ABB LTD

FORM 20-F

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Table of Contents
As filed with the Securities and Exchange Commission on March 14, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F
Commission file number: 001-16429

ABB Ltd
(Exact name of registrant as specified in its charter)
Switzerland
(Jurisdiction of incorporation or organization)
Affolternstrasse 44
CH-8050 Zurich
Switzerland
(Address of principal executive offices)
Richard A. Brown
Affolternstrasse 44
CH-8050 Zurich
Switzerland
Telephone: +41-43-317-7111
Facsimile: +41-43-317-7992
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
American Depositary Shares,
each representing one Registered Share
New York Stock Exchange
Registered Shares, par value CHF 1.03 New York Stock Exchange*





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

OR





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

For the fiscal year ended December 31, 2012

OR





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

OR





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

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 2,314,743,264 Registered
Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in
Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. item 17 item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
* Listed on the New York Stock Exchange not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the
requirements of the Securities and Exchange Commission.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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TABLE OF CONTENTS
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Page
PART I 3
Item 1. Identity of Directors, Senior Management and Advisers 3
Item 2. Offer Statistics and Expected Timetable 3
Item 3. Key Information 4
Item 4. Information on the Company 15
Item 4A. Unresolved Staff Comments 32
Item 5. Operating and Financial Review and Prospects 32
Item 6. Directors, Senior Management and Employees 83
Item 7. Major Shareholders and Related Party Transactions 101
Item 8. Financial Information 102
Item 9. The Offer and Listing 104
Item 10. Additional Information 105
Item 11. Quantitative and Qualitative Disclosures About Market Risk 118
Item 12. Description of Securities Other than Equity Securities 121
PART II 121
Item 13. Defaults, Dividend Arrearages and Delinquencies 121
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 121
Item 15. Controls and Procedures 121
Item 15T. Controls and Procedures 122
Item 16A. Audit Committee Financial Expert 122
Item 16B. Code of Ethics 123
Item 16C. Principal Accountant Fees and Services 123
Item 16D. Exemptions from the Listing Standards for Audit Committees 123
Item 16E. Purchase of equity securities by Issuer & Affiliated Purchases 123
Item 16F. Change in Registrant's Certifying Accountant 123
Item 16G. Corporate Governance 124
Item 16H. Mine Safety Disclosure 124
PART III 124
Item 17. Financial Statements 124
Item 18. Financial Statements 124
Item 19. Exhibits 125
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INTRODUCTION
ABB Ltd is a corporation organized under the laws of Switzerland. In this Annual Report, "the ABB Group," "ABB," the "Company," "we,"
"our" and "us" refer to ABB Ltd and its consolidated subsidiaries (unless the context otherwise requires). We also use these terms to refer to
ABB Asea Brown Boveri Ltd and its subsidiaries prior to the establishment of ABB Ltd as the holding company for the entire ABB Group in
1999, as described in this Annual Report under "Item 4. Information on the CompanyIntroductionHistory of the ABB Group." Our
American Depositary Shares (each representing one registered share of ABB Ltd) are referred to as "ADSs." The registered shares of ABB Ltd
are referred to as "shares." Our principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, telephone number
+41-43-317-7111.

FINANCIAL AND OTHER INFORMATION
ABB Ltd has prepared its statutory unconsolidated financial statements in accordance with the Swiss Code of Obligations. The
Consolidated Financial Statements of ABB Ltd, including the notes thereto, as of December 31, 2012 and 2011, and for each of the years in the
three-year period ended December 31, 2012 (our Consolidated Financial Statements) have been prepared in accordance with United States
generally accepted accounting principles (U.S. GAAP).
In this Annual Report: (i) "$," "U.S. dollar" and "USD" refer to the lawful currency of the United States of America; (ii) "CHF" and "Swiss
franc" refer to the lawful currency of Switzerland; (iii) "EUR" and "euro" refer to the lawful currency of the participating member states of the
European Economic and Monetary Union (Eurozone); (iv) "SEK" and "Swedish krona" refer to the lawful currency of Sweden; (v) "GBP" and
"pound sterling" refer to the lawful currency of the United Kingdom; (vi) "Indian rupee" refers to the lawful currency of India; (vii) "Chinese
renminbi" refers to the lawful currency of the People's Republic of China; (viii) "AED" refers to the lawful currency of the United Arab
Emirates; (ix) "AUD" and "Australian dollar" refer to the lawful currency of Australia; and (x) "Canadian dollar" refers to the lawful currency of
Canada.
Except as otherwise stated, all monetary amounts in this Annual Report are presented in U.S. dollars. Where specifically indicated, amounts
in Swiss francs have been translated into U.S. dollars. These translations are provided for convenience only, and they are not representations that
the Swiss franc could be converted into U.S. dollars at the rate indicated. These translations have been made using the twelve o'clock buying rate
in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York as of December 31,
2012, unless otherwise indicated. The twelve o'clock buying rate for Swiss francs on December 31, 2012 was $1.00 = CHF 0.9155. The twelve
o'clock buying rate for Swiss francs on March 8, 2013 was $1.00 = CHF 0.9535.

FORWARD-LOOKING STATEMENTS
This Annual Report includes forward-looking statements. These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will," or "should" or, in each case, their
negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They
appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations
concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, dispositions, strategies and the
countries and industries in which we operate.
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These forward-looking statements include, but are not limited to the following:
statements in "Item 3. Key InformationDividends and Dividend Policy" regarding our policy on future dividend payments,

statements in "Item 3. Key InformationRisk Factors,"

statements in "Item 4. Information on the Company" regarding the timing of intended capital expenditures,

statements in "Item 5. Operating and Financial Review and Prospects" regarding our management objectives, including our mid-
term outlook, as well as trends in results, prices, volumes, operations, margins and overall market trends, and

statements in "Item 8. Financial InformationLegal Proceedings" regarding the outcome of certain legal and compliance matters.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual
results of operations, financial condition and liquidity, and the development of the countries and industries in which we operate, may differ
materially from those described in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our
results of operations, financial condition and liquidity, and the development of the countries and industries in which we operate, are consistent
with the forward-looking statements contained in this Annual Report, those results or developments may not be indicative of results or
developments in subsequent periods. Important factors that could cause actual results to differ materially from our expectations are contained in
cautionary statements in this Annual Report and include, without limitation, the following:
Our business is exposed to risks associated with the volatile global economic environment and political conditions.

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

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

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

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

Our multi-national operations expose us to the risk of fluctuations in currency exchange rates.

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

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

An inability to protect our intellectual property rights could adversely affect our business.

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

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

We may be the subject of product liability claims.

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

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

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

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

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

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

Increased information technology (IT) security threats and more sophisticated and targeted computer crime could pose a risk to
our systems, networks, products, solutions and services.
We urge you to read the sections of this Annual Report entitled "Item 3. Key InformationRisk Factors," "Item 4. Information on the
Company" and "Item 5. Operating and Financial Review and Prospects" for a more complete discussion of the factors that could affect our future
performance and the countries and industries in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking
circumstances described in this Annual Report and the assumptions underlying them may not occur.
Except as required by law or applicable stock exchange rules or regulations, we undertake no obligation to update or revise publicly any
forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking
statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to
above and contained elsewhere in this Annual Report.

PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable
Item 2. Offer Statistics and Expected Timetable
Not applicable
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Item 3. Key Information
SELECTED FINANCIAL DATA
The following table presents our selected financial and operating information at the dates and for each of the periods indicated. You should
read the following information together with the information contained in "Item 5. Operating and Financial Review and Prospects," as well as
our Consolidated Financial Statements and the Notes thereto, included elsewhere in this Annual Report.
Our selected financial data are presented in the following tables in accordance with U.S. GAAP and have been derived from our published
Consolidated Financial Statements. Our Consolidated Financial Statements as of and for each of the years ended December 31, 2012, 2011,
2010, 2009 and 2008 were audited by Ernst & Young AG.
INCOME STATEMENT DATA:
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($ in millions, except per share data in $) 2012 2011 2010 2009 2008
Total revenues 39,336 37,990 31,589 31,795 34,912
Total cost of sales (27,958 ) (26,556 ) (22,060 ) (22,470 ) (23,972 )
Gross profit 11,378 11,434 9,529 9,325 10,940
Selling, general and administrative
expenses (5,756 ) (5,373 ) (4,615 ) (4,491 ) (4,795 )
Non-order related research and
development expenses (1,464 ) (1,371 ) (1,082 ) (1,037 ) (1,027 )
Other income (expense), net (100 ) (23 ) (14 ) 329 (566 )
Earnings before interest and taxes 4,058 4,667 3,818 4,126 4,552
Interest and dividend income 73 90 95 121 315
Interest and other finance expense (293 ) (207 ) (173 ) (127 ) (349 )
Income from continuing operations
before taxes 3,838 4,550 3,740 4,120 4,518
Provision for taxes (1,030 ) (1,244 ) (1,018 ) (1,001 ) (1,119 )
Income from continuing operations, net
of tax 2,808 3,306 2,722 3,119 3,399
Income (loss) from discontinued
operations, net of tax 4 9 10 17 (21 )
Net income 2,812 3,315 2,732 3,136 3,378
Net income attributable to noncontrolling
interests (108 ) (147 ) (171 ) (235 ) (260 )
Net income attributable to ABB 2,704 3,168 2,561 2,901 3,118
Amounts attributable to ABB
shareholders:
Income from continuing operations, net
of tax 2,700 3,159 2,551 2,884 3,142
Net income 2,704 3,168 2,561 2,901 3,118
Basic earnings per share attributable to
ABB shareholders:
Income from continuing operations, net
of tax 1.18 1.38 1.12 1.26 1.37
Net income 1.18 1.38 1.12 1.27 1.36
Diluted earnings per share attributable to
ABB shareholders:
Income from continuing operations, net
of tax 1.18 1.38 1.11 1.26 1.37
Net income 1.18 1.38 1.12 1.27 1.36
Weighted-average number of shares
outstanding (in millions) used to
compute:
Basic earnings per share attributable to
ABB shareholders 2,293 2,288 2,287 2,284 2,287
Diluted earnings per share attributable to
ABB shareholders 2,295 2,291 2,291 2,288 2,296
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BALANCE SHEET DATA:
CASH FLOW DATA:

DIVIDENDS AND DIVIDEND POLICY
Payment of dividends is subject to general business conditions, ABB's current and expected financial condition and performance and other
relevant factors including growth opportunities. ABB's current dividend policy is to pay a steadily rising, sustainable annual dividend over time.
The unconsolidated statutory financial statements of ABB Ltd are prepared in accordance with Swiss law. Based on these financial
statements, dividends may be paid only if ABB Ltd has sufficient distributable profits from previous fiscal years or sufficient free reserves to
allow the distribution of a dividend. In addition, at least 5 percent of ABB Ltd's annual net profits must be retained and booked as legal reserves
(which is comprised of ordinary reserves, capital contribution reserve and reserve for own shares), unless these reserves already amount to
20 percent of ABB Ltd's share capital. As a holding company, ABB Ltd's main sources of income are dividend and interest from its subsidiaries.
At December 31, 2012, of the CHF 12,357 million of stockholders' equity recorded in the unconsolidated statutory financial statements,
CHF 2,384 million was attributable to share capital, CHF 5,364 million was attributable to legal reserves (of which CHF 3,969 million was
attributable to the capital contribution reserve and CHF 395 million was attributable to the reserve for own shares), and CHF 4,609 million was
attributable to free reserves, principally representing net income and retained earnings available for distribution.
ABB Ltd may only pay out a dividend if it has been proposed by a shareholder or the board of directors of ABB Ltd and approved at a
general meeting of shareholders, and the auditors confirm that the dividend conforms to statutory law and the Articles of Incorporation of
ABB Ltd. In practice, the shareholders' meeting usually approves dividends as proposed by the board of directors, if the board of directors'
proposal is confirmed by the statutory auditors.
Dividends are usually due and payable no earlier than three trading days after the shareholders' resolution, and when paid by way of a
nominal value reduction after a two month period from public calls to creditors and certain subsequent actions as required under Swiss law.
Dividends not collected within five years after the due date accrue to ABB Ltd and are allocated to its other reserves. For
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December 31,

($ in millions)
2012

2011

2010

2009

2008

Cash and equivalents 6,875 4,819 5,897 7,119 6,399
Marketable securities and short-term
investments 1,606 948 2,713 2,433 1,354
Total assets 49,070 39,648 36,295 34,728 33,011
Long-term debt 7,534 3,231 1,139 2,172 2,009
Total debt
(1)
10,071 3,996 2,182 2,333 2,363
Capital stock and additional paid-in capital 1,691 1,621 1,454 3,943 4,841
Total stockholders' equity (including
noncontrolling interests) 17,446 16,336 15,458 14,473 11,770
($ in millions) 2012 2011 2010 2009 2008
Net cash provided by operating activities 3,779 3,612 4,197 4,027 3,958
Net cash provided by (used in) investing
activities (5,575 ) (3,253 ) (2,747 ) (2,172 ) 114
Net cash provided by (used in) financing
activities 3,762 (1,208 ) (2,530 ) (1,349 ) (2,119 )
(1) Total debt is equal to the sum of short-term debt (including current maturities of long-term debt) and long-term debt.
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information about the deduction of withholding taxes from dividend payments, see "Item 10. Additional InformationTaxation."
We have established a dividend access facility for shareholders who are resident in Sweden under which these shareholders may register
with Euroclear Sweden AB, as a holder of up to 600,004,716 shares, and receive dividends in the Swedish kronor equivalent to the dividend paid
in Swiss francs without deduction of Swiss withholding tax. For further information, see "Item 10. Additional InformationTaxation."
Because ABB Ltd pays cash dividends, if any, in Swiss francs (subject to the exception for certain shareholders in Sweden described
above), exchange rate fluctuations will affect the U.S. dollar amounts received by holders of ADSs upon conversion of those cash dividends by
Citibank, N.A., the depositary, in accordance with the Amended and Restated Deposit Agreement dated May 7, 2001.
With respect to the years ended December 31, 2008, 2009, 2010 and 2011, ABB Ltd paid a dividend of CHF 0.48 (USD 0.45) per share,
CHF 0.51 (USD 0.48) per share, CHF 0.60 (USD 0.69) per share and CHF 0.65 (USD 0.69) per share, respectively. The dividends with respect
to each of the years ended December 31, 2008 and 2009, were paid by way of a nominal value reduction (reduction in the par value of each
share). The USD amounts for each of the foregoing dividend payments made in CHF have been translated using the average rates of the month
in which the dividends were paid.
With respect to the year ended December 31, 2012, ABB Ltd's board of directors has proposed to pay a dividend of CHF 0.68 per share,
subject to approval by shareholders at ABB's 2013 Annual General Meeting.

RISK FACTORS
You should carefully consider all of the information set forth in this Annual Report and the following description of risks and uncertainties
that we currently believe may exist. Our business, financial condition or results of operations could be adversely affected by any of these risks.
Additional risks of which we are unaware or that we currently deem immaterial may also impair our business operations. This Annual Report
also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those described below and elsewhere in this Annual Report. See "Forward-
Looking Statements."
Our business is exposed to risks associated with the volatile global economic environment and political conditions.
Adverse changes in economic or political conditions, both inside and outside the U.S., could have a material adverse effect on our business,
financial condition, results of operations and liquidity. Volatility in the global financial markets continues to be at high levels. Volatile oil prices,
equity market values, disruptions in the financial markets, weakened consumer confidence, risks of increased inflation and deflation and
increased unemployment rates have created fears of a recession. In addition, the on-going sovereign debt crisis affecting various countries in the
European Union is creating further uncertainties in the global credit markets. These disruptions may continue to have an ongoing adverse effect
on the world economy. Continuing economic volatility and financial market disruptions may adversely impact the demand for our products and
services. These and other factors may prevent our customers and suppliers from obtaining the financing required to pursue their business
activities as planned, which may force them to modify, delay or cancel plans to purchase or supply our products or services. In addition, if our
customers do not generate sufficient revenue, or fail to obtain access to the capital markets, they may not be able to pay, or may delay payment
of, the amounts they owe us. Customers with liquidity issues may lead to additional bad debt expense for us, which may adversely affect our
results of operations and cash flows. We are also subject to the risk that the counterparties
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to our credit agreements and hedging transactions may go bankrupt if they suffer catastrophic demand on their liquidity that prevents them from
fulfilling their contractual obligations to us.
Apart from effects relating to the financial crisis and the global economic slowdown that it entailed, our business environment is influenced
by numerous other economic or political uncertainties which will affect the global economy and the international capital markets. In periods of
slow economic growth or decline, our customers are more likely to decrease expenditures on the types of products and systems we supply and
we are more likely to experience decreased revenues as a result. Our power technology divisions are affected by the level of investments by
utilities, and our automation technology divisions are affected by conditions in a broad range of industries, including the automotive,
pharmaceutical, pulp and paper, marine, metals and minerals and manufacturing and consumer industries. At various times during the last
several years, we also have experienced, and may experience in the future, gross margin declines in certain businesses, reflecting the effect of
items such as competitive pricing pressures, inventory write-downs, charges associated with the cancellation of planned expansion, increases in
pension and postretirement benefit expenses, and increases in component and manufacturing costs resulting from higher labor and material costs
borne by our manufacturers and suppliers that, as a result of competitive pricing pressures or other factors, we are unable to pass on to our
customers. Economic downturns also may lead to restructuring actions and associated expenses. Uncertainty about future economic conditions
makes it difficult for us to forecast operating results and to make decisions about future investments.
In addition, we are subject to the risks that our business operations in or with certain countries may be adversely affected by trade or
economic sanctions or other restrictions imposed on these countries and that actual or potential investors that object to these business operations
may adversely affect the price of our shares by disposing of, or deciding not to, purchase our shares. These countries may from time to time
include countries that are identified by the United States as state sponsors of terrorism. In 2012, our total revenues from business with countries
identified by the U.S. government as state sponsors of terrorism represented a very small percent of our total revenues. Based on the amount of
revenues and other relevant quantitative and qualitative factors we have determined that our business in 2012 with countries identified by the
U.S. government as state sponsors of terrorism was not material.
Illegal behavior by any of our employees or agents could have a material adverse impact on our consolidated operating results, cash flows,
and financial position as well as on our reputation and our ability to do business.
Certain of our employees or agents have taken, and may in the future take, actions that violate or are alleged to violate the U.S. Foreign
Corrupt Practices Act of 1977 (FCPA), legislation promulgated pursuant to the 1997 Organisation for Economic Co-operation and Development
(OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, applicable antitrust laws and
other applicable laws or regulations. For more information regarding investigations of past actions taken by certain of our employees, see
"Item 8. Financial InformationLegal Proceedings." Such actions have resulted, and in the future could result, in governmental investigations,
enforcement actions, civil and criminal penalties, including monetary penalties and other sanctions, and civil litigation. It is possible that any
governmental investigation or enforcement action arising from such matters could conclude that a violation of applicable law has occurred and
the consequences of any such investigation or enforcement action may have a material adverse impact on our consolidated operating results, cash
flows and financial position. In addition, such actions, whether actual or alleged, could damage our reputation and ability to do business.
Further, detecting, investigating and resolving such actions could be expensive and could consume significant time and attention of our
senior management. While we are committed to conducting business in a legal and ethical manner, our internal control systems have not been,
and in the future
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may not be, completely effective to prevent and detect such improper activities by our employees and agents.
Our operations in emerging markets expose us to risks associated with conditions in those markets.
A significant amount of our operations is conducted in the emerging markets in South America, Asia, and the Middle East and Africa. In
2012, approximately 45 percent of our consolidated revenues were generated from these emerging markets. Operations in emerging markets can
present risks that are not encountered in countries with well-established economic and political systems, including:
economic instability, which could make it difficult for us to anticipate future business conditions in these markets, cause delays in
the placement of orders for projects that we have been awarded and subject us to volatile geographic markets,

political or social instability, such as the recent political unrest in Northern Africa, which could make our customers less willing
to make cross-border investments in such regions and could complicate our dealings with governments regarding permits or other
regulatory matters, local businesses and workforces,

boycotts and embargoes that may be imposed by the international community on countries in which we operate could adversely
affect the ability of our operations in those countries to obtain the materials necessary to fulfill contracts and our ability to pursue
business or establish operations in those countries,

foreign state takeovers of our facilities,

significant fluctuations in interest rates and currency exchange rates,

the imposition of unexpected taxes or other payments on our revenues in these markets,

the ability to obtain financing and/or insurance coverage from export credit agencies, and

the introduction of exchange controls and other restrictions by foreign governments.
Additionally, political and social instability resulting from increased violence in certain countries in which we do business has raised
concerns about the safety of our personnel. These concerns may hinder our ability to send personnel abroad and to hire and retain local
personnel. Such concerns may require us to increase security for personnel traveling to such facilities or to conduct more operations from our
other facilities rather than from facilities located in such countries, which may negatively impact our operations and result in higher costs and
inefficiencies.
In addition, the legal and regulatory systems of many emerging market countries are less developed and less well-enforced than in
industrialized countries. Therefore, our ability to protect our contractual and other legal rights in these countries could be limited. Consequently,
our exposure to the conditions in or affecting emerging markets may adversely affect our business, financial condition, results of operations and
liquidity.
Undertaking long-term, fixed price or turnkey projects exposes our businesses to risk of loss should our actual costs exceed our estimated or
budgeted costs.
We derive a portion of our revenues from long-term, fixed price or turnkey projects that are awarded on a competitive basis and can take
many months, or even years, to complete. Such contracts involve substantial risks, including the possibility that we may underbid and the fact
that we typically assume substantially all of the risks associated with completing the project and the post-completion warranty obligations. These
risks include the project's technical risk, meaning that we must tailor our products and systems to satisfy the technical requirements of a project
even though, at the time we are awarded the project, we may not have previously produced such a product or system. The revenue, cost
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and gross profit realized on such contracts can vary, sometimes substantially, from our original projections because of changes in conditions,
including but not limited to:
unanticipated technical problems with the equipment being supplied or developed by us which may require us to incur
incremental expenses to remedy the problem,

changes in the cost of components, materials or labor,

difficulties in obtaining required governmental permits or approvals,

project modifications that create unanticipated costs,

delays caused by force majeure or local weather and geological conditions, including natural disasters,

customer delays,

shortages of construction equipment,

changes in law or government policy,

supply bottlenecks, especially of key components, and

suppliers', subcontractors' or consortium partners' failure to perform.
These risks are exacerbated if the duration of the project is extended because then there is an increased risk that the circumstances upon
which we originally bid and quoted a price change in a manner that increases our costs. In addition, we sometimes bear the risk of delays caused
by unexpected conditions or events. Our project contracts often make us subject to penalties if we cannot complete portions of the project in
accordance with agreed-upon time limits and guaranteed performance levels.
We operate in very competitive markets and could be adversely affected if we fail to keep pace with technological changes.
We operate in very competitive environments in particular with respect to product performance, developing integrated systems and
applications that address the business challenges faced by our customers, pricing, new product introduction time and customer service. The
relative importance of these factors differs across the geographic markets and product areas that we serve. The markets for our products and
services are characterized by evolving industry standards (particularly for our automation technology products and systems), rapidly changing
technology and increased competition as a result of privatization (particularly for our power products and systems). For example, as power
transmission and distribution providers throughout the world have been undergoing substantial privatization, their need has increased for timely
product and service innovations that increase efficiency and allow them to compete in a deregulated environment. Additionally, the continual
development of advanced technologies for new products and product enhancements is an important way in which we maintain acceptable pricing
levels. If we fail to keep pace with technological changes in the industrial sectors that we serve, we may experience price erosion and lower
margins.
All of our primary competitors are sophisticated companies with significant resources that may develop products and services that are
superior to our products and services or may adapt more quickly than we do to new technologies, industry changes or evolving customer
requirements. We are also facing increased competition from low cost competitors in emerging markets, which may give rise to increased
pressure to reduce our prices. Our failure to anticipate or respond quickly to technological developments or customer requirements could
adversely affect our business, results of operations, financial condition and liquidity.
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Our multi-national operations expose us to the risk of fluctuations in currency exchange rates.
Exchange rate fluctuations have had, and could continue to have, a material impact on our operating results, the comparability of our results
between periods, the value of assets or liabilities as recorded on our Consolidated Balance Sheet and the price of our securities. The global
financial crisis has led to increased volatility in exchange rates, which makes it harder to predict exchange rates and thus do accurate financial
planning. Changes in exchange rates can unpredictably and adversely affect our consolidated operating results and could result in exchange
losses.
Currency Translation Risk. The results of operations and financial position of most of our non-U.S. companies are initially recorded in
the currency, which we call "local currency," of the country in which the respective company resides. That financial information is then
translated into U.S. dollars at the applicable exchange rates for inclusion in our Consolidated Financial Statements. The exchange rates between
local currencies and the U.S. dollar can fluctuate substantially, which could have a significant translation effect on our reported consolidated
results of operations and financial position.
Increases and decreases in the value of the U.S. dollar versus local currencies will affect the reported value of our local currency assets,
liabilities, revenues and costs in our Consolidated Financial Statements, even if the value of these items has not changed in local currency terms.
These translations could significantly and adversely affect our results of operations and financial position from period to period.
Currency Transaction Risk. Currency risk exposure also affects our operations when our sales are denominated in currencies that are
different from those in which our manufacturing or sourcing costs are incurred. In this case, if after the parties agree on a price, the value of the
currency in which the price is to be paid were to weaken relative to the currency in which we incur manufacturing or sourcing costs, there would
be a negative impact on the profit margin for any such transaction. This transaction risk may exist regardless of whether or not there is also a
currency translation risk as described above.
Currency exchange rate fluctuations in those currencies in which we incur our principal manufacturing expenses or sourcing costs may
adversely affect our ability to compete with companies whose costs are incurred in other currencies. If our principal expense currencies
appreciate in value against such other currencies, our competitiveness may be weakened.
Our hedging activities may not protect us against the consequences of significant fluctuations in exchange rates, interest rates or commodity
prices on our earnings and cash flows.
Our policy is to hedge material currency exposures by entering into offsetting transactions with third-party financial institutions. Given the
effective horizons of our risk management activities and the anticipatory nature of the exposures intended to be hedged, there can be no
assurance that our currency hedging activities will fully offset the adverse financial impact resulting from unfavorable movements in foreign
exchange rates. In addition, the timing of the accounting for recognition of gains and losses related to a hedging instrument may not coincide
with the timing of gains and losses related to the underlying economic exposures.
As a resource-intensive operation, we are exposed to a variety of market and asset risks, including the effects of changes in commodity
prices and interest rates. We monitor and manage these exposures as an integral part of our overall risk management program, which recognizes
the unpredictability of markets and seeks to reduce the potentially adverse effects on our business. Nevertheless, changes in commodity prices
and interest rates cannot always be predicted or hedged.
If we are unable to successfully manage the risk of changes in exchange rates, interest rates or commodity prices or if our hedging
counterparties are unable to perform their obligations under our
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hedging agreements with them, then changes in these rates and prices could have an adverse effect on our financial condition and results of
operations.
Increases in costs or limitation of supplies of raw materials may adversely affect our financial performance.
We purchase large amounts of commodity-based raw materials, including steel, copper, aluminum, and oil. Prevailing prices for such
commodities are subject to fluctuations due to changes in supply and demand and a variety of additional factors beyond our control, such as
global political and economic conditions. Historically, prices for some of these raw materials have been volatile and unpredictable, and such
volatility is expected to continue. Therefore, commodity price changes may result in unexpected increases in raw material costs, and we may be
unable to increase our prices to offset these increased costs without suffering reduced volumes, revenues or operating income. We do not fully
hedge against changes in commodity prices and our hedging procedures may not work as planned.
We depend on third parties to supply raw materials and other components and may not be able to obtain sufficient quantities of these
materials and components, which could limit our ability to manufacture products on a timely basis and could harm our profitability. For some
raw materials and components, we rely on a single supplier or a small number of suppliers. If one of these suppliers were unable to provide us
with a raw material or component we need, our ability to manufacture some of our products could be adversely affected until we are able to
establish a new supply arrangement. We may be unable to find a sufficient alternative supply channel in a reasonable time period or on
commercially reasonable terms, if at all. If our suppliers are unable to deliver sufficient quantities of materials on a timely basis, the manufacture
and sale of our products may be disrupted, we might have obligations under our performance guarantees and our sales and profitability could be
materially adversely affected.
An inability to protect our intellectual property rights could adversely affect our business.
Our intellectual property rights are fundamental to all of our businesses. We generate, maintain, utilize and enforce a substantial portfolio of
trademarks, trade dress, patents and other intellectual property rights globally. Intellectual property protection is subject to applicable laws in
various local jurisdictions where interpretations and protections vary or can be unpredictable and costly to enforce. We use our intellectual
property rights to protect the goodwill of our products, promote our product recognition, protect our proprietary technology and development
activities, enhance our competitiveness and otherwise support our business goals and objectives. However, there can be no assurance that the
steps we take to obtain, maintain and protect our intellectual property rights will be adequate. Our intellectual property rights may fail to provide
us with significant competitive advantages, particularly in foreign jurisdictions that do not have, or do not enforce, strong intellectual property
rights. The weakening of protection of our trademarks, trade dress, patents and other intellectual property rights could adversely affect our
business.
Many of our contracts contain performance obligations that require innovative design capabilities, are technologically complex, require
state-of-the-art manufacturing expertise or are dependent upon factors not wholly within our control. Failure to meet these obligations could
adversely affect our profitability and future prospects.
We design, develop and manufacture technologically advanced and innovative products and services applied by our customers in a variety
of environments. Problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and patent
rights, labor, learning curve assumptions or materials and components could prevent us from achieving contractual requirements.
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In addition, our products cannot be tested and proven in all situations and are otherwise subject to unforeseen problems. Examples of
unforeseen problems that could negatively affect revenue and profitability include premature failure of products that cannot be accessed for
repair or replacement, problems with quality, country of origin, delivery of subcontractor components or services and unplanned degradation of
product performance. Among the factors that may affect revenue and profits could be unforeseen costs and expenses not covered by insurance or
indemnification from the customer, diversion of management focus in responding to unforeseen problems, loss of follow-on work, and, in the
case of certain contracts, repayment to the customer of contract cost and fee payments we previously received as well as potential damages,
which may significantly exceed the contract price.
Industry consolidation could result in more powerful competitors and fewer customers.
Competitors in the industries in which we operate are consolidating. In particular, the automation industry is undergoing consolidation that
is reducing the number but increasing the size of companies that compete with us. As our competitors consolidate, they likely will increase their
market share, gain economies of scale that enhance their ability to compete with us and/or acquire additional products and technologies that
could displace our product offerings.
Our customer base also is undergoing consolidation. Consolidation within our customers' industries (such as the marine and cruise industry,
the automotive, aluminum, steel, pulp and paper and pharmaceutical industries and the oil and gas industry) could affect our customers and their
relationships with us. If one of our competitors' customers acquires any of our customers, we may lose that business. Additionally, as our
customers become larger and more concentrated, they could exert pricing pressure on all suppliers, including us. For example, in an industry
such as power transmission, which historically has consisted of large and concentrated customers such as utilities, price competition can be a
factor in determining which products and services will be selected by a customer.
We are subject to environmental laws and regulations in the countries in which we operate. We incur costs to comply with such regulations,
and our ongoing operations may expose us to environmental liabilities.
Our operations are subject to U.S., European and other laws and regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. Our manufacturing facilities use and produce paint residues, solvents, metals, oils and related
residues. We use petroleum-based insulation in transformers, polyvinylchloride (PVC) resin to manufacture PVC cable and chloroparaffin as a
flame retardant. We have manufactured and sold, and we are using in some of our factories, certain types of transformers and capacitors
containing polychlorinated biphenyls (PCBs). These are considered to be hazardous substances in many jurisdictions in which we operate. We
may be subject to substantial liabilities for environmental contamination arising from the use of such substances. All of our manufacturing
operations are subject to ongoing compliance costs in respect of environmental matters and the associated capital expenditure requirements.
In addition, we may be subject to significant fines and penalties if we do not comply with environmental laws and regulations including
those referred to above. Some environmental laws provide for joint and several or strict liability for remediation of releases of hazardous
substances, which could result in us incurring a liability for environmental damage without regard to our negligence or fault. Such laws and
regulations could expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts which were in
compliance with all applicable laws at the time the acts were performed. Additionally, we may be subject to claims alleging personal injury or
property damage as a result of alleged exposure to hazardous substances. Changes in the environmental laws and regulations, or claims for
damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities to us.
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We may be the subject of product liability claims.
We may be required to pay for losses or injuries purportedly caused by the design, manufacture or operation of our products and systems.
Additionally, we may be subject to product liability claims for the improper installation of products and systems designed and manufactured by
others.
Product liability claims brought against us may be based in tort or in contract, and typically involve claims seeking compensation for
personal injury or property damage. If the claimant runs a commercial business, claims are often made also for financial losses arising from
interruption of operations. Based on the nature and application of many of the products we manufacture, a defect or alleged defect in one of these
products could have serious consequences. For example:
If the products produced by our power technology divisions are defective, there is a risk of fires, explosions and power surges,
and significant damage to electricity generating, transmission and distribution facilities as well as electrical shock causing injury
or death.

If the products produced by our automation technology divisions are defective, our customers could suffer significant damage to
facilities and equipment that rely on these products and systems to properly monitor and control their manufacturing processes.
Additionally, people could be exposed to electrical shock and/or other harm causing injury or death.

If any of the products produced by us contain hazardous substances then there is a risk that such products or substances could
injure or kill people.
If we were to incur a very large product liability claim, our insurance protection might not be adequate or sufficient to cover such a claim in
terms of paying any awards or settlements, and/or paying for our defense costs. Further, some claims may be outside the scope of our insurance
coverage. If a litigant were successful against us, a lack or insufficiency of insurance coverage could result in an adverse effect on our business,
financial condition, results of operations and liquidity. Additionally, a well-publicized actual or perceived problem could adversely affect our
market reputation which could result in a decline in demand for our products. Furthermore, if we were required or we otherwise determined to
make a product recall, the costs could be significant.
We may encounter difficulty in managing our business due to the global nature of our operations.
We operate in approximately 100 countries around the world and, as of December 31, 2012, employed approximately 146,000 people. As
of December 31, 2012, approximately 44 percent of our employees were located in Europe, approximately 24 percent in the Americas,
approximately 26 percent in Asia and approximately 6 percent in the Middle East and Africa. In order to manage our day-to-day operations, we
must overcome cultural and language barriers and assimilate different business practices. In addition, we are required to create compensation
programs, employment policies and other administrative programs that comply with the laws of multiple countries. We also must communicate
and monitor group-wide standards and directives across our global network. Our failure to manage successfully our geographically diverse
operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with group-wide
standards and procedures.
If we are unable to obtain performance and other guarantees from financial institutions, we may be prevented from bidding on, or obtaining,
some contracts, or our costs with respect to such contracts could be higher.
In the normal course of our business and in accordance with industry practice, we provide a number of guarantees including bid-bonds,
advance payment guarantees and performance guarantees, which guarantee our own performance. These guarantees may include guarantees that
a project will be completed or that a project or particular equipment will achieve defined performance criteria. If we fail to attain the defined
criteria, we must make payments in cash or in kind. Performance guarantees frequently are requested in relation to large projects in our core
power and automation businesses.
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Some customers require that performance guarantees be issued by a financial institution. In considering whether to issue a guarantee on our
behalf, financial institutions consider our credit ratings. In addition, the global financial crisis has made it more difficult and expensive to obtain
these guarantees. If, in the future, we cannot obtain such a guarantee from a financial institution on commercially reasonable terms or at all, we
could be prevented from bidding on, or obtaining, some contracts, or our costs with respect to such contracts could be higher, which would
reduce the profitability of the contracts. If we cannot obtain guarantees on commercially reasonable terms or at all from financial institutions in
the future, there could be a material impact on our business, financial condition, results of operations or liquidity.
Examinations by tax authorities and changes in tax regulations could result in lower earnings and cash flows.
We operate in approximately 100 countries and therefore are subject to different tax regulations. Changes in tax law could result in higher
tax expense and payments. Furthermore, this could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred
tax liabilities. In addition, the uncertainty of tax environment in some regions could limit our ability to enforce our rights. As a globally
operating organization, we conduct business in countries subject to complex tax rules, which may be interpreted in different ways. Future
interpretations or developments of tax regimes may affect our tax liability, return on investments and business operations. We are regularly
examined by tax authorities in various jurisdictions.
If we are unable to attract and retain qualified management and personnel then our business may be adversely affected.
Our success depends in part on our continued ability to hire, assimilate and retain highly qualified personnel, particularly our senior
management team and key employees. Competition for highly qualified management and technical personnel remains intense in the industries
and regions in which we operate. If we are unable to attract and retain members of our senior management team and key employees this could
have an adverse effect on our business.
Anticipated benefits of existing and potential future mergers, acquisitions, joint ventures or strategic alliances may not be realized.
As part of our overall strategy, we may, from time to time, acquire businesses or interests in businesses, including noncontrolling interests,
or form joint ventures or create strategic alliances. Whether we realize the anticipated benefits from these transactions depends, in part, upon the
integration between the businesses involved, the performance and development of the underlying products, capabilities or technologies, our
correct assessment of assumed liabilities and the management of the operations in question. Accordingly, our financial results could be adversely
affected by unanticipated performance and liability issues, transaction-related charges, amortization related to intangibles, charges for
impairment of long-term assets and partner performance. Although we believe that we have established appropriate and adequate procedures and
processes to identify and mitigate these risks, there is no assurance that these transactions will be successful.
We could be affected by future laws or regulations enacted to address climate change concerns as well as the physical effects of climate
change.
Although we do not believe existing or pending laws and regulations intended to address climate change concerns will materially adversely
affect our current business or operations, such laws and regulations could materially affect us in the future. We may need to incur additional
costs to comply with these laws and regulations. We could also be affected indirectly by increased prices for goods or services provided to us by
companies that are directly affected by these laws and regulations and pass their increased costs through to their customers. At this time, we
cannot estimate what impact such costs may have on our business, results of operations or financial condition. We could also be affected
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by the physical consequences of climate change itself, although we cannot estimate what impact those consequences might have on our business
or operations.
Increased information technology (IT) security threats and more sophisticated and targeted computer crime could pose a risk to our systems,
networks, products, solutions and services.
We have observed a global increase in IT security threats and more sophisticated and targeted computer crime, which pose a risk to the
security of systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by
employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of
backup and protective systems such as firewalls and virus scanners, our systems, networks, products, solutions and services remain potentially
vulnerable to attacks. Depending on their nature and scope, such attacks could potentially lead to the compromising of confidential information,
improper use of our systems and networks, or those we supplied to our customers, manipulation and destruction of data, defective products,
production downtimes and supply shortages, which in turn could adversely affect our reputation, competitiveness and results of operations.
Item 4. Information on the Company
INTRODUCTION
About ABB
We are a global leader in power and automation technologies committed to improving performance and lowering the environmental impact
for our utility and industry customers. We provide a broad range of products, systems, solutions and services that are designed to increase power
grid reliability, boost industrial productivity and enhance energy efficiency. Our power businesses focus on power transmission, distribution and
power - plant automation, and support electric, gas and water utilities, as well as industrial and commercial customers. Our automation
businesses serve a full range of industries with measurement, control, protection and process optimization applications.
History of the ABB Group
The ABB Group was formed in 1988 through a merger between Asea AB and BBC Brown Boveri AG. Initially founded in 1883, Asea AB
was a major participant in the introduction of electricity into Swedish homes and businesses and in the development of Sweden's railway
network. In the 1940s and 1950s, Asea AB expanded into the power, mining and steel industries. Brown Boveri and Cie. (later renamed BBC
Brown Boveri AG) was formed in Switzerland in 1891 and initially specialized in power generation and turbines. In the early to mid-1900s, it
expanded its operations throughout Europe and broadened its business operations to include a wide range of electrical engineering activities.
In January 1988, Asea AB and BBC Brown Boveri AG each contributed almost all of their businesses to the newly formed ABB Asea
Brown Boveri Ltd, of which they each owned 50 percent. In 1996, Asea AB was renamed ABB AB and BBC Brown Boveri AG was renamed
ABB AG. In February 1999, the ABB Group announced a group reconfiguration designed to establish a single parent holding company and a
single class of shares. ABB Ltd was incorporated on March 5, 1999, under the laws of Switzerland. In June 1999, ABB Ltd became the holding
company for the entire ABB Group. This was accomplished by having ABB Ltd issue shares to the shareholders of ABB AG and ABB AB, the
two companies that formerly owned the ABB Group. The ABB Ltd shares were exchanged for the shares of those two companies, which, as a
result of the share exchange and certain related transactions, became wholly-owned subsidiaries of ABB Ltd. ABB Ltd shares are currently listed
on the SIX Swiss Exchange, the NASDAQ OMX Stockholm Exchange and the New York Stock Exchange (in the form of American Depositary
Shares).
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Organizational structure
Our business is international in scope and we generate revenues in numerous currencies. We operate in approximately 100 countries across
four regions: Europe, the Americas, Asia, and the Middle East and Africa (MEA). We are headquartered in Zurich, Switzerland.
We manage our business based on a divisional structure, with five divisions: Power Products, Power Systems, Discrete Automation and
Motion, Low Voltage Products and Process Automation. For a breakdown of our consolidated revenues (i) by operating division and (ii) derived
from each geographic region in which we operate, see "Item 5. Operating and Financial Review and ProspectsAnalysis of Results of
OperationsRevenues."
Our principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, telephone number +41-43-317-7111. Our
agent for U.S. federal securities law purposes is ABB Holdings Inc., located at 12040 Regency Parkway, Suite 200, Cary, North Carolina 27518.

BUSINESS DIVISIONS
Industry background
Our five divisions operate across two key markets: power and automation. Our divisions serve these markets through a global production,
engineering and service base. The markets and our divisions are discussed in more detail below. Revenue figures presented in this Business
Divisions section are before interdivisional eliminations.
Power Market
We serve the power market with products, systems and services designed primarily to deliver electricity. Electricity is generated in power
stations of various types, including thermal, wind, solar and hydro plants and is then fed into an electricity grid, transmitted and distributed to
consumers. Transmission systems link power generation sources to distribution systems, often over long distances. Distribution systems then
branch out over shorter distances to carry electricity to end users. These electricity networks incorporate sophisticated devices to transmit
electricity, control and monitor the power flow and ensure efficiency, reliability, quality and safety.
The primary demand driver in the power market is the growing need for reliable electricity supplies to support economic growth and
address the global environmental challenge. This is also driving increased demand for renewable energy and high-efficiency power systems and
equipment. Additional drivers vary by region. Capacity addition across the power value chain is the key market driver in emerging markets
mainly in Asia, Middle East, South America and Africa. In North America, the focus is on upgrading and replacing aging infrastructure,
improving grid reliability and enabling smarter power networks. In Europe, the focus is on upgrading the power infrastructure, integrating
renewable energy sources such as wind power, and building interconnections to allow more efficient use of power and energy trading.
Furthermore, as new power sources and loads are added, there is a need for grids and power networks to become more flexible, reliable and
smarter. Power quality, stability and security of supply become key priorities. These requirements stimulate the need for power products and
system solutions from generation through transmission and distribution. These demands are met by our two power divisions that together offer
customers a comprehensive portfolio to help them become more competitive while lowering environmental impact.
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Automation Market
The automation market uses products, systems and services designed primarily to improve product quality, energy efficiency and
productivity in industrial and manufacturing applications. The automation market can be divided into three sectors:
Process automation refers to measurement, control, electrification and other applications used in processes where the main
objective is continuous production, such as in the oil and gas, power, chemicals, mining, metals, and pulp and paper industries.
Product lines for this market include plant electrification, instrumentation, analytical measurement, and control products and
systems, as well as motors and drives.

Factory automation refers to discrete operations that manufacture individual items in applications such as foundry, metal
fabrication, packaging, welding and painting. Typical industries where factory automation is used include automotive, consumer
electronics and food and beverage. Product lines for this market include robots and application equipment, product and system
services and modular manufacturing solutions, control products and systems, as well as motors, drives, and low-voltage products
for control and power applications.

