
Industrial Automation |
5,297 |
5,595 |
-5% |
2% |
2% |
|
|
Robotics and Motion |
4,341 |
4,261 |
2% |
9% |
9% |
|
|
Corporate and Other |
|
|
|
|
|
|
(incl. inter-division eliminations) |
(179) |
327 |
||||
|
Revenues |
ABB Group |
6,847 |
6,441 |
6% |
13% |
4% |
|
|
Electrification Products |
3,057 |
2,494 |
23% |
30% |
5% |
|
|
Industrial Automation |
1,738 |
1,859 |
-7% |
0% |
0% |
|
|
Robotics and Motion |
2,229 |
2,209 |
1% |
7% |
7% |
|
|
Corporate and Other |
|
|
|
|
|
|
(incl. inter-division eliminations) |
(177) |
(121) |
||||
|
Income from operations |
ABB Group |
590 |
626 |
|
|
|
|
|
Electrification Products |
297 |
325 |
|
|
|
|
|
Industrial Automation |
198 |
237 |
|
|
|
|
|
Robotics and Motion |
325 |
313 |
|
|
|
|
|
Corporate and Other |
|
|
|
|
|
|
(incl. inter-division eliminations) |
(230) |
(249) |
||||
|
Income from operations % |
ABB Group |
8.6% |
9.7% |
|
|
|
|
|
Electrification Products |
9.7% |
13.0% |
|
|
|
|
|
Industrial Automation |
11.4% |
12.7% |
|
|
|
|
|
Robotics and Motion |
14.6% |
14.2% |
|
|
|
|
Operational EBITA |
ABB Group |
766 |
752 |
2% |
10% |
|
|
|
Electrification Products |
377 |
377 |
0% |
8% |
|
|
|
Industrial Automation |
226 |
262 |
-14% |
-8% |
|
|
|
Robotics and Motion |
337 |
338 |
0% |
6% |
|
|
|
Corporate and Other(1) |
|
|
|
|
|
|
|
(incl. inter-division eliminations) |
(174) |
(225) |
|
|
|
|
Operational EBITA % |
ABB Group |
11.2% |
11.7% |
|
|
|
|
|
Electrification Products |
12.4% |
15.2% |
|
|
|
|
|
Industrial Automation |
13.0% |
14.1% |
|
|
|
|
|
Robotics and Motion |
15.1% |
15.3% |
|
|
|
|
Cash flow from operating activities |
ABB Group |
(256) |
(518) |
|
|
|
|
|
Electrification Products |
(2) |
81 |
|
|
|
|
|
Industrial Automation |
40 |
79 |
|
|
|
|
|
Robotics and Motion |
175 |
73 |
|
|
|
|
|
Corporate and Other |
|
|
|
|
|
|
|
(incl. inter-division eliminations) |
(310) |
(598) |
|
|
|
|
|
Discontinued operations |
(159) |
(153) |
|
|
|
|
(1) Corporate and Other includes Stranded corporate costs of $67 million and $76 million for the three months ended March 31, 2019 and 2018, respectively. |
4 Q1 2019 Financial Information
Operational EBITA
|
|
|
Electrification |
Industrial |
Robotics |
||||
|
($ in millions, unless otherwise indicated) |
ABB |
Products |
Automation |
and Motion |
||||
|
|
Q1 19 |
Q1 18 |
Q1 19 |
Q1 18 |
Q1 19 |
Q1 18 |
Q1 19 |
Q1 18 |
|
Revenues |
6,847 |
6,441 |
3,057 |
2,494 |
1,738 |
1,859 |
2,229 |
2,209 |
|
FX/commodity timing |
|
|
|
|
|
|
|
|
|
differences in total revenues |
(11) |
(1) |
(5) |
(6) |
(1) |
(1) |
(4) |
1 |
|
Operational revenues |
6,836 |
6,440 |
3,052 |
2,488 |
1,737 |
1,858 |
2,225 |
2,210 |
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
590 |
626 |
297 |
325 |
198 |
237 |
325 |
313 |
|
Acquisition-related amortization |
68 |
63 |
29 |
20 |
20 |
23 |
14 |
16 |
|
Restructuring, related and |
|
|
|
|
|
|
|
|
|
implementation costs |
68 |
7 |
40 |
4 |
5 |
2 |
3 |
4 |
|
Changes in obligations related to |
|
|
|
|
|
|
|
|
|
divested businesses |
3 |
7 |
– |
– |
– |
– |
– |
– |
|
Gains and losses from sale of businesses |
1 |
6 |
1 |
– |
– |
3 |
– |
– |
|
Acquisition- and divestment-related expenses |
|
|
|
|
|
|
|
|
|
and integration costs |
24 |
25 |
22 |
24 |
– |
1 |
– |
– |
|
Certain other non-operational items |
33 |
5 |
1 |
(2) |
2 |
– |
3 |
1 |
|
FX/commodity timing |
|
|
|
|
|
|
|
|
|
differences in income from operations |
(21) |
13 |
(13) |
6 |
1 |
(4) |
(8) |
4 |
|
Operational EBITA |
766 |
752 |
377 |
377 |
226 |
262 |
337 |
338 |
|
|
|
|
|
|
|
|
|
|
|
