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.

2 

  

 

 


 

 

 

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.

Short-term outlook

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

Orders

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.

Market overview

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

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

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, basic and operational earnings per share

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

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

 

 

 

 


 

 

Q1 divisional performance

 ($ 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.

Electrification Products

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.

Industrial Automation

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.

Robotics and Motion

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

 

 

 

 


 

 

A leader focused in digital industries

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.

Business highlights

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.

Transformation update

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.

Short- and long-term outlook

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

 

 

 

 


 

 

More information

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

Important notice about forward-looking information

This press release includes forward-looking information and statements as well as other statements concerning the outlook  for  our  business,  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

 

 


 

 


For more information, please contact:

Media Relations
Phone: +41 43 317 71 11
E-mail: media.relations@ch.abb.com

Investor Relations
Phone: +41 43 317 71 11
E-mail: investor.relations@ch.abb.com

ABB Ltd
Affolternstrasse 44
8050 Zurich
Switzerland

 

 

 

 

 

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