Building automation comprises product lines and applications aimed at improving the energy efficiency of buildings through
automated control of indoor climate, lighting and security. Product lines for this market include a wide range of low-voltage
products.
Power Products Division
Overview
Our Power Products division primarily serves electric, gas and water utilities as well as industrial and commercial customers, with a vast
portfolio of products and services across a wide voltage range to facilitate power generation, transmission and distribution. Direct sales account
for a majority of the division's total revenues, and sales through external channel partners, such as wholesalers, distributors and original
equipment manufacturers (OEMs), account for the rest. Key technologies include high- and medium-voltage switchgear, circuit breakers for a
range of current ratings and voltage levels, power, distribution, traction and other special transformers, as well as products to help control and
protect electrical networks. The division had approximately 35,800 employees as of December 31, 2012, and generated $10.7 billion of revenues
in 2012.
The Power Products Division
Our Power Products division manufactures products that can be placed in three broad categories: high-voltage products, medium-voltage
products and transformers. The division sells primarily to utilities and also through channels such as distributors, wholesalers, installers and
OEMs. Some of the division's products are also integrated into the turnkey offerings of systems divisions such as Power Systems and Process
Automation or sold through engineering, procurement and construction (EPC) firms.
The high-voltage products business provides high-voltage equipment, ranging from 50 to 1,200 kilovolts, mainly to serve power
transmission utilities and industrial customers. This equipment primarily enables the transmission grid to operate more reliably and efficiently
with minimum environmental impact. As part of its portfolio, this business designs and manufactures a range of air-, gas-insulated and hybrid
switchgear, generator circuit breakers, capacitors, high-voltage circuit breakers, surge arresters, instrument transformers, cable accessories and a
variety of high-voltage components.
The medium-voltage business offers products and services that largely serve the power distribution sector, often serving as the link between
high-voltage transmission systems and lower voltage users. Medium-voltage products help utility and industrial customers to improve power
quality and control, reduce outage time and enhance operational reliability and efficiency. This business reaches customers
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directly and through channels such as distributors and OEMs. Its comprehensive offering includes medium-voltage equipment (1 to 50
kilovolts), indoor and outdoor circuit breakers, reclosers, fuses, contactors, relays, instrument transformers, sensors, motor control centers, ring
main units for primary and secondary distribution, as well as a range of air- and gas-insulated switchgear. It also produces indoor and outdoor
modular systems and other solutions to facilitate efficient and reliable power distribution.
The transformers business of the division designs and manufactures power transformers (72.5 to 1,200 kilovolts) for utility and industrial
customers that help to step up or step down voltage levels and include special applications such as High Voltage Direct Current (HVDC)
transformers or phase shifters. This business also supplies transformer components and insulation material, such as bushings and tap changers. It
also manufactures a wide range of distribution transformers (up to 72.5 kilovolts) for use in the power distribution sector, industrial facilities and
commercial buildings. These transformers are designed to step down electrical voltage bringing it to consumption levels. They can be oil- or dry-
type and, although oil-type transformers are more commonly used, demand for dry-type transformers is growing because they minimize fire
hazards and are well-suited for applications such as office buildings, windmills, offshore drilling platforms, marine vessels and large industrial
plants. Another part of the offering includes traction transformers for use in electric locomotives, special application transformers, as well as a
wide range of service and retrofit solutions for utilities and industry customers.
Customers
The Power Products division serves electric utilities, owners and operators of power generating plants and power transmission and
distribution networks. It also serves industries across the spectrum. Customers include electric, gas, water and other utilities, as well as industrial
and commercial customers.
Sales and Marketing
The Power Products division sells its products individually and as part of wider solutions through our divisions selling systems. Direct sales
account for a majority of the division's business but a significant amount of products also go through external channel partners, such as
wholesalers, distributors, system integrators, EPCs and OEMs. As the Power Products and Power Systems divisions share many of the same
customers and technologies and are influenced by similar market drivers, they also have a common front-end sales organization to maximize
market synergies and coverage across countries, regions, and sectors for the entire Power portfolio.
Competition
On a global basis, the main competitors for the Power Products division are Siemens, Alstom (which also includes the former transmission
portfolio of Areva), and Schneider Electric (which also includes the former distribution portfolio of Areva). The division also faces global
competition in some product categories from emerging South Korean, Chinese, Indian and Brazilian companies. It also competes in specific
geographies with companies such as Eaton Corporation (including the Cooper brand), Hyundai, Hyosung, Crompton Greaves, Larsen & Toubro,
and Bharat Heavy Electricals.
Capital Expenditure
The Power Products division's capital expenditures for property, plant and equipment totaled $259 million in 2012, compared to
$192 million and $200 million in 2011 and 2010, respectively. Principal investments in 2012 were in Sweden, the United States, Germany,
China, India and Poland respectively. Geographically, in 2012, Europe represented 55 percent of the division's capital expenditures, followed by
the Americas (22 percent), Asia (20 percent) and the MEA (3 percent).
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Power Systems Division
Overview
Our Power Systems division serves utilities, as well as industrial and commercial customers with system solutions and services for the
generation, transmission and distribution of electricity. Turnkey solutions include power plant electrification and automation, bulk power
transmission, substations and network management. The division had approximately 20,200 employees as of December 31, 2012, and generated
$7.9 billion of revenues in 2012.
The Power Systems Division
Our Power Systems division delivers solutions through four businesses: Power Generation, Grid Systems, Substations and Network
Management. The scope of work in a typical turnkey contract includes design, system engineering, supply, installation, commissioning and
testing of the system. As part of the business model, the Power Systems division integrates products from both the Power Products division and
external suppliers, adding value through design, engineering and project management to deliver turnkey solutions.
Our Power Generation business is a leading provider of integrated power and automation solutions for all types of power generation plants,
including coal, gas, combined-cycle, nuclear, waste-to-energy and a range of renewables including hydro, solar, and bio-mass. With an extensive
offering that includes electrical balance of plant and instrumentation and control systems, ABB technologies help optimize performance,
improve reliability, enhance efficiency and minimize environmental impact throughout the plant life-cycle. The business also serves the water
industry, including applications such as pumping stations and desalination plants.
As part of the Grid Systems business, ABB provides a comprehensive offering of alternating current (AC) and direct current (DC)
transmission systems, which help customers to reduce transmission losses, maximize efficiency and improve grid reliability. ABB pioneered
HVDC technology more than 50 years ago. HVDC technology is designed for high-efficiency power transmission via overhead transmission
lines and underground or submarine cables. HVDC is also widely used for grid interconnections. HVDC Light, a more compact form of ABB's
classic HVDC technology, is ideal for linking offshore installations, such as wind farms or oil and gas platforms, to mainland grids. It is used to
transmit electricity efficiently and reliably with minimum losses. The environmental benefits of HVDC Light, include neutral electromagnetic
fields, oil-free cables and compact converter stations.
Also part of the Grid Systems business offering, flexible alternating current transmission systems (FACTS) technologies improve power
quality and can significantly increase the capacity of existing AC transmission linesby as much as 50 percentwhile maintaining or
improving system reliability. FACTS technologies also boost transmission efficiency, relieve bottlenecks and can be used for the safe integration
of intermittent power sources, such as wind and solar, into the grid. By enhancing the capacity of existing transmission infrastructure, FACTS
solutions can alleviate the need for capital investment, reducing the time, cost and environmental impact associated with the construction of new
generating facilities and transmission lines. By improving efficiency, FACTS technologies help to deliver more power to consumers, reducing
the need for more electricity generation, and improving power supply and quality. ABB has around more than 750 FACTS installations in
operation or under construction around the world.
ABB also offers a comprehensive range of land and submarine cables through its Grid Systems business, as well as accessories and services
for a range of applications from medium- to high-voltage AC and DC systems. The portfolio includes high-performance XLPE (cross-linked
polyethylene) insulated cables for high efficiency transmission systems at voltages up to 320 kilovolts. ABB has delivered more than 7,000
kilometers of XLPE cables for voltages in excess of 100 kilovolts for projects around the world. When it comes to transmission grid solutions,
ABB manufactures its own power
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semiconductors, which is a key enabler for HVDC, FACTS and other technologies, serving a range of industries including transportation and
wind.
Substations are key installations in the power grid that facilitate the efficient transmission and distribution of electricity with minimal
environmental impact. They perform the vital function of monitoring and controlling power flows, feeding power from generating stations into
the grid and providing the link between transmission and distribution networks as well as end consumers. ABB has successfully delivered air-
and gas-insulated substations in all kinds of environments, from deserts and mountains to offshore rigs and crowded city centers. ABB's
substation automation offering is compliant with IEC (International Electrotechnical Commission) 61850, the open communication standard,
which provides a common framework for substation control and protection and facilitates interoperability across devices and systems. ABB's
substation offering covers a range of voltage levels up to 1,100 kilovolts, serving utility, industry and commercial customers as well as sectors
such as railways, urban transportation and renewables.
ABB's Network Management business offers solutions to help manage power networks. The offering covers network management and
utility communications solutions to monitor, control, operate and protect power systems. These solutions are designed to ensure the reliability of
electricity supplies and enable real-time management of power plants, transmission grids, distribution networks and energy trading markets. The
portfolio includes control and protection systems for power generation, transmission and distribution, supervisory control and data acquisition
(SCADA) systems, as well as software solutions for central electricity markets and mixed utilities (electricity, district heating, gas and water).
The portfolio also covers wireless and fixed communication systems for power, water and gas utilities. It includes fiber optics, microwave radio
and power line applications for data networking and broadband network management, as well as teleprotection and substation communication
networks and voice switching management systems.
Network management systems are key smart-grid enablers by providing automated power systems to incorporate and manage centralized
and distributed power generation, intermittent sources of renewable energy, real-time pricing and load-management data. The Ventyx and
Mincom acquisitions (in 2010 and 2011) make ABB a global leader in enterprise software and services for essential industries such as energy,
mining, public infrastructure and transportation. These solutions bridge the gap between information technologies (IT) and operational
technologies (OT), enabling clients to make faster, better-informed decisions in both daily operations and long-term planning strategies. Some of
the world's largest private and public enterprises rely on Ventyx solutions to minimize risk, enhance operational and financial performance, and
execute the right strategies for the future.
In addition, the Power Systems division offers a range of services aimed at optimizing operations and reducing maintenance requirements
of customers, across the value chain. These services range from support agreements and retrofits to spare parts, service and training. The division
also undertakes consulting activities such as energy efficiency studies for power plants and grids, analyses and design of new transmission and
distribution systems as well as asset optimization based on technical, economic and environmental considerations.
Customers
The Power Systems division's principal customers include power generation utilities and companies, transmission and distribution utilities,
owners and operators as well as industrial and commercial customers. Other customers include gas and water utilities including multi-utilities,
which are involved in the transmission or distribution of more than one commodity.
Sales and Marketing
The Power Systems division promotes its offering primarily through a direct sales force of specialized sales engineering teams. Some sales
are also handled through third-party channels, such as EPC firms, OEMs and system integrators. As the Power Products and Power Systems
divisions share many of the same customers and technologies and are influenced by similar market drivers, they also have a common front-end
sales organization that helps maximize market synergies across countries and regions.
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Competition
On a global basis, the Power Systems division faces competition mainly from Siemens and Alstom. Emerson Electric, General Electric,
Prysmian and Nexans are additional competitors in parts of the business. The division also sees emerging competitors in specific regions.
Capital Expenditure
The Power Systems division's capital expenditures for property, plant and equipment totaled $194 million in 2012, compared to
$136 million and $119 million in 2011 and 2010, respectively. Principal investments in 2012 were related to capacity expansion as well as the
replacement of existing equipment, particularly in the United States, Sweden and Switzerland. Geographically, in 2012, Europe represented
55 percent of the capital expenditures, followed by the Americas (34 percent), Asia (8 percent) and the MEA (3 percent).
Discrete Automation and Motion Division
Overview
The Discrete Automation and Motion division offers a wide range of products and services including drives, motors, generators, power
electronics systems, rectifiers, power quality and power protection products, converters, photovoltaic inverters, programmable logic controllers
(PLCs), and robots. These products help customers to improve productivity, save energy, improve quality and generate energy. Key applications
include energy conversion, data processing, actuation, automation, standardized manufacturing cells for applications such as machine tending,
welding, cutting, painting, finishing, palletizing and packing, and engineered systems for the automotive industry. The majority of these
applications are for industrial applications, with others provided for buildings, transportation and utilities. The division also provides a full range
of life-cycle services, from product and system maintenance to system design, including energy appraisals and preventive maintenance services.
Revenues are generated both from direct sales to end users as well as from indirect sales through distributors, machine builders and OEMs,
system integrators, and panel builders.
In 2012, the Discrete Automation and Motion division expanded its offering and geographic scope with several acquisitions, including
Newave Energy Holding SA (Newave), a Switzerland-based leader in uninterruptible power supply (UPS).
The Discrete Automation and Motion division had approximately 29,300 employees as of December 31, 2012, and generated $9.4 billion of
revenues in 2012.
The Discrete Automation and Motion division
The Discrete Automation and Motion division provides low-voltage and medium-voltage drive products and systems for industrial,
commercial and residential applications. Drives provide speed, motion and torque control for equipment such as fans, pumps, compressors,
conveyors, kilns, centrifuges, mixers, hoists, cranes, extruders, printing machinery and textile machines. The drives are used in the building
automation, marine, power, transportation and manufacturing industries, among others.
The division also produces a range of power electronics products. These include static excitation and synchronizing systems that provide
stability for power stations, as well as high power rectifiers that convert AC power to DC power for very high-amperage applications such as
furnaces in zinc plants and aluminum and magnesium smelters. The division also manufactures frequency converters that use semiconductor
technology to convert electrical power into the type and frequency required by
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individual customers. Further, the division offers a range of solutions for the charging of electric vehicles.
Discrete Automation and Motion supplies a comprehensive range of electrical motors and generators, including high-efficiency motors that
conform to leading environmental and efficiency standards. Efficiency is an important criterion for selection by customers, because electric
motors account for nearly two-thirds of the electricity consumed by industrial plants. The Discrete Automation and Motion division
manufactures synchronous motors for the most demanding applications and a full range of low- and high-voltage induction motors, for both IEC
and NEMA (National Electrical Manufacturers Association) standards.
The Discrete Automation and Motion division offers robot products, systems and services for the automotive manufacturers and their sub-
suppliers as well as for general manufacturing industries, to improve product quality, productivity and consistency in manufacturing processes.
Robots are also used in activities or environments which may be hazardous to employee health and safety, such as repetitive lifting, cold rooms
or painting booths. In the automotive industry, the robot products and systems are used in such areas as press shop, body shop, paint shop, power
train assembly, trim and final assembly. General industry segments in which robotics solutions are used range from metal fabrication, foundry,
plastics, food and beverage, chemicals and pharmaceuticals to consumer electronics, solar and wood. Typical general industry applications
include welding, material handling, painting, picking, packing and palletizing.
The division also offers services that complement its products, including design and project management, engineering, installation, training
and life-cycle care, energy appraisals and preventive maintenance.
Customers
The Discrete Automation and Motion division serves a wide range of customers. Customers include machinery manufacturers, process
industries such as pulp and paper, oil and gas, and metals and mining companies, rail equipment manufacturers, discrete manufacturing
companies, utilities and renewable energy suppliers, particularly in the wind and solar sectors, as well as customers in the automotive industry.
Sales and Marketing
Sales are made both through direct sales forces as well as through third-party channel partners, such as distributors, wholesalers, installers,
machine builders and OEMs, system integrators, and panel builders. The proportion of direct sales compared to channel partner sales varies
among the different industries, product technologies and geographic markets.
Competition
The Discrete Automation and Motion division's principal competitors vary by product line but include Alstom, Fanuc Robotics, Kuka
Robot Group, Rockwell Automation, Schneider, Siemens, Yaskawa, and WEG Industries.
Capital Expenditures
The Discrete Automation and Motion division's capital expenditures for property, plant and equipment totaled $197 million in 2012,
compared to $202 million and $98 million in 2011 and in 2010, respectively. Principal investments in 2012 were primarily related to
replacements, upgrades and maintenance of existing machinery and equipment. Geographically, in 2012, the Americas represented 45 percent of
the capital expenditures, followed by Europe (40 percent) and Asia (15 percent).
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Low Voltage Products Division
Overview
The Low Voltage Products division helps customers to improve productivity, save energy and increase safety. The division offers a wide
range of products and systems, with related services, that provide protection, control and measurement for electrical installations, enclosures,
switchboards, electronics and electromechanical devices for industrial machines and plants. The main applications are in industry, building,
infrastructures, rail and sustainable transportation, renewable energies and e-mobility applications.
In May 2012, the Low Voltage Products division expanded its product offering and geographic scope through the acquisition of Thomas &
Betts Corporation (Thomas & Betts), a North American leader in low-voltage products. The acquisition supports ABB's strategy to strengthen its
position in the North American low-voltage market.
The Low Voltage Products division had approximately 30,800 employees as of December 31, 2012, and generated $6.6 billion of revenues
in 2012.
A majority of the division's revenues comes from sales through distributors, wholesalers, OEMs, system integrators, and panel builders,
although a portion of the division's revenues comes from direct sales to end users and utilities.
The Low Voltage Products Division
The Low Voltage Products division offering covers a wide range of products and services including low-voltage switchgears, breakers,
switches, control products, DIN-rail components, automation and distribution enclosures, wiring accessories and installation material for any
kind of application.
The division offers solutions for restoring service rapidly in case of a fault and providing optimum protection of the electrical installation.
The product offering ranges from miniature circuit breakers to high-capacity molded-case and air circuit breakers, and includes safety switches
used for power distribution in factories and buildings, fuse gear systems for short circuit and overload protection as well as cabling and
connection components.
The Low Voltage Products division also offers terminal blocks and printed circuit board connectors used by panel builders and OEMs to
produce standard distribution and control panels as well as specialized applications in industries such as traction, energy, maritime, explosive
atmospheres or electronics. In addition, the division offers a range of contactors, soft starters, starters, proximity sensors, safety products for
industrial protection, limit switches, manual motor starters, along with electronic relays and overload relays.
The division provides smart home and intelligent building control systems, also known as KNX protocol, a complete system for all energy
reducing building application areas such as lighting and shutters, heating, ventilation, cooling and security. In addition, the division's IEC and
NEMA compliant switchgear technology integrates intelligent motor and feeder control solutions to enhance protection, digital control,
condition monitoring and plant wide data access by process control systems, electrical control systems and other plant computers.
The Low Voltage Products division has also developed a range of products for new markets, such as those used by electric vehicles (e-
mobility) and in photovoltaic, solar and wind applications. These include circuit breakers, energy meters, switch-disconnectors, residual current-
operated circuit breakers, interface relays and other products designed for outdoor installation.
The division also supplies a wide range of electrical components including conduits, boxes, covers, fittings, connectors, fasteners, wiring
ducts, terminals, cable trays, struts, grounding, insulation,
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switchgear, metal framing, earthing & lightning protection and industrial lighting products for various types of application.
Customers
The Low Voltage Products division serves a wide range of customers, including residential and commercial building contractors, process
industries, rail equipment manufacturers, manufacturing companies, utilities and renewable energy suppliers, particularly in the wind and solar
sectors.
Sales and Marketing
Sales are made both through direct sales forces as well as through third-party channel partners, such as distributors, wholesalers, installers,
machine builders and OEMs, system integrators, and panel builders. The proportion of direct sales compared to channel partner sales varies
among the different industries, product technologies and geographic markets.
Competition
The Low Voltage Products division's principal competitors vary by product line but include Eaton Corporation, Legrand, Mitsubishi,
Schneider, Siemens, Leviton and Rittal.
Capital Expenditures
The Low Voltage Products division's capital expenditures for property, plant and equipment totaled $208 million in 2012, compared to
$149 million and $100 million in 2011 and 2010, respectively. Investments in 2012 aimed to increase production capacity and productivity
throughout the division's global footprint. Geographically, in 2012, Europe represented 54 percent of the capital expenditures, followed by the
Americas (28 percent), Asia (17 percent) and MEA (1 percent).
Process Automation Division
Overview
The Process Automation division provides products, systems, and services for the automation and electrification of industrial processes.
Our core industries are cement, paper, metals, mining, oil, gas, petrochemicals, chemicals and marine. Each industry has unique business drivers,
yet share common requirements for operational productivity, safety, energy efficiency, minimized project risk and environment compliance. The
division's core competence is the application of automation and electrification technologies to solve these generic requirements, but tailored to
the characteristics of each of its core industries. The division is organized around industry and product business along with a specialized business
focusing on performance-based outsourced maintenance contracts. The division had approximately 28,000 employees as of December 31, 2012,
and generated revenues of $8.2 billion in 2012.
The Process Automation division offering is made available as separately sold products or as part of a total automation system. The
division's technologies are sold both through direct sales forces and third-party channels.
The Process Automation Division
The Process Automation division offers standalone products, engineered systems and services for process control and measurement, safety,
plant electrification, information management, asset management and industry-specific applications for a variety of industries, primarily pulp
and paper, minerals and mining, metals, chemicals and pharmaceuticals, oil and gas, turbocharging, power and the marine industry. Some of the
Discrete Automation and Motion, Power Products and Low Voltage
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Products divisions' products are integrated into the process control and electrification systems offered by the Process Automation division.
Our automation systems are used in applications such as continuous and batch control, asset optimization, energy management and safety.
They are the hubs that link instrumentation, measurement devices and systems for control and supervision of industrial processes and enable
customers to integrate their production systems with their enterprise, resource and planning systems, thereby providing a link to their ordering,
billing and shipping processes. This link allows customers to manage their entire manufacturing and business process based on real-time access
to plant information. Additionally, it allows customers to increase production efficiency, optimize their assets and reduce environmental waste.
A key element of this division's product offering is its System 800xA process automation platform. This product extends the capability of
traditional process control systems, introducing advanced functions such as batch management, asset optimization and field device integration
which "plug in" to a common user environment. The same user interface may also be used to manage components of existing multiple ABB
control systems that have been installed in the market over approximately the past 25 years. In this way, System 800xA gives customers a way to
migrate to new functions one step at a time, rather than having to make a large-scale capital investment to replace their entire control system. By
creating a common user interface that can be used to manage multiple systems, the System 800xA also reduces the research and development
investment needed to achieve a "one size fits all" solution across our large installed systems base. The division also offers a full line of
instrumentation and analytical products to actuate, measure, record and control industrial and power processes.
The division's product offerings for the pulp and paper industries include quality control systems for pulp and paper mills, control systems,
drive systems, on-line sensors, actuators and field instruments. On-line sensors measure product properties, such as weight, thickness, color,
brightness, moisture content and additive content. Actuators allow the customer to make automatic adjustments during the production process to
improve the quality and consistency of the product. Field instruments measure properties of the process, such as flow rate, chemical content and
temperature.
We offer our customers in the metals, cement and mining industries specialized products and services, as well as total production systems.
We design, plan, engineer, supply, erect and commission electric equipment, drives, motors and equipment for automation and supervisory
control within a variety of areas including mining, mineral handling, aluminum smelting, hot and cold steel applications and cement production.
In the oil and gas sector, we provide solutions for onshore and offshore production and exploration, refining, and petrochemical processes,
and oil and gas transportation and distribution. In the pharmaceuticals and fine chemicals areas, we offer applications to support manufacturing,
packaging, quality control and compliance with regulatory agencies.
In the marine industry, we provide global shipbuilders with power and automation technologies for luxury cruise liners, ferries, tankers,
offshore oil rigs and special purpose vessels. We design, engineer, build, supply and commission electrical and automation systems for marine
power generation, power distribution and diesel electric propulsion, as well as turbochargers to improve efficiency for diesel and gasoline
engines.
We also offer full-service contracts across all of our customer segments, in which we take over in-house maintenance activities for
customers and apply strategies to reduce overall maintenance costs and help optimize these investments. Demand for our process automation
services is increasing as our customers seek to increase productivity by improving the performance of existing assets.
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Customers
The Process Automation division's end customers are primarily companies in the oil and gas, minerals and mining, metals, pulp and paper,
chemicals and pharmaceuticals, turbocharging and the marine industries. Customers for this division are looking for complete automation and
electrification solutions which demonstrate value mainly in the areas of lower capital costs, increased plant availability, lower life-cycle costs
and reduced project costs.
Sales and Marketing
The Process Automation division uses a direct sales force as well as third-party channel partners, such as distributors, system integrators
and OEMs. For the division as a whole, the majority of revenues are derived through the division's own direct sales channels.
Competition
The Process Automation division's principal competitors vary by industry or product line. Competitors include Emerson, Honeywell,
Invensys, Metso Automation, Rockwell Automation, Schneider, Siemens, Voith, and Yokogawa Electric Corporation.
Capital Expenditures
The Process Automation division's capital expenditures for property, plant and equipment totaled $91 million in 2012, compared to
$72 million and $76 million in 2011 and 2010, respectively. Principal investments in 2012 were in Turbocharging, Oil and Gas, and
Measurement Products. Geographically, in 2012, Europe represented 75 percent of the capital expenditures, followed by Asia (12 percent), the
Americas (8 percent) and the MEA (5 percent).

CAPITAL EXPENDITURES
Total capital expenditures for property, plant and equipment and intangible assets (excluding intangibles acquired through business
combinations) amounted to $1,293 million, $1,021 million and $840 million in 2012, 2011 and 2010, respectively. In 2012, 2011 and 2010,
capital expenditures exceeded total depreciation and amortization expenses for the respective year.
Capital expenditures in 2012 remained at a significant level in mature markets, reflecting the geographic distribution of our existing
production facilities. Capital expenditures in Europe and North America in 2012 were driven primarily by upgrades and maintenance of existing
production facilities, mainly in the United States, Sweden, Switzerland and Germany, as well as by new facilities, principally in Sweden, the
United States and Switzerland. Capital expenditures in emerging markets increased in 2012 from 2011, with expenditures highest in China,
Brazil, India and Poland, mainly for new facilities. Capital expenditures in emerging markets were mostly made to expand or build new facilities
to increase the production capacity. The share of emerging markets capital expenditures as a percentage of total capital expenditures in 2012 and
2011 was 31 percent and 34 percent, respectively. In 2010, capital expenditures in Europe were primarily driven by maintenance and upgrades of
existing production facilities to improve productivity, mainly in Switzerland, Sweden and Germany.
Construction in progress for property, plant and equipment at December 31, 2012, was $627 million, mainly in Sweden, the United States,
Switzerland, Germany and Brazil. Construction in progress for property, plant and equipment at December 31, 2011, was $548 million, mainly
in Sweden, Switzerland, the United States, Brazil and China. Construction in progress for property, plant and equipment at December 31, 2010,
was $447 million, mainly in Switzerland, Sweden, Germany, the United States, China and Poland.
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In 2013, we plan to decrease our capital expenditures but estimate the amount will be higher than our annual depreciation and amortization
charge. We anticipate investments will be higher in the Americas and Asia but will decrease in Europe.

SUPPLIES AND RAW MATERIALS
We purchase a variety of raw materials for use in our production and project execution processes. The primary materials used in our
products, by weight, are copper, aluminum, carbon steel, mineral oil and various plastics. We also purchase a wide variety of fabricated products
and electronic components. We operate a worldwide supply chain management network with employees dedicated to this function in our
businesses and key countries. Our commodity teams on global, divisional and/or regional level take advantage of opportunities to leverage the
scale of ABB and to optimize the efficiency of our supply networks, in a sustainable manner.
Our supply chain management organization's activities have continued to expand in recent years, to:
pool and leverage procurement of materials and services,

provide transparency of ABB's global spending through a comprehensive performance and reporting system linked to all of our
enterprise resource planning (ERP) systems,

strengthen ABB's supply chain network by implementing an effective commodity management structure and extensive
competency-based training, and

monitor and develop our supply base to ensure sustainability, both in terms of materials and processes used.
For many commodities we purchase, such as products based on steel, copper, aluminum and crude oil, continuing global economic growth
in China and other emerging economies, coupled with the uncertainty of volatility in foreign exchange rates, led to significant fluctuations in raw
material costs over the last few years. While we expect global commodity prices to remain highly volatile, some market volatility will be offset
through the use of long-term contracts.
We seek to mitigate the majority of our exposure to commodity price risk by entering into hedges. For example, we manage copper and
aluminum price risk using principally swap contracts based on prices for these commodities quoted on leading exchanges. ABB's hedging policy
is designed to safeguard margins by minimizing price volatility and providing a stable cost base during order execution. In addition to using
hedging to reduce our exposure to fluctuations in raw materials prices, in some cases we can reduce this risk by incorporating changes in raw
materials prices into the prices of our products (through price escalation clauses).
During 2012, supply chain management personnel in our businesses, and in the countries in which we operate, along with the global
commodities teams, continued to focus on component cost reduction efforts in all areas, while maintaining and improving quality and delivery
performance.
In August 2012, the United States Securities and Exchange Commission (SEC) issued its final rules regarding "Conflict Minerals", as
required by section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. We are reviewing these rules to determine what
changes may be required to our supply chain processes. We are committed to engage with our customers regarding their disclosure obligations as
required by these "Conflict Minerals" rules and we will work with our suppliers to comply with these obligations.
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PATENTS AND TRADEMARKS
As a technology-driven company, we believe that intellectual property rights are crucial to protect the assets of our business. Over the past
ten years, we have substantially increased the number of first patent filings, and we intend to continue our aggressive approach to seeking patent
protection. Currently, we have about 23,000 patent applications and registrations, of which more than 8,000 are pending applications. In addition
to these patents, we have about 2,000 utility model and design applications and registrations, of which approximately 300 are pending
applications. In 2012, we filed about 900 patent, utility model and design applications for approximately 1,500 new inventions. Based on our
existing intellectual property strategy, we believe that we have adequate control over our core technologies. The "ABB" trademarks and logo are
protected in all of the countries in which we operate. We aggressively defend our intellectual property rights to safeguard the reputation
associated with the ABB technology and brand. While these intellectual property rights are fundamental to all of our businesses, none of our
divisions are fully dependent on any single patent, utility model or design application.

SUSTAINABILITY ACTIVITIES
Sustainability management is one of our highest business priorities. We seek to address sustainability issues in all our business operations in
order to improve our social, safety and environmental performance continuously, and to enhance the quality of life in the communities and
countries where we operate.
Our social and environmental efforts include:
regularly implementing sustainability objectives covering all relevant parts of our operations,

joining initiatives that foster economic, environmental, social and educational development, and strengthen observance of human
rights in business practice,

making positive contributions in the communities where we operate so they will welcome us and consider ABB an attractive
employer and a good investment,

offering our customers eco-efficient products that save energy and are safe to use, that optimize the use of natural resources,
minimize waste and reduce environmental impact over their complete life cycles,

applying non-financial risk assessment to key business decision-making processes, and to projects,

sharing our latest technologies with emerging markets by, for example, helping customers in developing countries implement
environmentally sound processes and technologies and providing environmental awareness and safety training,

ensuring that our operations and processes comply with applicable environmental and health and safety standards and social
legislation. Specifically, every operating unit must implement an environmental management system that seeks to continuously
improve its environmental performance and a health and safety management system that similarly seeks to continuously improve
health and safety performance.

ensuring that our social, health and safety and environmental policies are communicated and implemented,

working towards achieving best practices in occupational health and safety, and ensuring the health and safety of our employees,
contractors and others involved in or affected by our activities,
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ensuring that suppliers have sustainability policies and systems similar to our own, and

continuing our program to decontaminate sites that were polluted by historical manufacturing processes.
To manage environmental aspects of our own operations, we have implemented environmental management systems according to the
ISO 14001 standard at our manufacturing and service sites. For non-manufacturing sites we have implemented an adapted environmental
management system in order to ensure management of environmental aspects and continual improvement of performance. Almost all of these
sites currently work in compliance with the requirements of the standard (approximately 390 sites and offices) and our environmental
management program now covers operations in 64 countries.
We have Environmental Product Declarations to communicate the environmental performance of our core products. These describe the
significant environmental aspects and impacts of a product line, viewed over its complete life cycle. Declarations are based on Life Cycle
Assessment studies, created according to the international standard ISO/TR 14025. More than 80 declarations for major product lines are
published on our Web site ( www.abb.com ), some of which have been externally certified by agencies such as Det Norske Veritas (DNV) of
Norway and the RINA Management System Certification Society in Italy.
In 2012, a total of 82 percent of our employees were covered by confirmed data gathered through ABB's formal environmental reporting
system that is verified by an independent verification body. The operations of Thomas & Betts, acquired during 2012, are not yet covered by our
environmental reporting. We expect that this reporting will be implemented in 2013. The remaining parts of our business that are not yet covered
by our reporting system, mainly sales offices in countries where we do not perform manufacturing, have very limited environmental exposure. A
total of 11 environmental incidents were reported in 2012, none of which had a material environmental impact.
In 2012, a total of 89 percent of employees were covered by confirmed data gathered through ABB's formal social reporting system that is
verified by an independent verification body. The operations of Thomas & Betts, are not yet covered by our social reporting. We expect that this
reporting will be implemented in 2013. The remaining parts of our business that are not yet covered by our reporting system, mainly sales offices
in countries where we do not perform manufacturing, have very limited social exposure.

REGULATION
Our operations are subject to numerous governmental laws and regulations including those governing antitrust and competition, corruption,
the environment, securities transactions and disclosures, import and export of products, currency conversions and repatriation, taxation of foreign
earnings and earnings of expatriate personnel and use of local employees and suppliers.
As a reporting company under Section 12 of the U.S. Securities Exchange Act of 1934, we are subject to the FCPA's antibribery provisions
with respect to our conduct around the world.
Our operations are also subject to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions. The convention obliges signatories to adopt national legislation that makes it a crime to bribe foreign public officials. Those
countries which have adopted implementing legislation and have ratified the convention include the United States and several European nations
in which we have significant operations.
We conduct business in certain countries known to experience governmental corruption. While we are committed to conducting business in
a legal and ethical manner, our employees or agents have taken, and in the future may take, actions that violate the U.S. FCPA, legislation
promulgated pursuant
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to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, antitrust laws or other
laws or regulations. These actions have resulted and could result in monetary or other penalties against us and could damage our reputation and,
therefore, our ability to do business. For more information, see "Item 8. Financial InformationLegal Proceedings."
The U.S. Iran Threat Reduction and Syria Human Rights Act of 2012 requires U.S. listed companies to disclose information relating to
certain transactions with Iran. In 2012, certain non-U.S. subsidiaries of ABB, in accordance with applicable laws, provided electrical equipment
and site services to customers in the power and minerals sectors that are owned or controlled by the government of Iran. The gross revenues
attributable to these deliveries and services in 2012 amounted to approximately $3 million and had a net profit of less than $0.5 million. In
December 2012, ABB completed or exited all of its then remaining business in Iran. This concluded a process which started with ABB's decision
in November 2007 to wind down its business in that country.

SIGNIFICANT SUBSIDIARIES
ABB Ltd, Switzerland, is the ultimate parent company of the ABB Group, which comprises 377 consolidated operating and holding
subsidiaries worldwide as of February 28, 2013. ABB Ltd's shares are listed on the SIX Swiss Exchange, the NASDAQ OMX Stockholm
Exchange and the New York Stock Exchange (where its shares are traded in the form of ADSeach ADS representing one registered ABB
share).
The only consolidated subsidiary in the ABB Group with listed shares is ABB Limited, Bangalore, India, which is listed on the Bombay
Stock Exchange and the National Stock Exchange of India.
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The following table sets forth, as of February 28, 2013, the name, country of incorporation and ownership interest of ABB Ltd, Switzerland,
in its significant subsidiaries:
31
Company name / location Country
ABB
Interest %
ABB S.A., Buenos Aires Argentina 100.00
ABB Australia Pty Limited, Sydney Australia 100.00
ABB AG, Vienna Austria 100.00
ABB N.V., Zaventem Belgium 100.00
ABB Ltda., Osasco Brazil 100.00
ABB Bulgaria EOOD, Sofia Bulgaria 100.00
ABB Inc., St. Laurent, Quebec Canada 100.00
ABB (China) Ltd., Beijing China 100.00
Asea Brown Boveri Ltda., Bogot Colombia 100.00
ABB Ltd., Zagreb Croatia 100.00
ABB s.r.o., Prague Czech Republic 100.00
ABB A/S, Skovlunde Denmark 100.00
ABB Ecuador S.A., Quito Ecuador 96.87
Asea Brown Boveri S.A.E., Cairo Egypt 100.00
ABB AS, Jri Estonia 100.00
ABB Oy, Helsinki Finland 100.00
ABB S.A., Les Ulis France 100.00
ABB AG, Mannheim Germany 100.00
ABB Automation GmbH, Mannheim Germany 100.00
ABB Automation Products GmbH, Ladenburg Germany 100.00
ABB Beteiligungs- und Verwaltungsges. mbH, Mannheim Germany 100.00
ABB Stotz-Kontakt GmbH, Heidelberg Germany 100.00
Busch-Jaeger Elektro GmbH, Mannheim/Ldenscheid Germany 100.00
Asea Brown Boveri S.A., Metamorphossis Attica Greece 100.00
ABB (Hong Kong) Ltd., Hong Kong Hong Kong 100.00
ABB Engineering Trading and Service Ltd., Budapest Hungary 100.00
ABB Limited, Bangalore India 75.00
ABB Ltd, Dublin Ireland 100.00
ABB Technologies Ltd., Tirat Carmel Israel 99.99
ABB S.p.A., Milan Italy 100.00
ABB K.K., Tokyo Japan 100.00
ABB Ltd., Seoul Korea, Republic of 100.00
ABB Holdings Sdn. Bhd., Subang Jaya Malaysia 100.00
Asea Brown Boveri S.A. de C.V., San Luis Potosi S.L.P. Mexico 100.00
ABB B.V., Rotterdam Netherlands 100.00
ABB Finance B.V., Amsterdam Netherlands 100.00
ABB Holdings B.V., Amsterdam Netherlands 100.00
ABB Investments B.V., Amsterdam Netherlands 100.00
ABB Limited, Auckland New Zealand 100.00
ABB Holding AS, Billingstad Norway 100.00
ABB S.A., Lima Peru 97.60
ABB, Inc., Paranaque, Metro Manila Philippines 100.00
ABB Sp. zo.o., Warsaw Poland 99.89
ABB (Asea Brown Boveri), S.A., Paco de Arcos Portugal 100.00
Asea Brown Boveri Ltd., Moscow Russian Federation 100.00
ABB Contracting Company Ltd., Riyadh Saudi Arabia 65.00
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DESCRIPTION OF PROPERTY
As of December 31, 2012, we occupy real estate in around 100 countries throughout the world. The facilities consist mainly of
manufacturing plants, office buildings, research centers and warehouses. A substantial portion of our production and development facilities are
situated in the United States, China, Germany, Sweden, Italy, Finland, Switzerland, Canada, India and Spain. We also own or lease other
properties, including office buildings, warehouses, research and development facilities and sales offices in many countries. We own essentially
all of the machinery and equipment used in our manufacturing operations.
From time to time, we have a surplus of space arising from acquisitions, production efficiencies and/or restructuring of operations.
Normally, we seek to sell such surplus space which may involve leasing property to third parties for an interim period.
The net book value of our property, plant and equipment at December 31, 2012, was $5,947 million, of which machinery and equipment
represented $2,691 million, land and buildings represented $2,629 million and construction in progress represented $627 million. We believe
that our current facilities are in good condition and are adequate to meet the requirements of our present and foreseeable future industrial
operations.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
MANAGEMENT OVERVIEW
During 2012, we continued to deliver power and automation solutions that help our customers meet the challenges of a rapidly-changing
world. Foremost among these are climate change and the need to use electrical energy more efficiently and with less impact on the environment.
We addressed the challenges in several ways, as described below.
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Company name / location Country
ABB
Interest %
ABB Holdings Pte. Ltd., Singapore Singapore 100.00
ABB Holdings (Pty) Ltd., Longmeadow South Africa 80.00
Asea Brown Boveri S.A., Madrid Spain 100.00
ABB AB, Vsters Sweden 100.00
ABB Norden Holding AB, Vsters Sweden 100.00
ABB Asea Brown Boveri Ltd, Zurich Switzerland 100.00
ABB Schweiz AG, Baden Switzerland 100.00
ABB Technology Ltd., Zurich Switzerland 100.00
ABB LIMITED, Bangkok Thailand 100.00
ABB Elektrik Sanayi A.S., Istanbul Turkey 99.95
ABB Ltd., Kiev Ukraine 100.00
ABB Industries (L.L.C.), Dubai United Arab Emirates 49.00
ABB Holdings Limited, Warrington United Kingdom 100.00
ABB Limited, Warrington United Kingdom 100.00
ABB Holdings Inc., Cary, NC United States 100.00
ABB Inc., Cary, NC United States 100.00
Baldor Electric Company, Fort Smith, AR United States 100.00
Kuhlman Electric Corporation, Crystal Springs, MS United States 100.00
Thomas & Betts Corporation, Knoxville, TN United States 100.00
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One is a long-term commitment to technology leadership in areas such as high-efficiency power transmission; automation and control
systems to manage complex industrial processes using less energy; and technologies to capture the full potential of renewable energies, such as
wind and solar power. In 2012, for example, we developed the world's first circuit breaker for HVDC. The breakthrough removes a 100-year-old
barrier to the development of direct current (DC) transmission grids, which will facilitate the efficient integration and exchange of renewable
energy. DC grids will also improve grid reliability and enhance the capability of existing alternating current (AC) networks. We also continued
to develop new products that allow our industrial customers to use their production assets more efficiently, such as our new synchronous
reluctance motor, miniature circuit breakers and laser-cutting robots.
Another is our presence in more than 100 countries around the world. This allows us to meet the needs of our customers faster and with
solutions that are better suited to their local requirements. It positions us to benefit from the rapid growth expected in the emerging markets in
the coming years while also supporting our large and important markets in the world's mature economies. In 2012, we took significant actions to
adjust our geographic and portfolio balance, especially with the acquisition of Thomas & Betts to further build our position in the large and
growing North American market. Furthermore, our geographic scope provides us with access to a large pool of talented and highly qualified
people from very diverse cultural and business backgroundsa key competitive advantage. In 2012, we generated approximately half of our
revenues from emerging markets. In addition, we recorded order increases of more than 10 percent in local currencies in large markets such as
Brazil, Canada, the United States, Saudi Arabia and the United Kingdom.
A third way is our ability to combine both power and automation technologies into packaged solutions that meet the needs of new growth
sectors, such as integrating renewable energy into existing power grids, providing high-efficiency power and automation solutions to the global
rail and marine transportation industries, and providing the infrastructure needed to rapidly charge electric vehicles. For example, in 2012 we
embarked on a project to bring clean solar energy to South Africa through two photovoltaic power plants equipped with ABB inverters,
specialized transformers and control software. Other key orders in 2012 included rail development projects in Brazil, India and Poland, fuel-
efficient propulsion and control systems for large cruise vessels, and an order to provide a national electric vehicle charging network in Estonia.
We view this convergence of power and automation technologies as a long-term trend for which ABB is well positioned.
Economic uncertainties continued in 2012, especially on increasing concerns surrounding sovereign debt levels in Europe and the United
States, rising inflation in some emerging economies and signs of economic slowdown in most regions. However, the broad scope of our business
portfolio helped us mitigate some of these developments. For example, growth initiatives in Discrete Automation and Motion and in Low
Voltage Products helped to offset early cycle weakness in these divisions. At the same time, we could build on our strong position in the later-
cycle upstream oil and gas and minerals sectors to drive solid order growth in Process Automation. In 2012, we stabilized Power Products
margins despite the challenging market environment through successful cost savings and productivity improvement measures as well as our
ability to be more selective in the orders we take, thanks to our broad product and geographic scope. In December 2012, we announced the
repositioning of our Power Systems division to focus on higher-margin products, systems, services and software activities, together with revised
targets for that division. Our strong positions in fast-growing emerging markets and selected mature markets, our flexible global production base
and technological leadership, as well as the operational improvements we continue to make in our businesses, also supported our business in
2012.
Foremost among these improvements was the successful reduction of costs to adapt to changing demand. Savings in 2012 amounted to
more than $1 billion and were principally achieved in three areas: making better use of global sourcing opportunities; eliminating operational
and process inefficiencies; and optimizing our global footprint to match the geographic scope of our business with
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changing demand patterns, such as rapid growth in emerging markets. Our cost reduction program was key to maintaining profitability in a
challenging environment.
Strategy 2011-2015
In November 2011, we announced an updated strategy for the period 2011 to 2015, along with financial targets to measure our success in
achieving them. The strategy is based on five priorities:
Drive competitiveness in our current markets by developing, producing, sourcing and selling to better match market needs,
thereby profitably growing the business while increasing productivity and quality.

Capitalize on megatrends, such as the growing need for resource and energy efficiency, increasing urbanization, electrification,
digitization and growth in emerging economies.

Expand our core businesses to secure the next level of growth, for example, growing the service business by tapping opportunities
in our installed base and by building the software business for our core power and automation customers.

Execute a disciplined approach to value-creating acquisitions that close key gaps across product, end market and geographic lines.


Find and exploit disruptive opportunities, such as the application of direct current electricity solutions to improve power
efficiency and performance compared to conventional alternating current technologies.
In addition, we provided updated financial targets at the Group and divisional levels to measure our performance. Also in 2011, we
modified our previous Group operational profitability target to Operational EBITDA as a percentage of operational revenues (Operational
EBITDA margin) versus the previous measure of earnings before interest and taxes (EBIT) as a percentage of revenues (EBIT margin)for a
full definition see "Performance Measures" below. We believe this more accurately reflects the operational performance of the company during a
phase of growth through acquisitions by eliminating some of the non-cash effects on earnings from acquisitions.
Furthermore, we introduced a new target measure of cash return on invested capital (CROI) that we believe provides a more accurate
reflection of our operational performance by focusing on cash returns, which are less prone to non-operational accounting adjustments that may
be applied to EBIT from time to time. CROI is defined as the total of net cash provided by operating activities and interest paid, as a percentage
of capital invested. Capital invested is defined as the total of fixed assets, net working capital and accumulated depreciation and amortization.
Outlook
Our long-term growth driverssuch as the need for greater industrial productivity, more reliable and efficient power delivery and growth in
renewablesremain in place. Shorter-term trends such as industrial production growth and government policy are expected to be the main
determinants of demand in 2013.
In a market environment in which near-term uncertainty is likely to remain, we will continue to focus on executing our large order backlog
and taking advantage of our broad product and geographic scope to capture profitable growth opportunities in line with our 2011-2015 targets.
This will be supported by our ongoing initiatives to improve margins and project selection and execution. Growing service revenues,
securing the synergies from recent acquisitions, increasing customer satisfaction and successfully commercializing our pipeline of innovative
technologies will remain important contributors to our growth and profitability targets.
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We will continue to strive for a 3-5 percent improvement in cost of sales every year through cost savings and productivity improvements
such as supply management, better quality and higher returns on investments in sales and research and development. We remain committed to
paying a steadily rising, sustainable annual dividend over time and improving returns on our capital investments in both organic and inorganic
growth.