Operational EBITA margin (%) |
11.2% |
11.7% |
12.4% |
15.2% |
13.0% |
14.1% |
15.1% |
15.3% |
Depreciation and Amortization
|
|
|
Electrification |
Industrial |
Robotics |
||||
|
($ in millions) |
ABB |
Products |
Automation |
and Motion |
||||
|
|
Q1 19 |
Q1 18 |
Q1 19 |
Q1 18 |
Q1 19 |
Q1 18 |
Q1 19 |
Q1 18 |
|
Depreciation |
144 |
141 |
65 |
52 |
17 |
17 |
34 |
35 |
|
Amortization |
87 |
75 |
37 |
23 |
21 |
24 |
16 |
17 |
|
including total acquisition-related amortization of: |
68 |
63 |
29 |
20 |
20 |
23 |
14 |
16 |
Orders received and revenues by region
|
($ in millions, unless otherwise indicated) |
Orders received |
CHANGE |
Revenues |
CHANGE |
||||||
|
|
|
|
|
|
Com- |
|
|
|
|
Com- |
|
Q1 19 |
Q1 18 |
US$ |
Local |
parable |
Q1 19 |
Q1 18 |
US$ |
Local |
parable |
|
|
Europe |
2,781 |
3,026 |
-8% |
0% |
-3% |
2,447 |
2,476 |
-1% |
8% |
4% |
|
The Americas |
2,232 |
1,746 |
28% |
31% |
9% |
2,198 |
1,719 |
28% |
31% |
6% |
|
Asia, Middle East and Africa |
2,541 |
2,720 |
-7% |
-2% |
5% |
2,149 |
2,187 |
-2% |
4% |
2% |
|
Intersegment orders/revenues(1) |
59 |
63 |
|
|
|
53 |
59 |
|
|
|
|
ABB Group |
7,613 |
7,555 |
1% |
7% |
3% |
6,847 |
6,441 |
6% |
13% |
4% |
(1) Intersegment orders/revenues include sales to the Power Grids business which is presented as discontinued operations and are not eliminated from Total orders/revenues.
5 Q1 2019 Financial Information
Consolidated Financial Information
|
ABB Ltd Interim Consolidated Income Statements (unaudited) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
($ in millions, except per share data in $) |
|
|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Sales of products |
|
|
5,560 |
5,227 |
|
Sales of services and other |
|
|
1,287 |
1,214 |
|
Total revenues |
|
|
6,847 |
6,441 |
|
Cost of sales of products |
|
|
(3,877) |
(3,598) |
|
Cost of services and other |
|
|
(761) |
(716) |
|
Total cost of sales |
|
|
(4,638) |
(4,314) |
|
Gross profit |
|
|
2,209 |
2,127 |
|
Selling, general and administrative expenses |
|
|
(1,355) |
(1,245) |
|
Non-order related research and development expenses |
|
|
(285) |
(273) |
|
Other income (expense), net |
|
|
21 |
17 |
|
Income from operations |
|
|
590 |
626 |
|
Interest and dividend income |
|
|
19 |
22 |
|
Interest and other finance expense |
|
|
(62) |
(89) |
|
Non-operational pension (cost) credit |
|
|
23 |
27 |
|
Income from continuing operations before taxes |
|
|
570 |
586 |
|
Provision for taxes |
|
|
(155) |
(172) |
|
Income from continuing operations, net of tax |
|
|
415 |
414 |
|
Income from discontinued operations, net of tax |
|
|
149 |
186 |
|
Net income |
|
|
564 |
600 |
|
Net income attributable to noncontrolling interests |
|
|
(29) |
(28) |
|
Net income attributable to ABB |
|
|
535 |
572 |
|
|
|
|
|
|
|
Amounts attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
|
397 |
399 |
|
Income from discontinued operations, net of tax |
|
|
138 |
173 |
|
Net income |
|
|
535 |
572 |
|
|
|
|
|
|
|
Basic earnings per share attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
|
0.19 |
0.19 |
|
Income from discontinued operations, net of tax |
|
|
0.06 |
0.08 |
|
Net income |
|
|
0.25 |
0.27 |
|
|
|
|
|
|
|
Diluted earnings per share attributable to ABB shareholders: |
|
|
|
|
|
Income from continuing operations, net of tax |
|
|
0.19 |
0.19 |
|
Income from discontinued operations, net of tax |
|
|
0.06 |
0.08 |
|
Net income |
|
|
0.25 |
0.27 |
|
|
|
|
|
|
|
Weighted-average number of shares outstanding (in millions) used to compute: |
|
|
|
|
|
Basic earnings per share attributable to ABB shareholders |