APPLICATION OF CRITICAL ACCOUNTING POLICIES
General
We prepare our Consolidated Financial Statements in accordance with U.S. GAAP and present the same in United States dollars unless
otherwise stated.
The preparation of our financial statements requires us to make assumptions and estimates that affect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis,
including, but not limited to, those related to: costs expected to be incurred to complete projects; costs of product guarantees and warranties;
provisions for bad debts; recoverability of inventories, investments, fixed assets, goodwill and other intangible assets; the fair values of assets
and liabilities assumed in business combinations; income tax related expenses and accruals; provisions for restructuring; gross profit margins on
long-term construction-type contracts; pensions and other postretirement benefit assumptions and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from our estimates and assumptions.
We deem an accounting policy to be critical if it requires an accounting estimate to be made based on assumptions about matters that are
highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or if changes in the accounting
estimates that are reasonably likely to occur periodically, could materially impact our Consolidated Financial Statements. We also deem an
accounting policy to be critical when the application of such policy is essential to our ongoing operations. We believe the following critical
accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that
are inherently uncertain. These policies should be considered when reading our Consolidated Financial Statements.
Revenue recognition
We generally recognize revenues for the sale of goods when persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable, and collectability is reasonably assured. With regards to the sale of products, delivery is not considered to have
occurred, and therefore no revenues are recognized, until the customer has taken title to the products and assumed the risks and rewards of
ownership of the products specified in the purchase order or sales agreement. Generally, the transfer of title and risks and rewards of ownership
are governed by the contractually-defined shipping terms. We use various International Commercial shipping terms (as promulgated by the
International Chamber of Commerce) such as Ex Works (EXW), Free Carrier (FCA) and Delivered Duty Paid (DDP). Subsequent to delivery of
the products, we generally have no further contractual performance obligations that would preclude revenue recognition.
Revenues under long-term construction-type contracts are generally recognized using the percentage-of-completion method of accounting.
We principally use the cost-to-cost method to measure progress towards completion on contracts. Under this method, progress of contracts is
measured by actual costs incurred in relation to management's best estimate of total estimated costs, which are
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reviewed and updated routinely for contracts in progress. The cumulative effect of any change in estimate is recorded in the period when the
change occurs.
The percentage-of-completion method of accounting involves the use of assumptions and projections, principally relating to future material,
labor and overhead costs. As a consequence, there is a risk that total contract costs will exceed those we originally estimated and the margin will
decrease or the long-term construction-type contract may become unprofitable. This risk increases if the duration of a contract increases because
there is a higher probability that the circumstances upon which we originally developed estimates will change, resulting in increased costs that
we may not recover. Factors that could cause costs to increase include:
unanticipated technical problems with equipment supplied or developed by us which may require us to incur additional costs to
remedy,

changes in the cost of components, materials or labor,

difficulties in obtaining required governmental permits or approvals,

project modifications creating unanticipated costs,

suppliers' or subcontractors' failure to perform,

penalties incurred as a result of not completing portions of the project in accordance with agreed-upon time limits, and

delays caused by unexpected conditions or events.
Changes in our initial assumptions, which we review on a regular basis between balance sheet dates, may result in revisions to estimated
costs, current earnings and anticipated earnings. We recognize these changes in the period in which the changes in estimates are determined. By
recognizing changes in estimates cumulatively, recorded revenue and costs to date reflect the current estimates of the stage of completion of each
project. Additionally, losses on long-term contracts are recognized in the period when they are identified and are based upon the anticipated
excess of contract costs over the related contract revenues.
Short-term construction-type contracts, or long-term construction-type contracts for which reasonably dependable estimates cannot be made
or for which inherent hazards make estimates difficult, are accounted for under the completed-contract method. Revenues under the completed-
contract method are recognized upon substantial completionthat is: acceptance by the customer, compliance with performance specifications
demonstrated in a factory acceptance test or similar event.
For non construction-type contracts that contain customer acceptance provisions, revenue is deferred until customer acceptance occurs or
we have demonstrated the customer-specified objective criteria have been met or the contractual acceptance period has lapsed.
Revenues from service transactions are recognized as services are performed. For long-term service contracts, revenues are recognized on a
straight-line basis over the term of the contract or, if the performance pattern is other than straight-line, as the services are provided. Service
revenues reflect revenues earned from our activities in providing services to customers primarily subsequent to the sale and delivery of a product
or complete system. Such revenues consist of maintenance-type contracts, field service activities that include personnel and accompanying spare
parts, and installation and commissioning of products as a stand-alone service or as part of a service contract.
Revenues for software license fees are recognized when persuasive evidence of a non-cancelable license agreement exists, delivery has
occurred, the license fee is fixed or determinable, and collection is probable. In software arrangements that include rights to multiple software
products and/or services, the total arrangement fee is allocated using the residual method, under which revenue is allocated to
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the undelivered elements based on vendor-specific objective evidence (VSOE) of fair value of such undelivered elements and the residual
amounts of revenue are allocated to the delivered elements. Elements included in multiple element arrangements may consist of software
products, maintenance (which includes customer support services and unspecified upgrades), hosting, and consulting services. VSOE is based on
the price generally charged when an element is sold separately or, in the case of an element not yet sold separately, the price established by
authorized management, if it is probable that the price, once established, will not change once the element is sold separately. If VSOE does not
exist for an undelivered element, the total arrangement fee will be recognized as revenue over the life of the contract or upon delivery of the
undelivered element.
We offer multiple element arrangements to meet our customers' needs. These arrangements may involve the delivery of multiple products
and/or performance of services (such as installation and training) and the delivery and/or performance may occur at different points in time or
over different periods of time. Deliverables of such multiple element arrangements are evaluated to determine the unit of accounting and if
certain criteria are met, we allocate revenues to each unit of accounting based on its relative selling price. A hierarchy of selling prices is used to
determine the selling price of each specific deliverable that includes VSOE (if available), third-party evidence (if VSOE is not available), or
estimated selling price if neither of the first two is available. The estimated selling price reflects our best estimate of what the selling prices of
elements would be if the elements were sold on a stand-alone basis. Revenue is allocated between the elements of an arrangement consideration
at the inception of the arrangement. Such arrangements generally include industry-specific performance and termination provisions, such as in
the event of substantial delays or non-delivery.
Revenues are reported net of customer rebates and similar incentives. Taxes assessed by a governmental authority that are directly imposed
on revenue-producing transactions between us and our customers, such as sales, use, value-added and some excise taxes, are excluded from
revenues.
These revenue recognition methods require the collectability of the revenues recognized to be reasonably assured. When recording the
respective accounts receivable, allowances are calculated to estimate those receivables that will not be collected. These reserves assume a level
of default based on historical information, as well as knowledge about specific invoices and customers. The risk remains that a different number
of defaults will occur than originally estimated. As such, the amount of revenues recognized might exceed or fall below the amount which will
be collected, resulting in a change in earnings in the future. The risk of deterioration is likely to increase during periods of significant negative
industry, economic or political trends.
As a result of the above policies, judgment in the selection and application of revenue recognition methods must be made.
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Contingencies
As more fully described in "Item 8. Financial InformationLegal Proceedings" and in "Note 15 Commitments and contingencies" to our
Consolidated Financial Statements, we are subject to proceedings, litigation or threatened litigation and other claims and inquiries related to
environmental, labor, product, regulatory, tax (other than income tax) and other matters. We are required to assess the likelihood of any adverse
judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination of the provision required, if any, for
these contingencies is made after analysis of each individual issue, often with assistance from both internal and external legal counsel and
technical experts. The required amount of a provision for a contingency of any type may change in the future due to new developments in the
particular matter, including changes in the approach to its resolution.
We record provisions for our contingent obligations when it is probable that a loss will be incurred and the amount can be reasonably
estimated. Any such provision is generally recognized on an undiscounted basis using our best estimate of the amount of loss or at the lower end
of an estimated range when a single best estimate is not determinable. In some cases, we may be able to recover a portion of the costs relating to
these obligations from insurers or other third parties; however, we record such amounts only when it is probable that they will be collected.
We provide for anticipated costs for warranties when we recognize revenues on the related products or contracts. Warranty costs include
calculated costs arising from imperfections in design, material and workmanship in our products. We generally make individual assessments on
contracts with risks resulting from order-specific conditions or guarantees and assessments on an overall, statistical basis for similar products
sold in larger quantities. There is a risk that actual warranty costs may exceed the amounts provided for, which would result in a deterioration of
earnings in the future when these actual costs are determined.
We may have a legal obligation to perform environmental clean-up activities as a result of the normal operation of our business or have
other asset retirement obligations. In some cases, the timing or the method of settlement, or both are conditional upon a future event that may or
may not be within our control, but the underlying obligation itself is unconditional and certain. We recognize a provision for these and other
asset retirement obligations when a liability for the retirement or clean-up activity has been incurred and a reasonable estimate of its fair value
can be made. These provisions are initially recognized at fair value, and subsequently adjusted for accrued interest and changes in estimates.
Provisions for environmental obligations are not discounted to their present value when the timing of payments cannot be reasonably estimated.
Pension and other postretirement benefits
As more fully described in "Note 17 Employee benefits" to our Consolidated Financial Statements, we have a number of defined benefit
pension and other postretirement plans and recognize an asset for a plan's overfunded status or a liability for a plan's underfunded status in our
Consolidated Balance Sheets. We measure such a plan's assets and obligations that determine its funded status as of the end of the year. Changes
in the funded status are reported in "Accumulated other comprehensive loss" and as a separate component of stockholders' equity.
We recognize actuarial gains and losses gradually over time. Any cumulative unrecognized actuarial gain or loss that exceeds 10 percent of
the greater of the present value of the projected benefit obligation (PBO) and the fair value of plan assets is recognized in earnings over the
expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognized.
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We use actuarial valuations to determine our pension and postretirement benefit costs and credits. The amounts calculated depend on a
variety of key assumptions, including discount rates, mortality rates and expected return on plan assets. Under U.S. GAAP, we are required to
consider current market conditions in making these assumptions. In particular, the discount rates are reviewed annually based on changes in
long-term, highly-rated corporate bond yields. Decreases in the discount rates result in an increase in the PBO and in pension costs. Conversely,
an increase in the discount rates results in a decrease in the PBO and in pension costs. The mortality assumptions are reviewed annually by
management. Decreases in mortality rates result in an increase in the PBO and in pension costs. Conversely, an increase in mortality rates results
in a decrease in the PBO and in pension costs.
Holding all other assumptions constant, a 0.25 percentage-point decrease in the discount rate would have increased the PBO related to our
defined benefit pension plans by $414 million, while a 0.25 percentage-point increase in the discount rate would have decreased the PBO related
to our defined benefit pension plans by $391 million.
The expected return on plan assets is reviewed regularly and considered for adjustment annually based on current and expected asset
allocations and represents the long-term return expected to be achieved. Decreases in the expected return on plan assets result in an increase to
pension costs. An increase or decrease of 0.25 percentage-points in the expected long-term rate of asset return would have decreased or
increased, respectively, the net periodic benefit cost in 2012 by $22 million.
The funded status, which can increase or decrease based on the performance of the financial markets or changes in our assumptions, does
not represent a mandatory short-term cash obligation. Instead, the funded status of a defined benefit pension plan is the difference between the
PBO and the fair value of the plan assets. At December 31, 2012, our defined benefit pension plans were $1,781 million underfunded compared
to an underfunding of $950 million at December 31, 2011. Our other postretirement plans were underfunded by $281 million and $260 million at
December 31, 2012 and 2011, respectively.
We have multiple non-pension postretirement benefit plans. Our health care plans are generally contributory with participants' contributions
adjusted annually. For purposes of estimating our health-care costs, we have assumed health-care cost increases to be 8.60 percent per annum for
2013, gradually declining to 5 percent per annum by 2028 and to remain at that level thereafter.
Income taxes
In preparing our Consolidated Financial Statements, we are required to estimate income taxes in each of the jurisdictions in which we
operate. Tax expense from continuing operations is reconciled from the weighted-average global tax rate, rather than from the Swiss domestic
statutory tax rate, as (i) the parent company of the ABB Group, ABB Ltd, is domiciled in Switzerland. Income which has been generated in
jurisdictions outside of Switzerland (hereafter "foreign jurisdictions") and has already been subject to corporate income tax in those foreign
jurisdictions is, to a large extent, tax exempt in Switzerland. Therefore, generally no or only limited Swiss income tax has to be provided for on
the repatriated earnings of foreign subsidiaries. There is no requirement in Switzerland for a parent company of a group to file a tax return of the
group determining domestic and foreign pre-tax income, and (ii) our consolidated income from continuing operations is predominantly earned
outside of Switzerland, and therefore corporate income tax in foreign jurisdictions largely determines our global tax rate.
We account for deferred taxes by using the asset and liability method. Under this method, we determine deferred tax assets and liabilities
based on temporary differences between the financial reporting and the tax bases of assets and liabilities. Deferred tax assets and liabilities are
measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. We recognize a
deferred tax asset when it is more likely than not that the asset will be
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realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses,
projected future taxable income and the expected timing of the reversals of existing temporary differences. To the extent we increase or decrease
this allowance in a period, we recognize the change in the allowance within "Provision for taxes" in the Consolidated Income Statements unless
the change relates to discontinued operations, in which case the change is recorded in "Income from discontinued operations, net of tax".
Unforeseen changes in tax rates and tax laws, as well as differences in the projected taxable income as compared to the actual taxable income,
may affect these estimates.
Certain countries levy withholding taxes, dividend distribution taxes or additional corporate income taxes (hereafter "withholding taxes") on
dividend distributions. Such taxes cannot always be fully reclaimed by the shareholder, although they have to be declared and withheld by the
subsidiary. Switzerland has concluded double taxation treaties with many countries in which we operate. These treaties either eliminate or reduce
such withholding taxes on dividend distributions. It is our policy to distribute retained earnings of subsidiaries, in so far as such earnings are not
permanently reinvested or no other reasons exist that would prevent the subsidiary from distributing them. No deferred tax liability is set up, if
retained earnings are considered as permanently reinvested, and used for financing current operations as well as business growth through
working capital and capital expenditure in those countries.
We operate in numerous tax jurisdictions and, as a result, are regularly subject to audit by tax authorities. We provide for tax contingencies
whenever it is deemed more likely than not that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or
changes in tax laws. Contingency provisions are recorded based on the technical merits of our filing position, considering the applicable tax laws
and Organisation for Economic Co-operation and Development (OECD) guidelines and are based on our evaluations of the facts and
circumstances as of the end of each reporting period. Changes in the facts and circumstances could result in a material change to the tax accruals.
Although we believe that our tax estimates are reasonable and that appropriate tax reserves have been made, the final determination of tax audits
and any related litigation could be different than that which is reflected in our income tax provisions and accruals.
An estimated loss from a tax contingency must be accrued as a charge to income if it is more likely than not that a tax asset has been
impaired or a tax liability has been incurred and the amount of the loss can be reasonably estimated. We apply a two-step approach to recognize
and measure uncertainty in income taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available
evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation
processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 percent likely of being realized upon
ultimate settlement. The required amount of provisions for contingencies of any type may change in the future due to new developments.
Business combinations
The amount of goodwill initially recognized in a business combination is based on the excess of the purchase price of the acquired company
over the fair value of the assets acquired and liabilities assumed. The determination of these fair values requires us to make significant estimates
and assumptions. For instance, when assumptions with respect to the timing and amount of future revenues and expenses associated with an
asset are used to determine its fair value, but the actual timing and amount differ materially, the asset could become impaired. In some cases,
particularly for large acquisitions, we engage independent third-party appraisal firms to assist in determining the fair values.
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Critical estimates in valuing certain intangible assets include but are not limited to: future expected cash flows of the acquired business,
brand awareness, customer retention, technology obsolescence and discount rates.
In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially
estimated at the acquisition date. We reevaluate these items quarterly, based upon facts and circumstances that existed at the acquisition date
with any adjustments to our preliminary estimates being recorded to goodwill provided that we are within the twelve-month measurement
period. Subsequent to the measurement period or our final determination of the tax allowance's or contingency's estimated value, whichever
comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect our provision for income taxes in our
Consolidated Income Statements and could have a material impact on our results of operations and financial position. The fair values assigned to
the intangible assets acquired are described in "Note 3 Acquisitions and increases in controlling interests" as well as "Note 11 Goodwill and
other intangible assets", to our Consolidated Financial Statements.
Goodwill and other intangible assets
We review goodwill for impairment annually as of October 1, or more frequently if events or circumstances indicate the carrying value may
not be recoverable. In 2012, as a result of an accounting standard update, we changed our approach to determining whether goodwill is impaired.
Consistent with the update, we have elected to first perform a qualitative assessment to determine whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. Based on the results of this qualitative assessment, we would only perform a two-step
quantitative goodwill impairment test if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying
amount.
Our reporting units are the same as our business divisions for Power Products, Power Systems, Discrete Automation and Motion, and Low
Voltage Products. For Process Automation, we determined the reporting units to be one level below the division, as the different products
produced or services provided by this division do not share sufficiently similar economic characteristics to permit testing of goodwill on a total
division level.
When performing the qualitative assessment, we first determine, for each reporting unit, factors which would affect the fair value of those
reporting units including: (i) macroeconomic conditions related to the business, (ii) industry and market trends, and (iii) the overall future
financial performance and future opportunities in the markets in which the business operates.
We then consider how these factors would impact the most recent quantitative analysis of the reporting unit's fair value. Key assumptions in
determining the value of the reporting unit include the projected level of business operations, the weighted-average cost of capital, the income
tax rate and the terminal growth rate.
If, after performing the qualitative assessment, we conclude that events or circumstances have occurred which would indicate that it is more
likely than not that the fair value of the reporting unit is less than its carrying value, we would perform the two-step quantitative impairment test.
In the first step, we would calculate the fair value of the reporting unit (using an income approach whereby the fair value is calculated based on
the present value of future cash flows applying a discount rate that represents our weighted-average cost of capital) and compare it to its carrying
value. Where the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no
further testing is performed. However, if the carrying value of the net assets assigned to the reporting unit is equal to or exceeds the reporting
unit's fair value, we would perform the second step of the impairment test. In the second step, we determine the implied fair value of the
reporting unit's goodwill and compare it to the carrying value of the reporting unit's goodwill. If the
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carrying value of a reporting unit's goodwill were to exceed its implied fair value, then we would record an impairment loss equal to the
difference. Any goodwill impairment losses would be recorded as a separate line item in the income statement in continuing operations, unless
related to a discontinued operation, in which case the losses would be recorded in "Income from discontinued operations, net of tax".
In 2012, we performed a qualitative assessment and determined that it was not more likely than not that the fair value for each of our
reporting units was below the carrying value. As a result, we concluded that it was not necessary to perform the two-step quantitative impairment
test. In 2011 and 2010, prior to adopting the accounting standard updated allowing us to perform a qualitative assessment, we performed the first
step of the two-step impairment test on all reporting units. As the fair values of all reporting units, in both years, exceeded their carrying values,
we determined that none of the reporting units was at "risk" of failing the goodwill impairment test. Consequently, the second step of the
impairment test was not performed and we concluded goodwill was not impaired.
We review intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable upon the occurrence of certain triggering events, such as a decision to divest a business or projected losses of an entity. We record
impairment charges in "Other income (expense), net", in our Consolidated Income Statements, unless they relate to a discontinued operation, in
which case the charges are recorded in "Income from discontinued operations, net of tax".

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

RESEARCH AND DEVELOPMENT
Each year, we invest significantly in research and development. Our research and development focuses on developing and commercializing
the technologies of our businesses that are of strategic importance to our future growth. In 2012, 2011 and 2010, we invested $1,464 million,
$1,371 million and $1,082 million, respectively, or approximately 3.7 percent, 3.6 percent, and 3.4 percent, respectively, of our annual
consolidated revenues on research and development activities. We also had expenditures of $282 million, $338 million and $253 million,
respectively, or approximately 0.7 percent, 0.9 percent, and 0.8 percent, respectively, of our annual consolidated revenues in 2012, 2011 and
2010, on order-related development activities. These are customer- and project-specific development efforts that we undertake to develop or
adapt equipment and systems to the unique needs of our customers in connection with specific orders or projects. Order-related development
amounts are initially recorded in inventories as part of the work in process of a contract and then are reflected in cost of sales at the time revenue
is recognized in accordance with our accounting policies.
In addition to continuous product development, and order-related engineering work, we develop platforms for technology applications in
our automation and power businesses in our research and development laboratories, which operate on a global basis. Through active
management of our investment in research and development, we seek to maintain a balance between short-term and long-term research and
development programs and optimize our return on investment.
Our research and development strategy focuses on three objectives: (i) to monitor and develop emerging technologies and create an
innovative, sustainable technology base for ABB, (ii) to develop technology platforms that enable efficient product design for our power and
automation customers, and (iii) to create the next generation of power and automation products and systems that we believe will be the engines
of profitable growth.
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Universities are incubators of future technology, and a central task of our research and development team is to transform university research
into industry-ready technology platforms. We collaborate with a number of universities and research institutions to build research networks and
foster new technologies. We believe these collaborations shorten the amount of time required to turn basic ideas into viable products, and they
additionally help us recruit and train new personnel. We have built numerous university partnerships in the U.S., Europe and Asia, including
long-term, strategic relationships with the Massachusetts Institute of Technology, Carnegie Mellon University, Cambridge University, ETH
Zurich, KTH Stockholm and Imperial College London. Our collaborative projects include research on materials, sensors, micro-engineered
mechanical systems, robotics, controls, manufacturing, distributed power and communication. Common platforms for power and automation
technologies are developed around advanced materials, efficient manufacturing, information technology and data communication, as well as
sensor and actuator technology.
Common applications of basic power and automation technologies can also be found in power electronics, electrical insulation, and control
and optimization. Our power technologies, including our insulation technologies, current interruption and limitation devices, power electronics,
flow control and power protection processes, apply as much to large, reliable, blackout-free transmission systems as they do to everyday
household needs. Our automation technologies, including our control and optimization processes, power electronics, sensors and
microelectronics, mechatronics and wireless communication processes, are designed to improve efficiency in plants and factories around the
world, including our own.

ACQUISITIONS AND INVESTMENTS
Acquisitions
During 2012, 2011 and 2010, ABB invested $3,643 million, $3,805 million and $1,275 million in 9, 10 and 9 new businesses, respectively.
The amounts exclude changes in cost and equity investments.
The principal acquisition in 2012 was Thomas & Betts, which was acquired in May 2012. Thomas & Betts designs, manufactures and
markets components used to manage the connection, distribution, transmission and reliability of electrical power in industrial, construction and
utility applications. The complementary combination of Thomas & Betts' electrical components and ABB's low-voltage protection, control and
measurement products creates a broader low-voltage portfolio (in our Low Voltage Products division) that can be distributed through Thomas &
Betts' network of more than 6,000 distributor locations and wholesalers in North America, and through ABB's well-established distribution
channels in Europe and Asia.
The principal acquisition in 2011 was Baldor Electric Company (Baldor), acquired in January 2011. Baldor markets, designs and
manufactures industrial electric motors, mechanical power transmission products, drives and generators. The acquisition broadens the product
offering of our Discrete Automation and Motion division, closing the gap in our automation portfolio in North America by adding Baldor's
NEMA motors product line, as well as adding Baldor's growing mechanical power transmission business.
The principal acquisition in 2010 was the Ventyx group (Ventyx). In June 2010, we acquired all of the shares of Ventyx Inc., Ventyx
Software Inc. and Ventyx Dutch Holding B.V., representing substantially all of the revenues, assets and liabilities of Ventyx. Ventyx provides
software solutions to global energy, utility, communications and other asset intensive businesses and was integrated into the network
management business within the Power Systems division to form a single unit for energy management software solutions.
For more information on our acquisitions, see "Note 3 Acquisitions and increases in controlling interests" to our Consolidated Financial
Statements.
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Increase in controlling interests in India
In 2010, we increased our ownership interest in ABB Limited, India (our publicly-listed subsidiary in India) from approximately 52 percent
to 75 percent. Cash paid in 2010, including transaction costs, amounted to $956 million. The offer of 900 rupees per share resulted in a charge to
"Capital stock and additional paid-in capital" of $838 million, including expenses related to the transaction.

EXCHANGE RATES
We report our financial results in U.S. dollars. Due to our global operations, a significant amount of our revenues, expenses, assets and
liabilities are denominated in other currencies. As a consequence, movements in exchange rates between currencies may affect: (i) our
profitability, (ii) the comparability of our results between periods, and (iii) the reported carrying value of our assets and liabilities.
We translate non-USD denominated results of operations, assets and liabilities to USD in our Consolidated Financial Statements. Balance
sheet items are translated to USD using year-end currency exchange rates. Income statement and cash flow items are translated to USD using the
relevant monthly average currency exchange rate.
Increases and decreases in the value of the USD against other currencies will affect the reported results of operations in our Consolidated
Income Statements and the value of certain of our assets and liabilities in our Consolidated Balance Sheets, even if our results of operations or
the value of those assets and liabilities have not changed in their original currency. Because of the impact foreign exchange rates have on our
reported results of operations and the reported value of our assets and liabilities, changes in foreign exchange rates could significantly affect the
comparability of our reported results of operations between periods and result in significant changes to the reported value of our assets, liabilities
and stockholders' equity, as has been the case during the period from 2010 through 2012.
While we operate globally and report our financial results in USD, exchange rate movements between the USD and both the euro and the
Swiss franc are of particular importance to us due to (i) the location of our significant operations and (ii) our corporate headquarters being in
Switzerland.
The exchange rates between the USD and the EUR and the USD and the CHF at December 31, 2012, 2011 and 2010, were as follows:
The average exchange rates between the USD and the EUR and the USD and the CHF for the years ended December 31, 2012, 2011 and
2010, were as follows:
When we incur expenses that are not denominated in the same currency as the related revenues, foreign exchange rate fluctuations could
affect our profitability. To mitigate the impact of exchange rate movements on our profitability, it is our policy to enter into forward foreign
exchange contracts to manage the foreign exchange transaction risk of our operations.
44
Exchange rates into $ 2012 2011 2010
EUR 1.00 1.32 1.29 1.34
CHF 1.00 1.09 1.06 1.07
Exchange rates into $

2012

2011

2010

EUR 1.00 1.29 1.39 1.33
CHF 1.00 1.07 1.13 0.97
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In 2012, approximately 84 percent of our consolidated revenues were reported in currencies other than USD. The following percentages of
consolidated revenues were reported in the following currencies:
Euro, approximately 21 percent,

Chinese renminbi, approximately 10 percent,

Canadian dollar, approximately 6 percent,

Swedish krona, approximately 6 percent, and

Swiss franc, approximately 5 percent.
In 2012, approximately 83 percent of our cost of sales and selling, general and administrative expenses were reported in currencies other
than USD. The following percentages of consolidated cost of sales and selling, general and administrative expenses were reported in the
following currencies:
Euro, approximately 20 percent,

Chinese renminbi, approximately 9 percent,

Canadian dollar, approximately 6 percent, and

Swedish krona, approximately 5 percent.
We also incur expenses other than cost of sales and selling, general and administrative expenses in various currencies.
The results of operations and financial position of many of our subsidiaries outside of the United States are reported in the currencies of the
countries in which those subsidiaries are located. We refer to these currencies as "local currencies." Local currency financial information is then
translated into USD at applicable exchange rates for inclusion in our Consolidated Financial Statements.
The discussion of our results of operations below provides certain information with respect to orders, revenues, EBIT and other measures as
reported in USD (as well as in local currencies). We measure period-to-period variations in local currency results by using a constant foreign
exchange rate for all periods under comparison. Differences in our results of operations in local currencies as compared to our results of
operations in USD are caused exclusively by changes in currency exchange rates.
While we consider our results of operations as measured in local currencies to be a significant indicator of business performance, local
currency information should not be relied upon to the exclusion of U.S. GAAP financial measures. Instead, local currencies reflect an additional
measure of comparability and provide a means of viewing aspects of our operations that, when viewed together with the U.S. GAAP results and
our reconciliations, provide a more complete understanding of factors and trends affecting the business. As local currency information is not
standardized, it may not be possible to compare our local currency information to other companies' financial measures that have the same or a
similar title. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single
financial measure.

ORDERS
We book and report an order when a binding contractual agreement has been concluded with a customer covering, at a minimum, the price
and scope of products or services to be supplied, the delivery schedule and the payment terms. The reported value of an order corresponds to the
undiscounted value of revenues that we expect to recognize following delivery of the goods or services subject to the order, less any trade
discounts and excluding any value added or sales tax. The value of
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orders received during a given period of time represents the sum of the value of all orders received during the period, adjusted to reflect the
aggregate value of any changes to the value of orders received during the period and orders existing at the beginning of the period. These
adjustments, which may in the aggregate increase or decrease the orders reported during the period, may include changes in the estimated order
price up to the date of contractual performance, changes in the scope of products or services ordered and cancellations of orders.
The undiscounted value of revenues we expect to generate from our orders at any point in time is represented by our order backlog.
Approximately 16 percent of the value of total orders we recorded in 2012 were "large orders," which we define as orders from third parties
involving a value of at least $15 million for products or services. Approximately 55 percent of the total value of large orders in 2012 were
recorded by our Power Systems division and approximately 29 percent in our Process Automation division. The Power Products as well as
Discrete Automation and Motion divisions accounted for the remainder of the total large orders recorded during 2012. The remaining portion of
total orders recorded in 2012 was "base orders," which we define as orders from third parties with a value of less than $15 million for products or
services.
The level of orders fluctuates from year to year. Arrangements included in any particular order can be complex and unique to that order.
Portions of our business involve orders for long-term projects that can take months or years to complete and many large orders result in revenues
in periods after the order is booked. However, the level of large orders and orders generally cannot be used to accurately predict future revenues
or operating performance. Orders that have been placed can be cancelled, delayed or modified by the customer. These actions can reduce or
delay any future revenues from the order or may result in the elimination of the order.

PERFORMANCE MEASURES
We evaluate the performance of our divisions primarily based on orders received, revenues, Operational EBITDA and Operational EBITDA
as a percentage of Operational revenues (Operational EBITDA margin).
Operational EBITDA represents EBIT excluding depreciation and amortization, restructuring and restructuring-related expenses, adjusted
for the following: (i) unrealized gains and losses on derivatives (foreign exchange, commodities, embedded derivatives), (ii) realized gains and
losses on derivatives where the underlying hedged transaction has not yet been realized, (iii) unrealized foreign exchange movements on
receivables/payables (and related assets/liabilities), (iv) acquisition-related expenses, and (v) certain non-operational items.
Operational revenues are total revenues adjusted for the following: (i) unrealized gains and losses on derivatives, (ii) realized gains and
losses on derivatives where the underlying hedged transaction has not yet been realized, and (iii) unrealized foreign exchange movements on
receivables (and related assets).
See "Note 23 Operating segment and geographic data" to our Consolidated Financial Statements for a reconciliation of Operational
EBITDA to EBIT.
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ANALYSIS OF RESULTS OF OPERATIONS
Our consolidated results from operations were as follows:
A more detailed discussion of the orders, revenues, Operational EBITDA and EBIT for our divisions follows in the sections of "Divisional
analysis" below entitled "Power Products," "Power Systems," "Discrete Automation and Motion," "Low Voltage Products," "Process
Automation" and "Corporate and Other." Orders and revenues of our divisions include interdivisional transactions which are eliminated in the
"Corporate and Other" line in the tables below.
47
($ in millions, except per share data in $)
2012

2011

2010

Orders 40,232 40,210 32,681
Order backlog at December 31, 29,298 27,508 26,193
Revenues 39,336 37,990 31,589
Cost of sales (27,958 ) (26,556 ) (22,060 )







Gross profit 11,378 11,434 9,529
Selling, general and administrative expenses (5,756 ) (5,373 ) (4,615 )
Non-order related research and development
expenses (1,464 ) (1,371 ) (1,082 )
Other income (expense), net (100 ) (23 ) (14 )

Earnings before interest and taxes 4,058 4,667 3,818
Net interest and other finance expense (220 ) (117 ) (78 )
Provision for taxes (1,030 ) (1,244 ) (1,018 )

Income from continuing operations, net of
tax 2,808 3,306 2,722
Income from discontinued operations, net of tax 4 9 10







Net income 2,812 3,315 2,732
Net income attributable to noncontrolling
interests (108 ) (147 ) (171 )







Net income attributable to ABB 2,704 3,168 2,561







Amounts attributable to ABB shareholders:
Income from continuing operations, net of tax 2,700 3,159 2,551
Net income 2,704 3,168 2,561
Basic earnings per share attributable to ABB
shareholders:
Income from continuing operations, net of tax 1.18 1.38 1.12
Net income 1.18 1.38 1.12
Diluted earnings per share attributable to ABB
shareholders:
Income from continuing operations, net of tax 1.18 1.38 1.11
Net income 1.18 1.38 1.12
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Orders
In 2012, total order volume remained on the same level as 2011 (increased 4 percent in local currencies and was steady, in local currencies,
excluding Thomas & Betts) despite challenging markets.
In 2012, orders in the Power Products division were flat compared to the previous year (increased 3 percent in local currencies) as the
distribution sector remained stable and industrial demand was supported by demand from the oil and gas sector. In the Power Systems division,
orders declined 14 percent (10 percent in local currencies) as capital expenditures in power infrastructure continued to be restrained due to
ongoing economic uncertainties, especially in certain mature economies. Transmission utilities are investing selectively, with emerging markets
focusing on capacity addition and mature markets focusing mainly on existing grid upgrades. Order growth slowed to 1 percent (4 percent in
local currencies) in the Discrete Automation and Motion division following a double-digit growth rate in 2011, reflecting the generally low
growth in industrial production in most markets and weakness in the renewable energy sector in 2012. Orders were 25 percent higher in the Low
Voltage Products division (29 percent in local currencies) mainly due to Thomas & Betts (flat in local currencies excluding Thomas & Betts).
The Process Automation division's orders reached the prior year's level (increase of 4 percent in local currencies) supported by demand from the
oil and gas and the mining sectors.
Base orders growth slowed in the first half of the year as economic growth remained under pressure, however base orders remained on the
previous year's level primarily driven by demand for industrial automation and energy-saving equipment. In the second half of 2012, base orders
increased moderately due to Thomas & Betts. During 2012, base orders grew 3 percent (6 percent in local currencies or 1 percent, in local
currencies, excluding Thomas & Betts). Following the double-digit growth in 2011, large orders in 2012 decreased 11 percent (7 percent in local
currencies) as fewer large projects were recorded in the power divisions.
In 2011, total order volume increased 23 percent (18 percent in local currencies, 11 percent excluding Baldor). Customer investments to
increase operational efficiency and services translated into higher orders for the automation divisions, where the pace of order growth in the
second half of 2011 slowed versus the growth rates of the first half of the year. The need to strengthen power distribution networks, driven in
part by industrial growth in emerging markets, as well as the integration of renewable energy supplies into power grids, lifted orders in the power
businesses.
In 2011, orders in the Power Products division grew 13 percent (8 percent in local currencies) and were higher in all businesses. The order
increase was driven primarily by continued strength in the industrial and power distribution sectors as well as large orders in the transmission
sector. Continuing investments in grid upgrades and the integration of renewable energy sources fuelled an 18 percent
48

% Change

($ in millions)
2012

2011

2010

2012

2011

Power Products 11,040 11,068 9,778 13 %
Power Systems 7,973 9,278 7,896 (14 )% 18 %
Discrete Automation and Motion 9,625 9,566 5,862 1 % 63 %
Low Voltage Products 6,720 5,364 4,686 25 % 14 %
Process Automation 8,704 8,726 7,383 18 %

Operating divisions 44,062 44,002 35,605 24 %
Corporate and Other
(1)
(3,830 ) (3,792 ) (2,924 ) n.a. n.a.

Total 40,232 40,210 32,681 23 %







(1) Includes interdivisional eliminations
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(12 percent in local currencies) orders increase in the Power Systems division. In August 2011, ABB won its largest-ever power transmission
order, worth around $1 billion, to supply a power link connecting offshore North Sea wind farms to the German mainland grid. The strong
growth in the Discrete Automation and Motion division reflected continued demand for energy-efficient automation solutions leading to an
increase in orders of 63 percent (57 percent in local currencies, 21 percent excluding Baldor). While all businesses contributed to the increase in
orders in that division, Robotics and Power Electronics posted the highest growth rates. Orders were 14 percent higher in Low Voltage Products
(9 percent in local currencies), mainly on increased demand for low-voltage systems to improve electrical efficiency in industry. Order growth
slowed in that division in the second half of the year on a combination of more difficult comparisons with the strong growth recorded in 2010,
slowing demand in most early-cycle industries and cutback in renewable investments compared to the previous year. The Process Automation
division saw orders up 18 percent (12 percent in local currencies), mainly on continuing demand from the oil and gas and related marine
industry. Service orders in Process Automation grew at a double-digit pace as well.
Base orders grew significantly in the first half of 2011, as the global economic upturn continued. Although the development slowed in the
second half of the year amid increased uncertainties about the global macroeconomic outlook, growth rates remained double digit. For ABB as a
whole, base orders grew 21 percent (16 percent in local currencies), as all divisions reported an increase in base orders in 2011. Additionally, a
number of sizeable projects in the tender backlog materialized into large orders, which led to significant growth in the year. After a decline in
2010, large orders rebounded and grew 32 percent (25 percent in local currencies).
We determine the geographic distribution of our orders based on the location of the customer, which may be different from the ultimate
destination of the products' end use. The geographic distribution of our consolidated orders was as follows:
In 2012, orders grew 28 percent (32 percent in local currencies) in the Americas due to Thomas & Betts, as well as on organic growth in
existing businesses. The U.S. recorded higher orders in every division. Additionally, Canada and Brazil remained significant growth areas in this
region. In Asia, orders were down 15 percent (13 percent in local currencies) primarily on lower large orders from the power sector in China and
India, as well as from the marine sector in South Korea. Europe declined 11 percent (6 percent in local currencies) despite increases in Finland
and the U.K., as a $1 billion offshore wind order in Germany received in 2011 was not repeated in 2012, as well as on lower orders in Sweden,
Norway and Italy. Orders grew in MEA by 23 percent (28 percent in local currencies) on large orders from the power sector in Saudi Arabia,
solar power orders in South Africa as well as orders from the oil and gas sector in Oman.
Orders in 2011 grew in the Americas 52 percent (50 percent in local currencies) driven by Baldor, as well as by organic growth. The U.S.,
Canada and Brazil were the main growth drivers in this region, as Brazil recorded large orders in the Power Systems division, as well as in the
Power Automation division from the oil and gas and minerals sectors. In Asia, orders were up 39 percent (32 percent in local currencies) on
double-digit growth in all divisions. In China, large orders for the Power Systems and Power Products divisions, as well as base order growth in
the Discrete Automation and Motion,
49
% Change
($ in millions) 2012 2011 2010 2012 2011
Europe 13,512 15,202 13,781 (11 )% 10 %
The Americas 12,152 9,466 6,223 28 % 52 %
Asia 10,346 12,103 8,720 (15 )% 39 %
Middle East and Africa 4,222 3,439 3,957 23 % (13 )%

Total 40,232 40,210 32,681 23 %







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and Low Voltage Products divisions drove significant order growth. India returned to double-digit order growth after a contraction in 2010 and
South Korea recorded large orders from the marine sector. Europe grew 10 percent (4 percent in local currencies), on growth in the industrial
sectors. Additionally, a large order for offshore wind farm connection in Germany was repeated in 2011 (at a higher amount than in 2010) and
Norway won large orders in the oil and gas sector. Order volumes decreased in the MEA by 13 percent (15 percent in local currencies) as large
orders from the power sector in Saudi Arabia and from the oil and gas sector in Congo were offset by a lower orders level in the Power Systems
division in Kuwait, Qatar and the United Arab Emirates.
Order backlog
In 2012, order backlog increased 7 percent (5 percent in local currencies) compared to 2011. The order backlog in the Power Products
division grew in all businesses in 2012. The Power Systems division also increased its order backlog despite a lower level of large orders.
Although global economic conditions remained challenging, order backlog increased in 2012 in the Discrete Automation and Motion division.
While the Low Voltage Products division grew, a substantial portion of the increase in the order backlog was due to Thomas & Betts. The order
backlog in the Process Automation division grew on orders from the mining as well as the oil and gas sectors.
In 2011, orders grew at a higher rate than revenues leading to an increase in group order backlog by 5 percent (9 percent in local currencies)
compared to 2010. The increase in order backlog in the Power Systems division is largely based on large orders for grid upgrades and the
integration of renewable energy sources. The order backlog in the Power Products division grew slightly in 2011 after a decline in 2010. Despite
slowing growth in global industrial demand in the second half of 2011, order backlog in the Discrete Automation and Motion division, only
partly driven by the Baldor acquisition, and in the Low Voltage Products division continued to grow in 2011. The Process Automation division
benefited from large orders in the oil and gas related marine sectors, which increased order backlog.
50

December 31,

% Change

($ in millions)
2012

2011

2010

2012

2011

Power Products 8,493 8,029 7,930 6 % 1 %
Power Systems 12,107 11,570 10,929 5 % 6 %
Discrete Automation and Motion 4,426 4,120 3,350 7 % 23 %
Low Voltage Products 1,117 887 838 26 % 6 %
Process Automation 6,416 5,771 5,530 11 % 4 %

Operating divisions 32,559 30,377 28,577 7 % 6 %
Corporate and Other
(1)
(3,261 ) (2,869 ) (2,384 ) n.a. n.a.

Total 29,298 27,508 26,193 7 % 5 %







(1) Includes interdivisional eliminations
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Revenues
Revenues in 2012 increased 4 percent (7 percent in local currencies) based on a solid order level recorded in the previous year, as well as on
the impact of Thomas & Betts. Excluding Thomas & Betts, revenues were steady, decreasing 1 percent despite a difficult economic environment
(increase of 3 percent in local currencies).
Revenues in the Power Products division declined 1 percent (increased 2 percent in local currencies) impacted by lower revenues from the
Transformers business. In the Power Systems division, revenues were 3 percent lower but increased 2 percent in local currencies, as orders
recorded in the previous year were executed and translated into revenues. Revenues rose 7 percent (10 percent in local currencies) in the Discrete
Automation and Motion division, as the Robotics business continued to grow at a double-digit rate in 2012. In the Low Voltage Products
division, revenues grew 25 percent (29 percent in local currencies); excluding Thomas & Betts, revenues decreased 4 percent (stable in local
currencies) following double-digit growth in 2011. Revenues in the Process Automation division were 2 percent lower but increased 2 percent in
local currencies supported by demand from oil and gas related sectors, while revenues declined in other businesses such as Turbochargers and
Full Service.
Revenues in 2011 increased 20 percent (15 percent in local currencies) on the back of strong orders recorded in the previous year as well as
on improving revenues from early-cycle business in the first half of the year. Excluding Baldor, revenues increased 14 percent (9 percent in local
currencies).
In 2011, revenues in the Power Products division increased 7 percent (2 percent in local currencies) following two years of revenue
declines, mainly on growth in Medium-Voltage Products but also on higher revenues in Transformers and High-Voltage Products. In the Power
Systems division, revenues increased 19 percent (14 percent in local currencies) on the successful execution of large orders placed in the
previous year in the Grid Systems and Power Generation businesses. Revenues rose 57 percent (51 percent in local currencies) in the Discrete
Automation and Motion division and 22 percent (16 percent in local currencies) excluding Baldor. The Robotics business confirmed the
turnaround seen in 2010 and grew at a double-digit pace in 2011. Revenues growth softened in the second half of the year in the Low Voltage
Products division resulting in 16 percent higher revenues in 2011 (11 percent in local currencies) compared to the previous year. Revenues in the
Process Automation division, which is later in the economic cycle, were 12 percent (6 percent in local currencies) higher, supported by solid
orders received in Minerals, Pulp and Paper, Turbochargers and Oil and Gas businesses.
51

% Change

($ in millions)
2012

2011

2010

2012

2011

Power Products 10,717 10,869 10,199 (1 )% 7 %
Power Systems 7,852 8,101 6,786 (3 )% 19 %
Discrete Automation and Motion 9,405 8,806 5,617 7 % 57 %
Low Voltage Products 6,638 5,304 4,554 25 % 16 %
Process Automation 8,156 8,300 7,432 (2 )% 12 %

Operating divisions 42,768 41,380 34,588 3 % 20 %
Corporate and Other
(1)
(3,432 ) (3,390 ) (2,999 ) n.a. n.a.

Total 39,336 37,990 31,589 4 % 20 %







(1) Includes interdivisional eliminations
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We determine the geographic distribution of our revenues based on the location of the customer, which may be different from the ultimate
destination of the products' end use. The geographic distribution of our consolidated revenues was as follows:
In 2012, revenues in Europe decreased 4 percent (increased 2 percent in local currencies), despite growth in the Discrete Automation and
Motion division, as the other divisions recorded lower revenues. Growth in Germany, Sweden, Norway and the United Kingdom was offset by
declines in Italy, France and Spain. Revenues from the Americas increased 18 percent (20 percent in local currencies and 4 percent, in local
currencies, excluding Thomas & Betts) on higher industrial demand for the automation divisions. The U.S. grew 25 percent (8 percent excluding
Thomas & Betts), while Brazil recorded lower revenues than in the previous year. Revenues from Asia increased 6 percent (8 percent in local
currencies) on growth in all divisions. Within this region, revenues in South Korea grew on the execution of large marine orders, while China
recorded stable revenues and India recorded lower revenues. Revenues in MEA declined 8 percent (5 percent in local currencies) on lower
revenues generated in the power and the oil and gas sectors in the region.
In 2011, revenues in Europe grew 18 percent (11 percent in local currencies) on the execution of large Power Systems orders, as well as on
demand for automation products across the region. Revenues from the Americas increased 46 percent (43 percent in local currencies and
14 percent, in local currencies, excluding Baldor). In the U.S., industrial demand grew significantly and the transmission and distribution
markets recovered from a low level, while Brazil revenues grew on the execution of large orders. Revenues from Asia increased 14 percent
(9 percent in local currencies) on growth from the industrial automation sector in China and India. Revenues in MEA increased 1 percent,
however declined 2 percent in local currencies. Weaker large orders in the previous year lead to a decline in revenues in the utilities and oil and
gas sector, which offset higher revenues from the other industrial automation sectors.
Cost of sales
Cost of sales consists primarily of labor, raw materials and components but also includes expenses for warranties, contract losses and
project penalties, as well as order-related development expenses incurred in connection with projects for which corresponding revenues have
been recognized.
In 2012, cost of sales increased 5 percent (9 percent in local currencies) to $27,958 million. Excluding the impact from Thomas & Betts,
cost of sales increased 1 percent (5 percent in local currencies). As a percentage of revenues, cost of sales increased to 71.1 percent from
69.9 percent in 2011. Higher cost of sales as a percentage of revenues is the result of price erosion on the execution of order backlog, an
unfavorable business mix arising from a higher proportion of revenues generated from lower margin types of business, current period margin
erosion in certain projects and charges associated with repositioning the Power Systems division. Such cost increases were partly compensated
by cost saving initiatives.
In 2011, cost of sales increased 20 percent (16 percent in local currencies) to $26,556 million. The increase in the cost of sales reflects the
growth in revenues from existing businesses and new
52
% Change
($ in millions) 2012 2011 2010 2012 2011
Europe 14,073 14,657 12,378 (4 )% 18 %
The Americas 10,699 9,043 6,213 18 % 46 %
Asia 10,750 10,136 8,872 6 % 14 %
Middle East and Africa 3,814 4,154 4,126 (8 )% 1 %

Total 39,336 37,990 31,589 4 % 20 %







Table of Contents
acquisitions. Cost of sales was negatively affected by higher prices in certain commodities and an unfavorable change in business mix. The
increase in the cost of sales in 2011 was partly offset by savings realized from the cost saving initiatives, mainly in the areas of supply
management and operational excellence. As a percentage of revenues, cost of sales remained stable at 69.9 percent, as the cost saving initiatives
helped to offset continued pricing pressure on revenues.
Selling, general and administrative expenses
The components of selling, general and administrative expenses were as follows:
In 2012, selling expenses increased 9 percent (14 percent in local currencies); excluding Thomas & Betts, selling expenses increased
4 percent (9 percent in local currencies) compared to 2011. As a percentage of orders received, selling expenses increased to 9.6 percent from
8.8 percent. The increase in selling expenses in 2012 was mainly driven by additional sales force employees to develop new markets and
implement sales and marketing programs in order to secure market positions in a competitive environment.
In 2011, selling expenses increased 20 percent (14 percent in local currencies). Excluding Baldor, selling expenses were 14 percent
(8 percent in local currencies) higher as compared to 2010. The increase in selling expenses in 2011 continued to be driven by a larger sales
force employed by all divisions to strengthen their market presence particularly in the emerging countries. Selling expenses further increased
following the growth in orders as certain elements of such expenses, in particular expenses related to order-pursuing activities and sales
commissions, are variable expenses.
In 2012, general and administrative expenses increased 3 percent (6 percent in local currencies). Excluding Thomas & Betts, general and
administrative expenses declined 5 percent (2 percent in local currencies), reflecting tighter cost control throughout the organization. As a
percentage of revenues, general and administrative expenses remained unchanged at 4.8 percent in 2012.
In 2011, general and administrative expenses increased 10 percent (6 percent in local currencies). Excluding Baldor, general and
administrative expenses increased 5 percent (1 percent in local currencies). The increase in general and administrative expenses in 2011 was
driven primarily by initiatives to strengthen functional support areas especially in the emerging markets such as China, India and the Middle East
countries. As a percentage of revenues, general and administrative expenses decreased to 4.8 percent from 5.3 percent in 2010 reflecting a strong
increase in revenues on relatively stable expenses achieved through higher efficiency derived from continuous process improvement and
improved cost management.
In 2012, selling, general and administrative expenses increased 7 percent (11 percent in local currencies). Excluding Thomas & Betts,
selling, general and administrative expenses increased 1 percent (increased 5 percent in local currencies). As a percentage of revenues, selling,
general and administrative expenses increased 0.5 percentage-points to 14.6 percent. As a percentage of the average of orders and revenues,
selling, general and administrative expenses increased 0.8 percentage-points to
53
($ in millions) 2012 2011 2010
Selling expenses (3,862 ) (3,533 ) (2,947 )
Selling expenses as a percentage of orders received 9.6 % 8.8 % 9.0 %
General and administrative expenses (1,894 ) (1,840 ) (1,668 )
General and administrative expenses as a percentage of revenues 4.8 % 4.8 % 5.3 %

Total selling, general and administrative expenses (5,756 ) (5,373 ) (4,615 )







Total selling, general and administrative expenses as a percentage
of revenues 14.6 % 14.1 % 14.6 %
Total selling, general and administrative expenses as a percentage
of the average of orders received and revenues 14.5 % 13.7 % 14.4 %
Table of Contents
14.5 percent as orders intake was flat. While in 2011, selling, general and administrative expenses increased, the expenses as a percentage of the
average of orders and revenues decreased 0.7 percentage-points to 13.7 percent.
Non-order related research and development expenses
In 2012, non-order related research and development expenses increased 7 percent (11 percent in local currencies), mainly due to increased
research and development activities, as well as to the incremental costs of newly-acquired companies.
In 2011, non-order related research and development expenses increased 27 percent (18 percent in local currencies), as we accelerated
efforts to keep ahead with technology advancements in order to maintain industry leadership. The increase was also due to incremental costs of
newly-acquired companies.
Non-order related research and development expenses as a percentage of revenues increased slightly to 3.7 percent in 2012, after increasing
to 3.6 percent in 2011 from 3.4 percent in 2010.
Other income (expense), net
"Other income (expense), net", typically consists of restructuring expenses, net capital gains (which include gains or losses from the sale of
businesses and gains or losses from the sale or disposal of property, plant and equipment), asset impairments, as well as our share of income or
loss from equity-accounted companies and license income.
Restructuring and related expenses are recorded in various lines within the Consolidated Income Statements, depending on the nature of the
charges. In 2012, such expenses reported in "Other income (expense), net" were $54 million, mainly related to the Power Products division's
restructuring activities in Spain, Sweden and Brazil and to restructuring in the Power Systems division. In 2011, restructuring expenses reported
in "Other income (expense), net" amounted to $26 million. The expenses were primarily related to the Low Voltage Products division's
restructuring initiatives in Germany, France and the U.S., a Power Products division's restructuring project in Spain and Discrete Automation
and Motion division's restructuring initiatives in the U.S. In 2010, restructuring expenses reported in "Other income (expense), net" were
incurred for restructuring projects across all our divisions, principally in the Process Automation, Discrete Automation and Motion, as well as
the Power Products divisions.
In 2012, "Capital gains, net" was $28 million, including $25 million net gain from the sales of land and buildings mainly in Switzerland,
Austria, the Netherlands and Sweden. In 2011, "Capital gains, net" amounted to $40 million and included a $45 million net gain from the sales
of land and buildings mainly in Venezuela, Nigeria, Sweden, Brazil and Switzerland. "Capital gains, net", in 2010, consisted mainly of
$35 million in gains on the sales of land and buildings, mainly in Sweden, Norway and Austria, as well as a $13 million gain on the sale of an
equity-accounted company in Colombia.
54
($ in millions) 2012 2011 2010
Restructuring expenses
(1)
(54 ) (26 ) (54 )
Capital gains, net 28 40 51
Asset impairments (111 ) (29 ) (57 )
Income from equity-accounted companies and other
income (expense) 37 (8 ) 46

Total (100 ) (23 ) (14 )







(1) Excluding asset impairments
Table of Contents
In 2012, "Asset impairments" totaled $111 million, which primarily consisted of $87 million impairments of investments in equity-
accounted companies. In 2011, "Asset impairments" amounted to $29 million, reflecting a total of $20 million impairments of tangible and
intangible assets related mainly to restructuring projects in various countries, and a $9 million impairment on the investment in the shares of a
listed company. "Asset impairments" in 2010, included $23 million for the impairment, prior to sale, of two equity-accounted companies in the
Ivory Coast, and other impairments of tangible and intangible assets, primarily related to Russia, Thailand, the Czech Republic and the United
States.
In 2012, "Income from equity-accounted companies and other income (expense)" amounted to $37 million, consisting mainly of the release
of a compliance-related provision in Germany and income from an insurance claim in Italy that were partially offset by a provision for certain
pension claims in the United States. "Income from equity-accounted companies and other income (expense)" in 2011 amounted to a net loss of
$8 million mainly due to charges related to the deconsolidation of a Russian subsidiary, partly offset by income from equity-accounted
companies and income from license fees. In 2010, "Income from equity-accounted companies and other income (expense)" primarily consisted
of a $22 million release of provisions and income of $13 million from a break-fee related to the bid to acquire Chloride Group PLC.
Earnings before interest and taxes
In 2012 and 2011, the EBIT changes were a result of the factors discussed above.
EBIT margins were as follows:
In 2012, EBIT margin decreased 2.0 percentage-points to 10.3 percent driven by price erosion from the execution of lower-priced projects
in the backlog, changes in the business and geographical mix, charges associated with the Power Systems strategic repositioning, charges
relating to acquisitions and certain impairments. Continued investment for long-term growth in the sales and research and development areas
further impacted EBIT in 2012. Cost savings helped to partly offset the impacts from the factors described above.
55
% Change
($ in millions) 2012 2011 2010 2012 2011
Power Products 1,328 1,476 1,636 (10 )% (10 )%
Power Systems 7 548 114 (99 )% 381 %
Discrete Automation and Motion 1,469 1,294 911 14 % 42 %
Low Voltage Products 856 904 788 (5 )% 15 %
Process Automation 912 963 759 (5 )% 27 %

Operating divisions 4,572 5,185 4,208 (12 )% 23 %
Corporate and Other (516 ) (538 ) (402 ) (4 )% (34 )%
Intersegment elimination 2 20 12

Total 4,058 4,667 3,818 (13 )% 22 %







(in %)
2012

2011

2010

Power Products 12.4 13.6 16.0
Power Systems 0.1 6.8 1.7
Discrete Automation and Motion 15.6 14.7 16.2
Low Voltage Products 12.9 17.0 17.3
Process Automation 11.2 11.6 10.2
Operating divisions 10.7 12.5 12.2
Total 10.3 12.3 12.1
Table of Contents
In 2011, EBIT margin increased 0.2 percentage-points to 12.3 percent. The increase in EBIT and EBIT margin reflects the contribution
from higher volumes including the $1,950 million of revenues from Baldor. Costs savings generated in 2011 further improved the EBIT and
EBIT margin as the amount of those savings more than offset the impact from price pressure that continued particularly in the power sector.
Profitability was affected by an unfavorable business mix, higher amortization from the intangibles from the Baldor acquisition and continued
investments in sales and research and development offset by the non-recurrence of project-related charges in 2010 in the Power Systems
division.
Net interest and other finance expense
Net interest and other finance expense consists of "Interest and dividend income" offset by "Interest and other finance expense".
"Interest and other finance expense" includes interest expense on our debt, the amortization of upfront costs associated with our credit
facility and our debt securities, commitment fees on our bank facility and exchange losses on financial items, offset by gains on marketable
securities and exchange gains on financial items.
In 2012, "Interest and dividend income" declined compared to 2011, due primarily to the impact of lower market interest rates for certain
currencies, mainly the euro.
In 2011, "Interest and dividend income" declined compared to 2010, primarily due to the lower average aggregate level of "Cash and
equivalents" and "Marketable securities and short-term investments" in 2011 compared to 2010, as the funds were used to finance the acquisition
of businesses such as Baldor (a cash outflow of $4,276 million in January 2011see "Note 3 Acquisitions and increases in controlling interests"
to our Consolidated Financial Statements).
In 2012, "Interest and other finance expense" increased compared to 2011, primarily reflecting (i) the net increase in long-term debt
including current maturities (from $3,307 million at December 31, 2011, to $8,540 million at December 31, 2012) as a result of bonds issued in
2012 (see "Liquidity and Capital Resources" for a further discussion), partially offset by (ii) the impact of a net release of provisions for
expected interest due on tax penalties, primarily due to the favorable resolution of a tax disputesee "Note 16 Taxes" to our Consolidated
Financial Statements.
In 2011, "Interest and other finance expense" increased compared to 2010, primarily reflecting (i) the increase in long-term debt including
current maturities (from $2,058 million at December 31, 2010, to $3,307 million at December 31, 2011) as a result of the bonds issued in 2011,
(ii) the increase in EUR-denominated interest rates and (iii) movements in foreign exchange rates that have resulted in higher foreign exchange
losses on financial items in 2011 than in 2010.
Provision for taxes
56
($ in millions)
2012

2011

2010

Interest and dividend income 73 90 95
Interest and other finance expense (293 ) (207 ) (173 )

Net interest and other finance expense (220 ) (117 ) (78 )







($ in millions) 2012 2011 2010
Income from continuing operations, before taxes 3,838 4,550 3,740
Provision for taxes (1,030 ) (1,244 ) (1,018 )
Effective tax rate for the year 26.8 % 27.3 % 27.2 %
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The provision for taxes in 2012 represented an effective tax rate of 26.8 percent and included:
tax credits, arising in foreign jurisdictions, for which the technical merits did not allow a benefit to be taken, and

a net increase in valuation allowance on deferred taxes of $44 million, as we determined it was not more likely than not that such
deferred tax assets would be realized. This amount included $36 million related to certain of our operations in Central Europe.
The provision for taxes in 2011 represented an effective tax rate of 27.3 percent and included:
tax credits, arising in foreign jurisdictions, for which the technical merits did not allow a benefit to be taken, and

the net reduction in valuation allowance on deferred taxes of approximately $22 million, as we determined it was more likely than
not that such deferred tax assets would be realized.
The provision for taxes in 2010 represented an effective tax rate of 27.2 percent and included:
a net increase in valuation allowance on deferred taxes of $60 million, as we determined it was no longer more likely than not that
such deferred tax assets would be realized. This amount included $44 million related to certain of our operations in Central
Europe.
Income from continuing operations, net of tax
As a result of the factors discussed above, income from continuing operations, net of tax, decreased $498 million to $2,808 million in 2012
compared to 2011, and increased $584 million to $3,306 million in 2011 compared to 2010.
Net income attributable to ABB
As a result of the factors discussed above, net income attributable to ABB decreased $464 million to $2,704 million in 2012 compared to
2011 and increased $607 million to $3,168 million in 2011 compared to 2010.
Earnings per share attributable to ABB shareholders
Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year. Diluted
earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year, assuming that all
potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise: outstanding written call options; outstanding
options and shares granted subject to certain conditions under our share-based payment arrangements. See "Note 20 Earnings per share" to our
Consolidated Financial Statements.
57
(in $)
2012

2011

2010

Income from continuing operations, net of tax:
Basic 1.18 1.38 1.12
Diluted 1.18 1.38 1.11
Net income attributable to ABB:
Basic 1.18 1.38 1.12
Diluted 1.18 1.38 1.12
Table of Contents
Divisional analysis
Power Products
The financial results of our Power Products division were as follows:
Reconciliation to Financial Statements
Orders
In 2012, order intake was maintained at the level of 2011 (increased 3 percent in local currencies) despite challenging economic and market
conditions. Order intake was driven by steady demand in the industrial and distribution sectors and selective investments in the power
transmission sector.
In 2011, orders were up 13 percent (8 percent in local currencies) driven by investments in the power distribution and industry sectors. Both
large and base orders grew during the year.
The geographic distribution of orders for our Power Products division was as follows:
58
% Change
($ in millions, except Operational EBITDA margin %) 2012 2011 2010 2012 2011
Orders 11,040 11,068 9,778 13 %
Order backlog at December 31, 8,493 8,029 7,930 6 % 1 %
Revenues 10,717 10,869 10,199 (1 )% 7 %
Operational EBITDA 1,585 1,782 1,861 (11 )% (4 )%
Operational EBITDA margin %
(1)
14.8 % 16.3 % 18.2 % n.a. n.a.
EBIT 1,328 1,476 1,636 (10 )% (10 )%
(1) Operational EBITDA margin % is calculated as Operational EBITDA divided by Operational revenues.
($ in millions) 2012 2011 2010
Operational revenues 10,702 10,901 10,202
FX/commodity timing differences on Revenues
(1)
15 (32 ) (3 )

Revenues (as per Financial Statements) 10,717 10,869 10,199

Operational EBITDA 1,585 1,782 1,861
FX/commodity timing differences on EBIT
(1)
18 (36 ) (4 )
Restructuring-related costs (65 ) (70 ) (44 )
Acquisition-related expenses and certain non-
operational items (1 )
Depreciation and amortization (209 ) (200 ) (177 )

EBIT (as per Financial Statements) 1,328 1,476 1,636
(1) For further details of FX/commodity derivative timing differences, see "Note 23 Operating segment and geographic data".
(in %)
2012

2011

2010

Europe 33 32 35
The Americas 27 26 26
Asia 29 33 29
Middle East and Africa 11 9 10







Total 100 100 100







Table of Contents
In 2012, the contribution of orders from MEA increased as a result of power transmission infrastructure orders. The share of the Americas
was driven by grid upgrades in North America and capacity-related investments in South America. Asia's share declined in comparison to 2011
which included a large order in China. Europe was steady despite continued economic challenges restraining large scale investments.
In 2011, the contribution of orders from the Americas remained at the same level, but volumes were higher than in 2010, mainly driven by
demand for distribution- and transmission-related products. Europe's share declined due to slowdown in investments as a result of the
macroeconomic situation. We saw a growth in Asia's contribution with significant large order wins in China as well as higher base orders. The
share of MEA remained around the same level as in 2010.
Order backlog
In 2012, order backlog increased 6 percent (4 percent in local currencies) compared to 2011. The increase was mainly driven by
transmission orders, which have a longer order-to-revenue conversion cycle, and steady base orders.
In 2011, order backlog increased 1 percent (4 percent in local currencies) compared to 2010. The increase in order backlog in 2011 reflects
the higher order intake from the power distribution and industry sectors as well as some significant large orders in the transmission sector.
Revenues
In 2012, revenues decreased 1 percent (increased 2 percent in local currencies) reflecting the timing of order backlog conversion and market
conditions. Revenues from distribution- and industry-related businesses were steady while the decrease in transmission-related volumes reflected
the order backlog conversion. Service revenues grew and represented an increased share of total division revenues.
In 2011, revenues grew 7 percent (2 percent in local currencies) due to higher volumes in the short- and mid-cycle business such as
medium-voltage equipment and distribution transformers. Revenues from late-cycle businesses such as large power transformers were flat partly
as a result of the lower transmission-related order backlog. Service revenues saw a double-digit growth.
The geographic distribution of revenues for our Power Products division was as follows:
In 2012, Asia increased its share of revenues reflecting the timing of order execution. The share of Europe declined due to continued
economic uncertainty and selective capital investments by customers. The Americas maintained its share of revenues due to higher demand in
the U.S.
In 2011, the regions maintained their share of total revenues. The Americas showed a small increase due to growth in the U.S. Asia's share
was slightly lower due to a lower transmission-related backlog.
59
(in %) 2012 2011 2010
Europe 32 34 34
The Americas 27 27 26
Asia 32 30 31
Middle East and Africa 9 9 9

Total 100 100 100







Table of Contents
Operational EBITDA
In 2012, Operational EBITDA and Operational EBITDA margin were lower, reflecting the execution of lower-margin order backlog as a
result of pricing pressure. Cost saving initiatives helped to partially reduce the impact.
In 2011, Operational EBITDA and Operational EBITDA margin were lower primarily due to the execution of lower margin orders from the
backlog, reflecting the continued pricing pressure in an extremely competitive market across all businesses. However, cost savings partly
mitigated this price impact.
EBIT
In 2012, EBIT was lower than 2011, primarily due to the explanations in the "Operational EBITDA" section above. In part this was offset
by lower restructuring-related charges and a positive effect from FX/commodity derivatives timing differences.
In 2011, EBIT was lower than 2010. In addition to the effects described in the "Operational EBITDA" section, EBIT was lower as a result
of higher restructuring-related charges, depreciation and amortization and a negative effect from FX/commodity derivatives timing differences.
Fiscal year 2013 outlook
The overall investment climate remains cautious with several major geographical areas still experiencing economic challenges. Emerging
markets are still growing, although at a slower pace. The outlook for China continues to be somewhat uncertain with some optimistic signs
emerging. Industrial investment remains largely focused in sectors like oil and gas and mining. The power transmission utility sector is still
seeing selective project investments while distribution demand seems to be leveling out in some regions driven by a deceleration in electricity
consumption growth rates. Based on the current level of demand and the overall capacity situation in the transmission sector, pricing pressure
persists, but is higher in some markets and leveling out in others.
Power Systems
The financial results of our Power Systems division were as follows:
60
% Change
($ in millions, except Operational EBITDA margin %) 2012 2011 2010 2012 2011
Orders 7,973 9,278 7,896 (14 )% 18 %
Order backlog at December 31, 12,107 11,570 10,929 5 % 6 %
Revenues 7,852 8,101 6,786 (3 )% 19 %
Operational EBITDA 290 743 304 (61 )% 144 %
Operational EBITDA margin %
(1)
3.7 % 9.1 % 4.5 % n.a. n.a.
EBIT 7 548 114 (99 )% 381 %
(1) Operational EBITDA margin % is calculated as Operational EBITDA divided by Operational revenues.
Table of Contents
Reconciliation to Financial Statements
Orders
Order intake in 2012 decreased 14 percent (10 percent in local currencies) mainly due to a lower volume of large orders compared with
2011, which had included a $1 billion offshore wind farm order in Germany and an Ultrahigh Voltage Direct Current (UHVDC) power
transmission order in India of around $900 million. The level of base orders was slightly lower than 2011, with decreases in all businesses except
Network Management where software orders increased. Power infrastructure spending was restrained due to economic uncertainties, especially
in some mature economies with high debt levels. Transmission utilities continue to invest selectively, with emerging markets focusing on
capacity addition and mature markets mainly on grid upgrades. Large orders secured in 2012 included a $260 million converter station upgrade
from the U.S. to improve power reliability in Oregon, a $170 million contract for a power link between an oil and gas field in the North Sea and
the Norwegian grid, and multiple power infrastructure-related orders in Saudi Arabia and Iraq with a combined value of around $700 million.
Continued pricing pressure in some of our key geographical markets negatively impacted the order intake in 2012 as in 2011. Mincom (an
Australia-based software company specializing in solutions for mining and other asset-intensive industries, acquired in the third quarter of 2011)
contributed $137 million to orders in 2012, compared with $47 million in 2011. There was marginal order contribution in 2012 from Tropos
Networks Inc. (a U.S.-based company offering wireless mesh communication technology solutions) acquired in the third quarter of 2012.
Order intake in 2011 increased 18 percent (12 percent in local currencies) with growth in both large and base orders. Customers in emerging
countries continued to invest in infrastructure development and new capacity, while mature markets focused on grid upgrades and the integration
of renewable energy sources. Demand for power solutions to support industrial growth and distribution networks also contributed to the growth.
Large orders secured in 2011 included a HVDC Light transmission link to connect offshore North Sea wind farms to the German mainland
grid with a value of approximately $1 billion, and another HVDC Light power transmission link between Norway and Denmark, with a value
of approximately $180 million. Large orders in 2011 also included an UHVDC transmission order from India to supply hydropower across 1,700
kilometers, with a value of around $900 million.
61
($ in millions) 2012 2011 2010
Operational revenues 7,812 8,128 6,783
FX/commodity timing differences on Revenues
(1)
40 (27 ) 3

Revenues (as per Financial Statements) 7,852 8,101 6,786

Operational EBITDA 290 743 304
FX/commodity timing differences on EBIT
(1)
13 3 (58 )
Restructuring-related costs (52 ) (54 ) (48 )
Acquisition-related expenses and certain non-
operational items (70 )
Depreciation and amortization (174 ) (144 ) (84 )

EBIT (as per Financial Statements) 7 548 114
(1) For further details of FX/commodity derivative timing differences, see "Note 23 Operating segment and geographic data".
Table of Contents
The geographic distribution of orders for our Power Systems division was as follows:
In 2012, the Americas was the largest region in terms of order intake, attributable to strong order growth in the U.S., Canada and Brazil.
The order share of Europe decreased in 2012 compared with 2011, reflecting the $1 billion order in Germany booked in 2011. Growth in the
MEA region was mainly driven by large orders in Saudi Arabia and Iraq. Asia's share of orders in 2012 was lower than in the previous year,
mainly due to a lower level of large orders from India, where the $900 million order was booked in 2011.
In 2011, Europe was the largest region in terms of order intake. As in 2010, the strong political commitment in Europe to increase the share
of renewables in the energy mix contributed to order growth. We saw a substantial growth in orders from Asia in 2011, mainly on the timing of
large order awards from India. The share of orders from the Americas increased in 2011, driven by the United States, Canada and Brazil. The
2011 order share from the MEA region decreased in 2011, due to the timing of large order awards, combined with increased competitiveness and
pricing pressure.
Order backlog
Order backlog at December 31, 2012, reached a record level of $12,107 million, corresponding to an increase of 5 percent (2 percent in
local currencies) compared with 2011.
Order backlog at December 31, 2011, increased 6 percent (11 percent in local currencies) to $11,570 million. Whereas the share of large
orders in our order backlog remained fairly consistent, we had an increased proportion of large projects with more than 2 years execution time in
the mix.
Revenues
Revenues in 2012 decreased 3 percent (increased 2 percent in local currencies), mainly reflecting the scheduled execution of our order
backlog. Lower revenues in the Power Generation business could not be fully offset by revenue growth in our Network Management business.
Revenues in Grid Systems and Substations were marginally down in U.S. dollar terms, but showed a small increase in local currencies. Revenues
in 2012 included $138 million from Mincom.
Revenues in 2011 increased 19 percent (14 percent in local currencies). Among our businesses, the revenue growth was led by Grid
Systems, reflecting the strong order backlog at the beginning of the year. Revenue growth in Power Generation resulted from a substantial order
backlog and a higher book and bill ratio in 2011 than in 2010 (orders that can be converted to revenues within the same calendar year). A
revenue increase in Network Management was helped by the software businesses acquired in 2011 and 2010. Revenues in 2011 included
$47 million from Mincom since the date of acquisition.
62
(in %) 2012 2011 2010
Europe 30 40 47
The Americas 31 17 14
Asia 18 27 15
Middle East and Africa 21 16 24

Total 100 100 100







Table of Contents
The geographic distribution of revenues for the Power Systems division was as follows:
The regional distribution of revenues reflects the geographical end-user markets of the projects we are executing, and consequently varies
with time. In 2012, Europe remained the largest region in terms of revenues, partly reflecting the execution of offshore wind projects. The share
of revenues from MEA was stable, despite a minor revenue decline in the region compared to 2011, caused by a revenue decrease in the United
Arab Emirates and Qatar which could only partly be compensated by growth in Saudi Arabia and Iraq. Revenues grew in Asia, mainly driven by
Australia, while the Americas saw a drop due to the timing of execution of some projects in Brazil.
In 2011, the share of revenues from Europe, the largest region for the division, increased. Revenues from MEA, the second largest region,
were lower, reflecting scheduled project execution. Revenues grew in the Americas, mainly driven by Brazil, while the revenue growth from
Asia was led by Australia and India.
Operational EBITDA
In 2012, Operational EBITDA decreased 61 percent (57 percent in local currencies), mainly due to the execution of lower margin projects
from the order backlog, as well as a charge of approximately $250 million relating to a repositioning of the Power Systems division (announced
in December 2012) to secure higher and more consistent future profitability. An increase in sales expenses as well as research and development
spending related mainly to the acquisitions of Mincom and Tropos Networks Inc. In addition to the impact from acquisitions, sales expenses
were also affected by increased tender activity. General and administrative expenses in 2012 remained approximately on the same level as in
2011. The impact from lower prices on past orders, now flowing through to revenues, were mitigated by cost savings from supply chain
management and operational excellence activities.
In 2011, Operational EBITDA increased 144 percent (132 percent in local currencies). The higher Operational EBITDA and Operational
EBITDA margin in 2011 was mainly the result of higher revenues, the non-recurrence of project-related charges in the cables business, as well
as successful claims management. Sales expenses, as well as general and administrative expenses increased mainly following the acquisitions of
Ventyx and Mincom. The increase in sales expenses also reflected higher doubtful debt provisions than in 2010. Higher research and
development spending, as well as the impact from lower prices on past orders now flowing through to revenues, were largely offset by cost
savings.
EBIT
In 2012, EBIT decreased to $7 million. In addition to the impacts disclosed in the "Operational EBITDA" section, EBIT was negatively
impacted by further charges of approximately $100 million (presented in the reconciliation table above as restructuring-related costs, and
acquisition-related expenses and certain operational items) related to the repositioning of the Power Systems division. These charges related to
certain impairments and the closure of low value-adding contracting operations in a number of countries. Overall, restructuring-related expenses
in 2012 were marginally lower than the $54 million in 2011. EBIT was also impacted by higher depreciation and amortization
63
(in %) 2012 2011 2010
Europe 40 40 34
The Americas 19 20 21
Asia 19 18 17
Middle East and Africa 22 22 28

Total 100 100 100







Table of Contents
expenses of $174 million in 2012, compared to $144 million in 2011, mainly resulting from the Mincom acquisition. There was a small positive
impact related to FX/commodity derivative timing differences of $13 million in 2012 compared to $3 million in 2011.
In 2011, EBIT increased to $548 million. In addition to the impacts disclosed in the "Operational EBITDA" section, EBIT was impacted by
higher depreciation and amortization expenses of $144 million in 2011, compared to $84 million in 2010, mainly resulting from the Ventyx and
Mincom acquisitions. This negative impact was offset by a positive contribution from FX/commodity derivative timing differences of $3 million
in 2011 compared to a negative impact of $58 million in 2010. Restructuring-related expenses were $54 million in 2011 compared to $48 million
in 2010.
Fiscal year 2013 outlook
Fundamental market drivers for the Power Systems division remain intact; these include power infrastructure investments in emerging
markets to add capacity, aging infrastructure upgrades in mature markets, a focus on renewables, energy efficiency, and the development of
more reliable, flexible and smarter grids. There is, however, uncertainty in terms of timing of investments, stemming from continued
macroeconomic challenges in several economies, as well as execution risks surrounding the repositioning of the division.
Discrete Automation and Motion
The financial results of our Discrete Automation and Motion division were as follows:
Reconciliation to Financial Statements
64
% Change
($ in millions, except Operational EBITDA margin %) 2012 2011 2010 2012 2011
Orders 9,625 9,566 5,862 1 % 63 %
Order backlog at December 31, 4,426 4,120 3,350 7 % 23 %
Revenues 9,405 8,806 5,617 7 % 57 %
Operational EBITDA 1,735 1,664 1,026 4 % 62 %
Operational EBITDA margin %
(1)
18.4 % 18.9 % 18.3 % n.a. n.a.
EBIT 1,469 1,294 911 14 % 42 %
(1) Operational EBITDA margin % is calculated as Operational EBITDA divided by Operational revenues.
($ in millions) 2012 2011 2010
Operational revenues 9,405 8,817 5,613
FX/commodity timing differences on Revenues
(1)
(11 ) 4







Revenues (as per Financial Statements) 9,405 8,806 5,617

Operational EBITDA 1,735 1,664 1,026
FX/commodity timing differences on EBIT
(1)
1 (19 ) (2 )
Restructuring-related costs 4 (10 ) (35 )
Acquisition-related expenses and certain non-
operational items (8 ) (90 )
Depreciation and amortization (263 ) (251 ) (78 )

EBIT (as per Financial Statements) 1,469 1,294 911
(1) For further details of FX/commodity derivative timing differences, see "Note 23 Operating segment and geographic data".
Table of Contents
Orders
In 2012, orders were flat due to slower industrial growth globally in a more challenging macroeconomic environment. Lower demand from
the renewable energy sector was offset by increased volumes from large orders in other sectors. The highest growth was achieved in the Robotics
business due to several larger automotive orders. Our Motors and Generators business as well as our Power Electronics and Medium Voltage
Drives business recorded single-digit growth, while orders in our Low Voltage Drives business were lower as a result of weaker demand in
renewables.
In 2011, orders increased 63 percent (57 percent in local currencies) reflecting both increased demand for energy-efficient automation
solutions, as well as the contribution from the U.S.-based industrial motor manufacturer Baldor, acquired in January 2011 (approximately half of
the division's order growth related to Baldor). The highest order growth was achieved in Motors and Generators due to the Baldor integration
while Robotics orders increased due to improving demand in automotive and general industry sectors.
The geographic distribution of orders for our Discrete Automation and Motion division was as follows:
In 2012, the share of orders in the Americas increased due to double-digit growth in South America, as well as due to single-digit growth in
North America. The share of orders in Europe was unchanged compared to 2011, as double-digit growth in the U.K. and Finland was offset by a
decline in Germany and Spain. The share in Asia declined due to slower industrial growth and the weakening of the renewable energy business.
Orders from MEA showed double-digit growth while its share of total orders remained at the same level, compared to 2011, as orders in other
regions also increased.
All regions increased orders in 2011, with the highest growth in the Americas due to Baldor. With Baldor's substantial presence in the U.S.,
the Americas' share of the division's total orders doubled in 2011, compared to 2010, and therefore all other regions' shares declined, resulting in
a more balanced global presence with three equally strong regionsEurope, the Americas and Asia.
Order backlog
Order backlog in 2012 grew 7 percent (6 percent in local currencies) as the order intake from large orders increased in our Robotics and
Motors and Generators businesses, which have a longer execution time. The backlog for the Power Electronics and Medium Voltage Drives
business was 3 percent higher, compared to 2011.
Order backlog in 2011 increased as orders were higher than revenues during the year. The highest increase came from the Robotics
business, due to the high level of orders to be delivered in 2012 or later.
Revenues
In 2012, revenues grew due to higher execution from the backlog in the Robotics business as well as in the Power Electronics and Medium
Voltage Drives business. Motors and Generators business
65
(in %)
2012

2011

2010

Europe 37 37 46
The Americas 34 32 16
Asia 26 28 34
Middle East and Africa 3 3 4

Total 100 100 100







Table of Contents
reported single-digit growth in revenues compared to 2011, while revenues in the Low Voltage Drives business were lower, as orders declined
due to weakening market demand.
Revenues in 2011 increased at a similar pace to orders, on the solid execution of the strong order backlog and due to the Baldor acquisition
(which accounted for approximately 60 percent of the division's revenue growth). The highest growth was achieved in Motors and Generators
business, due to Baldor, and the Robotics business as a result of the strong order growth.
The geographic distribution of revenues for our Discrete Automation and Motion division was as follows:
In 2012, the share of revenues from the Americas increased due to higher orders. Revenues in Europe grew due to the solid execution of the
order backlog but Europe's share was lower as revenues in the other regions grew faster. Asia achieved single-digit revenue growth but its share
remained at the same level as 2011, as the revenues in other regions grew faster.
The geographic distribution of revenues changed substantially in 2011 with the integration of Baldor causing the share of the Americas to
more than double compared to 2010. All regions increased revenues on higher orders as demand increased in most markets.
Operational EBITDA
In 2012, Operational EBITDA increased 4 percent while the Operational EBITDA margin was 18.4 percent compared to 18.9 percent in
2011. The improved Operational EBITDA was due to higher revenues. The margin was slightly lower mainly due to changes in the business mix
as the share of high-margin businesses such as Low Voltage Drives was lower than in 2011. All businesses, except Low Voltage Drives,
increased their Operational EBITDA, with the highest increase in the Robotics business. Revenue growth supported an increase in Operational
EBITDA in the Motors and Generators business while the Power Electronics and Medium Voltage Drives business benefited from solid
execution of the order backlog. Operational EBITDA in the Low Voltage Drives business was lower than in 2011, due to a decline in revenues
caused by the weakening market conditions, as well as higher sales expenses and research and development spending.
In 2011, Operational EBITDA increased 62 percent (54 percent in local currencies) while the Operational EBITDA margin of 18.9 percent
increased compared to 18.3 percent in 2010. The increase is based on a combination of higher revenues and the positive contribution from
Baldor (approximately 23 percent of the division's Operational EBITDA). All businesses, except Power Electronics and Medium Voltage Drives,
improved, with the largest increase in the Robotics business due to the continued turnaround from the low level of 2009. The Motors and
Generators business benefited from the Baldor integration, while higher revenues in the Low Voltage Drives business further increased
Operational EBITDA.
EBIT
In 2012, EBIT grew 14 percent compared to 2011. Acquisition-related expenses and certain non-operational items were mainly transaction
costs relating to the acquisition of Newave in
66
(in %) 2012 2011 2010
Europe 37 38 48
The Americas 33 32 14
Asia 27 27 34
Middle East and Africa 3 3 4

Total 100 100 100







Table of Contents
Switzerland. Such acquisition-related expenses were substantially lower than in 2011, which included expenses related to the acquisition of
Baldor. Depreciation and amortization increased mainly due to the acquisition of Newave.
In 2011, the difference between Operational EBITDA and EBIT was substantially higher than in 2010 due to acquisition-related expenses
and certain non-operational items related to the acquisition of Baldor. These costs primarily included additional cost of sales resulting from the
fair value adjustments of acquired inventories and transaction costs. Depreciation and amortization was substantially higher in 2011, compared
to 2010, impacted by the acquisition of Baldor.
Fiscal year 2013 outlook
The uncertainty around the short-term prospects for Western Europe, the U.S. and China, which has influenced the short-cycle business
growth in the latter part of 2012, is also likely to impact demand during 2013. We expect most markets to continue on lower growth rates in
2013. Despite this, we expect growth in orders and revenues, especially in emerging markets in Asia and South America. Furthermore, the need
for improved energy efficiency and productivity in a wide range of industries will support the demand for automation solutions and energy-
efficient products provided by the Discrete Automation and Motion division.
Low Voltage Products
The financial results of our Low Voltage Products division were as follows:
Reconciliation to Financial Statements
67
% Change
($ in millions, except Operational EBITDA margin %) 2012 2011 2010 2012 2011
Orders 6,720 5,364 4,686 25 % 14 %
Order backlog at December 31, 1,117 887 838 26 % 6 %
Revenues 6,638 5,304 4,554 25 % 16 %
Operational EBITDA 1,219 1,059 926 15 % 14 %
Operational EBITDA margin %
(1)
18.4 % 19.9 % 20.3 % n.a. n.a.
EBIT 856 904 788 (5 )% 15 %
(1) Operational EBITDA margin % is calculated as Operational EBITDA divided by Operational revenues.
($ in millions) 2012 2011 2010
Operational revenues 6,626 5,315 4,554
FX/commodity timing differences on Revenues
(1)
12 (11 )







Revenues (as per Financial Statements) 6,638 5,304 4,554

Operational EBITDA 1,219 1,059 926
FX/commodity timing differences on EBIT
(1)
16 (19 ) 3
Restructuring-related costs (23 ) (20 ) (36 )
Acquisition-related expenses and certain non-
operational items (106 )
Depreciation and amortization (250 ) (116 ) (105 )

EBIT (as per Financial Statements) 856 904 788
(1) For further details of FX/commodity derivative timing differences, see "Note 23 Operating segment and geographic data".
Table of Contents
Orders
Orders increased 25 percent (29 percent in local currencies) in 2012 and increased 14 percent (9 percent in local currencies) in 2011.
Order growth in 2012 was driven by the contribution from Thomas & Betts, which was acquired in May 2012. Excluding Thomas & Betts,
orders decreased 4 percent (flat in local currencies). There was moderate growth in the systems business, while the product businesses decreased.
The order growth in 2011 was driven by demand from both the industrial and construction markets. Order growth was recorded across most
product businesses, with a strong recovery in the systems business as market conditions improved. The renewables sector (mainly solar and
wind) weakened as governmental subsidies expired in several countries reducing the demand for such investments.
The geographic distribution of orders for our Low Voltage Products division was as follows:
In 2012, orders in North America increased significantly due to Thomas & Betts, resulting in a more balanced geographic distribution of
orders worldwide. Excluding Thomas & Betts, orders increased in Northern Europe and South Asia, but at the same time the division faced
weaker demand in industrial and construction sectors in several of ABB's largest markets, such as Central and Southern Europe.
In 2011, orders continued to grow across all regions in absolute terms. The share of orders from Asia continued to grow, driven by product
demand in China and strong growth in the systems business in South Asia. The Americas' share of orders remained fairly stable, with growth in
South America, and despite difficult market conditions in the United States. Although its share of orders decreased, Europe remains the largest
region in absolute terms.
Order backlog
Excluding Thomas & Betts, order backlog increased 5 percent (4 percent in local currencies) in 2012. The higher backlog was driven by
both product and systems businesses.
In 2011, order backlog, compared to 2010, increased 6 percent (9 percent in local currencies). The higher backlog was mainly driven by a
strong market recovery in the systems business.
Revenues
In 2012, revenues increased by 25 percent (29 percent in local currencies). Excluding Thomas & Betts, revenues decreased 4 percent (flat in
local currencies), as lower revenues from the product businesses were not fully offset by increased systems business revenues.
In 2011, revenues increased 16 percent (11 percent in local currencies) due to the fast conversion cycle of the high orders received in the
product business and due to the conversion of the stronger opening backlog in the Low Voltage Systems business.
68
(in %)
2012

2011

2010

Europe 43 55 56
The Americas 26 9 9
Asia 24 28 26
Middle East and Africa 7 8 9







Total 100 100 100







Table of Contents
The geographic distribution of revenues for our Low Voltage Products division was as follows:
In 2012, the share of revenues from the Americas increased significantly due to Thomas & Betts. Excluding Thomas & Betts, the
geographical distribution of revenue reflects the weaker demand in certain key markets, such as Central and Southern Europe.
In 2011, the geographic distribution of revenues followed a similar trend to orders. The share of revenues from Asia continued to increase
as a result of our global footprint shift to sourcing and producing locally in the emerging markets, thereby maintaining our competitiveness and
ensuring shorter delivery times. Revenues in all regions grew compared to the previous year. Europe remained the largest region, despite
economic downturn in several European countries.
Operational EBITDA
In 2012, Operational EBITDA increased 15 percent (18 percent in local currencies), primarily due to the contribution from Thomas & Betts.
Excluding Thomas & Betts, Operational EBITDA declined 11 percent (7 percent in local currencies) due to an increased proportion of revenues
from the lower margin system business, and lower volumes in certain key markets.
In 2011, Operational EBITDA increased 14 percent (8 percent in local currencies). Higher revenues and price increases offset the negative
impact from commodity price increases, the change in product mix and additional research and development investments. The higher share of
systems revenues (which have lower margins) during the year resulted in a declining Operational EBITDA margin.
EBIT
In 2012, EBIT decreased 5 percent (2 percent in local currencies). Acquisition-related expenses and certain non-operational items (which
included mainly certain employee-related expenses and transaction costs) related to Thomas & Betts negatively impacted EBIT. Depreciation
and amortization expense was substantially higher in 2012, compared to 2011, due to Thomas & Betts.
In 2011, EBIT increased 15 percent (8 percent in local currencies), which was mainly driven by a revenues increase of about the same
magnitude.
Fiscal year 2013 outlook
The outlook for 2013 continues to be uncertain, depending on the market. Despite an improvement in Asia, it is unclear how sustainable the
current order rates will be in 2013. Certain key markets in Europe remain challenging, especially the Mediterranean countries.
69
(in %) 2012 2011 2010
Europe 43 56 57
The Americas 26 9 9
Asia 24 28 26
Middle East and Africa 7 7 8

Total 100 100 100







Table of Contents
Process Automation
The financial results of our Process Automation division were as follows:
Reconciliation to Financial Statements
Orders
Despite economic uncertainty across many parts of the world, orders in 2012 reached the same level as 2011 (increased 4 percent in local
currencies) driven by key markets in marine, mining, and oil and gas. The Pulp and Paper, and Metals businesses were weaker however,
especially in Europe, China and India. Certain short-cycle product businesses, such as Measurement Products, also recorded lower volumes in
the second half of the year.
Orders in 2011 grew 18 percent, led by Oil and Gas, Marine, Metals, and Pulp and Paper businesses. Large orders were strong, mainly in
the Marine, and Oil and Gas businesses, where major automation and offshore projects were recorded, while base orders also grew. Product
orders were also strong, led by our Measurement Products business. Life-cycle services grew strongly, driven by several small- and medium-
sized upgrade projects.
The geographic distribution of orders for our Process Automation division was as follows:
70

% Change

($ in millions, except Operational EBITDA margin %)
2012

2011

2010

2012

2011

Orders 8,704 8,726 7,383 18 %
Order backlog at December 31, 6,416 5,771 5,530 11 % 4 %
Revenues 8,156 8,300 7,432 (2 )% 12 %
Operational EBITDA 1,003 1,028 925 (2 )% 11 %
Operational EBITDA margin %
(1)
12.3 % 12.4 % 12.5 % n.a n.a.
EBIT 912 963 759 (5 )% 27 %
(1) Operational EBITDA margin % is calculated as Operational EBITDA divided by Operational revenues.
($ in millions) 2012 2011 2010
Operational revenues 8,134 8,318 7,427
FX/commodity timing differences on Revenues
(1)
22 (18 ) 5

Revenues (as per Financial Statements) 8,156 8,300 7,432

Operational EBITDA 1,003 1,028 925
FX/commodity timing differences on EBIT
(1)
21 26 (46 )
Restructuring-related costs (28 ) (8 ) (44 )
Acquisition-related expenses and certain non-
operational items (2 )
Depreciation and amortization (82 ) (83 ) (76 )







EBIT (as per Financial Statements) 912 963 759
(1) For further details of FX/commodity derivative timing differences, see "Note 23 Operating segment and geographic data".
(in %) 2012 2011 2010
Europe 37 39 39
The Americas 25 23 22
Asia 27 30 29
Middle East and Africa 11 8 10







Total 100 100 100







Table of Contents
From a regional demand perspective, growth in 2012 was driven by MEA and the Americas, while Europe retained its high share of total
orders. Growth in MEA was driven by several oil and gas investments across the region, as well as harbor cranes investments in the United Arab
Emirates and a mining investment in Mozambique. In the Americas, South America recorded the strongest growth, driven by several mining
investments in Chile and Peru, as well as a large marine order in Brazil. North America also continued to be strong, largely driven by mining
investments in Canada. Growth in Europe was overall low, as growth in Central Europe, driven by the marine and cranes sector, was offset by
declines in Northern Europe. Asia recorded lower orders as the historically high activity level in the South Korean marine sector in 2011 was not
repeated, while China grew moderately.
In 2011, from a regional demand perspective, Asia and the Americas recorded strong growth. In Asia the growth was led by large projects
in South Korea in the shipbuilding sector, and investments in the metals industry in China. In the Americas several large projects in oil and gas,
minerals, and pulp and paper sectors were recorded in South America, while growth in the U.S. was driven by our products and services
business. Orders in Europe were also at a high level, driven by oil and gas investment in an offshore gas platform for Statoil in Norway. In MEA,
orders were lower as fewer large projects were recorded.
Order backlog
Order backlog at December 31, 2012, was 11 percent higher (8 percent in local currencies) than 2011. Order backlog growth was largely
driven by our Marine, Mining, and Oil, Gas and Petrochemical businesses.
Order backlog at December 31, 2011, increased 4 percent (8 percent in local currencies) compared to 2010. Order backlog growth was
primarily driven by our Marine, and Pulp and Paper businesses.
Revenues
In 2012, revenues were down 2 percent (up 2 percent in local currencies) compared to 2011. We continued to execute from a strong order
backlog. Revenue growth was led by the systems business, where our Marine, and Pulp and Paper businesses recorded strong growth, while
Metals and Minerals businesses were lower. Our Oil and Gas business was flat. Product businesses grew moderately, where growth in our
Measurement Products business was offset by a decline in our Turbo Products business. Life-cycle services continued to be strong and recorded
a moderate growth, while our Full Service business was down, as we continued to refocus our portfolio towards higher value-added activities.
In 2011, revenues increased, driven by our products and services businesses. Life-cycle services recorded strong growth. Systems revenues
were also higher, driven by our Oil and Gas, Pulp and Paper, and Metals and Minerals businesses, while revenues in our Marine business were
lower as a result of lower backlog to execute.
The geographic distribution of revenues for our Process Automation division was as follows:
In 2012, revenue growth was led by Asia and the Americas. In Asia, strong growth was recorded in South Korea, driven by the Marine
business, as well as growth in Singapore and Australia. China and India however declined. In the Americas, revenue growth was driven by the
mining sector in Chile, as
71
(in %) 2012 2011 2010
Europe 37 39 39
The Americas 23 22 19
Asia 30 27 27
Middle East and Africa 10 12 15

Total 100 100 100







Table of Contents
well as the oil and gas sector in Canada. Europe's share of revenues decreased, although still at high levels, as growth in the Oil and Gas, and
Marine businesses in Northern Europe was offset by lower growth in Central Europe.
In 2011, revenues increased across all regions, with the exception of MEA. Revenue growth was strongest in the Americas driven by the
U.S., Canada and Brazil. Europe remained at a high level, while in Asia high growth in several economies was partly offset by lower revenues in
South Korea, due to the lower opening order backlog to execute. MEA declined as revenues in Congo and Algeria were lower than in the prior
year.
Operational EBITDA
In 2012, Operational EBITDA and operational EBITDA margin declined slightly. The biggest driver of the decline was lower profitability
in the Turbocharging business which was impacted by difficult market conditions. In the systems business, the margin was on the same level as
in 2011, while in the services business, life-cycle services continued to be strong and improved their margin.
In 2011, Operational EBITDA was higher compared to 2010, as a result of higher revenues, while Operational EBITDA margin remained
flat. The margin was stronger in products, led by Measurement Products, and life-cycle services, while it was slightly lower in our systems
business.
EBIT
In 2012, EBIT and EBIT margin declined compared to the previous year. The biggest driver for the decline was lower profitability in the
Turbocharging business which was impacted by tough market conditions, as well as additional restructuring expenses to further align our
business structure to prevailing market conditions. Most of the restructuring expenses were recorded in the Turbocharging and Full Service
businesses, as well as Metals, and Pulp and Paper businesses.
In 2011, EBIT and EBIT margin improved significantly, partly due to operational improvements in our products business, particularly
Measurement Products, as well as a favorable currency impact compared to the previous year. Restructuring expenses were also lower.
Fiscal year 2013 outlook
We expect 2013 to be a challenging year. Activity is still quite strong in the key Oil and Gas, Mining and Marine businesses, however some
investment decisions and tender awards are being delayed by customers. The Pulp and Paper, and Metals businesses continue to be weak,
especially in Europe, China and India. Some of our short-cycle product businesses are experiencing lower volumes in recent quarters which can
potentially indicate further weakening in market demand.
Corporate and Other
EBIT for Corporate and Other was as follows:
72
($ in millions) 2012 2011 2010
Corporate headquarters and stewardship (323 ) (331 ) (284 )
Corporate research and development (192 ) (202 ) (120 )
Corporate real estate 50 56 48
Equity investments (11 )
Other (49 ) (41 ) (23 )

Total Corporate and Other (514 ) (518 ) (390 )







Table of Contents
In 2012, corporate headquarters and stewardship costs decreased $8 million, mainly resulting from the release of compliance-related
provisions, partially offset by a provision for certain pension claims in the U.S. In 2011, Corporate headquarters and stewardship costs increased
driven by charges related to the deconsolidation of a Russian subsidiary and the sale of another subsidiary in Russia, certain expenses in the
countries and higher spending to strengthen corporate functional areas as business volumes increased.
Corporate research and development costs decreased $10 million in 2012, as the amount spent on the special growth fund was lower in
2012 than in 2011, when corporate research and development costs increased $82 million mainly due to the establishment of the growth fund to
finance the acceleration of the research and development programs.
Corporate real estate consists primarily of rental income and gains from the sale of real estate properties. In 2012, Corporate real estate
reported $50 million EBIT including gains of $26 million from the sales of real estate properties mainly in Switzerland, Austria, Sweden and the
Netherlands. In 2011, the Corporate real estate result included $37 million gains from the sale of real estate properties mainly in Venezuela,
Sweden, Brazil and Switzerland. In 2010, Corporate real estate reported gains of $33 million from the sale of land and buildings, mainly in
Sweden, Norway, Austria and Venezuela.
In 2012, EBIT from "Other" was primarily related to charges from the impairments of investments in technology ventures, the closure of
business lines in certain countries and operational costs of our Global Treasury Operations. In 2011, EBIT from "Other" consists mainly of
operational costs of our Global Treasury Operations, losses from the non-core distributed energy business in the U.K. and an impairment of our
investment in the shares of a listed company. EBIT from "Other", in 2010, included operational costs of our Global Treasury Operations and
losses from our distributed energy business in the U.K.
Restructuring
Cost savings initiative
In 2012, we continued cost saving measures to sustainably reduce ABB's costs and protect our profitability. Costs associated with these
measures amounted to $180 million and $164 million in 2012 and 2011, respectively. For further details of these cost saving measures and our
cost take-out program (which was substantially completed in 2010) see "Note 22 Restructuring and related expenses" to our Consolidated
Financial Statements.
In both 2012 and 2011, estimated cost savings initiatives amounted to around $1.1 billion. These savings were achieved by optimizing
global sourcing (excluding changes in commodity prices), through reductions to general and administrative expenses, as well as adjustments to
our global manufacturing and engineering footprint.