|
|
2,132 |
2,134 |
|
Diluted earnings per share attributable to ABB shareholders |
|
|
2,134 |
2,145 |
|
Due to rounding, numbers presented may not add to the totals provided. |
|
|
|
|
|
|
|
|
|
|
|
See Notes to the Interim Consolidated Financial Information |
|
|
|
|
6 Q1 2019 Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
ABB Ltd Interim Condensed Consolidated Statements of Comprehensive |
||||
|
Income (unaudited) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
||
|
($ in millions) |
|
|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Total comprehensive income, net of tax |
|
|
562 |
792 |
|
Total comprehensive income attributable to noncontrolling interests, net of tax |
|
|
(35) |
(44) |
|
Total comprehensive income attributable to ABB shareholders, net of tax |
|
|
527 |
748 |
|
Due to rounding, numbers presented may not add to the totals provided. |
|
|
|
|
|
|
|
|
|
|
|
See Notes to the Interim Consolidated Financial Information |
|
|
|
|
7 Q1 2019 Financial Information
|
— |
|
|
|
ABB Ltd Consolidated Balance Sheets (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except share data) |
Mar. 31, 2019 |
Dec. 31, 2018 |
|
Cash and equivalents |
2,734 |
3,445 |
|
Marketable securities and short-term investments |
833 |
712 |
|
Receivables, net |
6,499 |
6,386 |
|
Contract assets |
1,094 |
1,082 |
|
Inventories, net |
4,459 |
4,284 |
|
Prepaid expenses |
252 |
176 |
|
Other current assets |
631 |
616 |
|
Current assets held for sale |
5,305 |
5,164 |
|
Total current assets |
21,807 |
21,865 |
|
|
|
|
|
Property, plant and equipment, net |
4,082 |
4,133 |
|
Operating lease right-of-use assets |
1,103 |
– |
|
Goodwill |
10,765 |
10,764 |
|
Other intangible assets, net |
2,527 |
2,607 |
|
Prepaid pension and other employee benefits |
82 |
83 |
|
Investments in equity-accounted companies |
92 |
87 |
|
Deferred taxes |
994 |
1,006 |
|
Other non-current assets |
473 |
469 |
|
Non-current assets held for sale |
3,677 |
3,427 |
|
Total assets |
45,602 |
44,441 |
|
|
|
|
|
Accounts payable, trade |
4,081 |
4,424 |
|
Contract liabilities |
1,690 |
1,707 |
|
Short-term debt and current maturities of long-term debt |
1,468 |
2,031 |
|
Current operating leases |
323 |
– |
|
Provisions for warranties |
937 |
948 |
|
Other provisions |
1,370 |
1,372 |
|
Other current liabilities |
3,896 |
3,780 |
|
Current liabilities held for sale |
4,018 |
4,185 |
|
Total current liabilities |
17,783 |
18,447 |
|
|
|
|
|
Long-term debt |
7,050 |
6,587 |
|
Non-current operating leases |
795 |
– |
|
Pension and other employee benefits |
1,754 |
1,828 |
|
Deferred taxes |
896 |
927 |
|
Other non-current liabilities |
1,644 |
1,689 |
|
Non-current liabilities held for sale |
578 |
429 |
|
Total liabilities |
30,500 |
29,907 |
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
Common stock, CHF 0.12 par value |
|
|
|
(2,168,148,264 issued shares at March 31, 2019, and December 31, 2018) |
188 |
188 |
|
Additional paid-in capital |
70 |
56 |
|
Retained earnings |
20,411 |
19,839 |
|
Accumulated other comprehensive loss |
(5,355) |
(5,311) |
|
Treasury stock, at cost |
|
|
|
(36,128,111 and 36,185,858 shares at March 31, 2019, and December 31, 2018, respectively) |
(819) |
(820) |
|
Total ABB stockholders’ equity |
14,495 |
13,952 |
|
Noncontrolling interests |
607 |
582 |
|
Total stockholders’ equity |
15,102 |
14,534 |
|
Total liabilities and stockholders’ equity |
45,602 |
44,441 |
|
Due to rounding, numbers presented may not add to the totals provided. |
|
|
|
|
|
|
|