LIQUIDITY AND CAPITAL RESOURCES
Principal sources of funding
In 2012, 2011 and 2010, we met our liquidity needs principally using cash from operations, proceeds from the issuance of debt instruments
(bonds and commercial paper), short-term bank borrowings and the proceeds from sales of marketable securities.
During 2012, 2011 and 2010, our financial position was strengthened by the positive cash flow from operating activities of $3,779 million,
$3,612 million and $4,197 million, respectively.
73
Table of Contents
Our net (debt) cash is shown in the table below:
Despite the cash generated by operations during 2012 of $3,779 million, the net cash position at December 31, 2011, had become a net debt
position at December 31, 2012, primarily due to the cash outflow for the acquisition of businesses ($3,694 million), purchases of property, plant
and equipment, including intangible assets, ($1,293 million) and the payment of dividends ($1,626 million) during 2012. See "Financial
Position", "Net cash used in investing activities" and "Net cash used in financing activities" for further details.
Our Group Treasury Operations is responsible for providing a range of treasury management services to our group companies, including
investing cash in excess of current business requirements. At December 31, 2012 and 2011, the proportion of our aggregate "Cash and
equivalents" and "Marketable securities and short-term investments" managed by our Group Treasury Operations amounted to approximately
65 percent and 60 percent, respectively.
Throughout 2012 and 2011, the investment strategy for cash (in excess of current business requirements) has been to predominantly invest
in short-term time deposits with maturities of less than 3 months, supplemented at times by investments in corporate commercial paper, AAA-
rated money market liquidity funds and U.S. government securities. Since late summer 2011, as credit risk concerns in the eurozone economic
area increased, we diversified out of eurozone bank exposures. As the crisis deepened and uncertainty grew, we restricted the counterparties with
whom we were prepared to place cash, such that we reduced our deposits with banks in the eurozone. During 2012, these restrictions have
continued. We actively monitor credit risk in our investment portfolio and hedging activities. Credit risk exposures are controlled in accordance
with policies approved by our senior management to identify, measure, monitor and control credit risks. We closely monitor developments in the
credit markets and make appropriate changes to our investment policy as deemed necessary. The rating criteria we require for our counterparts
have remained unchanged during 2012 (compared to 2011) as followsa minimum rating of A/A2 for our banking counterparts, while the
minimum required rating for investments in short-term corporate paper is A-1/P-1. In addition to rating criteria, we have specific investment
parameters and approved instruments as well as restricting the types of investments we make. These parameters are closely monitored on an
ongoing basis and amended as we consider necessary.
We believe the cash flows generated from our business, supplemented, when necessary, through access to the capital markets (including
short-term commercial paper) and our credit facilities are sufficient to support business operations, capital expenditures, business acquisitions,
the payment of dividends to shareholders and contributions to pension plans. Due to the nature of our operations, our cash flow from operations
generally tends to be weaker in the first half of the year than in the second half of the year. Consequently, we believe that our ability to obtain
funding from these sources will continue to provide the cash flows necessary to satisfy our working capital and capital expenditure requirements,
as well as meet our debt repayments and other financial commitments for the next 12 months. See "Disclosures about contractual obligations and
commitments".
74

December 31,

($ in millions)
2012

2011

Cash and equivalents 6,875 4,819
Marketable securities and short-term investments 1,606 948
Short-term debt and current maturities of long-term debt (2,537 ) (765 )
Long-term debt (7,534 ) (3,231 )





Net (debt) cash (defined as the sum of the above lines) (1,590 ) 1,771





Table of Contents
Debt and interest rates
Total outstanding debt was as follows:
The increase in short-term debt in 2012 was primarily due to the reclassification to short-term debt of our EUR 700 million 4.625%
Instruments due 2013 and the increase in issued commercial paper ($1,019 million at December 31, 2012, compared to $435 million outstanding
at December 31, 2011). The increase in long-term debt in 2012 was primarily due to the new bonds issued during 2012 and bonds assumed in the
Thomas & Betts acquisition (see "Note 12 Debt" to our Consolidated Financial Statements).
Our debt has been obtained in a range of currencies and maturities and on various interest rate terms. We use derivatives to reduce the
interest rate exposures arising on certain of our debt. For example, we use interest rate swaps to effectively convert fixed rate debt into floating
rate liabilities. After considering the effects of interest rate swaps, the effective average interest rate on our floating rate long-term debt
(including current maturities) of $2,353 million and our fixed rate long-term debt (including current maturities) of $6,187 million was
1.6 percent and 3.1 percent, respectively. This compares with an effective rate of 1.6 percent for floating rate long-term debt of $1,875 million
and 3.7 percent for fixed-rate long-term debt of $1,432 million at December 31, 2011.
For a discussion of our use of derivatives to modify the interest characteristics of certain of our individual bond issuances, see "Note 12
Debt" to our Consolidated Financial Statements.
Credit facility
We have a $2 billion multicurrency revolving credit facility, maturing in 2015. No amount was drawn under the credit facility at
December 31, 2012 and 2011. The facility is for general corporate purposes and serves as a back-stop facility to our commercial paper programs
to the extent that we issue commercial paper under the programs described below. The facility contains cross-default clauses whereby an event
of default would occur if we were to default on indebtedness, as defined in the facility, at or above a specified threshold.
The credit facility does not contain significant covenants that would restrict our ability to pay dividends or raise additional funds in the
capital markets. For further details of the credit facility, see "Note 12 Debt" to our Consolidated Financial Statements.
Commercial paper
We have in place three commercial paper programs:
a $2 billion commercial paper program for the private placement of USD-denominated commercial paper in the United States
(replacing the $1 billion program that existed at December 31, 2011),

a $1 billion Euro-commercial paper program for the issuance of commercial paper in a variety of currencies, and

a 5 billion Swedish krona program (equivalent to approximately $768 million, using December 31, 2012, exchange rates),
allowing us to issue short-term commercial paper in either Swedish krona or euro.
75

December 31,

($ in millions)
2012

2011

Short-term debt including current maturities of long-term debt
(including bonds) 2,537 765
Long-term debt:
bonds (excluding portion due within one year) 7,380 3,059
other long-term debt 154 172

Total debt 10,071 3,996





Table of Contents
At December 31, 2012, $1,019 million was outstanding under the $2 billion program in the United States, compared to $435 million
outstanding under the $1 billion program at December 31, 2011. No amounts were outstanding under either the $1 billion Euro-commercial
paper program or the 5 billion Swedish krona program at either December 31, 2012 or 2011.
European program for the issuance of debt
At December 31, 2012 and 2011, $2,579 million and $910 million, respectively, of our total debt outstanding, represented debt issuances
under this program that allows the issuance of up to (the equivalent of) $8 billion in certain debt instruments. The terms of the program do not
obligate any third party to extend credit to us and the terms and possibility of issuing any debt under the program are determined with respect to,
and as of the date of issuance of, each debt instrument.
Australian program for the issuance of debt
During 2012, we set up a program for the issuance of up to AUD 1 billion (equivalent to approximately $1,038 million, using December 31,
2012 exchange rates) of medium-term notes and other debt instruments. The terms of the program do not obligate any third party to extend credit
to us and the terms and possibility of issuing any debt under the program are determined with respect to, and as of the date of issuance of, each
debt instrument. At December 31, 2012, $413 million of our total debt represented a debt issuance under this program.
Credit ratings
Credit ratings are assessments by the rating agencies of the credit risk associated with ABB and are based on information provided by us or
other sources that the rating agencies consider reliable. Higher ratings generally result in lower borrowing costs and increased access to capital
markets. Our ratings are of "investment grade" which is defined as Baa3 (or above) from Moody's and BBB- (or above) from Standard & Poor's.
At December 31, 2012 and 2011, our long-term company ratings were A2 and A from Moody's and Standard & Poor's, respectively.
Limitations on transfers of funds
Currency and other local regulatory limitations related to the transfer of funds exist in a number of countries where we operate, including
Algeria, China, Egypt, India, Korea, Kuwait, Malaysia, Russia, South Africa, Taiwan, Thailand, Turkey and Venezuela. Funds, other than
regular dividends, fees or loan repayments, cannot be readily transferred offshore from these countries and are therefore deposited and used for
working capital needs locally. In addition, there are certain countries where, for tax reasons, it is not considered optimal to transfer the cash
offshore. As a consequence, these funds are not available within our Group Treasury Operations to meet short-term cash obligations outside the
relevant country. The above described funds are reported as cash in our Consolidated Balance Sheets, but we do not consider these funds
immediately available for the repayment of debt outside the respective countries where the cash is situated, including those described above. At
December 31, 2012 and 2011, the balance of "Cash and equivalents" and "Marketable securities and other short-term investments" under such
limitations (either regulatory or sub-optimal from a tax perspective) totaled approximately $1,905 million and $1,530 million, respectively.
During 2012, we continued to direct our subsidiaries in countries with restrictions to place such cash with our core banks or investment
grade banks, in order to minimize credit risk on such cash positions. We continue to closely monitor the situation to ensure bank counterparty
risks are minimized.
76
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FINANCIAL POSITION
Balance sheets
For a discussion on cash and equivalents and marketable securities and short-term investments, see "Liquidity and Capital Resources
Principal sources of funding" for further details.
Receivables increased 7.4 percent (6.2 percent in local currencies) compared to 2011, primarily due to Thomas & Betts, and an increase in
trade receivables due to certain delayed customer payments. Inventories increased 7.8 percent (5.0 percent in local currencies) compared to 2011,
driven by an increasing order backlog and Thomas & Betts. Prepaid expenses increased $84 million compared to the prior year also due to
Thomas & Betts and prepayments for projects in South America and Northern Europe. For a discussion of deferred taxes see "Note 16 Taxes" to
our Consolidated Financial Statements. The increase in other current assets primarily reflects higher income tax receivables.
Total current liabilities at December 31, 2012, increased primarily due to bonds maturing in June 2013 which were reclassified to short-
term debt, as well as an increase in commercial paper outstanding.
Accounts payable increased 4.2 percent (1.8 percent in local currencies) compared to 2011, mainly due to Thomas & Betts. Billings in
excess of sales increased 11.9 percent (8.5 percent in local currencies) compared to 2011 due to the timing of billings and collections for
contracts under the percentage-of-completion or completed-contract method of accounting. Employee and other payables increased 6.5 percent
(4.4 percent in local currencies) on increases in employee-related liabilities such as payroll, vacation, bonus, as well as on increases in value-
added tax (VAT), sales and similar taxes. Advances from customers increased 10.2 percent (10.3 percent in local currencies) compared to the
prior year, with the largest increases in the Power Systems division. Provisions for warranties decreased
77

December 31,

($ in millions)
2012

2011

Current assets
Cash and equivalents 6,875 4,819
Marketable securities and short-term investments 1,606 948
Receivables, net 11,575 10,773
Inventories, net 6,182 5,737
Prepaid expenses 311 227
Deferred taxes 869 932
Other current assets 584 351

Total current assets 28,002 23,787





December 31,
($ in millions) 2012 2011
Current liabilities
Accounts payable, trade 4,992 4,789
Billings in excess of sales 2,035 1,819
Employee and other payables 1,449 1,361
Short-term debt and current maturities of long-term debt 2,537 765
Advances from customers 1,937 1,757
Deferred taxes 270 305
Provisions for warranties 1,291 1,324
Provisions and other current liabilities 2,367 2,619
Accrued expenses 2,096 1,822

Total current liabilities 18,974 16,561





Table of Contents
2.5 percent (4.8 percent in local currencies) compared to 2011, primarily due to revised risk assessments and the completion of various projects.
Provisions and other current liabilities decreased 9.6 percent (11.9 percent in local currencies) primarily driven by a decrease in the market value
of derivative liabilities, as well as due to a reduction in certain compliance provisions. Accrued expenses increased 15.0 percent (12.3 percent in
local currencies) primarily due to Thomas & Betts, higher accrued interest as a result of bonds issued in 2012 and increases in certain employee-
related accruals.
Property, plant and equipment increased 20.8 percent (17.6 percent in local currencies), primarily due to Thomas & Betts, and increased
investment across all divisions and most regions. The investments in new manufacturing facilities and upgrades to existing facilities helps to
secure our technological competitiveness in the growth markets we serve and increases our capacity to meet our customers' delivery
requirements.
The increase in goodwill and other intangible assets was mainly due to Thomas & Betts (see "Note 11 Goodwill and other intangible assets"
to our Consolidated Financial Statements). The decrease in prepaid pension and other employee benefits reflects the change in the funded status
of our overfunded pension plans (see "Note 17 Employee benefits" to our Consolidated Financial Statements).
The increase in our long-term debt was largely due to new bond issuances. See "Liquidity and Capital ResourcesDebt and interest rates"
for further explanation of the increase in our long-term debt.
The increase in pension and other employee benefits was due to increases in the underfunded status of our defined benefit pension plans,
mainly as a result of changes in actuarial assumptions affecting estimated projected benefit obligations (see "Note 17 Employee benefits" to our
Consolidated Financial Statements). The increase in deferred taxes was mostly related to Thomas & Betts (see "Note 3 Acquisitions and
increases in controlling interests"). For further explanation regarding deferred taxes, refer to "Note 16 Taxes" to our Consolidated Financial
Statements.
78

December 31,

($ in millions)
2012

2011

Non-current assets
Property, plant and equipment, net 5,947 4,922
Goodwill 10,226 7,269
Other intangible assets, net 3,501 2,253
Prepaid pension and other employee benefits 71 139
Investments in equity-accounted companies 213 156
Deferred taxes 334 318
Other non-current assets 776 804





Total non-current assets 21,068 15,861






December 31,

($ in millions)
2012

2011

Non-current liabilities
Long-term debt 7,534 3,231
Pension and other employee benefits 2,290 1,487
Deferred taxes 1,260 537
Other non-current liabilities 1,566 1,496

Total non-current liabilities 12,650 6,751





Table of Contents
Cash flows
In the Consolidated Statements of Cash Flows, the effects of discontinued operations are not segregated.
The Consolidated Statements of Cash Flows can be summarized as follows:
Net cash provided by operating activities
Operating activities in 2012 provided net cash of $3,779 million, an increase from 2011 of 4.6 percent. The increase was primarily driven
by a lower increase in working capital requirements offset by the cash impacts of lower net income.
Net cash provided by operating activities in 2011 of $3,612 million declined by 13.9 percent from the prior year. This decline was driven by
higher trade receivables and inventories in line with the 20 percent increase in revenues. The decrease can be further attributed to a lower
increase in trade payables than in the prior year. Provisions were also lower due to payments related to environmental remediation liabilities in
the United States and restructuring-related payments.
In 2010, operating activities provided net cash of $4,197 million, reflecting our working capital management. Stable levels of working
capital were achieved despite increasing order volumes, as cash outlays for higher inventories and trade receivables could be offset through
increased levels of trade payables.
79
($ in millions) 2012 2011 2010
Net cash provided by operating activities 3,779 3,612 4,197
Net cash used in investing activities (5,575 ) (3,253 ) (2,747 )
Net cash provided by (used in) financing activities 3,762 (1,208 ) (2,530 )
Effects of exchange rate changes on cash and
equivalents 90 (229 ) (142 )

Net change in cash and equivalentscontinuing
operations 2,056 (1,078 ) (1,222 )







($ in millions) 2012 2011 2010
Net income 2,812 3,315 2,732
Depreciation and amortization 1,182 995 702
Total adjustments to reconcile net income to net cash
provided by operating activities (excluding
depreciation and amortization) 196 (23 ) 164
Total changes in operating assets and liabilities (411 ) (675 ) 599

Net cash provided by operating activities 3,779 3,612 4,197







Table of Contents
Net cash used in investing activities
Net cash used in investing activities in 2012 increased compared to 2011 due to the sustained high level of cash outflow for the acquisition
of businesses, primarily Thomas & Betts. In addition, there were net cash outflows from marketable securities and short-term investments of
$673 million compared to net inflows in the prior year of $1,778 million as acquisitions in 2012 were primarily financed through new corporate
bonds issued, whereas in 2011, acquisitions were funded mainly by our excess liquidity. Capital expenditures for new plant, property and
equipment were also higher in 2012, to support business growth.
Total cash disbursements for the purchase of property, plant and equipment and intangibles in 2012 of $1,293 million included $885 million
for construction in progress, $248 million for the purchase of machinery and equipment, $83 million for the purchase of land and buildings, and
$77 million for the purchase of intangible assets.
The net cash inflow from marketable securities and short-term investments in 2011 reflected the use of our excess liquidity in funding
primarily the acquisition of businesses.
Total cash disbursements for the purchase of property, plant and equipment and intangibles in 2011, included $268 million for the purchase
of machinery and equipment, $128 million for the purchase of land and buildings, $57 million for the purchase of intangible assets and
$568 million for construction in progress.
Acquisition of businesses (net of cash acquired) and changes in cost and equity investments in 2011, primarily related to the acquisition of
Baldor, Mincom, Trasfor and Lorentzen & Wettre Group and other smaller acquisitions.
Net cash used in investing activities during 2010 was $2,747 million. Aggregate purchases of marketable securities and short-term
investments amounted to $5,621 million in 2010. Aggregate proceeds from the sales and maturities of marketable securities and short-term
investments during 2010 amounted to $4,904 million.
Total cash disbursements for the purchase of property, plant and equipment and intangibles in 2010 amounted to $840 million, including
$164 million for the purchase of machinery and equipment,
80
($ in millions) 2012 2011 2010
Purchases of marketable securities (available-for-
sale) (2,288 ) (2,809 ) (3,391 )
Purchases of marketable securities (held-to-
maturity) (65 )
Purchases of short-term investments (67 ) (142 ) (2,165 )
Purchases of property, plant and equipment and
intangible assets (1,293 ) (1,021 ) (840 )
Acquisition of businesses (net of cash acquired) and
changes in cost and equity investments (3,694 ) (4,020 ) (1,313 )
Proceeds from sales of marketable securities
(available-for-sale) 1,655 3,717 807
Proceeds from maturity of marketable securities
(available-for-sale) 483 531
Proceeds from maturity of marketable securities
(held-to-maturity) 290
Proceeds from short-term investments 27 529 3,276
Other investing activities 85 10 123







Net cash used in investing activities (5,575 ) (3,253 ) (2,747 )







Table of Contents
$175 million for the purchase of land and buildings, $54 million for the purchase of intangible assets and $447 million capital expenditures for
construction in progress.
Acquisition of businesses (net of cash acquired), in 2010, primarily related to the acquisition of Ventyx and certain smaller acquisitions
such as K-TEK in the United States and Jokab Safety in Sweden.
Net cash provided by (used in) financing activities
Our financing activities primarily include debt transactions (both from the issuance of debt securities and borrowings directly from banks),
share transactions, and dividends paid.
The 2012 and 2011 net cash inflow from changes in debt with maturities of 90 days or less, primarily reflects the net issuance of
commercial paper under our commercial paper program in the United States. During the third quarter of 2012 the program was increased to
$2 billion, replacing the previous $1 billion program.
In 2012, the cash inflows from increases in debt primarily related to the issuance of the following bonds: EUR 1,250 million aggregate
principal, 2.625 percent, due 2019; $1,250 million aggregate principal, 2.875 percent, due 2022; $750 million aggregate principal, 4.375 percent,
due 2042; $500 million aggregate principal, 1.625 percent, due 2017; AUD 400 million aggregate principal, 4.25 percent, due 2017; and
CHF 350 million aggregate principal, 1.50 percent, due 2018. In 2011, the cash inflows from increases in debt principally related to the issuance
of the following bonds: $600 million aggregate principal, 2.5 percent, due 2016; $650 million aggregate principal, 4.0 percent, due 2021;
CHF 500 million aggregate principal, 1.25 percent, due 2016; and CHF 350 million aggregate principal, 2.25 percent, due 2021. In 2010, the
increase in debt primarily related to short-term borrowings.
During 2012, $1,104 million of debt was repaid, mainly reflecting the repayment of part of the debt assumed from the acquisition of
Thomas & Betts (approximately $320 million) and of other debt (primarily short-term bank borrowings). During 2011, $2,576 million of bonds
and other debt was repaid, primarily reflecting the repayment of $1.2 billion in debt assumed upon the acquisition of Baldor in January 2011 and
the repayment at maturity of 650 million euro of 6.5% EUR Instruments, due 2011, (equivalent to $865 million at date of repayment). During
2010, $497 million of debt was repaid at maturity.
During 2010, we purchased, on the open market, 12.1 million of our own shares for use in connection with our employee share-based
programs, resulting in a cash outflow of $228 million. During 2012 and 2011, there were no purchases or sales of treasury stock on the open
market.
81
($ in millions)
2012

2011

2010

Net changes in debt with maturities of 90 days or
less 570 450 52
Increase in debt 5,986 2,580 277
Repayment of debt (1,104 ) (2,576 ) (497 )
Purchase of shares (228 )
Delivery of shares 90 110 78
Dividends paid (1,626 ) (1,569 )
Dividends paid in the form of nominal value
reduction (1,112 )
Acquisition of noncontrolling interests (9 ) (13 ) (956 )
Dividends paid to noncontrolling shareholders (121 ) (157 ) (193 )
Other financing activities (24 ) (33 ) 49







Net cash provided by (used in) financing
activities 3,762 (1,208 ) (2,530 )







Table of Contents
The acquisition of noncontrolling interests in 2010 of $956 million represented the cost of increasing our ownership interest in ABB
Limited, India (our publicly-listed subsidiary in India) from approximately 52 percent to 75 percent.
Disclosures about contractual obligations and commitments
The contractual obligations presented in the table below represent our estimates of future payments under fixed contractual obligations and
commitments. The amounts in the table may differ from those reported in our Consolidated Balance Sheet at December 31, 2012. Changes in our
business needs, cancellation provisions and changes in interest rates, as well as actions by third parties and other factors, may cause these
estimates to change. Therefore, our actual payments in future periods may vary from those presented in the table. The following table
summarizes certain of our contractual obligations and principal and interest payments under our debt instruments, leases and purchase
obligations at December 31, 2012:
In the table above, the long-term debt obligations reflect the cash amounts to be repaid upon maturity of those debt obligations. As we have
designated interest rate swaps as fair value hedges of certain debt obligations, the cash obligations above will differ from the long-term debt
balance reflected in "Note 12 Debt" to our Consolidated Financial Statements.
We have determined the interest payments related to long-term debt obligations by reference to the payments due under the terms of our
debt obligations at the time such obligations were incurred. However, we use interest rate swaps to modify the interest characteristics of certain
of our debt obligations. The net effect of these swaps may be to increase or decrease the actual amount of our cash interest payment obligations,
which may differ from those stated in the above table. For further details on our debt obligations and the related hedges, see "Note 12 Debt" to
our Consolidated Financial Statements.
Of the total of $774 million unrecognized tax benefits (net of deferred tax assets) at December 31, 2012, it is expected that $41 million will
be paid within less than a year. However, we cannot make a reasonably reliable estimate as to the related future payments for the remaining
amount.
Off balance sheet arrangements
Commercial commitments
We disclose the maximum potential exposure of certain guarantees, as well as possible recourse provisions that may allow us to recover
from third parties amounts paid out under such guarantees. The maximum potential exposure does not allow any discounting of our assessment
of actual exposure under the guarantees. The information below reflects our maximum potential exposure under the guarantees, which is higher
than our assessment of the expected exposure.
82
($ in millions) Total
Less
than 1 year
1 - 3
years
3 - 5
years
More than
5 years
Payments due by period
Long-term debt obligations 8,529 998 52 2,099 5,380
Interest payments related to long-term debt
obligations 2,389 269 446 407 1,267
Operating lease obligations 2,139 527 799 518 295
Capital lease obligations
(1)
188 31 52 23 82
Purchase obligations 6,029 4,751 986 252 40











Total 19,274 6,576 2,335 3,299 7,064











(1) Capital lease obligations represent the total cash payments to be made in the future and include interest expense of $83 million and executory cost of $2 million.
Table of Contents
Guarantees
The following table provides quantitative data regarding our third-party guarantees. The maximum potential payments represent a worst-
case scenario, and do not reflect our expected results.
The carrying amounts of liabilities recorded in the Consolidated Balance Sheets in respect of the above guarantees were not significant at
December 31, 2012 and 2011, and reflect our best estimate of future payments, which we may incur as part of fulfilling our guarantee
obligations.
For additional descriptions of our performance, financial and indemnification guarantees see "Note 15 Commitments and contingencies" to
our Consolidated Financial Statements.
Item 6. Directors, Senior Management and Employees
Principles of Corporate Governance
General principles
ABB is committed to the highest international standards of corporate governance, and supports the general principles as set forth in the
Swiss Code of Best Practice for Corporate Governance, as well as those of the capital markets where its shares are listed and traded.
In addition to the provisions of the Swiss Code of Obligations, ABB's key principles and rules on corporate governance are laid down in
ABB's Articles of Incorporation, the ABB Ltd Board Regulations and Corporate Governance Guidelines (which includes the regulations of
ABB's board committees and the ABB Ltd Related Party Transaction Policy), and the ABB Code of Conduct and the Addendum to the ABB
Code of Conduct for Members of the Board of Directors and the Executive Committee. It is the duty of ABB's Board of Directors (the Board) to
review and amend or propose amendments to those documents from time to time to reflect the most recent developments and practices, as well
as to ensure compliance with applicable laws and regulations.
This section of the Annual Report is based on the Directive on Information Relating to Corporate Governance published by the SIX Swiss
Exchange. Where an item listed in the directive is not addressed in this report, it is either inapplicable to or immaterial for ABB.
In accordance with the requirements of the New York Stock Exchange (NYSE), a comparison of how the corporate governance practices
followed by ABB differ from those required under the NYSE listing standards can be found in the section "Corporate governance" at
www.abb.com/investorcenter
Duties of directors and officers
The directors and officers of a Swiss corporation are bound, as specified in the Swiss Code of Obligations, to perform their duties with all
due care, to safeguard the interests of the corporation in good faith and to extend equal treatment to shareholders in like circumstances.
83

December 31,


2012

2011

($ in millions)
Maximum
potential
payments
Performance guarantees 149 148
Financial guarantees 83 85
Indemnification guarantees 190 194

Total 422 427





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The Swiss Code of Obligations does not specify what standard of due care is required of the directors of a corporate board. However, it is
generally held by Swiss legal scholars and jurisprudence that the directors must have the requisite capability and skill to fulfill their function, and
must devote the necessary time to the discharge of their duties. Moreover, the directors must exercise all due care that a prudent and diligent
director would have taken in like circumstances. Finally, the directors are required to take actions in the best interests of the corporation and may
not take any actions that may be harmful to the corporation.
Exercise of powers
Directors, as well as other persons authorized to act on behalf of a Swiss corporation, may perform all legal acts on behalf of the
corporation which the business purpose, as set forth in the articles of incorporation of the corporation, may entail. Pursuant to court practice,
such directors and officers can take any action that is not explicitly excluded by the business purpose of the corporation. In so doing, however,
the directors and officers must still pursue the duty of due care and the duty of loyalty described above and must extend equal treatment to the
corporation's shareholders in like circumstances. ABB's Articles of Incorporation do not contain provisions concerning a director's power, in the
absence of an independent quorum, to vote on the compensation to themselves or any members of their body.
Conflicts of interest
Swiss law does not have a general provision on conflicts of interest and our Articles of Incorporation do not limit our directors' power to
vote on a proposal, arrangement or contract in which the director or officer is materially interested. However, the Swiss Code of Obligations
requires directors and officers to safeguard the interests of the corporation and, in this connection, imposes a duty of care and loyalty on directors
and officers. This rule is generally understood and so recommended by the Swiss Code of Best Practice for Corporate Governance as
disqualifying directors and officers from participating in decisions, other than in the shareholders' meeting, that directly affect them.
Confidentiality
Confidential information obtained by directors and officers of a Swiss corporation acting in such capacity must be kept confidential during
and after their term of office.
Sanctions
If directors and officers transact business on behalf of the corporation with bona fide third parties in violation of their statutory duties, the
transaction is nevertheless valid, as long as it is not explicitly excluded by the corporation's business purpose as set forth in its articles of
incorporation. Directors and officers acting in violation of their statutory dutieswhether transacting business with bona fide third parties or
performing any other acts on behalf of the companymay, however, become liable to the corporation, its shareholders and its creditors for
damages. The liability is joint and several, but the courts may apportion the liability among the directors and officers in accordance with their
degree of culpability.
In addition, Swiss law contains a provision under which payments made to a shareholder or a director or any person(s) associated therewith,
other than at arm's length, must be repaid to the company if the shareholder or director or any person associated therewith was acting in bad
faith.
If the board of directors has lawfully delegated the power to carry out day-to-day management to a different corporate body, e.g., the
executive committee, it is not liable for the acts of the members of
84
Table of Contents
that different corporate body. Instead, the directors can be held liable only for their failure to properly select, instruct and supervise the members
of that different corporate body.
Board of Directors
Responsibilities and organization
The Board defines the ultimate direction of the business of ABB and issues the necessary instructions. It determines the organization of the
ABB Group and appoints, removes and supervises the persons entrusted with the management and representation of ABB.
The internal organizational structure and the definition of the areas of responsibility of the Board, as well as the information and control
instruments vis--vis the Executive Committee, are set forth in the ABB Ltd Board Regulations and Corporate Governance Guidelines, a copy of
which can be found in the section "Corporate governance" at www.abb.com/investorcenter
The Board meets as frequently as needed but at least four times per annual Board term. Board meetings are convened by the chairman or
upon request by a director or the chief executive officer (CEO). Documentation covering the various items of the agenda for each Board meeting
is sent out in advance to each Board member in order to allow each member time to study the covered matters prior to the meetings. Decisions
made at the Board meetings are recorded in written minutes of the meetings.
The CEO shall regularly, and whenever extraordinary circumstances so require, report to the Board about ABB's overall business and
affairs. Further, Board members are entitled to information concerning ABB's business and affairs. Additional details are set forth in the
ABB Ltd Board Regulations & Corporate Governance Guidelines which can be found in the section "Corporate governance" at
www.abb.com/investorcenter
Term and members
The members of the Board are elected individually at the annual general meeting of the shareholders for a term of one year; re-election is
possible. Our Articles of Incorporation, a copy of which can be found in the section "Corporate governance" at www.abb.com/investorcenter, do
not provide for the retirement of directors based on their age. However, an age limit for members of the Board is set forth in the ABB Ltd Board
Regulations and Corporate Governance Guidelines (although waivers are possible and subject to Board discretion), a copy of which can be found
in the section "Corporate governance" at www.abb.com/investorcenter
As at December 31, 2012, the members of the Board (Board term April 2012 to April 2013) were:
Hubertus von Grnberg has been a member and chairman of ABB's Board of Directors since May 3, 2007. He is a member of the
supervisory boards of Allianz Versicherungs AG and Deutsche Telekom AG (both Germany). He is a member of the board of directors of
Schindler Holding AG (Switzerland). Mr. von Grnberg was born in 1942 and is a German citizen.
Roger Agnelli has been a member of ABB's Board of Directors since March 12, 2002. He was previously the president and chief executive
officer of Vale S.A. (Brazil). Mr. Agnelli was born in 1959 and is a Brazilian citizen.
Louis R. Hughes has been a member of ABB's Board of Directors since May 16, 2003. He is the chairman of InZero Systems (formerly
GBS Laboratories LLC) (U.S.). He is also a member of the boards of directors of Akzo Nobel (the Netherlands) and Alcatel Lucent (France).
Mr. Hughes was born in 1949 and is a U.S. citizen.
85
Table of Contents
Hans Ulrich Mrki has been a member of ABB's Board of Directors since March 12, 2002. He is the retired chairman of IBM Europe,
Middle East and Africa (France), and a member of the board of directors of Mettler-Toledo International (U.S.) and Swiss Re Ltd and Menuhin
Festival Gstaad AG (both Switzerland). He is also a member of the foundation board of Schulthess Klinik, Zurich (Switzerland) and the board of
trustees of the Hermitage Museum, St. Petersburg (Russia). Mr. Mrki was born in 1946 and is a Swiss citizen.
Michel de Rosen has been a member of ABB's Board of Directors since March 12, 2002. He is the chief executive officer of and a member
of the board of directors of Eutelsat Communications (France). Mr. de Rosen was born in 1951 and is a French citizen.
Michael Treschow has been a member of ABB's Board of Directors since May 16, 2003. He is the chairman of the boards of directors of
Unilever NV (the Netherlands), and Unilever PLC (U.K.). He is also a member of the board of directors of the Knut and Alice Wallenberg
Foundation (Sweden). Mr. Treschow was born in 1943 and is a Swedish citizen.
Jacob Wallenberg has been a member of ABB's Board of Directors since June 26, 1999. From March 1999 to June 1999, he served as a
member of the board of directors of ABB Asea Brown Boveri Ltd, the former parent company of the ABB Group. He is the chairman of the
board of directors of Investor AB (Sweden). He is vice chairman of Telefonaktiebolaget LM Ericsson AB, SEB Skandinaviska Enskilda Banken
and SAS AB (all Sweden). He is also a member of the boards of directors of the Knut and Alice Wallenberg Foundation and the Stockholm
School of Economics (both Sweden), and The Coca-Cola Company (U.S.). Mr. Wallenberg was born in 1956 and is a Swedish citizen.
Ying Yeh has been a member of ABB's Board of Directors since April 29, 2011. She is a member of the boards of directors of
InterContinental Hotels Group (U.K.), Volvo AB (Sweden) and Samsonite International S.A. (Luxembourg). Ms. Yeh was born in 1948 and is a
Chinese citizen.
As of December 31, 2012, all Board members were non-executive and independent directors (see Item 7"Related Party Transactions"),
and none of ABB's Board members held any official functions or political posts. Further information on ABB's Board members can be found by
clicking on the ABB Board of Directors CV link which can be found in the section "Corporate governance" at www.abb.com/investorcenter
Board committees
From among its members, the Board has appointed two Board committees: the Governance, Nomination and Compensation Committee
(GNCC) and the Finance, Audit and Compliance Committee (FACC). The duties and objectives of the Board committees are set forth in the
ABB Ltd Board Regulations and Corporate Governance Guidelines, a copy of which can be found in the section "Corporate governance" at
www.abb.com/investorcenter. These committees assist the Board in its tasks and report regularly to the Board. The members of the Board
committees are required to be independent.
Governance, Nomination and Compensation Committee
The GNCC is responsible for (i) overseeing corporate governance practices within ABB, (ii) nominating candidates for the Board, the role
of CEO and other positions on the Executive Committee, and (iii) succession planning, employment and compensation matters relating to the
Board and the Executive Committee. The GNCC is also responsible for maintaining an orientation program for new Board members and an
ongoing education program for existing Board members.
The GNCC must comprise three or more independent directors. The chairman of the Board and, upon invitation by the committee's
chairman, the CEO or other members of the Executive Committee
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may participate in the committee meetings, provided that any potential conflict of interest is avoided and confidentiality of the discussions is
maintained.
As at December 31, 2012, the members of the GNCC were:
Hans Ulrich Mrki (chairman)
Michel de Rosen
Michael Treschow
Ying Yeh
Finance, Audit and Compliance Committee
The FACC is responsible for overseeing (i) the integrity of ABB's financial statements, (ii) ABB's compliance with legal, tax and regulatory
requirements, (iii) the independent auditors' qualifications and independence, (iv) the performance of ABB's internal audit function and external
auditors, and (v) ABB's capital structure, funding requirements and financial risk policies.
The FACC must comprise three or more independent directors who have a thorough understanding of finance and accounting. The
chairman of the Board and, upon invitation by the committee's chairman, the CEO or other members of the Executive Committee may
participate in the committee meetings, provided that any potential conflict of interest is avoided and confidentiality of the discussions is
maintained. In addition, the Chief Integrity Officer, the Head of Internal Audit and the external auditors participate in the meetings, as
appropriate. As required by the SEC at least one member of the FACC has to be an audit committee financial expert. The Board has determined
that each member of the FACC is an audit committee financial expert.
As at December 31, 2012, the members of the FACC were:
Louis R. Hughes (chairman)
Roger Agnelli
Jacob Wallenberg
Meetings and attendance
The Board and its committees have regularly scheduled meetings throughout the year. These meetings are supplemented by additional
meetings (either in person or by conference call), as necessary.
The table below shows the number of meetings held during 2012 by the Board and its committees, their average duration, as well as the
attendance of the individual Board members. In addition, members of the Board and the Executive Committee participated in a two-day strategic
retreat.
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Board
Meetings and attendance

Regular

Additional

GNCC

FACC

Average duration (hours) 6.2 0.8 2.3 2.9
Number of meetings 6 3 10 6
Meetings attended:
Hubertus von Grnberg 6 3
Roger Agnelli 6 3 5
Louis R. Hughes 6 3 6
Hans Ulrich Mrki 6 3 10
Michel de Rosen 6 3 10
Michael Treschow 6 3 10
Jacob Wallenberg 6 3 6
Ying Yeh 6 3 10
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Secretary to the Board
Diane de Saint Victor is the secretary to the Board.
Executive Committee
Responsibilities and organization
The Board has delegated the executive management of ABB to the CEO and the other members of the Executive Committee. The CEO and
under his direction the other members of the Executive Committee are responsible for ABB's overall business and affairs and day-to-day
management.
The CEO reports to the Board regularly, and whenever extraordinary circumstances so require, on the course of ABB's business and
financial performance and on all organizational and personnel matters, transactions and other issues relevant to the Group.
Each member of the Executive Committee is appointed and discharged by the Board.
Members of the Executive Committee
As at December 31, 2012, the members of the Executive Committee were:
Joe Hogan joined ABB's Executive Committee as Chief Executive Officer in September 2008. Before joining ABB, Mr. Hogan was the
CEO and President of General Electric's GE Healthcare unit from 2000 to 2008. From 1985 to 2000, Mr. Hogan held various positions at
General Electric. Mr. Hogan was born in 1957 and is a U.S. citizen.
Michel Demar joined ABB's Executive Committee as Chief Financial Officer in January 2005. From October 2008 to March 2011, he was
also Head of Global Markets. From February 2008 to August 2008, he was appointed interim CEO in addition to his duties as CFO. He is also
vice chairman of the board of directors of UBS AG and a board member of Syngenta AG and IMD Foundation (all Switzerland). From 2002
until 2004, Mr. Demar was vice president and chief financial officer of Baxter Europe. From 1984 until 2002, he held various positions within
Dow Chemical (U.S.). Mr. Demar was born in 1956 and is a Belgian citizen.
Gary Steel joined ABB's Executive Committee as Head of Human Resources in January 2003. Mr. Steel is a member of the board of
directors of Harman International Industries Inc. (U.S.) and a director of Aquamarine Power (U.K.). In 2002, he was the human resources
director, group finance at Royal Dutch Shell (the Netherlands). Between 1976 and 2002, he held several human resources and employee relations
positions at Royal Dutch Shell. Mr. Steel was born in 1952 and is a British citizen.
Diane de Saint Victor joined ABB's Executive Committee as General Counsel in January 2007. As of March 2013, she has been named as
a non-executive director of Barclays Bank Plc (U.K.). From 2004 to 2006, she was general counsel of European Aeronautic Defence and Space,
EADS (France/Germany). From 2003 to 2004, she was general counsel of SCA Hygiene Products (Germany). From 1993 to 2003, she held
various legal positions with Honeywell International (France/Belgium). From 1988 to 1993, she held various legal positions with General
Electric (U.S.). Ms. de Saint Victor was born in 1955 and is a French citizen.
Frank Duggan was appointed Executive Committee member responsible for Global Markets in March 2011. Since 2008 he is also ABB's
region manager for India, Middle East and Africa. From 2008 to 2011, he was ABB's country manager for the United Arab Emirates. From 2004
to 2007 he was head of ABB's Group Account Management and ABB's country manager for Ireland. Between 1986 and 2004 he held several
management positions with ABB. Mr. Duggan was born in 1959 and is an Irish citizen.
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Greg Scheu was appointed Executive Committee member responsible for Marketing and Customer Solutions in May 2012. Mr. Scheu, a
former executive at Rockwell International, joined ABB in 2001 and was responsible for the integration of Baldor Electric Co. which ABB
acquired in January 2011. Mr. Scheu was born in 1961 and is a U.S. citizen.
Prith Banerjee joined ABB's Executive Committee as Chief Technology Officer in May 2012. From 2007 to 2012, Mr. Banerjee was
Senior Vice President of Research Hewlett Packard and Director of HP Labs (U.S.). Prior to that, Mr. Banerjee was Professor of Electrical
Engineering and Computer Science, as well as Dean of the College of Engineering at the University of Illinois, Chicago. Mr.Banerjee was born
in 1960 and is a U.S. citizen.
Bernhard Jucker was appointed Executive Committee member responsible for the Power Products division in January 2006. From 2003 to
2005, he was ABB's country manager for Germany. From 1980 to 2003, he held various positions in ABB. Mr. Jucker was born in 1954 and is a
Swiss citizen.
Brice Koch was appointed Executive Committee member responsible for the Power Systems division in March 2012. From January 2010
to March 2012, Mr. Koch was Executive Committee member responsible for Marketing and Customer Solutions. From 2007 to 2009 he was the
Manager of ABB in China and of ABB's North Asia Region. Between 1994 and 2006, he held several management positions with ABB. He is
also member of the board of directors of Rector S.A. (France) and ETH Zurich Foundation (Switzerland). Mr. Koch was born in 1964 and is a
French citizen.
Ulrich Spiesshofer was appointed Executive Committee member responsible for the Discrete Automation and Motion division in January
2010. He joined ABB in November 2005 as Executive Committee member responsible for Corporate Development. From 2002 until he joined
ABB, he was senior partner, global head of operations practice at Roland Berger AG (Switzerland). Prior to 2002, he held various positions with
A.T. Kearney Ltd. and its affiliates. Mr. Spiesshofer was born in 1964 and is a German citizen.
Tarak Mehta was appointed Executive Committee member responsible for the Low Voltage Products division in October 2010. From 2007
to 2010, he was head of the Transformers business. Between 1998 and 2006, he held several management positions with ABB. Mr. Mehta was
born in 1966 and is a U.S. citizen.
Veli-Matti Reinikkala was appointed Executive Committee member responsible for the Process Automation division in January 2006. He is
a member of the board of directors of UPM-Kymmene (Finland). In 2005, he was the head of the Process Automation business area. From 1993
to 2005, he held several positions with ABB. Mr. Reinikkala was born in 1957 and is a Finnish citizen.
In addition, as of February 1, 2013, Michel Demar stepped down as ABB's Chief Financial Officer and member of the Executive
Committee and Eric Elzvik has succeeded him as Chief Financial Officer and member of the Executive Committee. From 2010 to 2013,
Mr. Elzvik was the Chief Financial Officer of ABB's Discrete Automation and Motion division. Mr. Elzvik joined ABB in 1984 and has held a
variety of other leadership roles in Sweden, Singapore and Switzerland, including head of Corporate Development, and head of Mergers &
Acquisitions and New Ventures. Mr. Elzvik was born in 1960 and is a Swiss and Swedish citizen.
Further information about the members of the Executive Committee can be found by clicking on the Executive Committee CV link in the
section "Corporate governance" at www.abb.com/investorcenter
Management contracts
There are no management contracts between ABB and companies or natural persons not belonging to the ABB Group.
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Employee Participation Programs
In order to align its employees' interests with the business goals and financial results of the company, ABB operates a number of incentive
plans, linked to ABB's shares, such as the Employee Share Acquisition Plan, the Management Incentive Plan and the Long Term Incentive Plan.
For a more detailed description of each of these incentive plans, see "Note 18 Share-based payment arrangements" to our Consolidated Financial
Statements.
Remuneration
ABB's success depends on its ability to attract and retain people who will drive the business to outperform competitors and create value for
shareholders over the long term. These are important considerations behind ABB's remuneration policy. This Remuneration section presents the
principles of this policy, the mechanisms for managing remuneration, and the compensation in 2012 for members of the Board of Directors
(Board) and the Executive Committee (EC).
Board remuneration
Governance and principles
The Board sets and periodically reviews compensation for its members based on a comparison of the compensation of non-executive board
members of publicly-traded companies in Switzerland that are part of the Swiss Market Index. The Governance, Nomination and Compensation
Committee (GNCC) is responsible for making recommendations to the Board.
Components of compensation
Members of the Board are paid for their service over a 12-month period that starts with their election at the annual general meeting.
Payment is made in two installments, one following the first six months of the term and one at the end. Board members do not receive pension
benefits and are not eligible to participate in any of ABB's employee incentive programs.
To align the interests of Board members with those of ABB's shareholders, half of each member's compensation is paid in the form of ABB
shares, though Board members can alternatively choose to receive all their compensation in shares. The shares are kept in a blocked account for
three years. Departing Board members are entitled to the shares when they leave the company unless agreed otherwise.
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The number of shares awarded is calculated prior to each semi-annual payment by dividing the sum to which the Board members are
entitled by the average closing price of the ABB share over a predefined 30-day period. The compensation amounts per individual are listed in
the table below:
Board of Directors compensation in 2012
Compensation for Board members is outlined in the table below and has been unchanged since the 2007/2008 term of office. Consistent
with past practice, no loans or guarantees were granted to Board members in 2012.
Executive Committee remuneration
Governance and principles
The Board and GNCC have direct oversight of compensation policy at ABB. The GNCC is responsible for developing the general
remuneration principles and practices of the ABB Group and for recommending them to the full Board, which takes the final decisions.
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Paid in 2012

November
Board term 2012/2013

May
Board term 2011/2012

Name

Function

Settled in
cash
(1)

Settled in
shares
number of

shares
received
(2)

Settled in
cash
(1)

Settled in
shares
number of

shares
received
(2)

Total
compensation
paid 2012
(3)(4)(5)

CHF CHF CHF
Hubertus von Grnberg Chairman of the Board 23,298 22,685 1,200,000
Roger Agnelli
(6)

Member of the Board 75,000 2,873 75,000 2,807 300,000
Louis R. Hughes
(6)

Member of the Board and
Chairman of the Finance,
Audit and Compliance
Committee
100,000 3,840 100,000 3,751 400,000
Hans Ulrich Mrki Member of the Board and
Chairman of the Governance,
Nomination and
Compensation Committee
10,649 10,364 400,000
Michel de Rosen
(7)

Member of the Board 75,000 2,873 5,614 300,000
Michael Treschow
(7)

Member of the Board 75,000 2,922 75,000 2,843 300,000
Jacob Wallenberg
(6)

Member of the Board 75,000 2,873 75,000 2,807 300,000
Ying Yeh
(7)

Member of the Board 75,000 2,905 75,000 2,807 300,000

Total 475,000 52,233 400,000 53,678 3,500,000

(1) Represents gross amounts paid, prior to deductions for social security, withholding tax etc.

(2) Number of shares per Board member is calculated based on net amount due after deductions for social security, withholding tax etc.

(3) For the 2012-2013 Board term, all members elected to receive 50% of their gross compensation in the form of ABB shares, except for Hubertus von Grnberg and
Hans Ulrich Mrki who elected to receive 100%.

(4) For the 2011-2012 Board term, all members elected to receive 50% of their gross compensation in the form of ABB shares, except for Hubertus von Grnberg,
Hans Ulrich Mrki and Michel de Rosen who elected to receive 100%.

(5) In addition to the Board remuneration stated in the above table, the Company paid, in 2012, CHF 211,008, in employee social security payments.

(6) Member of the Finance, Audit and Compliance Committee.

(7) Member of the Governance, Nomination and Compensation Committee.
Board term
2012/2013 2011/2012
CHF CHF
Chairman of the Board 1,200,000 1,200,000
Member of the Board and Committee chairman 400,000 400,000
Member of the Board 300,000 300,000
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The Board and GNCC are actively involved in the continuous development of ABB's executive remuneration system to reflect a
remuneration philosophy that is based on the following principles:
Market orientation ABB conducts regular benchmarking reviews to ensure compensation is at a level that will attract and retain
top talent.

Performance ABB ensures that performance drives all compensation elements. Performance metrics include financial
objectives, individual performance and behavior, as well as the share price performance.

Shareholder value ABB's compensation elements focus on rewarding the delivery of outstanding and sustainable results
without inappropriate risk taking.

Retention ABB grants a portion of its compensation through long-term oriented elements to attract and retain the key talent that
ABB needs to drive its success globally.
The GNCC acts on behalf of the Board in regularly reviewing the remuneration philosophy and structure, and in reviewing and approving
specific proposals on executive compensation to ensure that they are consistent with the Group's compensation principles. In 2012, the GNCC
hired Hostettler, Kramarsch & Partner (hkp), an independent consultant specializing in performance management and compensation, to provide
advice on remuneration. At the GNCC's request, the firm helped to redesign the Long Term Incentive Plan described in "Components of EC
compensation" section below. Hkp has no other mandate with ABB.
All senior positions in ABB have been evaluated using a consistent methodology developed by the Hay Group, whose job evaluation
system is used by more than 10,000 companies around the world. The Hay methodology goes beyond job titles and company size in assessing
positions. It considers the know-how required to do the job, the problem-solving complexities involved, as well as the accountability for results
and the freedom to act to achieve results. This approach provides a meaningful, transparent and consistent basis for comparing remuneration
levels at ABB with those of equivalent jobs at other companies that have been evaluated using the same criteria. The Board primarily uses Hay's
data from the European market to set EC compensation, which is targeted to be above the median values for the market.
Every year, the Board reviews the CEO's performance and decides on any change in compensation. The CEO reviews the performance of
other members of the EC and makes recommendations to the GNCC on their individual remuneration. The full Board takes the final decisions on
compensation for all EC members, none of whom participates in the deliberations on their remuneration.
Information on the meetings held by the GNCC in 2012 can be found in "Meetings and attendance" section above.
Components of EC compensation
(i) Compensation elements and performance considerations
The compensation of EC members currently consists of the following elements: a base salary and benefits, a short-term variable component
dependent on annual Group performance objectives, and a long-term variable component designed to reward the creation of shareholder value
and an executive's
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commitment to the company. The main components of executive compensation are summarized in the following chart and described in detail
below:
In addition, members of the EC are required to build up a holding of ABB shares that is equivalent to a multiple of their base salary, to
ensure that their interests are aligned with those of shareholders. Since 2010, the requirement has been five times base salary for the CEO and
four times base salary for the other members of the EC. New members of the EC should aim to reach these multiples within four years of their
appointment. These required shareholding amounts are reviewed annually, based on salary and expected share price developments.
(ii) Annual base salary
The base salary for members of the EC is set with reference to positions of equivalent responsibility outside ABB, as determined using the
Hay methodology described above. It is reviewed annually principally on the basis of Hay's annual Top Executive Compensation in Europe
survey. When considering changes in base salary, the executive's performance during the preceding year against individual objectives is taken
into account. Under its mandate with ABB, Hay also conducts job evaluations.
(iii) Benefits
Members of the EC receive pension benefits, payable into the Swiss ABB Pension Fund and ABB Supplementary Insurance Plan (the
regulations are available at www.abbvorsorge.ch). The current level of pension benefits was set in 2006 on the basis of results from a survey of
pension conditions for Swiss-based executives at Adecco, Ciba, Dow, Nestl, Novartis, Roche, Serono, Syngenta and Sulzer that ABB
commissioned from Towers Watson, a consultant. The survey was repeated in 2010 and a new benchmarking exercise will be conducted in
2013. Towers Watson also provides actuarial services to ABB, and pension advisory services in connection with mergers and acquisitions
transactions.
The compensation of EC members also includes social security contributions and other benefits, as outlined in the table in section "EC
compensation in 2012" below. The Board has decided to provide
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Base salary Cash Paid monthly
Competitive in respect to labor markets
Annual revisions, if any, partly based on performance
Short-term variable
compensation

Cash

Conditional annual payment
Payout depends on performance in previous year
against predefined Group objectives, with a cap on the
payout for over-performance
Long-term variable
compensation
(Long Term Incentive
Plan 2012)

Cash and shares

Performance component:
Conditional grant made
annually
Payout is in cash and
depends on ABB's
weighted cumulative
earnings per share over a
three-year period

Retention component:
Conditional grant made
annually
Payout is in shares (70%)
and cash (30%) and
requires the executive to
remain at ABB for a
three-year period from
grant

(Executives can elect to
receive 100% in shares)
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tax equalization for EC members resident outside Switzerland to the extent that they are not able to claim a tax credit in their country of
residence for income taxes they have paid in Switzerland.
(iv) Short-term variable compensation
Payment of the short-term variable component is conditional on the fulfillment of predefined annual objectives that are specific,
quantifiable and challenging. Short-term variable compensation for members of the EC and most other senior managers throughout the company
is based on Group performance objectives. For some managers with regional or country-level responsibilities, short-term variable compensation
is based on related objectives adapted to ABB's goals in these markets. The CEO recommends the Group performance objectives to the GNCC,
which may make or request amendments before it submits a proposal to the Board. The Board takes the final decision.
The 2012 objectives, shown in the table below, were Group-wide metrics that were aligned with the Group's 2015 strategic targets that have
been communicated to shareholders.
The payout for fully achieving the predefined annual objectives is equivalent to 150 percent of the base salary for the CEO and 100 percent
of the base salary for other members of the EC. Underperformance results in a lower payout, or none at all if performance is below a certain
threshold. If the objectives are exceeded, the Board has the discretion to approve a payout that is up to 50 percent higher (representing up to
225 percent of the base salary for the CEO and 150 percent of the base salary for other members of the EC). For 2012, the Board exercised its
discretion and awarded a 10 percent higher payout, reflecting the company's performance against the objectives.
(v) Long-term variable compensation
An important principle of executive compensation at ABB is that it should encourage the creation of value for the company's shareholders
and enable EC members to participate in the company's success. The company's Long Term Incentive Plan (LTIP) is the principal mechanism
through which members of the EC and certain other executives are encouraged to create value for shareholders. Awarded annually, LTIPs
comprise a performance component and a retention component whose proportions in relation to the base salary are explained below.
(a) Performance component
The performance component of the plan is designed to reward participants for increasing earnings per share (EPS) over a three-year period.
Earnings per share is defined in the terms of the LTIP as
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Objective
(1)
Weighting
Orders received 12.5 %
Revenues 12.5 %
Operational EBITDA
(2)
25 %
Ratio of operating cash flow to operational EBIT
(3)
25 %
Net Promoter Score (NPS)
(4)
10 %
Cost savings 15 %
(1) The financial objectives exclude the impact of currency fluctuations.

(2) See definition in "Note 23 Operating segment and geographic data" to our Consolidated Financial Statements.

(3) Operating cash flow is defined as net cash provided by operating activities, reversing the impact of interest and taxes. Operational EBIT is defined as
Operational EBITDA before excluding depreciation and amortization.

(4) NPS is a metric based on dividing customers into three categories: Promoters, Passives, and Detractors. This is achieved by asking customers in a one-
question survey whether they would recommend ABB to a colleague. In 2012, ABB had a target to increase the number of countries that had improved
their NPS score.
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diluted earnings per share attributable to ABB shareholders calculated using income from continuing operations, net of tax, unless the Board
decides to calculate using net income for a particular year. EPS was adopted as the performance measure in the performance component of the
LTIP launched in 2012.
EPS replaces relative total shareholder return (TSR), which was the performance measure used in previous LTIPs. EPS growth (based on
net income excluding acquisitions) is one of the financial targets of ABB's 2015 strategy and is therefore better aligned with published goals than
relative TSR, which is the percentage change in ABB's share price plus dividends over a three-year period, compared with peers.
The payout of this part of the plan occurs after three years, based on the Group's weighted cumulative EPS performance against predefined
objectives. The weighted cumulative EPS is calculated as 33 percent of EPS in the first year plus 67 percent of EPS in the second year plus
100 percent of EPS in the third year. There is no payout if the lower threshold is not reached and payout is capped if performance exceeds the
upper threshold.
At each launch, participants are allocated a reference number of shares that is linked to a percentage of their base salary. In 2012, the
percentages were 100 percent for the CEO and 42 percent for the other members of the EC. The payout at the end of the three-year period, if
any, will be made in cash.
Under the terms and conditions of the plan, the GNCC decides whether EC members who leave the company before the end of the three-
year period forfeit the unvested award, or receive all or a portion of such awards.
(b) Historical payout of performance component
Of the LTIPs launched since 2006 that have also vested, the only one whose performance component has paid out is the 2007 launch, under
which participants, upon vesting, were entitled to receive 92 percent of the performance shares that they had been conditionally granted.
(c) Retention component
The second component of the LTIP is designed to retain executives at ABB. Members of the EC are conditionally granted shares, which are
awarded after three further years of service to the company.
The reference grant size for the CEO is equivalent to 100 percent of base salary. The other EC members receive a grant from a pool whose
reference size is equivalent to 65 percent of their combined base salaries. The CEO recommends to the Board how to allocate shares from this
pool to each individual EC member, based on an assessment of their individual performance in the previous calendar year, and the Board takes
the final decision.
Starting with the 2012 LTIP, the reference grant size for the CEO and the pool for the other EC members for any particular launch can each
be increased or decreased by the Board by up to 25 percent, based on an assessment of ABB's performance over the three years preceding the
launch of the plan. The assessment considers ABB's performance against its peers according to financial metrics and non-financial measures
related to customer satisfaction, integrity, and health and safety.
Following its assessment of ABB's performance in the period 2009-2011, the Board increased the size of the retention component in the
2012 LTIP by 20 percent for the CEO and by 10 percent in aggregate for the rest of the EC.
EC members receive 70 percent of the payout in shares and the remainder in cash, unless they elect to receive 100 percent in shares.
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Under the terms and conditions of the plan, the GNCC decides whether EC members who leave the company before the end of the three-
year period forfeit the unvested award, or receive all or a portion of such awards.
(vi) Severance provisions
Employment contracts for EC members contain notice periods of 12 months, during which they are entitled to compensation comprising
their base salary, benefits and short-term variable compensation. The Board has decided that, starting January 1, 2013, contracts for new
members of the EC will no longer include a provision extending compensation for up to 12 additional months if their employment is terminated
by ABB and if they do not find alternative employment within the notice period that pays at least 70 percent of their compensation.
Acquisition Integration Execution Plan
In the past three years, ABB has invested more than $10 billion in connection with acquisitions as part of its strategy to grow the business
profitably and create value for ABB shareholders. The focus has been on companies that fill geographic, end-market or product gaps.
Strict financial criteria are applied to the investments, and the financial objectives are expected to be achieved through a combination of
cost and growth synergies. Delivering these synergies depends on the successful integration of the new businesses with those of ABB.
To this end, the Board has established a one-time Acquisition Integration Execution Plan (AIEP) whose goal is to maximize the return on
the recent acquisitions of Baldor, Thomas & Betts and Ventyx, and to foster the collaborative behavior required to make the benefits sustainable.
The plan has two parts. The first is intended to reward the achievement of predefined objectives for 2013 related to revenues, operational
EBITDA, and customer and employee retention and development, at each of the three acquisitions. Each business accounts for one-third of the
first part of the plan. The second part is intended to accelerate collaboration between ABB's business, technical, functional and local experts, a
step which the Board considers vital not only to integrating the acquisitions but also to providing customers with the kind of service and
experience that will enable the company to meet the ambitious goals of its 2015 strategy.
The plan was launched in the fourth quarter of 2012 for members of the EC who are expected to be in their positions throughout 2013,
excluding the CEO who will participate in the assessment of participants. In addition, Michel Demar, whose departure from ABB was
announced in October 2012, and Eric Elzvik, who joined the EC in February 2013, are not participants in the plan.
The plan consists of conditionally granted shares (capped at a maximum of 768,286 shares). The payout, if any, will occur in 2014 and will
be made in shares (70 percent) and cash (30 percent), although participants can elect to receive 100 percent in shares.
EC compensation in 2012
ABB discloses the compensation elements for each member of the EC, going beyond the requirements of the Swiss Code of Obligations.
The table in this section provides an overview of the total compensation of members of the EC in 2012, comprising cash compensation and
the estimated value of the conditional grants awarded under the AIEP and under the three-year LTIP launched in 2012. Cash compensation
includes the base salary, the short-term variable compensation for 2012 and pension benefits, as well as the amounts paid by the company to
cover other benefits comprising mainly social security contributions. The performance components of LTIPs and the AIEP are valued at grant
using the ABB share price and
96
Table of Contents
Monte Carlo modeling, an accepted simulation method under U.S. GAAP. The compensation is shown gross (before deduction of employee's
social security and pension contributions).
The base salary and benefits are fixed elements of the annual compensation packages, while the other components are variable. In 2012,
fixed compensation represented 27 percent of the CEO's remuneration and an average of 34 percent for the other EC members. The ratio of fixed
to variable components in any given year will depend on the performance of the individuals and of the company against predefined Group
performance objectives.
The total of base salary and benefits, short-term variable compensation and LTIP awards was 42.5 million Swiss francs in 2012 compared
with 37.8 million Swiss francs in 2011 for individuals who were members of the EC at the end of the respective year. This change reflects the
addition of one member to the EC as well as the higher award level under the 2012 LTIP. The conditional award in 2012 under the one-time
AIEP resulted in an additional 8.4 million Swiss francs, bringing their total compensation to 50.9 million Swiss francs in 2012.
Name

Base
salary

Short-term
variable
compensation
(1)

Pension
benefits

Other
benefits
(2)

Estimated
value
of share-based
awards granted

under the LTI
Plan in 2012
(3)

2012
Subtotal

Estimated
value
of share-based
awards
granted
under the one-
time AIEP in
2012
(3)

2012
Total

CHF CHF CHF CHF CHF CHF CHF CHF
Joe Hogan 2,010,011 3,316,500 284,870 431,284 4,115,136 10,157,801 10,157,801
Michel
Demar 1,200,007 1,320,000 271,450 377,968 3,169,425 3,169,425
Gary Steel 805,002 885,500 286,938 172,054 851,003 3,000,497 896,656 3,897,153
Ulrich
Spiesshofer 865,673 962,500 235,680 164,948 1,363,655 3,592,456 974,623 4,567,079
Diane de
Saint
Victor 791,993 880,000 273,583 138,762 899,193 2,983,531 891,085 3,874,616
Bernhard
Jucker 950,004 1,045,000 280,372 179,220 1,067,784 3,522,380 1,058,174 4,580,554
Veli-Matti
Reinikkala 770,006 847,000 263,892 145,236 865,483 2,891,617 857,673 3,749,290
Brice Koch 816,669 913,000 234,425 212,479 1,099,345 3,275,918 924,511 4,200,429
Tarak
Mehta 718,837 803,000 222,181 369,734 820,512 2,934,264 813,119 3,747,383
Frank
Duggan
(4)
641,963 697,279 313,377 405,734 820,512 2,878,865 835,403 3,714,268
Greg Scheu
(Joined
on
May 1,
2012) 450,002 495,000 161,816 42,727 713,574 1,863,119 751,851 2,614,970
Prith
Banerjee
(Joined
ABB on
May 7,
2012) 456,523 500,914 137,742 401,148 740,017 2,236,344 389,860 2,626,204

Total
Executive
Committee
members
as of
Dec. 31,
2012 10,476,690 12,665,693 2,966,326 3,041,294 13,356,214 42,506,217 8,392,955 50,899,172

Peter
Leupp
(Retired
from the
EC on
March 1,
2012)
(5)
496,694 291,960 167,900 206,794 1,163,348 1,163,348

Total
former
Executive
Committee
members
as of
Dec. 31,
2012 496,694 291,960 167,900 206,794 1,163,348 1,163,348

Total 10,973,384 12,957,653 3,134,226 3,248,088 13,356,214 43,669,565 8,392,955 52,062,520

















(1) The table above shows accruals related to the short-term variable compensation for the year 2012 for all Executive Committee members, except for Peter Leupp,
97
who received in July 2012 a pro-rata short-term variable compensation payment covering the period of his service as an EC member. For all other Executive
Committee members, the short-term variable compensation will be paid in 2013, after the publication of the financial results. In March 2012, the current and
former Executive Committee members received the 2011 short-term variable compensation payments totaling CHF 12,102,149. Short-term variable compensation
is linked to the objectives defined in the ABB Group's scorecard. Upon full achievement of these objectives, the short-term variable compensation of the CEO
corresponds to 150 percent of his base salary, while for all other Executive Committee members it represents 100 percent of their respective base salary. The
Board has the discretion to approve a payout that is up to 50 percent higher (representing up to 225 percent of the base salary for the CEO and 150 percent of the
base salary for other members of the Executive Committee), if the objectives are exceeded. For 2012, the Board exercised its discretion and awarded a 10 percent
higher payout, reflecting the Company's performance against the objectives.

(2) Other benefits comprise payments related to social security, health insurance, children's education, transportation, tax advice and certain other items.
Table of Contents
Details of the share-based compensation granted to members of the EC during 2012 are provided in a table of their shareholdings in the "EC
ownership of ABB shares and options" section below. Consistent with past practice, no loans or guarantees were granted to members of the EC
in 2012.
Members of the EC are eligible to participate in the Employee Share Acquisition Plan (ESAP), a savings plan based on stock options, which
is open to employees around the world. In addition to the above awards, seven members of the EC participated in the ninth annual launch of the
plan. EC members who participated in that launch are each entitled to acquire up to 580 ABB shares, except for one who is entitled to acquire up
to 570 shares, at 17.08 Swiss francs per share, the market share price at the start of that launch.
Members of the EC cannot participate in the Management Incentive Plan (MIP). Any MIP instruments held by EC members were awarded
to them as part of the compensation they received in earlier roles that they held in ABB.
For a more detailed description of ESAP and MIP, please refer to "Note 18 Share-based payment arrangements" to our Consolidated
Financial Statements.
Additional fees and remuneration
In 2012, ABB did not pay any fees or remuneration to the members of the Board or the EC for services rendered to ABB other than those
disclosed above. Except as disclosed elsewhere in this Annual Report, ABB did not pay any additional fees or remuneration in 2012 to persons
closely linked to a member of the Board or the EC for services rendered to ABB.
Compensation to former members of the Board and EC
Except as disclosed elsewhere in this Annual report, ABB did not make any payments in 2012 to a former member of the Board or the EC
in connection with such role.
Change of control provisions
Following the spirit of ABB's remuneration philosophy, none of ABB's Board members, EC members or members of senior management
receives "golden parachutes" or other special benefits in the event of a change of control.
ABB shareholdings of members of the Board and EC
As of December 31, 2012, the members of our Board and EC owned less than 1 percent of ABB's total shares outstanding.
98
(3) The estimated value of the share-based awards is subject to performance and other parameters (e.g. earnings per share) and may therefore vary in value from the
above numbers at the date of vesting, January 3, 2014 (AIEP) and May 31, 2015 (LTI Plan). The above amounts have been calculated using the market value of
the ABB share on the day of grant and, in the case of the AIEP and the performance component of the LTI Plan, the Monte Carlo simulation model.

(4) Frank Duggan received 20 percent of his base salary in AED and 80 percent in EUR at a fixed AED/EUR exchange rate for the period January to December 2012.
All AED amounts were converted into Swiss francs at a rate of 0.2491288 per AED.

(5) The above compensation figures for Peter Leupp include contractual payments for the period March 1, 2012 to July 31, 2012, but exclude payments to him, after
his retirement from the Executive Committee, in his capacity as director of ABB in China and of ABB Limited, India.
Table of Contents
Board ownership of ABB shares and options
The table below shows the number of ABB shares held by each Board member:
Except as described in this section, no member of the Board and no person closely linked to a member of the Board held any shares of ABB
or options in ABB shares.
EC ownership of ABB shares and options
As of December 31, 2012, EC members held ABB shares (or ADSs representing such shares), the conditional rights to receive shares under
the LTIP, options (either vested or unvested as indicated) under the MIP and unvested shares in respect of other compensation arrangements, as
shown in the table below:

Total number of shares held
(1)

Name December 31, 2012 December 31, 2011
Hubertus von Grnberg 173,370 127,387
Roger Agnelli 160,672 154,992
Louis R. Hughes 63,928 56,337
Hans Ulrich Mrki 410,192 389,179
Michel de Rosen 128,595 120,108
Michael Treschow 97,506 91,741
Jacob Wallenberg
(1)
174,882 169,202
Ying Yeh 8,909 3,197

Total 1,218,054 1,112,143





(1) Share amounts provided in this section do not include the shares beneficially owned by Investor AB, of which Mr. Wallenberg is chairman.

Unvested at December 31, 2012

Name
Total
number
of
shares
held
Number
of
vested
options
held
under the

MIP
(1)

Number
of
unvested

options
held
under
the
MIP
(1)

(vesting
2013)
Number
of
unvested

options
held
under
the
MIP
(1)

(vesting
2014)
Retention
shares
deliverable

under the
2010
retention
component
of
the LTI
Plan
(2)

(vesting
2013)
Retention
shares
deliverable

under the
2011
retention
component
of
the LTI
Plan
(2)

(vesting
2014)
Retention
shares
deliverable

under the
2012
retention
component
of
the LTI
Plan
(2)

(vesting
2015)
Shares
deliverable

under the
one
time 2012
AIEP
(3)

(vesting
2014)
Number
of
shares
granted
in
respect
of
sign-on
bonus
(vesting
2013)
Joe Hogan 255,046 87,841 99,371 148,249 189,682
Michel
Demar
(4)
397,772 41,609 40,450
Gary Steel 219,365 23,140 23,517 35,377 66,795
Ulrich
Spiesshofer 164,191 23,440 31,104 67,293 72,603
Diane de
Saint
Victor 179,189 21,938 26,359 38,673 66,380
Bernhard
Jucker 134,118 27,647 27,753 45,924 78,827
Veli-Matti
Reinikkala 122,763 20,065 18,517 37,223 63,891
Brice Koch 30,424 21,036 27,388 51,066 68,870
Tarak Mehta 15,771 190,850 12,714 24,211 35,289 60,572
Frank
Duggan 15,803 631,930 14,309 21,326 35,289 62,232
Greg Scheu
(Joined on
May 1,
2012) 32 544,920 201,250 221,375 29,664 56,008
Prith
Banerjee
(Joined
ABB on
May 7,
2012) 30,763 29,042

Total
Executive
Committee
members
as of
99
Dec. 31,
2012 1,534,474 1,367,700 201,250 221,375 293,739 339,996 554,810 625,220 189,682



















(1) Options may be sold or exercised/converted into shares at the ratio of 5 options for 1 share.

(2) The LTI Plan foresees to deliver 30 percent of the value of the vested retention shares in cash, but participants have the possibility to elect to receive 100 percent
of the vested award in shares.
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Furthermore, at December 31, 2012, the following members of the EC held conditionally granted ABB shares under the performance
component of the LTIP 2010, 2011 and 2012, which at the time of vesting will be settled in cash.
Except as described in this section, at December 31, 2012, no member of the EC and no person closely linked to a member of the EC held
any shares of ABB or options in ABB shares.

EMPLOYEES
A breakdown of our employees by geographic region is as follows:
The proportion of our employees that are represented by labor unions or are the subject of collective bargaining agreements varies based on
the labor practices of each country in which we operate.
100
(3) The AIEP foresees to deliver 30 percent of the value of the vested shares in cash, but participants have the possibility to elect to receive 100 percent of the vested
award in shares. The actual number of shares to be delivered could be increased up to a total maximum amount of 768,286 shares.

(4) Total number of shares held includes 4,500 shares held jointly with spouse.
Name

Maximum number of
conditionally granted
shares under the
performance component
of the 2010 launch of
LTI Plan
(vesting 2013)

Maximum number of
conditionally granted
shares under the
performance component
of the 2011 launch of
LTI Plan
(vesting 2014)

Reference number of
shares under the
performance component
of the 2012 launch of
LTI Plan
(vesting 2015)

Joe Hogan 58,854 60,526 123,541
Michel Demar 27,740 26,967
Gary Steel 14,952 15,196 20,781
Ulrich Spiesshofer 15,146 15,460 22,588
Diane de Saint Victor 14,175 14,194 20,652
Bernhard Jucker 17,865 17,933 24,524
Veli-Matti Reinikkala 12,965 11,965 19,878
Brice Koch 13,593 14,158 21,426
Tarak Mehta 8,392 12,516 18,845
Frank Duggan 9,444 13,780 18,845
Greg Scheu (Joined on
May 1, 2012) 17,425
Prith Banerjee (Joined ABB
on May 7, 2012) 18,071

Total Executive Committee
members as of Dec. 31,
2012 193,126 202,695 326,576








December 31,


2012

2011

2010

Europe 64,000 60,300 58,800
The Americas 34,400 25,900 17,700
Asia 38,300 37,400 30,900
Middle East and Africa 9,400 10,000 9,100

Total 146,100 133,600 116,500







Table of Contents
Item 7. Major Shareholders and Related Party Transactions
MAJOR SHAREHOLDERS
Investor AB, Sweden, held 182,030,142 ABB shares as of December 31, 2012. This holding represented approximately 7.9 percent of
ABB's total share capital and voting rights as registered in the Commercial Register on that date. As of December 31, 2011 and 2010, Investor
AB, Sweden, held 179,030,142 and 166,330,142 ABB shares, respectively. The number of shares held by Investor AB does not include shares
held by Jacob Wallenberg, the chairman of Investor AB, in his individual capacity.
BlackRock, Inc., New York, U.S., disclosed that as per July 25, 2011, it, together with its direct and indirect subsidiaries, held 69,702,100
ABB shares, corresponding to 3.0 percent of ABB's total share capital and voting rights as registered in the Commercial Register on
December 31, 2012. For a full review of the disclosure report pursuant to which BlackRock reported its ABB shareholdings, please refer to the
search facility of the SIX Swiss Exchange Disclosure Office at http://www.six-swiss-
exchange.com/shares/companies/major_shareholders_en.html?fromDate=19980101&issuer=10881
To the best of ABB's knowledge, no other shareholder held 3 percent or more of ABB's total share capital and voting rights as registered in
the Commercial Register on February 28, 2013.
Under ABB's Articles of Incorporation, each registered share represents one vote. Major shareholders do not have different voting rights.
To our knowledge, we are not directly or indirectly owned or controlled by any government or by any other corporation or person.
At December 31, 2012, we had approximately 431,000 shareholders. Approximately 145,000 were U.S. holders, of which approximately
600 were record holders. Based on the share register, U.S. holders (including holders of ADSs) held approximately 10 percent of the total
number of shares issued, including treasury shares, at that date.

RELATED PARTY TRANSACTIONS
Affiliates and associates
In the normal course of our business, we purchase products from, sell products to and engage in other transactions with entities in which we
hold an equity interest. The amounts involved in these transactions are not material to ABB Ltd. Also, in the normal course of our business, we
engage in transactions with businesses that we have divested. We believe that the terms of the transactions we conduct with these companies are
negotiated on an arm's length basis.
Key management personnel
This section describes important business relationships between ABB and its Board and Executive Committee members, or companies and
organizations represented by them. This determination has been made based on ABB Ltd's Related Party Transaction Policy. This policy is
contained in the ABB Ltd Board Regulations and Corporate Governance Guidelines, a copy of which can be found in the section "Corporate
governance" at www.abb.com/investorcenter
Vale S.A. and its subsidiaries (Vale) and ABB have entered into a framework agreement establishing general terms and conditions for the
supply of products, systems and services among their respective group subsidiaries. ABB supplies Vale primarily with process automation
products for mineral systems. The total revenues recorded by ABB in 2012 relating to its contracts with Vale were approximately $140 million.
Roger Agnelli was previously president and CEO of Vale.
Atlas Copco AB (Atlas Copco) is an important customer of ABB. ABB supplies Atlas Copco primarily with drives and motors through its
Discrete Automation and Motion division. The total
101
Table of Contents
revenues recorded by ABB relating to business with Atlas Copco were approximately $60 million in 2012. Jacob Wallenberg was vice chairman
of Atlas Copco until April 2012.
ABB is party to an unsecured syndicated $2-billion revolving credit facility. As of December 31, 2012, SEB Skandinaviska Enskilda
Banken AB (publ) (SEB) and UBS AG (UBS) had each committed to $71 million out of the $2-billion total. In addition, in February 2012, ABB
entered into a $4-billion term credit agreement to provide bridge financing for the acquisition of Thomas & Betts Corporation. SEB and UBS
had each committed to lend ABB $250 million as of the completion of the primary syndication. The term credit agreement was never drawn and
was cancelled in May 2012. In addition, ABB has regular banking business with UBS and SEB. Jacob Wallenberg is the vice chairman of SEB
and Michel Demar is the vice chairman of UBS.
ABB has also retained Ortec Finance B.V. (Ortec) to provide pension modeling services. Michel Demar's spouse is an employee and the
chairman of the board of directors of Ortec's Swiss subsidiary.
After comparing the share of revenues generated from ABB's business with Vale and Atlas Copco, after reviewing the banking
commitments of UBS and SEB, and after considering Ortec's business relationship with ABB, the Board has determined that ABB's business
relationships with those companies are not unusual in their nature or conditions and do not constitute material business relationships. As a result,
the Board concluded that all members of the Board are considered to be independent directors. This determination was made in accordance with
ABB Ltd's Related Party Transaction Policy which was prepared based on the Swiss Code of Best Practice for Corporate Governance and the
independence criteria set forth in the corporate governance rules of the New York Stock Exchange.
Item 8. Financial Information
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See "Item 18. Financial Statements" for a list of financial statements contained in this Annual Report.

LEGAL PROCEEDINGS
Antitrust
In January 2007, the European Commission granted us full immunity from fines under its leniency program for our involvement in anti-
competitive practices in the Gas Insulated Switchgear (GIS) business. Our GIS business remains under investigation for alleged anti-competitive
practices in certain other jurisdictions, including Brazil. An informed judgment about the outcome of these investigations or the amount of
potential loss or range of loss for ABB, if any, relating to these investigations cannot be made at this stage.
In October 2009, the European Commission fined us euro 33.75 million (equivalent to $49 million on date of payment) for our involvement
in anti-competitive practices in the power transformers business. In September 2012, the German Antitrust Authority (Bundeskartellamt) fined
one of our German subsidiaries euro 8.7 million (equivalent to approximately $11 million on date of payment) for its involvement in anti-
competitive practices in the German power transformers business. We did not appeal either decision and paid both fines in full.
Our cables business is under investigation for alleged anti-competitive practices in a number of jurisdictions, including the European Union
and Brazil. We have received the European Commission's Statement of Objections concerning its investigation into the cables business and in
June 2012 participated in the related Oral Hearing before the European Commission. We have also received an initial summary of the Brazilian
Antitrust Authority's (CADE) allegations regarding its investigation
102
Table of Contents
into the cables business. An informed judgment about the outcome of these investigations or the amount of potential loss or range of loss for
ABB, if any, relating to these investigations cannot be made at this stage, except, with respect to the Brazilian investigation, where we expect an
unfavorable outcome.
In May 2012, the Brazilian Antitrust Authority opened an investigation into certain of our power businesses, including our FACTS and
power transformers business. An informed judgment about the outcome of this investigation or the amount of potential loss or range of loss for
ABB, if any, relating to this investigation cannot be made at this stage.
With respect to the foregoing matters which are still ongoing, management is cooperating fully with the antitrust authorities.
Suspect payments
In April 2005, we voluntarily disclosed to the United States Department of Justice (DoJ) and the SEC certain suspect payments in our
network management unit in the United States. Subsequently, we made additional voluntary disclosures to the DoJ and the SEC regarding
suspect payments made by other ABB subsidiaries in a number of countries in the Middle East, Asia, South America and Europe (including to
an employee of an Italian power generation company) as well as by our former Lummus business. These payments were discovered by us as a
result of our internal audit program and compliance reviews.
In September 2010, we reached settlements with the DoJ and the SEC regarding their investigations into these matters and into suspect
payments involving certain of our subsidiaries in the United Nations Oil-for-Food Program. In connection with these settlements, we agreed to
make payments to the DoJ and SEC totaling $58 million, which were settled in the fourth quarter of 2010. One subsidiary of ABB pled guilty to
one count of conspiracy to violate the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act and one count of violating those
provisions. We entered into a deferred prosecution agreement and settled civil charges brought by the SEC. These settlements resolved the
foregoing investigations. In lieu of an external compliance monitor, the DoJ and SEC have agreed to allow us to report on our continuing
compliance efforts and the results of the review of our internal processes through September 2013.
General
In addition, we are aware of proceedings, or the threat of proceedings, against us and others in respect of private claims by customers and
other third parties with regard to certain actual or alleged anti-competitive practices. Also, we are subject to other various legal proceedings,
investigations, and claims that have not yet been resolved. With respect to the above-mentioned regulatory matters and commercial litigation
contingencies, we will bear the costs of the continuing investigations and any related legal proceedings.
Liabilities recognized
At December 31, 2012 and 2011, we had aggregate liabilities of $211 million and $208 million, respectively, included in "Provisions and
other current liabilities" and "Other non-current liabilities", for the above regulatory, compliance and legal contingencies. As it is not possible to
make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently available to management,
to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the amounts accrued.
103
Table of Contents

DIVIDENDS AND DIVIDEND POLICY
See "Item 3. Key InformationDividends and Dividend Policy."

SIGNIFICANT CHANGES
Except as otherwise described in this Annual Report, there has been no significant change in our financial position since December 31,
2012.
Item 9. The Offer and Listing
MARKETS
The shares of ABB Ltd are principally traded on the SIX Swiss Exchange (under the symbol "ABBN") and on the NASDAQ OMX
Stockholm Exchange (under the symbol "ABB"). ADSs of ABB Ltd have been traded on the New York Stock Exchange under the symbol
"ABB" since April 6, 2001. ABB Ltd's ADSs are issued under the Amended and Restated Deposit Agreement, dated May 7, 2001, with
Citibank, N.A. as depositary. Each ADS represents one share.
104
Table of Contents

TRADING HISTORY
No suspension in the trading of our shares occurred in the years ended December 31, 2012, 2011 and 2010.
The table below sets forth, for the periods indicated, the reported high and low closing prices for the shares on SIX Swiss Exchange and the
NASDAQ OMX Stockholm Exchange and for the ADSs on the New York Stock Exchange.
Item 10. Additional Information
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION
This section summarizes the material provisions of ABB Ltd's Articles of Incorporation and the Swiss Code of Obligations relating to the
shares of ABB Ltd. The description is only a summary and is qualified in its entirety by ABB Ltd's Articles of Incorporation, a copy of which
has been filed as Exhibit 1.1 to this Annual Report, ABB Ltd's filings with the commercial registry of the Canton of Zurich (Switzerland) and
Swiss statutory law.
105

SIX Swiss
Exchange
NASDAQ OMX
Stockholm
Exchange
New York
Stock Exchange
High Low High Low High Low
(CHF) (SEK) ($)
Annual highs and lows
2008 35.04 11.92 198.50 80.75 32.95 9.12
2009 22.20 13.16 151.50 98.50 21.90 10.97
2010 23.86 18.43 161.30 129.00 22.69 16.05
2011 23.88 15.00 170.20 112.40 27.49 16.42
2012 20.12 14.83 146.70 109.00 21.91 15.42
Quarterly highs and
lows
2011
First quarter 23.18 20.23 157.90 142.80 24.51 21.78
Second quarter 23.88 20.58 166.80 149.80 27.49 23.94
Third quarter 22.35 15.16 170.20 115.40 26.61 16.77
Fourth quarter 17.68 15.00 129.50 112.40 20.37 16.42
2012
First quarter 20.12 17.94 146.70 132.80 21.91 19.24
Second quarter 18.83 14.83 138.40 109.00 20.70 15.42
Third quarter 18.61 15.61 131.50 110.20 20.03 15.77
Fourth quarter 19.01 16.70 136.60 119.70 20.83 17.69
Monthly highs and
lows
2012
September 18.61 16.46 131.50 115.60 20.03 17.24
October 18.31 16.78 129.80 119.80 19.75 18.06
November 18.07 16.70 130.10 119.70 19.42 17.69
December 19.01 18.11 136.60 129.70 20.83 19.43
2013
January 19.95 19.31 139.30 136.10 21.63 20.87
February 21.48 19.20 148.10 133.50 23.08 20.93
Table of Contents
Registration and Business Purpose
ABB Ltd was registered as a corporation ( Aktiengesellschaft ) in the commercial register of the Canton of Zurich (Switzerland) on
March 5, 1999, under the name of "New ABB Ltd" and its name was subsequently changed to "ABB Ltd". Its commercial registry number is
CH-020.3.021.615-2.
ABB Ltd's purpose, as set forth in Article 2 of its Articles of Incorporation, is to hold interests in business enterprises, particularly in
enterprises active in the areas of industry, trade and services. It may acquire, encumber, exploit or sell real estate and intellectual property rights
in Switzerland and abroad and may also finance other companies. It may engage in all types of transactions and may take all measures that
appear appropriate to promote, or that are related to, its purpose.
Our Shares
ABB Ltd's shares are registered shares ( Namenaktien ) with a par value of CHF 1.03 each. The shares are fully paid and non-assessable.
The shares rank pari passu in all respects with each other, including in respect of entitlements to dividends, to a share of the liquidation proceeds
in the case of a liquidation of ABB Ltd, to advance subscription rights and to pre-emptive rights.
Each share carries one vote in ABB Ltd's general shareholders' meeting. Voting rights may be exercised only after a shareholder has been
recorded in ABB Ltd's share register ( Aktienbuch ) as a shareholder with voting rights, or with Euroclear Sweden AB in Sweden, which
maintains a subregister of ABB Ltd's share register. Euroclear Sweden AB is an authorized central securities depository under the Swedish Act
on Registration of Financial Instruments and carries out, among other things, the duties of registrar for Swedish companies listed on the
NASDAQ OMX Stockholm Exchange. Registration with voting rights is subject to the restrictions described in "Transfer of Shares."
The shares are not issued in certificated form and are held in collective custody at SIX SIS AG. Shareholders do not have the right to
request printing and delivery of share certificates ( aufgehobener Titeldruck ), but may at any time request ABB Ltd to issue a confirmation of
the number of registered shares held.
Capital Structure
Issued Shares
On December 31, 2012, and February 28, 2013, ABB's ordinary share capital (including treasury shares) amounted to
CHF 2,384,185,561.92 divided into 2,314,743,264 fully paid registered shares with a par value of CHF 1.03 per share.
Contingent Share Capital
As at December 31, 2012, ABB's share capital may be increased by an amount not to exceed CHF 206,000,000 through the issuance of up
to 200,000,000 fully paid registered shares with a par value of CHF 1.03 per share through the exercise of conversion rights and/or warrants
granted in connection with the issuance on national or international capital markets of newly or already issued bonds or other financial market
instruments.
As at December 31, 2012, ABB's share capital may be increased by an amount not to exceed CHF 10,300,000 through the issuance of up to
10,000,000 fully paid registered shares with a par value of CHF 1.03 per share through the exercise of warrant rights granted to its shareholders.
The Board may grant warrant rights not taken up by shareholders for other purposes in the interest of ABB.
The pre-emptive rights of the shareholders are excluded in connection with the issuance of convertible or warrant-bearing bonds or other
financial market instruments or the grant of warrant
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rights. The then-current owners of conversion rights and/or warrants will be entitled to subscribe for new shares. The conditions of the
conversion rights and/or warrants will be determined by the Board.
The acquisition of shares through the exercise of warrants and each subsequent transfer of the shares will be subject to the restrictions of
ABB's Articles of Incorporation.
In connection with the issuance of convertible or warrant-bearing bonds or other financial market instruments, the Board is authorized to
restrict or deny the advance subscription rights of shareholders if such bonds or other financial market instruments are for the purpose of
financing or refinancing the acquisition of an enterprise, parts of an enterprise, participations or new investments or an issuance on national or
international capital markets. If the Board denies advance subscription rights, the convertible or warrant-bearing bonds or other financial market
instruments will be issued at the relevant market conditions and the new shares will be issued pursuant to the relevant market conditions taking
into account the share price and/or other comparable instruments having a market price. Conversion rights may be exercised during a maximum
ten-year period, and warrants may be exercised during a maximum seven-year period, in each case from the date of the respective issuance. The
advance subscription rights of the shareholders may be granted indirectly.
In addition as at December 31, 2012, ABB's share capital may be increased by an amount not to exceed CHF 96,859,964 through the
issuance of up to 94,038,800 fully paid shares with a par value of CHF 1.03 per share to employees. The pre-emptive and advance subscription
rights of ABB's shareholders are excluded. The shares or rights to subscribe for shares will be issued to employees pursuant to one or more
regulations to be issued by the Board, taking into account performance, functions, level of responsibility and profitability criteria. ABB may
issue shares or subscription rights to employees at a price lower than that quoted on the stock exchange. The acquisition of shares within the
context of employee share ownership and each subsequent transfer of the shares will be subject to the restrictions of ABB's Articles of
Incorporation.
Authorized Share Capital
As at December 31, 2012, ABB's share capital may be increased by an amount not to exceed CHF 206,000,000 through the issuance of up
to 200,000,000 fully paid shares with a par value of CHF 1.03 per share out of authorized share capital. The authorized share capital is valid until
April 29, 2013, and the Board has decided to propose to the shareholders at the 2013 annual general meeting that the authorized share capital be
renewed through April 29, 2015. The Board is authorized to determine the date of issue of new shares, the issue price, the type of payment, the
condition for the exercise of the pre-emptive rights, and the beginning date for dividend entitlement. In this regard, the Board may issue new
shares by means of a firm underwriting through a banking institution, a syndicate or another third party with a subsequent offer of these shares to
the shareholders. The Board may permit pre-emptive rights that have not been exercised by shareholders to expire or it may place these rights
and/or shares as to which pre-emptive rights have been granted but not exercised at market conditions or use them for other purposes in the
interest of ABB. Furthermore, the Board is authorized to restrict or deny the pre-emptive rights of shareholders and allocate such rights to third
parties if the shares are used (i) for the acquisition of an enterprise, parts of an enterprise, or participations, or for new investments, or in case of
a share placement, for the financing or refinancing of such transactions; or (ii) for the purpose of broadening the shareholder constituency in
connection with a listing of shares on domestic or foreign stock exchanges.
The subscription and the acquisition of the new shares, as well as each subsequent transfer of the shares, will be subject to the restrictions of
ABB's Articles of Incorporation.
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Transfer of Shares
The transfer of shares is effected by corresponding entry in the books of a bank or depository institution. An acquirer of shares must file a
share registration form in order to be registered in ABB Ltd's share register as a shareholder with voting rights. Failing such registration, the
acquirer will not be able to participate in or vote at shareholders' meetings, but will be entitled to dividends, pre-emptive and advanced
subscription rights, and liquidation proceeds.
An acquirer of shares will be recorded in ABB Ltd's share register with voting rights upon disclosure of its name and address. However,
ABB Ltd may decline a registration with voting rights if the shareholder does not declare that it has acquired the shares in its own name and for
its own account. If the shareholder refuses to make such declaration, it will be registered as a shareholder without voting rights. A person failing
to declare in its registration application that it holds shares for its own account (a nominee), will be entered in the share register with voting
rights, provided that such nominee has entered into an agreement with ABB concerning its shares, and further provided that the nominee is
subject to recognized bank or financial market supervision.
After having given the registered shareholder or nominee the right to be heard, the board of directors may cancel registrations in the share
register retroactive to the date of registration if such registrations were made on the basis of incorrect information. The relevant shareholder or
nominee will be informed promptly as to the cancellation. The board of directors will oversee the details and issue the instructions necessary for
compliance with the preceding regulations. In special cases, it may grant exemptions from the rule concerning nominees.
Acquirers of registered shares who have chosen to have their shares registered in the share register with Euroclear Sweden AB are not
requested to file a share registration form or declare that they have acquired the shares in their own name and for their own account in order to be
registered as a shareholder with voting rights. However, in order to be entitled to vote at a shareholders' meeting those acquirers need to be
entered in the Euroclear Sweden AB share register in their own name no later than six business days prior to the shareholders' meeting.
Uncertificated shares registered with Euroclear Sweden AB may be pledged in accordance with Swedish law.
Except as described in this subsection, neither the Swiss Code of Obligations nor ABB Ltd's Articles of Incorporation limit any right to own
ABB Ltd's shares, or any rights of non-resident or foreign shareholders to exercise voting rights of ABB Ltd's shares.
Shareholders' Meetings
Under Swiss law, the annual general meeting of shareholders must be held within six months after the end of ABB Ltd's fiscal year. Annual
general meetings of shareholders are convened by the board of directors, liquidators or representatives of bondholders or, if necessary, by the
statutory auditors. The board of directors is further required to convene an extraordinary general meeting of shareholders if so resolved by the
shareholders in a general meeting of shareholders or if so requested by one or more shareholders holding in aggregate at least 10 percent of
ABB Ltd's share capital. A general meeting of shareholders is convened by publishing a notice in the Swiss Official Gazette of Commerce
( Schweizerisches Handelsamtsblatt ) at least 20 days prior to the meeting date. Holders of Euroclear Sweden AB-registered shares are able to
attend shareholders' meetings in respect of such shares. Notices of shareholders' meetings are published in at least three national Swedish daily
newspapers, as well as on ABB's Web site. Such notices contain information as to procedures to be followed by shareholders in order to
participate and exercise voting rights at the shareholders' meetings.
One or more shareholders whose combined holdings represent an aggregate par value of at least CHF 412,000 may request in writing 40
calendar days prior to a general meeting of shareholders that
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specific items and proposals be included on the agenda and voted on at the next general meeting of shareholders.
The following powers are vested exclusively in the general meeting of the shareholders:
adoption and amendment of the articles of incorporation,

election of members of the board of directors and the auditors,

approval of the annual report and the consolidated financial statements,

approval of the annual financial statements and decision on the allocation of profits shown on the balance sheet, in particular with
regard to dividends,

granting discharge to the members of the board of directors and the persons entrusted with management, and

passing resolutions as to all matters reserved to the authority of the shareholders' meeting by law or under the articles of
incorporation or that are submitted to the shareholders' meeting by the board of directors to the extent permitted by law.
There is no provision in ABB Ltd's Articles of Incorporation requiring a quorum for the holding of shareholders' meetings.
Resolutions and elections usually require the approval of an "absolute majority" of the shares represented at a shareholders' meeting (i.e., a
majority of the shares represented at the shareholders' meeting with abstentions having the effect of votes against the resolution). If the first
ballot fails to result in an election and more than one candidate is standing for election, the presiding officer will order a second ballot in which a
relative majority (i.e. a majority of the votes) shall be decisive.
A resolution passed with a qualified majority (at least two-thirds) of the shares represented at a shareholders' meeting is required for:
a modification of the purpose of ABB Ltd,

the creation of shares with increased voting powers,

restrictions on the transfer of registered shares and the removal of those restrictions,

restrictions on the exercise of the right to vote and the removal of those restrictions,

an authorized or conditional increase in share capital,

an increase in share capital through the conversion of capital surplus, through an in-kind contribution or in exchange for an
acquisition of property, and the grant of special benefits,