See Notes to the Consolidated Financial Information |
|
|
8 Q1 2019 Financial Information
|
— |
|
|
|
ABB Ltd Consolidated Statements of Cash Flows (unaudited) |
||
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
($ in millions) |
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Operating activities: |
|
|
|
Net income |
564 |
600 |
|
Less: Income from discontinued operations, net of tax |
(149) |
(186) |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
Depreciation and amortization |
231 |
216 |
|
Deferred taxes |
(29) |
(4) |
|
Net loss (gain) from derivatives and foreign exchange |
(26) |
61 |
|
Net loss (gain) from sale of property, plant and equipment |
(34) |
(26) |
|
Net loss (gain) from sale of businesses |
1 |
6 |
|
Share-based payment arrangements |
11 |
10 |
|
Other |
(26) |
– |
|
Changes in operating assets and liabilities: |
|
|
|
Trade receivables, net |
(85) |
(9) |
|
Contract assets and liabilities |
(28) |
(144) |
|
Inventories, net |
(213) |
(246) |
|
Accounts payable, trade |
(307) |
(94) |
|
Accrued liabilities |
154 |
(224) |
|
Provisions, net |
(18) |
(93) |
|
Income taxes payable and receivable |
11 |
(32) |
|
Other assets and liabilities, net |
(154) |
(200) |
|
Net cash used in operating activities – continuing operations |
(97) |
(365) |
|
Net cash used in operating activities – discontinued operations |
(159) |
(153) |
|
Net cash used in operating activities |
(256) |
(518) |
|
|
|
|
|
Investing activities: |
|
|
|
Purchases of investments |
(530) |
(17) |
|
Purchases of property, plant and equipment and intangible assets |
(207) |
(191) |
|
Acquisition of businesses (net of cash acquired) and increases in cost- and equity-accounted companies |
(2) |
(4) |
|
Proceeds from investments |
420 |
277 |
|
Proceeds from maturity of investments |
– |
124 |
|
Proceeds from sales of property, plant and equipment |
48 |
24 |
|
Proceeds from sales of businesses (net of transaction costs and cash disposed) and cost- and |
|
|
|
equity-accounted companies |
(21) |
(10) |
|
Net cash from settlement of foreign currency derivatives |
2 |
5 |
|
Other investing activities |
– |
(8) |
|
Net cash provided by (used in) investing activities – continuing operations |
(290) |
200 |
|
Net cash used in investing activities – discontinued operations |
(44) |
(45) |
|
Net cash provided by (used in) investing activities |
(334) |
155 |
|
|
|
|
|
Financing activities: |
|
|
|
Net changes in debt with original maturities of 90 days or less |
456 |
213 |
|
Increase in debt |
861 |
4 |
|
Repayment of debt |
(1,440) |
(40) |
|
Delivery of shares |
– |
2 |
|
Purchase of treasury stock |
– |
(250) |
|
Dividends paid to noncontrolling shareholders |
(2) |
(5) |
|
Other financing activities |
16 |
15 |
|
Net cash used in financing activities – continuing operations |
(109) |
(61) |
|
Net cash used in financing activities – discontinued operations |
(24) |
(3) |
|
Net cash used in financing activities |
(133) |
(64) |
|
|
|
|
|
Effects of exchange rate changes on cash and equivalents |
12 |
63 |
|
Net change in cash and equivalents |
(711) |
(364) |
|
|
|
|
|
Cash and equivalents, beginning of period |
3,445 |
4,526 |
|
Cash and equivalents, end of period |
2,734 |
4,162 |
|
|
|
|
|
Supplementary disclosure of cash flow information: |
|
|
|
Interest paid |
58 |
62 |
|
Income taxes paid |
226 |
294 |
|
Due to rounding, numbers presented may not add to the totals provided. |
|
|
|
|
|
|
|
See Notes to the Consolidated Financial Information |
|
|
9 Q1 2019 Financial Information
|
— |
|
|
|
|
|
|
|
|
|
ABB Ltd Consolidated Statements of Changes in Stockholders’ Equity (unaudited) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive loss |
Treasury stock |
Total ABB stockholders’ equity |
Non- controlling interests |
Total stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2018 |
188 |
29 |
19,594 |
(4,345) |
(647) |
14,819 |
530 |
15,349 |
|
Cumulative effect of changes in |
|
|
|
|
|
|
|
|
|
accounting principles |
|
|
(192) |
(9) |
|
(201) |
|
(201) |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
Net income |
|
|
572 |
|
|
572 |
28 |
600 |
|
Foreign currency translation |
|
|
|
|
|
|
|
|
|
adjustments, net of tax of $(1) |
|
|
|
180 |
|
180 |
16 |
196 |
|
Effect of change in fair value of |
|
|
|
|
|
|
|
|
|
available-for-sale securities, |
|
|
|
|
|
|
|
|
|
net of tax of $(1) |
|
|
|
(4) |
|
(4) |
|
(4) |
|
Unrecognized income (expense) |
|
|
|
|
|
|
|
|
|
related to pensions and other |
|
|
|
|
|
|
|
|
|
postretirement plans, |
|
|
|
|
|
|
|
|
|
net of tax of $(3) |
|
|
|
10 |
|
10 |
|
10 |
|
Change in derivatives qualifying as |
|
|
|
|
|
|
|
|
|
cash flow hedges, net of tax of $(3) |
|
|
|
(10) |
|
(10) |
|
(10) |
|
Total comprehensive income |
|
|
|
|
|
748 |
44 |
792 |
|
Changes in noncontrolling interests |
|
|
|
|
|
– |
(18) |
(18) |
|
Dividends to |
|
|
|
|
|
|
|
|
|
noncontrolling shareholders |
|
|
|
|
|
– |
(7) |
(7) |
|
Dividends payable to shareholders |
|
|
(1,735) |
|
|
(1,735) |
|
(1,735) |
|
Share-based payment arrangements |
|
12 |
|
|
|
12 |
|
12 |
|
Purchase of treasury stock |
|
|
|
|
(249) |
(249) |
|
(249) |
|
Delivery of shares |
|
(1) |
|
|
3 |
2 |
|
2 |
|
Balance at March 31, 2018 |
188 |
39 |
18,239 |
(4,178) |
(893) |
13,395 |
549 |
13,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2019 |
188 |
56 |
19,839 |
(5,311) |
(820) |
13,952 |
582 |
14,534 |
|
Adoption of accounting |
|
|
|
|
|
|
|
|
|
standard update |
|
|
36 |
(36) |
|
– |
|
– |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
Net income |
|
|
535 |
|
|
535 |
29 |
564 |
|
Foreign currency translation |
|
|
|
|
|
|
|
|
|
adjustments, net of tax of $0 |
|
|
|
(51) |
|
(51) |
6 |
(45) |
|
Effect of change in fair value of |
|
|
|
|
|
|
|
|
|
available-for-sale securities, |
|
|
|
|
|
|
|
|
|
net of tax of $1 |
|
|
|
6 |
|
6 |
|
6 |
|
Unrecognized income (expense) |
|
|
|
|
|
|
|
|
|
related to pensions and other |
|
|
|
|
|
|
|
|
|
postretirement plans, |
|
|
|
|
|
|
|
|
|
net of tax of $17 |
|
|
|
33 |
|
33 |
|
33 |
|
Change in derivatives qualifying as |
|
|
|
|
|
|
|
|
|
cash flow hedges, net of tax of $0 |
|
|
|
4 |
|
4 |
|
4 |
|
Total comprehensive income |
|
|
|
|
|
527 |
35 |
562 |
|
Changes in noncontrolling interests |
|
1 |
|
|
|
1 |
(2) |
(1) |
|
Dividends to |
|
|
|
|
|
|
|
|
|
noncontrolling shareholders |
|
|
|
|
|
– |
(7) |
(7) |
|
Share-based payment arrangements |
|
13 |
|
|
|
13 |
|
13 |
|
Delivery of shares |
|
(1) |
|
|
1 |
– |
|
– |
|
Balance at March 31, 2019 |
188 |
70 |
20,411 |
(5,355) |
(819) |
14,495 |
607 |
15,102 |
|
Due to rounding, numbers presented may not add to the totals provided. |
||||||||
|
|
|
|
|
|
|
|
|
|
|
See Notes to the Consolidated Financial Information |
10 Q1 2019 Financial Information
—
Notes to the Consolidated Financial Information (unaudited)
─
Note 1
The Company and basis of presentation
ABB Ltd and its subsidiaries (collectively, the Company) together form a pioneering technology leader with a comprehensive offering for digital industries. ABB is a leader in digital industries with customer-focused, globally leading businesses.