the restriction or denial of pre-emptive rights,

a transfer of ABB Ltd's place of incorporation, and

ABB Ltd's dissolution.
In addition, the introduction of any provision in the articles of incorporation providing for a qualified majority must be resolved in
accordance with such qualified majority voting requirements.
Pursuant to the Swiss Federal Merger Act, special quorum rules apply by law to a merger ( Fusion ) (including a possible squeeze-out
merger), de-merger ( Spaltung ), or conversion ( Umwandlung ) of ABB Ltd.
At shareholders' meetings, shareholders can be represented by proxy, but only by their legal representative, another shareholder with the
right to vote, a proxy nominated by ABB Ltd ( Organvertreter ), an independent proxy designated by ABB Ltd ( unabhngiger
Stimmrechtsvertreter ) or a
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depository institution ( Depotvertreter ). All shares held by one shareholder may be represented by only one representative. Votes are taken on a
show of hands unless a secret ballot is required by the general meeting of shareholders or the presiding officer. The presiding officer may
arrange for resolutions and elections to be carried out by electronic means. As a result, resolutions and elections carried out by electronic means
will be deemed to have the same effect as secret ballots. The presiding officer may at any time order that a resolution or election decided by a
show of hands be repeated through a secret ballot if, in his view, the results of the vote are in doubt. In this case, the preceding decision by a
show of hands shall be deemed to have not occurred.
Only shareholders registered in ABB Ltd's share register with the right to vote are entitled to participate at shareholders' meetings. See "
Transfer of Shares." For practical reasons, shareholders must be registered in the share register with the right to vote no later than six business
days prior to a shareholders' meeting in order to be entitled to participate and vote at such shareholders' meeting.
Holders of Euroclear Sweden AB-registered shares are provided with financial and other information on ABB Ltd in the Swedish language
in accordance with regulatory requirements and market practice. For shares that are registered in the system of Euroclear Sweden AB in the
name of a nominee, such information is to be provided by the nominee.
Net Profits and Dividends
Swiss law requires that ABB Ltd retain at least 5 percent of its annual net profits as legal reserves for so long as these reserves amount to
less than 20 percent of ABB Ltd's share capital. Any net profits remaining in excess of those reserves are at the disposal of the shareholders'
meeting.
Under Swiss law, ABB Ltd may pay dividends only if it has sufficient distributable profits from previous fiscal years, or if its reserves are
sufficient to allow distribution of a dividend. In either event, dividends may be paid out only after approval at the shareholders' meeting. The
board of directors may propose that a dividend be paid out, but cannot itself set the dividend. The auditors must confirm that the dividend
proposal of the board of directors conforms with statutory law. In practice, the shareholders' meeting usually approves the dividend proposal of
the board of directors.
Dividends are usually due and payable after the shareholders' resolution relating to the allocation of profits has been passed by the
shareholders' meeting. Under Swiss law, the statute of limitations to claim payment of an approved dividend is five years. Dividends not
collected within five years after their due date accrue to ABB Ltd and will be allocated to ABB Ltd's other reserves.
Payment of dividends on Euroclear Sweden AB-registered shares is administered by Euroclear Sweden AB and paid out to the holder that is
registered with Euroclear Sweden AB on the record date. ABB has established, for tax purposes, a dividend access facility for its shareholders
who are residents of Sweden. If such shareholders have registered their shares with Euroclear Sweden AB, then they may elect to receive their
dividends in Swedish krona from ABB Norden Holding AB without deduction of Swiss withholding tax. For further information, see "
Taxation."
Pre-emptive Rights
Shareholders of a Swiss corporation have certain pre-emptive rights to subscribe for new shares issued in connection with capital increases
in proportion to the nominal amount of their shares held. A resolution adopted at a shareholders' meeting with a supermajority of two-thirds of
the shares represented may, however, repeal, limit or suspend (or authorize the board of directors to repeal, limit or suspend) pre-emptive rights
for cause. Cause includes an acquisition of a business or a part thereof, an acquisition of a participation in a company or the grant of shares to
employees. In addition, based on Article 4bis para. 1 and para. 4 of the Articles of Incorporation of ABB Ltd, pre-emptive rights of the
shareholders are excluded in connection with the issuance of convertible or warrant-bearing bonds
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or other financial market instruments, shares to employees of ABB issued out of ABB Ltd's contingent share capital or the grant of warrant rights
to shareholders, or may be restricted or denied by the board of directors of ABB Ltd under certain circumstances as set forth in Article 4ter of
ABB Ltd's Articles of Incorporation. See "Capital Structure."
Advance Subscription Rights
Shareholders of a Swiss corporation may have an advance subscription right with respect to bonds and other instruments issued in
connection with options or conversion rights for shares if such option or conversion rights are based on the corporation's conditional capital.
However, the shareholders' meeting can, with a supermajority of two-thirds of the shares represented at the meeting, exclude or restrict (or
authorize the board of directors to exclude or restrict) such advance subscription rights for cause. See "Capital StructureContingent Share
Capital."
Borrowing Power
Neither Swiss law nor ABB Ltd's Articles of Incorporation restrict in any way ABB Ltd's power to borrow and raise funds. The decision to
borrow funds is taken by or under the direction of the board of directors or the executive committee, and no shareholders' resolution is required.
The Articles of Incorporation of ABB Ltd do not contain provisions concerning borrowing powers exercisable by its directors or how such
borrowings could be varied.
Repurchase of Shares
Swiss law limits a corporation's ability to repurchase or hold its own shares. ABB Ltd and its subsidiaries may only repurchase shares if
ABB Ltd has sufficient freely distributable reserves to pay the purchase price, and the aggregate nominal value of such shares does not exceed
10 percent of ABB Ltd's total share capital. Furthermore, ABB Ltd must create a special reserve on its balance sheet in the amount of the
purchase price of the acquired shares. Such shares held by ABB Ltd or its subsidiaries do not carry any rights to vote at shareholders' meetings,
but are entitled to the economic benefits applicable to the shares generally and are considered to be "outstanding" under Swiss law.
Notices
Written communication by ABB Ltd to its shareholders will be sent by ordinary mail to the last address of the shareholder or authorized
recipient entered in the share register. To the extent that personal notification is not mandated by law, all communications to the shareholders are
validly made by publication in the Swiss Official Gazette of Commerce ( Schweizerisches Handelsamtsblatt ).
Notices required under the Listing Rules of the SIX Swiss Exchange will be published in two Swiss newspapers in German and French.
ABB Ltd or the SIX Swiss Exchange may also disseminate the relevant information on the online exchange information systems. Notices
required under the listing rules of the NASDAQ OMX Stockholm Exchange will be published in three national daily Swedish newspapers, as
well as on ABB's Web site.
Duration, Liquidation and Merger
The duration of ABB Ltd as a legal entity is unlimited. It may be dissolved at any time by a shareholders' resolution which must be
approved by a supermajority of two-thirds of the shares represented at the general meeting of shareholders (this supermajority requirement
applies in the event of a dissolution by way of liquidation or a merger where ABB Ltd is not the surviving entity). Dissolution by court order is
possible if it becomes bankrupt or if holders of at least 10 percent of its share capital registered in the commercial register can establish cause for
dissolution.
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Under Swiss law, any surplus arising out of a liquidation of a corporation (after the settlement of all claims of all creditors) is distributed to
the shareholders in proportion to the paid-up par value of shares held, but this surplus is subject to Swiss withholding tax of 35 percent (see "
Taxation").
Disclosure of Major Shareholders
Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who directly or indirectly acquire or sell
shares of a listed Swiss corporation or rights based thereon and thereby reach, exceed or fall below the thresholds of 3 percent, 5 percent,
10 percent, 15 percent, 20 percent, 25 percent, 33
1
/ 3 percent, 50 percent or 66
2
/ 3 percent of the voting rights of the corporation must notify
the corporation and the exchange(s) in Switzerland on which such shares are listed of such holdings in writing within four trading days, whether
or not the voting rights can be exercised. Following receipt of such a notification, the corporation must inform the public within two trading
days.
An additional disclosure requirement exists under the Swiss Code of Obligations, according to which ABB Ltd must disclose individual
shareholders and groups of shareholders acting in concert and their shareholdings if they hold more than 5 percent of all voting rights and
ABB Ltd knows or has reason to know of such major shareholders. Such disclosures must be made once a year in the notes to the financial
statements as published in its annual report. For a list of our major shareholders, see "Item 7. Major Shareholders and Related Party
TransactionsMajor Shareholders."
Mandatory Offering Rules
Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who acquire more than 33
1
/ 3 percent of
the voting rights (whether exercisable or not) of a listed Swiss company have to submit a takeover bid to all remaining shareholders unless the
articles of incorporation of the company provide for an alteration of this obligation. ABB Ltd's Articles of Incorporation do not provide for any
alterations of the bidder's obligations under the Swiss Stock Exchange Act. The mandatory offer obligation may be waived under certain
circumstances, for example if another shareholder owns a higher percentage of voting rights than the acquiror. A waiver from the mandatory bid
rules may be granted by the Swiss Takeover Board or the Swiss Federal Banking Commission. If no waiver is granted, the mandatory takeover
bid must be made pursuant to the procedural rules set forth in the Swiss Stock Exchange Act and the implementing ordinances.
Other than the rules discussed in this section and in the section above entitled "Duration, Liquidation and Merger" and "Shareholder's
Meetings" (which reflect mandatory provisions of Swiss law), no provision of ABB Ltd's Articles of Incorporation would operate only with
respect to a merger, acquisition or corporate restructuring of ABB (or any of our subsidiaries) and have the effect of delaying, deferring or
preventing a change in control of ABB.
Cancellation of Remaining Equity Securities
Under Swiss law, any offeror who has made a tender offer for the shares of a Swiss target company and who, as a result of such offer, holds
more than 98 percent of the voting rights of the target company, may petition the court to cancel the remaining equity securities. The
corresponding petition must be filed against the target company within three months after the lapse of the offer period. The remaining
shareholders may join in the proceedings. If the court orders cancellation of the remaining equity securities, the target company will reissue the
equity securities and deliver such securities to the offeror against performance of the offer for the benefit of the holders of the cancelled equity
securities.
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Directors and Officers
For further information regarding the material provisions of ABB Ltd's Articles of Incorporation and the Swiss Code of Obligations
regarding directors and officers, see "Item 6. Directors, Senior Management and EmployeesCorporate GovernanceDuties of directors and
officers."

MATERIAL CONTRACTS
The following descriptions of the material provisions of the referenced agreements do not purport to be complete and are subject to, and
qualified in their entirety by reference to, the agreements which have been filed as exhibits to this Annual Report.
Revolving Credit Facility
In October 2012, ABB entered into a second amendment to its unsecured syndicated $2-billion three-year revolving credit facility that was
originally entered into in October 2009. For a description of the facility, see "Item 5. Operating and Financial Review and ProspectsLiquidity
and Capital ResourcesCredit Facilities" and "Note 12 Debt" to our Consolidated Financial Statements. See Exhibit 4.1 to this Annual Report.
Baldor Electric Merger Agreement
In November 2010, ABB Ltd, Baldor Electric Company, and Brock Acquisition Corporation, one of our subsidiaries, entered into an
Agreement and Plan of Merger dated as of November 29, 2010, pursuant to which Brock Acquisition Corporation agreed to make a tender offer
for $63.50 per share in cash for the outstanding shares of Baldor Electric Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K
filed by Baldor Electric Company with the SEC on November 30, 2010). The tender offer was completed in January 2011. See Exhibit 4.2 to this
Annual Report.
Thomas & Betts Merger Agreement
In January 2012, ABB Ltd, Edison Acquisition Corporation, one of our subsidiaries, and Thomas & Betts Corporation entered into an
Agreement and Plan of Merger dated as of January 29, 2012, pursuant to which Edison Acquisition Corporation agreed to acquire the
outstanding shares of Thomas & Betts Corporation for $72 per share in cash. The acquisition was completed in May 2012. See Exhibit 4.3 to this
Annual Report.
Notes Indenture
On May 8, 2012, ABB's subsidiary, ABB Finance (USA) Inc., issued $500,000,000 aggregate principal amount of 1.625% notes due 2017,
$1,250,000,000 aggregate principal amount of 2.875% notes due 2022 and $750,000,000 aggregate principal amount of 4.375% notes due 2042
under an Indenture, dated as of May 8, 2012, among ABB Finance (USA) Inc., ABB and Deutsche Bank Trust Company Americas (the
"Indenture"). Pursuant to the terms of the Indenture, ABB has fully and unconditionally guaranteed payment of principal, premium, if any, and
interest in respect of the notes. See Exhibit 4.4 to this Annual Report.
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EXCHANGE CONTROLS
Other than in connection with government sanctions imposed on Belarus, Cote d'Ivoire, the Democratic Republic of the Congo, Eritrea,
Guinea, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar, North Korea, Republic of Guinea-Bissau, Somalia, Sudan, Syria, Zimbabwe, certain
persons from the former Federal Republic of Yugoslavia and persons and organizations with connection to Osama bin Laden, the "al Qaeda"
group or the Taliban and certain persons connected with the assassination of Rafik Hariri, there are currently no laws, decrees or regulations in
Switzerland that restrict the export or import of capital, including, but not limited to, Swiss foreign exchange controls on payment of dividends,
interest or liquidation proceeds, if any, to non-Swiss resident holders of shares. In addition, there are no limitations imposed by Swiss law or
ABB Ltd's Articles of Incorporation on the rights of non-Swiss residents or non-Swiss citizens as shareholders to hold shares or to vote.

TAXATION
Swiss Taxation
Withholding Tax on Dividends and Distributions
Dividends paid and similar cash or in-kind distributions that we make to a holder of shares or ADSs (including dividends on liquidation
proceeds and stock dividends and taxable income resulting from partial liquidation) are subject to a Swiss federal withholding tax at a rate of
35 percent. A repurchase of shares by us for the purpose of a capital reduction is defined as a partial liquidation of the Company. In this case, the
difference between the nominal value of the shares and their repurchase price is qualified as taxable income. The same would be true upon a
repurchase of shares if we were not to dispose of the repurchased shares within six years after the repurchase, or if 10 percent of outstanding
shares were exceeded. We must withhold the tax from the gross distribution and pay it to the Swiss Federal Tax Administration. A reduction of
the shares' nominal value by means of a capital reduction does not represent a dividend or similar distribution for purposes of Swiss withholding
tax. As a result of the Swiss corporate tax reform II entered into force on January 1, 2011, qualifying contributions from the shareholders
exceeding the nominal share capital can be distributed without deduction of Swiss withholding tax.
Obtaining a Refund of Swiss Withholding Tax for U.S. Residents
The Convention between the Swiss Confederation and the United States of America for the Avoidance of Double Taxation with Respect to
Taxes on Income, which entered into force on December 19, 1997 and which we will refer to in the following discussion as the Treaty, allows
U.S. resident individuals or U.S. corporations to seek a refund of the Swiss withholding tax paid on dividends in respect of our shares or ADSs if
they qualify for benefits under the Treaty. U.S. resident individuals and U.S. corporations holding less than 10 percent of the voting rights in
respect of our shares or ADSs are entitled to seek a refund of withholding tax to the extent the tax withheld exceeds 15 percent of the gross
dividend. U.S. corporations holding 10 percent or more of the voting rights of our shares or ADSs are entitled to seek a refund of withholding tax
to the extent the tax withheld exceeds 5 percent of the gross dividend. Qualifying U.S. pension or other retirement arrangements that do not
control the Company are entitled to seek a full refund of withholding tax.
Claims for refunds must be filed with the Swiss Federal Tax Administration, Eigerstrasse 65, 3003 Bern, Switzerland, no later than
December 31 of the third year following the calendar year in which the dividend or similar distribution became payable. The form used for
obtaining a refund is Swiss Tax Form 82 (82C for companies; 82E for other entities; 82I for individuals; 82R for regulated investment
companies (RICs)). This form may be obtained from any Swiss Consulate General in the United States or from the Swiss Federal Tax
Administration at the address above. The form must be filled out in triplicate with each copy duly completed and signed before a notary public in
the United
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States. The form must be accompanied by evidence of the deduction of withholding tax withheld at the source (including tax voucher issued by
the custodian bank).
Stamp Duties upon Transfer of Securities
The sale of shares or ADSs, whether by Swiss resident or non-resident holders, may be subject to a Swiss securities transfer stamp duty of
up to 0.15 percent calculated on the sale proceeds if it occurs through or with a Swiss bank or other Swiss securities dealer as defined in the
Swiss Federal Stamp Tax Act. In addition to the stamp duty, the sale of shares or ADSs by or through a member of the SIX Swiss Exchange may
be subject to a stock exchange levy.
United States Taxes
The following is a summary of the material U.S. federal income tax consequences of the ownership by U.S. holders (defined below) of
shares or ADSs. This summary does not purport to address all of the tax considerations that may be relevant to a decision to purchase, own or
dispose of shares or ADSs. This summary assumes that U.S. holders hold shares or ADSs as capital assets for U.S. federal income tax purposes.
This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as U.S. expatriates, dealers
or traders in securities or currencies, partnerships owning shares or ADSs, tax-exempt entities, banks and other financial institutions, regulated
investment companies, traders in securities that elect to apply a mark-to-market method of accounting, insurance companies, holders that own
(or are deemed to own) at least 10 percent or more (by voting power or value) of the stock of ABB, investors whose functional currency is not
the U.S. dollar, persons subject to the alternative minimum tax, persons that will hold shares or ADSs as part of a position in a straddle or as part
of a hedging or conversion transaction for U.S. tax purposes and persons who are not U.S. holders. This discussion does not address aspects of
U.S. taxation other than U.S. federal income taxation, nor does it address state, local or foreign tax consequences of an investment in shares or
ADSs.
This summary is based (i) on the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations and judicial and administrative
interpretations thereof, in each case as in effect and available on the date of this registration statement and (ii) in part, on representations of the
depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its
terms. The U.S. tax laws and the interpretation thereof are subject to change, which change could apply retroactively and could affect the tax
consequences described below.
For purposes of this summary, a U.S. holder is a beneficial owner of shares or ADSs that, for U.S. federal income tax purposes, is:
a citizen or resident of the United States,

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States or any state, including the District of Columbia,

an estate if its income is subject to U.S. federal income taxation regardless of its source, or

a trust if such trust validly has elected to be treated as a U.S. person for U.S. federal income tax purposes or if (i) a U.S. court can
exercise primary supervision over its administration and (ii) one or more U.S. persons have the authority to control all of its
substantial decisions.
If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares or ADSs,
the treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a
partner in a partnership that holds shares or ADSs you should consult your tax advisor.
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Each prospective purchaser should consult the purchaser's tax advisor with respect to the U.S. federal, state, local and foreign tax
consequences of acquiring, owning or disposing of shares or ADSs.
Ownership of ADSs in General
For U.S. federal income tax purposes, a holder of ADSs generally will be treated as the owner of the shares represented by the ADSs.
The U.S. Treasury Department has expressed concern that depositaries for American depositary receipts, or other intermediaries between
the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S.
holders of those receipts or shares. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Swiss taxes and sourcing
rules described below could be affected by future actions that may be taken by the U.S. Treasury Department.
Distributions
In general, for U.S. federal income tax purposes, the gross amount of any distribution (other than certain distributions, if any, of shares
distributed to all shareholders of ABB, including holders of ADSs) made to you with respect to shares or ADSs, including the amount of any
Swiss taxes withheld from the distribution, will constitute dividends to the extent of ABB's current and accumulated earnings and profits (as
determined under U.S. federal income tax principles).
Non-corporate U.S. holders generally will be taxed on such distributions at the lower rates applicable to long-term capital gains (i.e., gains
from the sale of capital assets held for more than one year) with respect to distributions received before January 1, 2013, provided that the U.S.
holder meets certain holding period and other requirements and provided that such distributions constitute "qualified dividends" for U.S. federal
income tax purposes. Distributions treated as dividends will not be treated as "qualified dividends" if we were to be treated as a "passive foreign
investment company" (a "PFIC") for U.S. federal income tax purposes in the year that the dividend is paid or in the year prior to the year that the
dividend is paid. Based on certain estimates of its gross income and gross assets and the nature of its business, ABB believes that it will not be
classified as a PFIC for the taxable year ending December 31, 2012. ABB's status in future years will depend on its assets and activities in those
years. ABB has no reason to believe that its assets or activities will change in a manner that would cause it to be classified as a PFIC. However,
as PFIC status is a factual matter that must be determined annually at the close of each taxable year, there can be no certainty regarding ABB's
PFIC status in any particular year until the end of that year. U.S. holders are urged to consult their own tax advisors regarding the availability to
them of the reduced dividend rate in light of their own particular circumstances and the consequences to them if ABB were to be treated as a
PFIC with respect to any taxable year.
Dividends paid to U.S. corporate holders will not be eligible for the dividends received deduction generally allowed to corporate U.S.
holders.
If you are a U.S. holder and distributions with respect to shares or ADSs exceed ABB's current and accumulated earnings and profits as
determined under U.S. federal income tax principles, then the excess generally would be treated first as a tax-free return of capital to the extent
of your adjusted tax basis in the shares or ADSs. Any amount in excess of the amount of the dividend and the return of capital generally would
be treated as capital gain. ABB does not maintain calculations of its earnings and profits under U.S. federal income tax principles.
If you are a U.S. holder, then dividends paid in Swiss francs, including the amount of any Swiss taxes withheld from the dividends, will be
included in your gross income in an amount equal to the U.S. dollar value of the Swiss francs calculated by reference to the spot exchange rate in
effect on the
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day the dividends are includible in income. In the case of ADSs, dividends generally are includible in income on the date they are received by
the depositary, regardless of whether the payment is in fact converted into U.S. dollars at that time. If dividends paid in Swiss francs are
converted into U.S. dollars on the day they are includible in income, then you generally should not be required to recognize foreign currency
gain or loss with respect to the conversion. However, any gains or losses resulting from the conversion of Swiss francs between the time of the
receipt of dividends paid in Swiss francs and the time the Swiss francs are converted into U.S. dollars will be treated as ordinary income or loss
to you, as the case may be. The amount of any distribution of property other than cash will be the fair market value of the property on the date of
distribution.
If you are a U.S. holder, then you will have a basis in any Swiss francs received as a refund of Swiss withholding taxes equal to a U.S.
dollar amount calculated by reference to the exchange rate in effect on the date of receipt of the dividend on which the tax was withheld. See "
Swiss TaxationObtaining a Refund of Swiss Withholding Tax for U.S. Residents" above.
If you are a U.S. holder, then dividends received by you with respect to shares or ADSs will be treated as foreign source income, which may
be relevant in calculating your foreign tax credit limitation. Subject to certain conditions and limitations, Swiss tax withheld on dividends may
be deducted from your taxable income or credited against your U.S. federal income tax liability. However, to the extent that you would be
entitled to a refund of Swiss withholding taxes pursuant to the U.S.Switzerland tax treaty, you may not be eligible for a U.S. foreign tax credit
with respect to the amount of such withholding taxes which may be refunded, even if you fail to claim the refund. See "Swiss Taxation
Obtaining a Refund of Swiss Withholding Tax for U.S. Residents". The limitation on foreign taxes eligible for credit is calculated separately
with respect to specific classes of income. For this purpose, dividends distributed by ABB generally will constitute passive income, or, in the
case of certain U.S. holders, financial services income. The rules relating to the determination of the U.S. foreign tax credit are complex, and you
should consult your tax advisor to determine whether and to what extent you would be entitled to this credit.
Sale or Exchange of Shares or ADSs
If you are a U.S. holder that holds shares or ADSs as capital assets, then you generally will recognize capital gain or loss for U.S. federal
income tax purposes upon a sale or exchange of your shares or ADSs in an amount equal to the difference between your adjusted tax basis in the
shares or ADSs and the amount realized on their disposition. If you are a non-corporate U.S. holder, the maximum marginal U.S. federal income
tax rate applicable to the gain is generally lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income (other
than certain dividends) if your holding period for the shares or ADSs exceeds one year (i.e., long-term capital gains). If you are a U.S. holder,
then the gain or loss, if any, recognized by you generally will be treated as U.S. source income or loss, as the case may be, for U.S. foreign tax
credit purposes.
If you are a U.S. holder and you receive any foreign currency on the sale of shares or ADSs, then you may recognize U.S. source ordinary
income or loss as a result of currency fluctuations between the date of the sale of the shares or ADSs, as the case may be, and the date the sales
proceeds are converted into U.S. dollars.
Medicare Tax
For taxable years beginning after December 31, 2012, certain U.S. holders who are individuals, estates or trusts must pay a 3.8 percent tax
on the lesser of (i) the U.S. holder's "net investment income" for the relevant taxable year and (ii) the excess of the U.S. holder's modified
adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000,
depending on the individual's circumstances). A U.S. holder's net investment
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income will generally include its dividend income and its net gains from the disposition of shares or ADSs, unless such income or net gains are
derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading
activities). If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of
the Medicare tax to your income and gains in respect of your investment in shares or ADSs.
Backup Withholding and Information Reporting
U.S. backup withholding tax and information reporting requirements generally apply to certain payments to certain non-corporate holders
of stock. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, shares or ADSs
made within the United States to a holder of shares or ADSs (other than an exempt recipient, including a corporation, a payee that is not a U.S.
holder that provides an appropriate certification, and certain other persons).
A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or
redemption of, shares or ADSs within the United States to you, unless you are an exempt recipient, if you fail to furnish your correct taxpayer
identification number or otherwise fail to establish an exception from backup withholding tax requirements. Backup withholding is not an
additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax
liability and may entitle you to a refund, provided that the required information is furnished timely to the U.S. Internal Revenue Service. The
current backup withholding tax rate is 28 percent.
THE ABOVE SUMMARIES ARE NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX
CONSEQUENCES RELATING TO THE OWNERSHIP OF SHARES OR ADSs. PROSPECTIVE PURCHASERS OF SHARES OR
ADSs SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR PARTICULAR
SITUATIONS.

DOCUMENTS ON DISPLAY
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these
requirements, we file reports and other information with the SEC. These materials, including this Annual Report and the exhibits thereto, may be
inspected and copied at prescribed rates at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Further
information on the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
Web site at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. Our annual
reports and some of the other information we submit to the SEC may be accessed through this Web site. In addition, material that we file can be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Market Risk Disclosure
The continuously evolving financial markets and the dynamic business environment expose us to changes in foreign exchange, interest rate
and other market price risks. We have developed and implemented comprehensive policies, procedures, and controls to identify, mitigate, and
monitor financial risk on a firm-wide basis. To efficiently aggregate and manage financial risk that could impact our financial performance, we
operate a Group Treasury function. Our Group Treasury function provides an efficient source of liquidity, financing, risk management and other
global financial services to the ABB Group companies. We do not permit proprietary trading activities. The market risk
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management activities are focused on mitigating material financial risks resulting from our global operating and financing activities.
The Group Treasury function maintains risk management control systems to monitor foreign exchange and interest rate risks and exposures
arising from our underlying business, as well as the associated hedge positions. Such exposures are governed by written policies. Financial risks
are monitored using a number of analytical techniques including market value and sensitivity analysis. The following quantitative analyses are
based on sensitivity analysis tests, which assume parallel shifts of interest rate yield curves, and foreign exchange rates and equity prices.
Currency Fluctuations and Foreign Exchange Risk
It is our policy to identify and manage all transactional foreign exchange exposures to minimize risk. With the exception of certain
financing subsidiaries and to the extent certain operating subsidiaries are domiciled in high inflation environments, the functional currency of
each of our companies is considered to be its local currency. Our policies require our subsidiaries to hedge all contracted foreign exchange
exposures, as well as a portion of their forecast exposures, against their local currency. These transactions are undertaken mainly with our Group
Treasury function.
We have foreign exchange transaction exposures related to our global operating and financing activities in currencies other than the
functional currency in which our entities operate. Specifically, we are exposed to foreign exchange risk related to future earnings, assets or
liabilities denominated in foreign currencies. The most significant currency exposures relate to operations in Germany, Sweden and Switzerland.
In addition, we are exposed to currency risk associated with translating our functional currency financial statements into our reporting currency,
which is the U.S. dollar.
Our operating companies are responsible for identifying their foreign currency exposures and entering into intercompany hedge contracts
with the Group Treasury function, where legally possible, or external transactions to hedge this risk. The intercompany transactions have the
effect of transferring the operating companies' currency risk to the Group Treasury function, but create no additional market risk to our
consolidated results. The Group Treasury function then manages this risk by entering into offsetting transactions with third-party financial
institutions. According to our policy, material net currency exposures are hedged. Exposures are primarily hedged with forward foreign
exchange contracts. The majority of the foreign exchange hedge instruments have, on average, a maturity of less than twelve months. The Group
Treasury function also hedges currency risks associated with their financing of other ABB companies.
As of December 31, 2012 and 2011, the net fair value of financial instruments with exposure to foreign currency rate movements was
$(2,448) million and $(1,738) million, respectively. The potential loss in fair value of such financial instruments from a hypothetical 10 percent
move in foreign exchange rates against our position would be approximately $718 million and $542 million for December 31, 2012 and 2011,
respectively. The analysis reflects the aggregate adverse foreign exchange impact associated with transaction exposures, as well as translation
exposures where appropriate. Our sensitivity analysis assumes a simultaneous shift in exchange rates against our positions exposed to foreign
exchange risk and as such assumes an unlikely adverse case scenario. Exchange rates rarely move in the same direction. Therefore, the
assumption of a simultaneous shift may overstate the impact of changing rates on assets and liabilities denominated in foreign currencies. The
underlying trade-related transaction exposures of the industrial companies are not included in the quantitative analysis. If these underlying
transaction exposures were included, they would tend to have an offsetting effect on the potential loss in fair value detailed above.
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Interest Rate Risk
We are exposed to interest rate risk due to our financing, investing, and liquidity management activities. Our operating companies primarily
invest excess cash with, and receive funding from, our Group Treasury function on an arm's length basis. It is our policy that the primary third-
party funding and investing activities, as well as the monitoring and management of the resulting interest rate risk, are the responsibility of the
Group Treasury function. The Group Treasury function adjusts the duration of the overall funding portfolio through derivative instruments in
order to better match underlying assets and liabilities, as well as minimize the cost of capital.
As of December 31, 2012 and 2011, the net fair value of interest rate instruments was $(2,122) million and $1,545 million, respectively.
The potential loss in fair value for such instruments from a hypothetical 100 basis points parallel shift in interest rates against our position (or a
multiple of 100 basis points where 100 basis points is less than 10 percent of the interest rate) would be approximately $550 million and
$125 million, for December 31, 2012 and 2011, respectively. The increase in interest rate risk is primarily due to the issuance during 2012 of
fixed rate long-term bonds that were not swapped.
Leases are not included as part of the sensitivity analysis. This represents a limitation of the analysis. While sensitivity analysis includes the
interest rate sensitivity of the funding of the lease portfolio, a corresponding change in the lease portfolio was not considered in the sensitivity
model.
Equity Risk
Certain of our entities have equity investments that expose us to equity price risk. As of December 31, 2012 and 2011, the net fair value of
equity risk sensitive instruments was $29 million and $39 million, respectively. The potential loss in fair value of such financial instruments
from a hypothetical 10 percent move in equity prices against our position would be approximately $9 million and $12 million, for December 31,
2012 and 2011, respectively. Included in the net fair value and potential loss in fair value figures for equity risk are derivative instruments
designated as hedges of warrant appreciation rights granted to employees under our management incentive plans (see "Note 18 Share-based
payment arrangements" to our Consolidated Financial Statements). As of December 31, 2012 and 2011, the amount of such instruments included
in the total net fair value of equity risk sensitive instruments was $26 million and $21 million, respectively, and the corresponding amount of
potential loss in fair value was $9 million and $10 million, respectively. The liabilities relating to the warrant appreciation rights are not included
as part of the sensitivity analysis. If such liabilities being hedged were included, they would tend to have an offsetting effect on the potential loss
in fair value.
Commodity Risk
We enter into commodity derivatives to hedge certain of our raw material exposures. As of December 31, 2012 and 2011, the net fair value
of commodity derivatives was $(6) million and $(32) million, respectively. The potential loss in fair value for such commodity hedging
derivatives from a hypothetical adverse 10 percent move against our position in commodity prices would be approximately $46 million and
$38 million for December 31, 2012 and 2011, respectively. A significant proportion of our commodity derivatives are denominated in euro. The
foreign exchange risk arising on such contracts has been excluded from the calculation of the potential loss in fair value from a hypothetical
10 percent move in commodity prices as disclosed above.
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Item 12. Description of Securities Other Than Equity Securities
American Depositary Shares
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of
their clients) receiving the newly-issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the
depositary bank for cancellation. The brokers in turn may charge these transaction fees to their clients.
Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by
the depositary bank to the holders of record of ADSs as of the applicable ADS record date. The depositary fees payable for cash distributions are
generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), the
depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the
name of the investor (whether certificated or un-certificated in direct registration), the depositary bank sends invoices to the applicable record
date ADS holders. In the case of ADSs held in brokerage and custodian accounts via the central clearing and settlement system, The Depository
Trust Company (DTC), the depositary bank, generally collects its fees through the systems provided by DTC (whose nominee is the registered
holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold
their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.
In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested
service until payment is received or may set-off the amount of the depositary fees from any distribution to be made to the ADS holder.
Depositary Payments
In 2012, we received reimbursements from Citibank N.A., the Depositary Bank of our ADS program, of approximately $4 million to help
cover costs related to our ADS program. Those costs, in addition to costs associated with compliance with U.S. securities laws, included
principally the specific costs set forth below:

PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
(a) Disclosure controls and procedures.
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2012
($ in thousands)
Listing fees (NYSE) 190
Proxy process expenses (printing, postage and distribution) 240
Investor relations efforts including non-deal roadshows/investor
conferences, IR agency fees, etc. 890
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We maintain controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our filings
under the Securities Exchange Act of 1934 (the Exchange Act, Rule 13a-15(e)) is recorded, processed, summarized and reported on a timely
basis. Our Chief Executive Officer, Joe Hogan, and Chief Financial Officer, Eric Elzvik, with the participation of key corporate senior
management and management of key corporate functions, performed an evaluation of our disclosure controls and procedures as of December 31,
2012. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, has concluded that, as of
December 31, 2012, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be
disclosed in reports that we file or submit under the Exchange Act has been recorded, processed, summarized and reported within the time period
specified in the rules and forms of the SEC and that such information has been accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
(b) Management's annual report on internal control over financial reporting.
The Board of Directors and management of the ABB Group are responsible for establishing and maintaining adequate internal control over
financial reporting. The ABB Group's internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of the published Consolidated Financial Statements in accordance with
accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies and procedures may deteriorate.
Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on
this assessment, management has concluded that internal control over financial reporting was effective as of December 31, 2012.
Ernst & Young AG, an independent registered public accounting firm, has issued an opinion on the effectiveness of the ABB Group's
internal control over financial reporting as of December 31, 2012, which is included in Item 18: Financial Statements.
(c) Changes in internal control.
In 2010, the ABB Group started an initiative to standardize the internal control over financial reporting across its Shared Accounting
Services Centers. This initiative is expected to be completed by the end of 2013. These activities strengthen the overall design and operational
effectiveness of the ABB Group's internal control over financial reporting and are part of the ABB Group's continuous improvement of its
internal control environment.
Item 15T. Controls and Procedures
Not applicable.
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that Louis R. Hughes, Jacob Wallenberg and Roger Agnelli, who serve on our audit committee, are
independent, as that term is defined in the listing standards promulgated by the New York Stock Exchange, and are audit committee financial
experts.
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Item 16B. Code of Ethics
Our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions are bound to
adhere to our Code of Conduct, which applies to all employees of all companies in the ABB Group. Our Code of Conduct is available on our
Web site in the section "Corporate governance" at www.abb.com/investorcenter
Item 16C. Principal Accountant Fees and Services
Audit Fees
Fees for audit services provided by Ernst & Young totaled approximately $28.6 million and $26.8 million in 2012 and 2011, respectively.
Audit fees include the standard audit work performed each fiscal year necessary to allow the auditor to issue an opinion on our Consolidated
Financial Statements and to issue an opinion on the local statutory financial statements of ABB Ltd and its subsidiaries. Audit fees also include
services that can be provided only by the ABB Group auditor such as assistance with the application of new accounting policies, pre-issuance
reviews of quarterly financial results and comfort letters delivered to underwriters in connection with debt and equity offerings.
Audit-Related Fees
Fees for audit-related services provided by Ernst & Young totaled approximately $3.0 million and $4.5 million in 2012 and 2011,
respectively, consisting primarily of accounting consultations and audits in connection with divestments, audits of pension and benefit plans and
accounting advisory services.
Tax Fees
Fees for tax services provided by Ernst & Young totaled approximately $3.2 million and $2.8 million in 2012 and 2011, respectively,
representing tax compliance fees as well as tax advice and planning fees.
All Other Fees
Fees for other services provided not included in the above three categories by Ernst & Young totaled approximately $1.8 million and
$0.7 million in 2012 and 2011, respectively.
Pre-Approval Procedures and Policies
In accordance with the requirements of the U.S. Sarbanes-Oxley Act of 2002 and rules issued by the SEC, we utilize a procedure for the
review and pre-approval of any services performed by Ernst & Young. The procedure requires that all proposed engagements of Ernst & Young
for audit and permitted non-audit services are submitted to the FACC for approval prior to the beginning of any such services. In accordance
with this policy, all services performed by and fees paid to Ernst & Young in 2012 and 2011, as discussed above in this Item 16C, were
approved by the FACC.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
Item 16E. Purchase of Equity Securities by Issuer & Affiliated Purchases
During 2012, no purchases of ABB Ltd equity securities were made by ABB on the open market.
Item 16F. Change in Registrant's Certifying Accountant
Not applicable.
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Item 16G. Corporate Governance
According to the New York Stock Exchange's corporate governance standards (the Standards), ABB is required to disclose significant ways
in which its corporate governance practices differ from the Standards. ABB has reviewed the Standards and concluded that its corporate
governance practices are generally consistent with the Standards, with the following significant exceptions:
Swiss law requires that our external auditors be elected by our shareholders at our Annual General Meeting rather than by the
finance and audit committee or the board of directors.

The Standards require that all equity compensation plans and material revisions thereto be approved by the shareholders.
Consistent with Swiss law such matters are decided by our Board. However, the shareholders decide about the creation of new
share capital that can be used in connection with equity compensation plans.
Item 16H. Mine Safety Disclosure
Not applicable.
PART III
Item 17. Financial Statements
We have elected to provide financial statements and the related information pursuant to Item 18.
Item 18. Financial Statements
See pages F-1 to F-89, which are incorporated herein by reference. All schedules are omitted as the required information is inapplicable or
the information is presented in the Consolidated Financial Statements or notes thereto.
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Item 19. Exhibits
125
1.1 Articles of Incorporation of ABB Ltd as amended to date. Incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-8 filed by ABB Ltd on February 10, 2012.


2.1



Form of Amended and Restated Deposit Agreement, by and among ABB Ltd, Citibank, N.A.,
as Depositary, and the holders and beneficial owners from time to time of the American
Depositary Shares issued thereunder (including as an exhibit the form of American Depositary
Receipt). Incorporated by reference to Exhibit (a) to Form F-6EF (File No. 333-147488) filed
by ABB Ltd on November 19, 2007.


2.2



Form of American Depositary Receipt (included in Exhibit 2.1).


4.1



$2,000,000,000 Multicurrency Revolving Credit Agreement amendment, dated as of
October 26, 2012, amending the facility originally entered into, between ABB Ltd, certain
subsidiaries of ABB Ltd as borrowers, approximately 30 banks as mandated lead arrangers,
Credit Suisse, as facility agent, dollar swingline agent and euro swingline agent, and Nordea
Bank AB (publ), as SEK swingline agent.


4.2



Agreement and Plan of Merger dated as of November 29, 2010, entered into by and among
ABB Ltd, Baldor Electric Company, and Brock Acquisition Corporation, one of ABB Ltd's
subsidiaries, pursuant to which Brock Acquisition Corporation agreed to make a tender offer for
the outstanding shares of Baldor Electric Corporation. Incorporated by reference to Exhibit 2.1
to the Form 8-K filed by Baldor Electric Company with the Securities and Exchange
Commission on November 30, 2010.


4.3



Agreement and Plan of Merger dated as of January 29, 2012, entered into by and among
ABB Ltd, Thomas & Betts Corporation, and Edison Acquisition Corporation, one of ABB Ltd's
subsidiaries, pursuant to which Edison Acquisition Corporation agreed to acquire the
outstanding shares of Thomas & Betts Corporation. Incorporated by reference to Exhibit 2.1 to
the Form 8-K filed by Thomas & Betts Corporation with the Securities and Exchange
Commission on January 30, 2012.


4.4



Indenture dated as of May 8, 2012, among ABB Finance (USA) Inc., ABB and Deutsche Bank
Trust Company Americas, pursuant to which ABB has fully and unconditionally guaranteed
payment of principal, premium, if any, and interest in respect of any notes issued thereunder.
On May 8, 2012, ABB's subsidiary, ABB Finance (USA) Inc., issued $500,000,000 aggregate
principal amount of 1.625% notes due 2017. $1,250,000,000 aggregate principal amount of
2.875% notes due 2022 and $750,000,000 aggregate principal amount of 4.375% notes due
2042 under the Indenture. Incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form F-3 filed by ABB Ltd and ABB Finance (USA) Inc. on April 25, 2012


7.1



Computation of Ratio of Earnings to Fixed Charges.


8.1



Subsidiaries of ABB Ltd as of February 28, 2013.


12.1



Certification of the chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.


12.2



Certification of the chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.


13.1



Certification by the chief executive officer of ABB Ltd pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


13.2



Certification by the chief financial officer of ABB Ltd pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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126
15.1 Consent of Independent Registered Public Accounting Firm.