The Company’s Consolidated Financial Information is prepared in accordance with United States of America generally accepted accounting principles (U.S. GAAP) for interim financial reporting. As such, the Consolidated Financial Information does not include all the information and notes required under U.S. GAAP for annual consolidated financial statements. Therefore, such financial information should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2018.
The preparation of financial information in conformity with U.S. GAAP requires management to make assumptions and estimates that directly affect the amounts reported in the Consolidated Financial Information. The most significant, difficult and subjective of such accounting assumptions and estimates include:
· estimates and assumptions used in determining the fair values of assets and liabilities assumed in business combinations,
· assumptions used in the determination of corporate costs directly attributable to discontinued operations,
· assumptions used in determining inventory obsolescence and net realizable value,
· estimates used to record expected costs for employee severance in connection with restructuring programs,
· assumptions and projections, principally related to future material, labor and project related overhead costs, used in determining the percentage of completion on projects, as well as the amount of variable consideration the Company expects to be entitled to,
· estimates of loss contingencies associated with litigation or threatened litigation and other claims and inquiries, environmental damages, product warranties, self-insurance reserves, regulatory and other proceedings,
· assumptions used in the calculation of pension and postretirement benefits and the fair value of pension plan assets,
· estimates to determine valuation allowances for deferred tax assets and amounts recorded for uncertain tax positions,
· growth rates, discount rates and other assumptions used to determine impairment of long lived assets and in testing goodwill for impairment, and
· assessment of the allowance for doubtful accounts.
The actual results and outcomes may differ from the Company’s estimates and assumptions.
A portion of the Company’s activities (primarily long-term construction activities) has an operating cycle that exceeds one year. For classification of current assets and liabilities related to such activities, the Company elected to use the duration of the individual contracts as its operating cycle. Accordingly, there are accounts receivable, contract assets, inventories and provisions related to these contracts which will not be realized within one year that have been classified as current.
Basis of presentation
In the opinion of management, the unaudited Consolidated Financial Information contains all necessary adjustments to present fairly the financial position, results of operations and cash flows for the reported periods. Management considers all such adjustments to be of a normal recurring nature.
The Company has retained obligations (primarily for environmental and taxes) related to businesses disposed or otherwise exited that qualified as discontinued operations. Changes to these retained obligations are recorded in income/loss from discontinued operations, net of tax.
The Consolidated Financial Information is presented in United States dollars ($) unless otherwise stated. Due to rounding, numbers presented in the Consolidated Financial Information may not add to the totals provided.
Discontinued operations and reclassifications
In December 2018, the Company announced an agreement to divest its Power Grids business to Hitachi Corp. (Japan) (See Note 3 for additional information and relevant disclosures). As a result, this business along with certain real estate assets previously included in Corporate and Other, have been reported as discontinued operations. Financial information and disclosures for prior periods have been retroactively recast to give effect to the discontinued operations presentation.
11 Q1 2019 Financial Information
─
Note 2
Recent accounting pronouncements
Applicable for current periods
Leases
In January 2019, the Company adopted a new accounting standard that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than twelve months with several practical expedients. The new accounting standard continues to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. It also requires additional disclosures about the Company’s leasing activities. The Company has elected to not recognize lease assets and lease liabilities for leases with terms of less than twelve months and to not separate lease and non‑lease components for leases other than real estate.
The Company has adopted the standard on a modified retrospective basis and has therefore recorded a cumulative-effect adjustment to the opening balance of retained earnings on January 1, 2019. It has elected to apply the package of practical expedients which permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. While the adoption of this standard only had an insignificant impact on the Company’s results of operations and cash flows, total assets and total liabilities increased by $1,344 million and $1,360 million, respectively, of which $148 million and $153 million, respectively, relate to assets and liabilities held for sale. Comparable information has not been restated to reflect the adoption of this new standard and continues to be measured and reported under the accounting standard in effect for those period presented.
Derivatives and Hedging—Targeted improvements to accounting for hedging activities
In January 2019, the Company adopted an accounting standard update which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. This update was applied on a modified retrospective basis for cash flow and net investment hedges and prospectively for the amended presentation and disclosure guidance but did not have a significant impact on the consolidated financial statements.
Reclassification of certain tax effects from accumulated other comprehensive income
In January 2019, the Company adopted an accounting standard update which allows a reclassification of the stranded tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 to retained earnings. The updated guidance was applied in the period of adoption and resulted in a reclassification of $36 million from accumulated other comprehensive income to retained earnings.
Applicable for future periods
Measurement of credit losses on financial instruments
In June 2016, an accounting standard update was issued which replaces the existing incurred loss impairment methodology for most financial assets with a new “current expected credit loss” model. The new model will result in the immediate recognition of the estimated credit losses expected to occur over the remaining life of financial assets such as trade and other receivables, held-to-maturity debt securities, loans and other instruments. Credit losses relating to available-for-sale debt securities will be measured in a manner similar to current GAAP, except that the losses will be recorded through an allowance for credit losses rather than as a direct write-down of the security.
This update is effective for the Company for annual and interim periods beginning January 1, 2020, with early adoption permitted for annual and interim periods beginning January 1, 2019. The Company is currently evaluating the impact of this update on its consolidated financial statements.
Customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract
In August 2018, an accounting standard update was issued which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This update is effective for the Company for annual and interim periods beginning January 1, 2020, with early adoption in any interim period permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.
Disclosure Framework — Changes to the disclosure requirements for fair value measurement
In August 2018, an accounting standard update was issued which modifies the disclosure requirements for fair value measurements. The update eliminates the requirements to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, the timing of transfers between levels and the Level 3 valuation process, while expanding the Level 3 disclosures to include the range and weighted‑average used to develop significant unobservable inputs and the changes in unrealized gains and losses on recurring fair value measurements. This update is effective for the Company for annual and interim periods beginning January 1, 2020, with early adoption permitted. The changes and modifications to the Level 3 disclosures are to be applied prospectively, while all other amendments are to be applied retrospectively. The Company is currently evaluating the impact of this update on its disclosures but does not expect that it will have a material effect on its consolidated financial statements.
12 Q1 2019 Financial Information
─
Note 3
Discontinued operations
Held for sale and discontinued operations
The Company reports a disposal, or planned disposal, of a component or a group of components as a discontinued operation if the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. A strategic shift could include a disposal of a major geographical area, a major line of business or other major parts of the Company. A component may be a reportable segment or an operating segment, a reporting unit, a subsidiary, or an asset group.
Assets and liabilities of a component reported as a discontinued operation are presented as held for sale in the Company’s Consolidated Balance Sheets.
Interest that is not directly attributable to or related to the Company’s continuing business or discontinued business is allocated to discontinued operations based on the ratio of net assets to be sold less debt that is required to be paid as a result of the planned disposal transaction to the sum of total net assets of the Company plus consolidated debt. General corporate overhead is not allocated to discontinued operations.
On December 17, 2018, the Company announced an agreement to divest 80.1 percent of its Power Grids business to Hitachi Ltd. (Hitachi) valuing the business at $11 billion. The business also includes certain real estate properties which were previously reported within Corporate and Other as the Company primarily manages real estate assets centrally as corporate assets. As a result, this business, along with the related real estate assets previously included in Corporate and Other, have been reported as discontinued operations. The divestment is expected to be completed in the first half of 2020, following the receipt of customary regulatory approvals as well as the completion of certain legal entity reorganizations expected to be completed before the sale. Assets and liabilities in the discontinued operation have maintained their existing classification as current or non-current as the sale is not expected to be completed for more than 12 months.
As this planned divestment represents a strategic shift that will have a major effect on the Company’s operations and financial results, the results of operations for this business have been presented as discontinued operations and the assets and liabilities are reflected as held-for-sale for all periods presented. Financial information and disclosures previously reported as of and for the three months ended March 31, 2018, have been retroactively recast to give effect to the discontinued operations presentation. In addition, amounts relating to stranded corporate costs have been excluded from discontinued operations and are now included as a component of Corporate and Other. Stranded costs represent overhead and other management costs which were previously able to be included in the measure of segment profit (Operational EBITA) for the former Power Grids operating segment but are not directly attributable to the discontinued operation and thus do not qualify to be recorded as part of income from discontinued operations.
Operating results of the discontinued operations are summarized as follows:
|
|
|
|
Three months ended |
|
|
($ in millions) |
|
|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Total revenues |
|
|
2,129 |
2,385 |
|
Total cost of sales |
|
|
(1,590) |
(1,772) |
|
Gross profit |
|
|
539 |
613 |
|
Expenses |
|
|
(330) |
(350) |
|
Income from operations |
|
|
209 |
263 |
|
Net interest and other finance expense |
|
|
(14) |
(18) |
|
Non-operational pension (cost) credit |
|
|
3 |
3 |
|
Income from discontinued operations before taxes |
|
|
198 |
248 |
|
Provision for taxes |
|
|
(49) |
(62) |
|
Income from discontinued operations, net of tax |
|
|
149 |
186 |
Of the total Income from discontinued operations before taxes in the table above, $186 million and $232 million in the three months ended March 31, 2019 and 2018, respectively, are attributable to the Company, while the remainder is attributable to noncontrolling interests.
Income from discontinued operations before taxes excludes stranded costs which were previously able to be allocated to the Power Grids operating segment. As a result, for the three months ended March 31, 2019 and 2018, $67 million and $76 million, respectively, of allocated overhead and other management costs, which were previously able to be included in the measure of segment profit for the Power Grids operating segment are now reported as part of Corporate and Other. In the table above, Net interest and other finance expense in the three months ended March 31, 2019 and 2018, includes $13 million and $9 million, respectively, of interest expense which has been recorded on an allocated basis in accordance with the Company’s accounting policy election. In addition, as required by U.S. GAAP, subsequent to December 17, 2018, the Company has not recorded depreciation or amortization on the property, plant and equipment and intangible assets reported as discontinued operations and as a result, a total of $51 million of depreciation and amortization expense was not recorded in the three months ended March 31, 2019.
Included in the reported Total revenues of the Company for the three months ended March 31, 2019 and 2018, are revenues from the Company’s operating segments to the Power Grids business of $53 million and $59 million, respectively, which represent intercompany transactions that, prior to Power Grids being classified as a discontinued operation, were eliminated in the Company’s Consolidated Financial Information (see Note 16).
13 Q1 2019 Financial Information
The major components of assets and liabilities held for sale in the Company’s Consolidated Balance Sheets are summarized as follows:
|
($ in millions) |
Mar. 31, 2019 |
Dec. 31, 2018 |
|
Receivables, net |
2,389 |
2,377 |
|
Contract assets |
1,268 |
1,236 |
|
Inventories, net |
1,541 |
1,457 |
|
Other current assets |
107 |
94 |
|
Current assets held for sale |
5,305 |
5,164 |
|
|
|
|
|
Property, plant and equipment, net |
1,551 |
1,477 |
|
Goodwill |
1,621 |
1,620 |
|
Other non-current assets |
505 |
330 |
|
Non-current assets held for sale |
3,677 |
3,427 |
|
|
|
|
|
Accounts payable, trade |
1,601 |
1,732 |
|
Contract liabilities |
1,015 |
998 |
|
Other current liabilities |
1,402 |
1,455 |
|
Current liabilities held for sale |
4,018 |
4,185 |
|
|
|
|
|
Pension and other employee benefits |
264 |
268 |
|
Other non-current liabilities |
314 |
161 |
|
Non-current liabilities held for sale |
578 |
429 |
─
Note 4
Acquisitions and divestments
Acquisitions
On June 30, 2018, the Company acquired through numerous share and asset purchases substantially all the assets, liabilities and business activities of GE Industrial Solutions (GEIS), GE’s global electrification solutions business. GEIS, headquartered in Atlanta, United States, provides technologies that distribute and control electricity and support the commercial, data center, health care, mining, renewable energy, oil and gas, water and telecommunications sectors. The resulting cash outflows for the Company amounted to $2,622 million (net of cash acquired of $192 million). The acquisition strengthens the Company’s global position in electrification and expands its access to the North American market through strong customer relationships, a large installed base and extensive distribution networks. Consequently, the goodwill acquired represents expected operating synergies and cost savings as well as intangible assets that are not separable such as employee know-how and expertise.
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 acquired assets and liabilities becomes available. Given the timing and complexity of the acquisition of GEIS, the purchase price allocation in the Company’s Consolidated Financial Information has not yet been finalized, primarily relating to amounts allocated to net working capital, pension obligations, current and deferred income taxes as well as intangible assets. Changes in allocated amounts could also affect the amount attributable to the noncontrolling interest. At March 31, 2019, the Company is still gathering, analyzing and evaluating relevant information, including certain inputs required for the valuation of intangibles. As a result, amounts recorded in the preliminary purchase price allocation may still change in the second quarter of 2019. The final purchase price adjustments as well as the final fair value determinations could result in material adjustments to the values presented in the preliminary purchase price allocation table below.
14 Q1 2019 Financial Information
The aggregate preliminary allocation (including measurement period adjustments) of the purchase consideration for GEIS, is as follows:
|
|
Preliminary |
Weighted-average |
|
|
($ in millions) |
allocated amounts |
useful life |
|
|
Technology |
87 |
7 years |
|
|
Customer relationships |
214 |
14 years |
|
|
Trade names |
122 |
13 years |
|
|