101



The following financial information from this Annual Report formatted in XBRL (Extensible
Business Reporting Language) includes (i) Consolidated Income Statements, (ii) Consolidated
Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated
Statements of Cash Flows, (v) Consolidated Statements of Changes in Stockholders' Equity,
(vi) Notes to the Consolidated Financial Statements, tagged as blocks of text, (vii) each
significant accounting policy within "Note 2 Significant accounting policies", tagged as a single
block of text, (viii) each table in the Notes to the Consolidated Financial Statements, tagged as a
separate block of text and, (ix) each amount in the Notes to the Consolidated Financial
Statements, tagged separately. Furnished electronically herewith.
* This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-74551.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.
Date: March 14, 2013.
127
ABB LTD





By:



/s/ ERIC ELZVIK
Name: Eric Elzvik
Title: Executive Vice President and
Chief Financial Officer





By:



/s/ RICHARD A. BROWN
Name: Richard A. Brown
Title: Group Senior Vice President and
Chief Counsel Corporate & Finance
Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
F-1
Consolidated Financial Statements:
Report of management on internal control over financial reporting F-2
Reports of Independent Registered Public Accounting Firm F-3
Consolidated Income Statements for the years ended December 31, 2012, 2011 and 2010 F-5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012,
2011 and 2010

F-6
Consolidated Balance Sheets as of December 31, 2012 and 2011 F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and
2010

F-8
Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 31, 2012, 2011 and 2010

F-9
Notes to the Consolidated Financial Statements F-10
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Report of management on internal control over financial reporting
The Board of Directors and management of ABB Ltd and its consolidated subsidiaries ("ABB") are responsible for establishing and
maintaining adequate internal control over financial reporting. ABB's internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation and fair presentation of the published Consolidated Financial
Statements in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with ABB's policies and procedures may deteriorate.
Management conducted an assessment of the effectiveness of internal control over financial reporting based on the criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on this assessment, management has concluded that ABB's internal control over financial reporting was effective as of December 31, 2012.
Ernst & Young AG, an independent registered public accounting firm, has issued an opinion on the effectiveness of ABB's internal control
over financial reporting as of December 31, 2012, which is included on page F-4 of this Annual Report.
Zurich, March 14, 2013
F-2
/s/ JOE HOGAN
Chief Executive Officer


/s/ ERIC ELZVIK
Chief Financial Officer




Table of Contents

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of ABB Ltd:
We have audited the accompanying consolidated balance sheets of ABB Ltd as of December 31, 2012 and 2011, and the related
consolidated statements of income, comprehensive income, cash flows, and changes in stockholders' equity for each of the three years in the
period ended December 31, 2012. These financial statements are the responsibility of the Company's Board of Directors and management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
ABB Ltd at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the
period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ABB Ltd's
internal control over financial reporting as of December 31, 2012, based on criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2013, expressed an
unqualified opinion thereon.
/s/ Ernst & Young AG
Zurich, Switzerland
March 14, 2013
F-3
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of ABB Ltd:
We have audited ABB Ltd's internal control over financial reporting as of December 31, 2012, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
ABB Ltd's Board of Directors and management are responsible for maintaining effective internal control over financial reporting, and
management is responsible for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Report of management on internal control over financial reporting. Our responsibility is to express an opinion on the company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, ABB Ltd maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2012
consolidated financial statements of ABB Ltd and our report dated March 14, 2013 expressed an unqualified opinion thereon.
/s/ Ernst & Young AG
Zurich, Switzerland
March 14, 2013
F-4
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ABB Ltd

Consolidated Income Statements

Year ended December 31 ($ in millions, except per share data in $)

See accompanying Notes to the Consolidated Financial Statements
F-5
2012 2011 2010
Sales of products 32,979 31,875 26,291
Sales of services 6,357 6,115 5,298

Total revenues 39,336 37,990 31,589

Cost of products (23,838 ) (22,649 ) (18,607 )
Cost of services (4,120 ) (3,907 ) (3,453 )

Total cost of sales (27,958 ) (26,556 ) (22,060 )

Gross profit 11,378 11,434 9,529
Selling, general and administrative expenses (5,756 ) (5,373 ) (4,615 )
Non-order related research and development expenses (1,464 ) (1,371 ) (1,082 )
Other income (expense), net (100 ) (23 ) (14 )

Earnings before interest and taxes 4,058 4,667 3,818
Interest and dividend income 73 90 95
Interest and other finance expense (293 ) (207 ) (173 )

Income from continuing operations before taxes 3,838 4,550 3,740
Provision for taxes (1,030 ) (1,244 ) (1,018 )







Income from continuing operations, net of tax 2,808 3,306 2,722
Income from discontinued operations, net of tax 4 9 10

Net income 2,812 3,315 2,732
Net income attributable to noncontrolling interests (108 ) (147 ) (171 )

Net income attributable to ABB 2,704 3,168 2,561







Amounts attributable to ABB shareholders:
Income from continuing operations, net of tax 2,700 3,159 2,551
Net income 2,704 3,168 2,561
Basic earnings per share attributable to ABB shareholders :
Income from continuing operations, net of tax 1.18 1.38 1.12
Net income 1.18 1.38 1.12
Diluted earnings per share attributable to ABB shareholders:
Income from continuing operations, net of tax 1.18 1.38 1.11
Net income 1.18 1.38 1.12
Weighted-average number of shares outstanding (in millions)
used to compute:
Basic earnings per share attributable to ABB shareholders 2,293 2,288 2,287
Diluted earnings per share attributable to ABB shareholders 2,295 2,291 2,291
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ABB Ltd

Consolidated Statements of Comprehensive Income

Year ended December 31 ($ in millions)

See accompanying Notes to the Consolidated Financial Statements
F-6
2012 2011 2010
Net income 2,812 3,315 2,732
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 383 (275

) 370
Available-for-sale securities:
Net unrealized gains (losses) arising during the year 3 (3 ) 13
Reclassification adjustments for net (gains) losses included in net income 1 5 (15 )

Unrealized gains (losses) on available-for-sale securities 4 2 (2 )
Pension and other postretirement plans:
Prior service costs arising during the year (36 ) (23 ) (54 )
Net actuarial gains (losses) arising during the year (601 ) (593 ) 124
Amortization of prior service costs included in net income 30 22 12
Amortization of net actuarial losses included in net income 70 44 62
Amortization of transition liability included in net income 1 1

Pension and other postretirement plan adjustments (537 ) (549 ) 145
Cash flow hedge derivatives:
Net unrealized gains (losses) arising during the year 53 (19 ) 91
Reclassification adjustments for net (gains) losses included in net income (28 ) (61 ) (19 )

Unrealized gains (losses) of cash flow hedge derivatives 25 (80 ) 72







Total other comprehensive income (loss), net of tax (125 ) (902 ) 585

Total comprehensive income, net of tax 2,687 2,413 3,317
Comprehensive income attributable to noncontrolling interests, net of tax (98

) (136

) (189

)







Total comprehensive income, net of tax, attributable to ABB 2,589 2,277 3,128







Table of Contents

ABB Ltd

Consolidated Balance Sheets

December 31 ($ in millions, except share data)

See accompanying Notes to the Consolidated Financial Statements
F-7
2012 2011
Cash and equivalents 6,875 4,819
Marketable securities and short-term investments 1,606 948
Receivables, net 11,575 10,773
Inventories, net 6,182 5,737
Prepaid expenses 311 227
Deferred taxes 869 932
Other current assets 584 351





Total current assets 28,002 23,787
Property, plant and equipment, net 5,947 4,922
Goodwill 10,226 7,269
Other intangible assets, net 3,501 2,253
Prepaid pension and other employee benefits 71 139
Investments in equity-accounted companies 213 156
Deferred taxes 334 318
Other non-current assets 776 804

Total assets 49,070 39,648





Accounts payable, trade 4,992 4,789
Billings in excess of sales 2,035 1,819
Employee and other payables 1,449 1,361
Short-term debt and current maturities of long-term debt 2,537 765
Advances from customers 1,937 1,757
Deferred taxes 270 305
Provisions for warranties 1,291 1,324
Provisions and other current liabilities 2,367 2,619
Accrued expenses 2,096 1,822

Total current liabilities 18,974 16,561
Long-term debt 7,534 3,231
Pension and other employee benefits 2,290 1,487
Deferred taxes 1,260 537
Other non-current liabilities 1,566 1,496

Total liabilities 31,624 23,312
Commitments and contingencies
Stockholders' equity:
Capital stock and additional paid-in capital (2,314,743,264 issued shares at
December 31, 2012 and 2011) 1,691 1,621
Retained earnings 18,066 16,988
Accumulated other comprehensive loss (2,523 ) (2,408 )
Treasury stock, at cost (18,793,989 and 24,332,144 shares at December 31,
2012 and 2011, respectively) (328 ) (424 )





Total ABB stockholders' equity 16,906 15,777
Noncontrolling interests 540 559

Total stockholders' equity 17,446 16,336





Total liabilities and stockholders' equity 49,070 39,648





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ABB Ltd

Consolidated Statements of Cash Flows

Year ended December 31 ($ in millions)

See accompanying Notes to the Consolidated Financial Statements
2012 2011 2010
Operating activities:
Net income 2,812 3,315 2,732
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 1,182 995 702
Pension and other employee benefits (13 ) (49 ) (51 )
Deferred taxes 64 (34 ) 151
Net gain from sale of property, plant and equipment (26 ) (47 ) (39 )
Loss (income) from equity-accounted companies (1 ) (4 ) (3 )
Other 172 111 106
Changes in operating assets and liabilities:
Trade receivables, net (310 ) (731 ) (407 )
Inventories, net 61 (600 ) (264 )
Trade payables (57 ) 213 678
Billings in excess of sales 152 150 89
Provisions, net (109 ) (391 ) (69 )
Advances from customers 181 47 (25 )
Other assets and liabilities, net (329 ) 637 597

Net cash provided by operating activities 3,779 3,612 4,197
Investing activities:
Purchases of marketable securities (available-for-sale) (2,288 ) (2,809 ) (3,391 )
Purchases of marketable securities (held-to-maturity) (65 )
Purchases of short-term investments (67 ) (142 ) (2,165 )
Purchases of property, plant and equipment and intangible assets (1,293 ) (1,021 ) (840 )
Acquisition of businesses (net of cash acquired) and changes in cost and
equity investments (3,694 ) (4,020 ) (1,313 )
Proceeds from sales of marketable securities (available-for-sale) 1,655 3,717 807
Proceeds from maturity of marketable securities (available-for-sale) 483 531
Proceeds from maturity of marketable securities (held-to-maturity) 290
Proceeds from short-term investments 27 529 3,276
Other investing activities 85 10 123

Net cash used in investing activities (5,575 ) (3,253 ) (2,747 )
Financing activities:
Net changes in debt with maturities of 90 days or less 570 450 52
Increase in debt 5,986 2,580 277
Repayment of debt (1,104 ) (2,576 ) (497 )
Purchase of shares (228 )
Delivery of shares 90 110 78
Dividends paid (1,626 ) (1,569 )
Dividends paid in the form of nominal value reduction (1,112 )
Acquisition of noncontrolling interests (9 ) (13 ) (956 )
Dividends paid to noncontrolling shareholders (121 ) (157 ) (193 )
Other financing activities (24 ) (33 ) 49







Net cash provided by (used in) financing activities 3,762 (1,208 ) (2,530 )
Effects of exchange rate changes on cash and equivalents 90 (229 ) (142 )

Net change in cash and equivalentscontinuing operations 2,056 (1,078 ) (1,222 )
Cash and equivalents, beginning of period 4,819 5,897 7,119

Cash and equivalents, end of period 6,875 4,819 5,897







Supplementary disclosure of cash flow information:
Interest paid 189 165 94
Taxes paid 1,211 1,305 884
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ABB Ltd

Consolidated Statements of Changes in Stockholders' Equity

Years ended December 31, 2012, 2011 and 2010 ($ in millions)

Accumulated other comprehensive loss


Capital
stock and

additional

paid-in
capital
Retained

earnings
Foreign
currency
translation

adjustment
Unrealized
gains
(losses)
on available-

for-sale
securities
Pension
and other
post-
retirement
plan
adjustments
Unrealized

gains
(losses)
of cash
flow hedge

derivatives
Total
accumulated
other
comprehensive

loss
Treasury

stock
Total ABB
stockholders'

equity
Non-
controlling

interests
Total
stockholders'

equity
Balance at
January 1,
2010 3,943 12,828 (1,056 ) 20 (1,068 ) 20 (2,084 ) (897 ) 13,790 683 14,473
Comprehensive
income:
Net income 2,561 2,561 171 2,732
Foreign
currency
translation
adjustments 349 349 349 21 370
Effect of
change in fair
value of
available-for-
sale
securities, net
of tax (2 ) (2 ) (2 ) (2 )
Unrecognized
income
(expense)
related to
pensions and
other
postretirement
plans, net of
tax 148 148 148 (3 ) 145
Change in
derivatives
qualifying as
cash flow
hedges, net of
tax 72 72 72 72







Total
comprehensive
income 3,128 189 3,317
Changes in
noncontrolling
interests (836 ) (836 ) (110 ) (946 )
Dividends paid
to
noncontrolling
shareholders (189 ) (189 )
Dividends paid
in the form of
nominal value
reduction (1,112 ) (1,112 ) (1,112 )
Cancellation of
shares
repurchased
under buyback
program (619 ) 619
Purchase of
shares (228 ) (228 ) (228 )
Share-based
payment
arrangements 66 66 66
Delivery of
shares 13 65 78 78
Call options (1 ) (1 ) (1 )

Balance at
December 31,
2010 1,454 15,389 (707 ) 18 (920 ) 92 (1,517 ) (441 ) 14,885 573 15,458























Comprehensive
income:
Net income 3,168 3,168 147 3,315
Foreign
currency
translation
adjustments (261 ) (261 ) (261 ) (14 ) (275 )
Effect of
change in fair
value of
available-for-
sale
securities, net
of tax 2 2 2 2
Unrecognized
income
(expense)
related to
pensions and
other
postretirement
plans, net of
tax (552 ) (552 ) (552 ) 3 (549 )
Change in
derivatives
qualifying as
cash flow
hedges, net of
tax (80 ) (80 ) (80 ) (80 )

Total
comprehensive
income 2,277 136 2,413
Changes in
noncontrolling
interests (3 ) (3 ) 7 4
Dividends paid
to
noncontrolling
shareholders (157 ) (157 )
Dividends paid (1,569 ) (1,569 ) (1,569 )
Share-based
payment
arrangements 67 67 67
Delivery of
shares 93 17 110 110
Call options (9 ) (9 ) (9 )
Replacement
options issued
in connection
with
acquisition 19 19 19























Balance at
December 31,
2011 1,621 16,988 (968 ) 20 (1,472 ) 12 (2,408 ) (424 ) 15,777 559 16,336

Comprehensive
income:
Net income 2,704 2,704 108 2,812
Foreign currency
translation
adjustments 388 388 388 (5 ) 383
Effect of
change in fair
value of
available-for-
sale
securities, net
of tax 4 4 4 4
Unrecognized
income
(expense)
related to
pensions and
other
postretirement
plans, net of
tax (532 ) (532 ) (532 ) (5 ) (537 )
Change in
derivatives
qualifying as
cash flow
hedges, net of
tax 25 25 25 25

Total
comprehensive
income 2,589 98 2,687
Changes in
noncontrolling
interests 6 6
Dividends paid
to
noncontrolling
shareholders (123 ) (123 )
Dividends paid (1,626 ) (1,626 ) (1,626 )
Share-based
payment
arrangements 60 60 60

See accompanying Notes to the Consolidated Financial Statements
F-9
Delivery of
shares (6 ) 96 90 90
Call options 10 10 10
Replacement
options issued
in connection
with
acquisition 5 5 5
Other 1 1 1























Balance at
December 31,
2012 1,691 18,066 (580 ) 24 (2,004 ) 37 (2,523 ) (328 ) 16,906 540 17,446























Table of Contents
Note 1The Company
ABB Ltd and its subsidiaries (collectively, the Company) together form a leading global company in power and automation technologies
that enable utility and industry customers to improve their performance while lowering environmental impact. The Company works with
customers to engineer and install networks, facilities and plants with particular emphasis on enhancing efficiency, reliability and productivity for
customers who generate, convert, transmit, distribute and consume energy.
The Company has a global integrated risk management process. Once a year, the board of directors of ABB Ltd performs a risk assessment
in accordance with the Company's risk management processes and discusses appropriate actions, if necessary.
Note 2Significant accounting policies
The following is a summary of significant accounting policies followed in the preparation of these Consolidated Financial Statements.
Basis of presentation
The Consolidated Financial Statements are prepared in accordance with United States of America (United States or U.S.) generally
accepted accounting principles (U.S. GAAP) and are presented in United States dollars ($ or USD) unless otherwise stated. The par value of
capital stock is denominated in Swiss francs.
Scope of consolidation
The Consolidated Financial Statements include the accounts of ABB Ltd and companies which are directly or indirectly controlled by
ABB Ltd. Additionally, the Company consolidates variable interest entities if it has determined that it is the primary beneficiary. Intercompany
accounts and transactions are eliminated. Investments in joint ventures and affiliated companies in which the Company has the ability to exercise
significant influence over operating and financial policies (generally through direct or indirect ownership of 20 percent to 50 percent of the
voting rights), are recorded in the Consolidated Financial Statements using the equity method of accounting.
Reclassifications
Certain amounts reported for prior years in the Consolidated Financial Statements and Notes have been reclassified to conform to the
current year's presentation.
Operating cycle
A portion of the Company's activities (primarily long-term construction activities) has an operating cycle that exceeds one year. For
classification of current assets and liabilities related to such activities, the Company elected to use the duration of the individual contracts as its
operating cycle. Accordingly, there are accounts receivable, inventories and provisions related to these contracts which will not be realized
within one year that have been classified as current.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that
directly affect the amounts reported in the Consolidated Financial
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Note 2Significant accounting policies (Continued)
Statements and the accompanying Notes. The most significant, difficult and subjective of such accounting assumptions and estimates include:
assumptions and projections, principally related to future material, labor and project-related overhead costs, used in determining
the percentage-of-completion on projects,

estimates of loss contingencies associated with litigation or threatened litigation and other claims and inquiries, environmental
damages, product warranties, regulatory and other proceedings,

assumptions used in the calculation of pension and postretirement benefits and the fair value of pension plan assets,

recognition and measurement of current and deferred income tax assets and liabilities (including the measurement of uncertain tax
positions),

growth rates, discount rates and other assumptions used in testing goodwill for impairment,

assumptions used in determining inventory obsolescence and net realizable value,

estimates and assumptions used in determining the fair values of assets and liabilities assumed in business combinations,

growth rates, discount rates and other assumptions used to determine impairment of long-lived assets, and

assessment of the allowance for doubtful accounts.
The actual results and outcomes may differ from the Company's estimates and assumptions.
Cash and equivalents
Cash and equivalents include highly liquid investments with maturities of three months or less at the date of acquisition.
Currency and other local regulatory limitations related to the transfer of funds exist in a number of countries where the Company operates.
Funds, other than regular dividends, fees or loan repayments, cannot be readily transferred abroad from these countries and are therefore
deposited and used for working capital needs locally. These funds are included in cash and equivalents as they are not considered restricted.
Marketable securities and short-term investments
Management determines the appropriate classification of held-to-maturity and available-for-sale securities at the time of purchase. Debt
securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-
maturity securities are stated at amortized cost, adjusted for accretion of discounts or amortization of premiums to maturity computed under the
effective interest method. Such accretion or amortization is included in "Interest and dividend income". Marketable debt securities not classified
as held-to-maturity and equity securities that have readily determinable fair values are classified as available-for-sale and reported at fair value.
Unrealized gains and losses on available-for-sale securities are excluded from the determination of earnings and are instead recognized in
the "Accumulated other comprehensive loss" component of stockholders' equity, net of tax, until realized. Realized gains and losses on
available-for-sale securities are computed based upon the historical cost of these securities, using the specific identification method.
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Note 2Significant accounting policies (Continued)
Marketable debt securities are generally classified as either "Cash and equivalents" or "Marketable securities and short-term investments"
according to their maturity at the time of acquisition.
Marketable equity securities are generally classified as "Marketable securities and short-term investments", however any marketable
securities held as a long-term investment rather than as an investment of excess liquidity, are classified as "Other non-current assets".
The Company performs a periodic review of its debt and equity securities to determine whether an other-than-temporary impairment has
occurred. Generally, when an individual security has been in an unrealized loss position for an extended period of time, the Company evaluates
whether an impairment has occurred. The evaluation is based on specific facts and circumstances at the time of assessment, which include
general market conditions, and the duration and extent to which the fair value is below cost.
If the fair value of a debt security is less than its amortized cost, then an other-than-temporary impairment for the difference is recognized if
(i) the Company has the intent to sell the security, (ii) it is more likely than not that the Company will be required to sell the security before
recovery of its amortized cost base or (iii) a credit loss exists in so far as the Company does not expect to recover the entire recognized amortized
cost of the security. Such impairment charges are generally recognized in "Interest and other finance expense". If the impairment is due to
factors other than credit losses, and the Company does not intend to sell the security and it is not more likely than not that it will be required to
sell the security before recovery of the security's amortized cost, such impairment charges are recorded in "Accumulated other comprehensive
loss".
In addition, for equity securities, the Company assesses whether the cost value will recover within the near-term and whether the Company
has the intent and ability to hold that equity security until such recovery occurs. If an other-than-temporary impairment is identified, the security
is written down to its fair value and the related losses are recognized in "Interest and other finance expense", unless the impairment relates to
equity securities classified as "Other non-current assets", in which case the impairment is reported in "Other income (expense), net".
Accounts receivable and allowance for doubtful accounts
Accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company's best estimate of the
amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off
experience and customer specific data. If an amount has not been settled within its contractual payment term then it is considered past due. The
Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectability. Information on the
management of credit risk and the methodology used to assess the creditworthiness of customers is presented in Note 7.
Account balances are charged off against the allowance when the Company believes that the amount will not be recovered.
The Company, in its normal course of business, transfers receivables without recourse to third parties. The transfer is accounted for as a sale
when the Company has surrendered control over the receivables. Control is deemed to have been surrendered when (i) the transferred receivables
have been put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership, (ii) the third-party
transferees have the right to pledge or exchange the transferred receivables, and (iii) the Company has relinquished effective control over the
transferred receivables and does not retain the ability or obligation to repurchase or redeem the transferred receivables. At the time of sale, the
sold receivables are removed from the Consolidated Balance Sheets and the related
F-12
Table of Contents
Note 2Significant accounting policies (Continued)
cash inflows are classified as operating activities in the Consolidated Statements of Cash Flows. Costs associated with the sale of receivables,
including the related gains and losses from the sales, are included in "Interest and other finance expense". Transfers of receivables that do not
meet the requirements for treatment as sales are accounted for as secured borrowings and the related cash flows are classified as financing
activities in the Consolidated Statements of Cash Flows.
Concentrations of credit risk
The Company sells a broad range of products, systems and services to a wide range of industrial, commercial and utility customers as well
as various government agencies and quasi-governmental agencies throughout the world. Concentrations of credit risk with respect to accounts
receivable are limited, as the Company's customer base is comprised of a large number of individual customers. Ongoing credit evaluations of
customers' financial positions are performed to determine whether the use of credit support instruments such as guarantees, letters of credit or
credit insurance are necessary; collateral is not generally required. The Company maintains reserves for potential credit losses as discussed
above in "Accounts receivable and allowance for doubtful accounts". Such losses, in the aggregate, are in line with the Company's expectations.
It is the Company's policy to invest cash in deposits with banks throughout the world with certain minimum credit ratings and in high
quality, low risk, liquid investments. The Company actively manages its credit risk by routinely reviewing the creditworthiness of the banks and
the investments held, as well as maintaining such investments in time deposits or other liquid investments. The Company has not incurred
significant credit losses related to such investments.
The Company's exposure to credit risk on derivative financial instruments is the risk that the counterparty will fail to meet its obligations.
To reduce this risk, the Company has credit policies that require the establishment and periodic review of credit limits for individual
counterparties. In addition, the Company has entered into close-out netting agreements with most derivative counterparties. Close-out netting
agreements provide for the termination, valuation and net settlement of some or all outstanding transactions between two counterparties on the
occurrence of one or more pre-defined trigger events. In the Consolidated Financial Statements derivative transactions are presented on a gross
basis.
Revenue recognition
The Company generally recognizes revenues for the sale of goods when persuasive evidence of an arrangement exists, delivery has
occurred, the price is fixed or determinable and collectability is reasonably assured. With regards to the sale of products, delivery is not
considered to have occurred, and therefore no revenues are recognized, until the customer has taken title to the products and assumed the risks
and rewards of ownership of the products specified in the purchase order or sales agreement. Generally, the transfer of title and risks and rewards
of ownership are governed by the contractually-defined shipping terms. The Company uses various International Commercial shipping terms (as
promulgated by the International Chamber of Commerce) in its sales of products to third-party customers, such as Ex Works (EXW), Free
Carrier (FCA) and Delivered Duty Paid (DDP). Subsequent to delivery of the products, the Company generally has no further contractual
performance obligations that would preclude revenue recognition.
Revenues under long-term construction-type contracts are generally recognized using the percentage-of-completion method of accounting.
The Company principally uses the cost-to-cost method to measure progress towards completion on contracts. Under this method, progress of
contracts is measured by actual costs incurred in relation to the Company's best estimate of total estimated costs,
F-13
Table of Contents
Note 2Significant accounting policies (Continued)
which are reviewed and updated routinely for contracts in progress. The cumulative effect of any change in estimate is recorded in the period
when the change in estimate is determined.
Short-term construction-type contracts, or long-term construction-type contracts for which reasonably dependable estimates cannot be made
or for which inherent hazards make estimates difficult, are accounted for under the completed-contract method. Revenues under the completed-
contract method are recognized upon substantial completionthat is: acceptance by the customer, compliance with performance specifications
demonstrated in a factory acceptance test or similar event.
For non construction-type contracts that contain customer acceptance provisions, revenue is deferred until customer acceptance occurs or
the Company has demonstrated the customer-specified objective criteria have been met or the contractual acceptance period has lapsed.
Revenues from service transactions are recognized as services are performed. For long-term service contracts, revenues are recognized on a
straight-line basis over the term of the contract or, if the performance pattern is other than straight-line, as the services are provided. Service
revenues reflect revenues earned from the Company's activities in providing services to customers primarily subsequent to the sale and delivery
of a product or complete system. Such revenues consist of maintenance-type contracts, field service activities that include personnel and
accompanying spare parts, and installation and commissioning of products as a stand-alone service or as part of a service contract.
Revenues for software license fees are recognized when persuasive evidence of a non-cancelable license agreement exists, delivery has
occurred, the license fee is fixed or determinable, and collection is probable. In software arrangements that include rights to multiple software
products and/or services, the total arrangement fee is allocated using the residual method. Under this method revenue is allocated to the
undelivered elements based on vendor-specific objective evidence (VSOE) of the fair value of such undelivered elements and the residual
amounts of revenue are allocated to the delivered elements. Elements included in multiple element arrangements may consist of software
products, maintenance (which includes customer support services and unspecified upgrades), hosting, and consulting services. VSOE is based on
the price generally charged when an element is sold separately or, in the case of an element not yet sold separately, the price established by
management, if it is probable that the price, once established, will not change once the element is sold separately. If VSOE does not exist for an
undelivered element, the total arrangement fee will be recognized as revenue over the life of the contract or upon delivery of the undelivered
element.
The Company offers multiple element arrangements to meet its customers' needs. These arrangements may involve the delivery of multiple
products and/or performance of services (such as installation and training) and the delivery and/or performance may occur at different points in
time or over different periods of time. Deliverables of such multiple element arrangements are evaluated to determine the unit of accounting and
if certain criteria are met, the Company allocates revenues to each unit of accounting based on its relative selling price. A hierarchy of selling
prices is used to determine the selling price of each specific deliverable that includes VSOE (if available), third-party evidence (if VSOE is not
available), or estimated selling price if neither of the first two is available. The estimated selling price reflects the Company's best estimate of
what the selling prices of elements would be if the elements were sold on a stand-alone basis. Revenue is allocated between the elements of an
arrangement consideration at the inception of the arrangement. Such arrangements generally include industry-specific performance and
termination provisions, such as in the event of substantial delays or non-delivery.
Revenues are reported net of customer rebates and similar incentives. Taxes assessed by a governmental authority that are directly imposed
on revenue-producing transactions between the
F-14
Table of Contents
Note 2Significant accounting policies (Continued)
Company and its customers, such as sales, use, value-added and some excise taxes, are excluded from revenues.
Contract loss provisions
Losses on contracts are recognized in the period when they are identified and are based upon the anticipated excess of contract costs over
the related contract revenues.
Shipping and handling costs
Shipping and handling costs are recorded as a component of cost of sales.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method, the weighted-average cost
method, or in certain circumstances (for example, where the completed-contract method of revenue recognition is used) the specific
identification method. Inventoried costs are stated at acquisition cost or actual production cost, including direct material and labor and applicable
manufacturing overheads. Adjustments to reduce the cost of inventory to its net market value are made, if required, for decreases in sales prices,
obsolescence or similar reductions in the estimated net realizable value.
Impairment of long-lived assets
Long-lived assets that are held and used are assessed for impairment when events or circumstances indicate that the carrying amount of the
asset may not be recoverable. If the asset's net carrying value exceeds the asset's net undiscounted cash flows expected to be generated over its
remaining useful life including net proceeds expected from disposition of the asset, if any, the carrying amount of the asset is reduced to its
estimated fair value. The estimated fair value is determined using a market, income and/or cost approach.
Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation and is depreciated using the straight-line method. The
estimated useful lives of the assets are generally as follows:
factories and office buildings: 30 to 40 years,

other facilities: 15 years,

machinery and equipment: 3 to 15 years,

furniture and office equipment: 3 to 8 years,

leasehold improvements are depreciated over their estimated useful life or, for operating leases, over the lease term, if shorter.
Goodwill and other intangible assets
Goodwill is reviewed for impairment annually as of October 1, or more frequently if events or circumstances indicate that the carrying
value may not be recoverable.
Goodwill is evaluated for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating
segment. For the annual impairment review in 2012, the
F-15
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Note 2Significant accounting policies (Continued)
reporting units were the same as the operating segments for Power Products, Power Systems, Discrete Automation and Motion and Low Voltage
Products, while for the Process Automation operating segment, the reporting units were determined to be one level below the operating segment.
When evaluating goodwill for impairment, the Company first performs an assessment of its reporting units to determine, based on an
evaluation of qualitative factors, if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined
to be more likely than not that the reporting unit's fair value is less than its carrying value, the two-step quantitative impairment test is performed.
The two-step quantitative impairment test calculates the fair value of each reporting unit (based on the income approach whereby the fair
value of each reporting unit is calculated based on the present value of future cash flows) and compares it to the reporting unit's carrying value. If
the carrying value of the net assets of a reporting unit exceeds the fair value of the reporting unit then the Company performs the second step of
the impairment test to determine the implied fair value of the reporting unit's goodwill. If the carrying value of the reporting unit's goodwill
exceeds its implied fair value, the Company records an impairment charge equal to the difference.
The cost of acquired intangible assets with a finite life is amortized using a method of amortization that reflects the pattern of intangible
assets' expected contributions to future cash flows. If that pattern cannot be reliably determined, the straight-line method is used. The
amortization periods range from 3 to 5 years for software and from 5 to 20 years for customer-, technology- and marketing-related intangibles.
Intangible assets with a finite life are tested for impairment upon the occurrence of certain triggering events.
Capitalized software costs
Software for internal use
Costs incurred in the application development stage until the software is substantially complete are capitalized and are amortized on a
straight-line basis over the estimated useful life of the software, typically ranging from 3 to 5 years.
Software to be sold
Costs incurred after the software has demonstrated its technological feasibility until the product is available for general release to the
customers are capitalized and amortized on a straight-line basis over the estimated life of the product. The Company periodically performs an
evaluation to determine that the unamortized cost of software to be sold does not exceed the net realizable value. If the unamortized cost of
software to be sold exceeds its net realizable value, the Company records an impairment charge equal to the difference.
Derivative financial instruments and hedging activities
The Company uses derivative financial instruments to manage currency, commodity, interest rate and equity exposures, arising from its
global operating, financing and investing activities (see Note 5).
The Company recognizes all derivatives, other than certain derivatives indexed to the Company's own stock, at fair value in the
Consolidated Balance Sheets. Derivatives that are not designated as hedging instruments are reported at fair value with derivative gains and
losses reported through earnings and classified consistent with the nature of the underlying transaction. If the derivatives are designated as a
hedge, depending on the nature of the hedge, changes in the fair value of the
F-16
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Note 2Significant accounting policies (Continued)
derivatives will either be offset against the change in fair value of the hedged item attributable to the risk being hedged through earnings (in the
case of a fair value hedge) or recognized in "Accumulated other comprehensive loss" until the hedged item is recognized in earnings (in the case
of a cash flow hedge). The ineffective portion of a derivative's change in fair value is immediately recognized in earnings consistent with the
classification of the hedged item.
Gains or losses from derivatives designated as hedging instruments in a fair value hedge are reported through earnings and classified
consistent with the nature of the underlying hedged transaction. Where derivative financial instruments have been designated as cash flow
hedges of forecasted transactions and such forecasted transactions are no longer probable of occurring, hedge accounting is discontinued and any
derivative gain or loss previously included in "Accumulated other comprehensive loss" is reclassified into earnings consistent with the nature of
the original forecasted transaction.
Certain commercial contracts may grant rights to the Company or the counterparties, or contain other provisions that are considered to be
derivatives. Such embedded derivatives are assessed at inception of the contract and depending on their characteristics, accounted for as separate
derivative instruments and shown at their fair value in the balance sheet with changes in their fair value reported in earnings consistent with the
nature of the commercial contract to which they relate.
Derivatives are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item. Cash flows from the
settlement of undesignated derivatives used to manage the risks of different underlying items on a net basis, are classified within "Net cash
provided by operating activities", as the underlying items are primarily operational in nature.
Leases
The Company leases primarily real estate and office equipment. Rental expense for operating leases is recorded on a straight-line basis over
the life of the lease term. Lease transactions where substantially all risks and rewards incident to ownership are transferred from the lessor to the
lessee are accounted for as capital leases. All other leases are accounted for as operating leases. Amounts due under capital leases are recorded as
a liability. The interest in assets acquired under capital leases is recorded as property, plant and equipment. Depreciation and amortization of
assets recorded under capital leases is included in depreciation and amortization expense.
Sale-leasebacks
The Company occasionally enters into transactions accounted for as sale-leasebacks, in which fixed assets, generally real estate and/or
equipment, are sold to a third party and then leased for use by the Company. Under certain circumstances, the necessary criteria to recognize a
sale of these assets may not occur and then the transaction is reflected as a financing transaction, with the proceeds received from the transaction
reflected as a borrowing or deposit liability. When the necessary criteria have been met to recognize a sale, gains or losses on the sale of the
assets are generally deferred and amortized over the term of the transaction, except in certain limited instances when a portion of the gain or loss
may be recognized upon inception. The lease of the asset is accounted for as either an operating lease or a capital lease, depending upon its
specific terms.
F-17
Table of Contents
Note 2Significant accounting policies (Continued)
Translation of foreign currencies and foreign exchange transactions
The functional currency for most of the Company's subsidiaries is the applicable local currency. The translation from the applicable
functional currencies into the Company's reporting currency is performed for balance sheet accounts using exchange rates in effect at the balance
sheet date and for income statement accounts using average exchange rates prevailing during the year. The resulting translation adjustments are
excluded from the determination of earnings and are recognized in "Accumulated other comprehensive loss" until the subsidiary is sold,
substantially liquidated or evaluated for impairment in anticipation of disposal.
Foreign currency exchange gains and losses, such as those resulting from foreign currency denominated receivables or payables, are
included in the determination of earnings, except as they relate to intercompany loans that are equity-like in nature with no reasonable
expectation of repayment, which are recognized in "Accumulated other comprehensive loss". Exchange gains and losses recognized in earnings
are included in "Total revenues", "Total cost of sales", "Selling, general and administrative expenses" or "Interest and other finance expense"
consistent with the nature of the underlying item.
Income taxes
The Company uses the asset and liability method to account for deferred taxes. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities. Deferred tax assets and
liabilities are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The
Company records a deferred tax asset when it determines that it is more likely than not that the deduction will be sustained based upon the
deduction's technical merit. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be
realized.
Deferred taxes are provided on unredeemed retained earnings of the Company's subsidiaries. However, deferred taxes are not provided on
such unredeemed retained earnings to the extent it is expected that the earnings are permanently reinvested. Such earnings may become taxable
upon the sale or liquidation of these subsidiaries or upon the remittance of dividends.
The Company operates in numerous tax jurisdictions and, as a result, is regularly subject to audit by tax authorities. The Company provides
for tax contingencies whenever it is deemed more likely than not that a tax asset has been impaired or a tax liability has been incurred for events
such as tax claims or changes in tax laws. Contingency provisions are recorded based on the technical merits of the Company's filing position,
considering the applicable tax laws and Organisation for Economic Co-operation and Development (OECD) guidelines and are based on its
evaluations of the facts and circumstances as of the end of each reporting period. Changes in the facts and circumstances could result in a
material change to the tax accruals.
The Company applies a two-step approach to recognize and measure uncertainty in income taxes. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the
largest amount which is more than 50 percent likely of being realized upon ultimate settlement.
Expense related to tax penalties is classified in the Consolidated Income Statements as "Provision for taxes", while interest thereon is
classified as "Interest and other finance expense".
F-18
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Note 2Significant accounting policies (Continued)
Research and development
Research and development costs not related to specific customer orders are generally expensed as incurred.
Earnings per share
Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year. Diluted
earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year, assuming that all
potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise: outstanding written call options, outstanding
options and shares granted subject to certain conditions under the Company's share-based payment arrangements. See further discussion related
to earnings per share in Note 20 and of potentially dilutive securities in Note 18.
Share-based payment arrangements
The Company has various share-based payment arrangements for its employees, which are described more fully in Note 18. Such
arrangements are accounted for under the fair value method. For awards that are equity-settled, total compensation is measured at grant date,
based on the fair value of the award at that date, and recorded in earnings over the period the employees are required to render service. For
awards that are cash-settled, compensation is initially measured at grant date and subsequently remeasured at each reporting period, based on the
fair value and vesting percentage of the award at each of those dates, with changes in the liability recorded in earnings.
Fair value measures
The Company uses fair value measurement principles to record certain financial assets and liabilities on a recurring basis and, when
necessary, to record certain non-financial assets at fair value on a non-recurring basis, as well as to determine fair value disclosures for certain
financial instruments carried at amortized cost in the financial statements. Financial assets and liabilities recorded at fair value on a recurring
basis include foreign currency, commodity and interest rate derivatives, as well as cash-settled call options and available-for-sale securities. Non-
financial assets recorded at fair value on a non-recurring basis include long-lived assets that are reduced to their estimated fair value due to
impairments.
Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. In determining fair value, the Company uses various valuation techniques including the market approach
(using observable market data for identical or similar assets and liabilities), the income approach (discounted cash flow models) and the cost
approach (using costs a market participant would incur to develop a comparable asset). Inputs used to determine the fair value of assets and
liabilities are defined by a three-level hierarchy, depending on the reliability of those inputs. The Company has categorized its financial assets
and liabilities and non-financial assets measured at fair value within this hierarchy based on whether the inputs to the valuation technique are
observable or unobservable. An observable input is based on market data obtained from independent sources, while an unobservable input
reflects the Company's assumptions about market data.
F-19
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Note 2Significant accounting policies (Continued)
The levels of the fair value hierarchy are as follows:
Whenever quoted prices involve bid-ask spreads, the Company ordinarily determines fair values based on mid-market quotes. However, for
the purposes of determining the fair value of cash-settled call options serving as hedges of the Company's management incentive plan (MIP), bid
prices are used.
When determining fair values based on quoted prices in an active market, the Company considers if the level of transaction activity for the
financial instrument has significantly decreased, or would not be considered orderly. In such cases, the resulting changes in valuation techniques
would be disclosed. If the market is considered disorderly or if quoted prices are not available, the Company is required to use another valuation
technique, such as an income approach.
Disclosures about the Company's fair value measurements of assets and liabilities are included in Note 6.
Contingencies and asset retirement obligations
The Company is subject to proceedings, litigation or threatened litigation and other claims and inquiries, related to environmental, labor,
product, regulatory, tax (other than income tax) and other matters, and is required to assess the likelihood of any adverse judgments or outcomes
to these matters, as well as potential ranges of probable losses. A determination of the provision required, if any, for these contingencies is made
after analysis of each individual issue, often with assistance from both internal and external legal counsel and technical experts. The required
amount of a provision for a contingency of any type may change in the future due to new developments in the particular matter, including
changes in the approach to its resolution.
The Company records a provision for its contingent obligations when it is probable that a loss will be incurred and the amount can be
reasonably estimated. Any such provision is generally recognized on
F-20
Level 1: Valuation inputs consist of quoted prices in an active market for identical assets or liabilities (observable quoted prices). Assets and
liabilities valued using Level 1 inputs include exchange-traded equity securities, listed derivatives which are actively traded such as
commodity futures, interest rate futures and certain actively traded debt securities.

Level 2:



Valuation inputs consist of observable inputs (other than Level 1 inputs) such as actively quoted prices for similar assets, quoted
prices in inactive markets and inputs other than quoted prices such as interest rate yield curves, credit spreads, or inputs derived from
other observable data by interpolation, correlation, regression or other means. The adjustments applied to quoted prices or the inputs
used in valuation models may be both observable and unobservable. In these cases, the fair value measurement is classified as Level 2
unless the unobservable portion of the adjustment or the unobservable input to the valuation model is significant, in which case the
fair value measurement would be classified as Level 3. Assets and liabilities valued using Level 2 inputs include investments in
certain funds, certain debt securities that are not actively traded, interest rate swaps, commodity swaps, cash-settled call options, as
well as foreign exchange forward contracts and foreign exchange swaps as well as financing receivables and debt.

Level 3:



Valuation inputs are based on the Company's assumptions of relevant market data (unobservable input). The impairments of certain
equity-method investments were calculated using Level 3 inputs.
Table of Contents
Note 2Significant accounting policies (Continued)
an undiscounted basis using the Company's best estimate of the amount of loss incurred or at the lower end of an estimated range when a single
best estimate is not determinable. In some cases, the Company may be able to recover a portion of the costs relating to these obligations from
insurers or other third parties; however, the Company records such amounts only when it is probable that they will be collected.
The Company provides for anticipated costs for warranties when it recognizes revenues on the related products or contracts. Warranty costs
include calculated costs arising from imperfections in design, material and workmanship in the Company's products. The Company makes
individual assessments on contracts with risks resulting from order-specific conditions or guarantees and assessments on an overall, statistical
basis for similar products sold in larger quantities.
The Company may have a legal obligation to perform environmental clean-up activities as a result of the normal operation of its business or
have other asset retirement obligations. In some cases, the timing or the method of settlement, or both, are conditional upon a future event that
may or may not be within the control of the Company, but the underlying obligation itself is unconditional and certain. The Company recognizes
a provision for these and other asset retirement obligations when a liability for the retirement or clean-up activity has been incurred and a
reasonable estimate of its fair value can be made. Asset retirement provisions are initially recognized at fair value, and subsequently adjusted for
accrued interest and changes in estimates. Provisions for environmental obligations are not discounted to their present value when the timing of
payments cannot be reasonably estimated.
Pensions and other postretirement benefits
The Company has a number of defined benefit pension and other postretirement plans. The Company recognizes an asset for such a plan's
overfunded status or a liability for such a plan's underfunded status in its Consolidated Balance Sheets. Additionally, the Company measures
such a plan's assets and obligations that determine its funded status as of the end of the year and recognizes the changes in the funded status in
the year in which the changes occur. Those changes are reported in "Accumulated other comprehensive loss" and as a separate component of
stockholders' equity.
The Company uses actuarial valuations to determine its pension and postretirement benefit costs and credits. The amounts calculated
depend on a variety of key assumptions, including discount rates and expected return on plan assets. Current market conditions are considered in
selecting these assumptions.
The Company's various pension plan assets are assigned to their respective levels in the fair value hierarchy in accordance with the
valuation principles described in the "Fair value measures" section above.
See Note 17 for further discussion of the Company's employee benefit plans.
Business combinations
Assets acquired and liabilities assumed in business combinations are accounted for using the acquisition method and recorded at their
respective fair values. Contingent consideration is recorded at fair value as an element of purchase price with subsequent adjustments recognized
in income.
Identifiable intangibles consist of intellectual property such as trademarks and trade names, customer relationships, patented and unpatented
technology, in-process research and development, order backlog and capitalized software; these are amortized over their estimated useful lives.
Such intangibles are subsequently subject to evaluation for potential impairment if events or circumstances
F-21
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Note 2Significant accounting policies (Continued)
indicate the carrying amount may not be recoverable. See the "Goodwill and other intangible assets" section above. Acquisition-related costs are
recognized separately from the acquisition and expensed as incurred. Restructuring costs are generally expensed in periods subsequent to the
acquisition date. Upon gaining control of an entity in which an equity method or cost basis investment was held by the Company, the carrying
value of that investment is adjusted to fair value with the related gain or loss recorded in income.
Deferred tax assets and liabilities based on temporary differences between the financial reporting and the tax base of assets and liabilities as
well as uncertain tax positions and valuation allowances on acquired deferred tax assets assumed in connection with a business combination are
initially estimated as of the acquisition date based on facts and circumstances that existed at the acquisition date. These estimates are subject to
change within the measurement period (a period of up to 12 months after the acquisition date during which the acquirer may adjust the
provisional acquisition amounts) with any adjustments to the preliminary estimates being recorded to goodwill. Changes in deferred taxes,
uncertain tax positions and valuation allowances on acquired deferred tax assets that occur after the measurement period are recognized in
income.
New accounting pronouncements
Applicable in current period
Amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs
As of January 2012, the Company adopted an accounting standard update which provides guidance that results in common fair value
measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. These amendments change the
wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value
measurements. For many of the requirements, the amendments in this update are not intended to result in a change in the application of the
requirements of U.S. GAAP. Some of the amendments clarify the application of existing fair value measurement requirements, while other
amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.
The adoption of this update did not have a significant impact on the Consolidated Financial Statements.
Presentation of comprehensive income
As of January 2012, the Company adopted two accounting standard updates regarding the presentation of comprehensive income. Under the
updates, the Company is required to present each component of net income along with total net income, each component of other comprehensive
income along with a total for other comprehensive income and a total amount for comprehensive income either in a single continuous statement
of comprehensive income or in two separate but consecutive statements. These updates are effective retrospectively and resulted in the Company
presenting two separate but consecutive statements. See Note 21 for the income tax expense or benefit related to each component of other
comprehensive income.
Testing goodwill for impairment
As of January 2012, the Company adopted an accounting standard update regarding the testing of goodwill for impairment under which the
Company has elected the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative
goodwill impairment
F-22
Table of Contents
Note 2Significant accounting policies (Continued)
test. Consequently, the Company is not required to calculate the fair value of a reporting unit unless it determines, based on the qualitative
assessment, that it is more likely than not that the reporting unit's fair value is less than its carrying amount. The adoption of this update did not
have a significant impact on the Consolidated Financial Statements.
Applicable for future periods
Disclosures about offsetting assets and liabilities
In December 2011, an accounting standard update was issued regarding disclosures about amounts of certain financial and derivative
instruments recognized in the statement of financial position that are either (i) offset or (ii) subject to an enforceable master netting arrangement
or similar agreement, irrespective of whether they are offset. The scope of the update, as clarified by an update in January 2013, covers
derivatives (including bifurcated embedded derivatives), repurchase agreements and reverse repurchase agreements, and securities borrowing
and securities lending arrangements. This update is effective for the Company for annual and interim periods beginning January 1, 2013, and is
applicable retrospectively. The Company does not expect that this update will have a significant impact on its Consolidated Financial
Statements.
Reporting of amounts reclassified out of accumulated other comprehensive income
In February 2013, an accounting standard update was issued regarding the presentation of amounts reclassified out of accumulated other
comprehensive income. Under the update, the Company is required to present, either in a single note or parenthetically on the face of the
financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective income statement line
item (if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the reporting period). If a
component is not required to be reclassified to net income in its entirety, the Company would instead cross-reference to other U.S. GAAP
required disclosures that provide additional information about the amounts. This update is effective for the Company for annual and interim
periods beginning January 1, 2013, and is applicable prospectively. The Company does not expect that this update will have a significant impact
on its Consolidated Financial Statements.
Parent's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign
entity or of an investment in a foreign entity
In March 2013, an accounting standard update was issued regarding the release of cumulative translation adjustments of a parent when it
ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity (for the Company, a
foreign entity is an entity having a functional currency other than U.S. dollars). Under the update, the Company would recognize cumulative
translation adjustments in net income when it ceases to have a controlling financial interest in a subsidiary or group of assets within a
consolidated foreign entity and if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which
the subsidiary or group of assets had resided. For foreign equity-accounted companies, a pro rata portion of the cumulative translation
adjustment would be recognized in net income upon a partial sale of the equity-accounted company. This update is effective for the Company for
annual and interim periods beginning January 1, 2014, and is applicable prospectively. The impact of this update on the Consolidated Financial
Statements is dependent on future transactions resulting in derecognition of foreign assets, subsidiaries or foreign equity-accounted companies
completed on or after adoption.
F-23
Table of Contents
Note 3Acquisitions and increases in controlling interests
Acquisitions
Acquisitions were as follows:
In the table above, the "Acquisitions" and "Aggregate excess of purchase price over fair value of net assets acquired" amounts for 2012
relate primarily to the acquisition of Thomas & Betts Corporation (Thomas & Betts). For 2011, these amounts relate mainly to the acquisitions
of Baldor Electric Corporation (Baldor) and EAM Software Holdings Pty Ltd (Mincom), while for 2010, these amounts relate primarily to the
acquisition of the Ventyx group (Ventyx).
Acquisitions of controlling interests have been accounted for under the acquisition method and have been included in the Company's
Consolidated Financial Statements since the date of acquisition.
While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and
liabilities assumed at the acquisition date, the purchase price allocation for acquisitions is preliminary for up to 12 months after the acquisition
date and is subject to refinement as more detailed analyses are completed and additional information about the fair values of the assets and
liabilities becomes available.
On May 16, 2012, the Company acquired all outstanding shares of Thomas & Betts for $72 per share in cash. The resulting cash outflows
for the Company amounted to $3,700 million, representing $3,282 million for the purchase of the shares (net of cash acquired of $521 million),
$94 million related to cash settlement of Thomas & Betts options held at acquisition date and $324 million for the repayment of debt assumed
upon acquisition. Thomas & Betts designs, manufactures and markets components used to manage the connection, distribution, transmission and
reliability of electrical power in industrial, construction and utility applications. The acquisition of Thomas & Betts supports the Company's
strategy of expanding its Low Voltage Products operating segment into new geographies, sectors and products, and consequently the goodwill
acquired represents the future benefits associated with the expansion of market access and product scope.
F-24
($ in millions, except number of acquired businesses) 2012 2011 2010
Acquisitions (net of cash acquired)
(1)
3,643 3,805 1,275
Aggregate excess of purchase price over fair value of
net assets acquired
(2)
2,895 3,261 1,091
Number of acquired businesses 9 10 9
(1) Excluding changes in cost and equity investments but including $5 million in 2012 and $19 million in 2011, representing the fair value of replacement
vested stock options issued to Thomas & Betts and Baldor employees, respectively, at the corresponding acquisition dates.

(2) Recorded as goodwill (see Note 11).
Table of Contents
Note 3Acquisitions and increases in controlling interests (Continued)
The aggregate preliminary allocation of the purchase consideration for business acquisitions in 2012 is as follows:
(3) Cash acquired in the Thomas & Betts acquisition totaled $521 million. Additional consideration for the Thomas & Betts acquisition included $94 million related to the cash
settlement of stock options held by Thomas & Betts employees at the acquisition date and $5 million representing the fair value of replacement vested stock options issued to
Thomas & Betts employees at the acquisition date. The fair value of these stock options was estimated using a Black-Scholes model.
The preliminary estimated fair values of the assets acquired and liabilities assumed for business combinations in 2012 are based on
preliminary calculations and valuations, and facts and circumstances that existed at the respective acquisition dates. The Company's estimates
and assumptions are subject to change during the measurement periods of those acquisitions. The area where preliminary estimates are not yet
finalized primarily relates to certain deferred tax liabilities.
The Company's Consolidated Income Statement for 2012 includes total revenues of $1,541 million and a net loss (including acquisition-
related charges) of $10 million in respect of Thomas & Betts since the date of acquisition.
The unaudited pro forma financial information in the table below summarizes the combined pro forma results of the Company and
Thomas & Betts for 2012 and 2011, as if Thomas & Betts had been acquired on January 1, 2011.
The unaudited pro forma results above include certain adjustments related to the Thomas & Betts acquisition. The table below summarizes
the adjustments necessary to present the pro forma financial
F-25

Allocated amounts

Weighted-
average
useful life
($ in millions)
Thomas &
Betts Other Total Thomas & Betts
Customer relationships 1,169 18 1,187 18 years
Technology 179 43 222 5 years
Trade names 155 6 161 10 years
Order backlog 12 1 13 7.5 months

Intangible assets 1,515 68 1,583 15 years
Fixed assets 458 25 483
Debt acquired (619 ) (619 )
Deferred tax liabilities (1,080 ) (24 ) (1,104 )
Inventories 300 38 338
Other assets and liabilities, net
(1)
84 (17 ) 67
Goodwill
(2)
2,723 172 2,895

Total consideration (net of cash acquired)
(3)
3,381 262 3,643







(1) Gross receivables from the Thomas & Betts acquisition totaled $387 million; the fair value of which was $344 million after rebates and allowance for estimated
uncollectable receivables.

(2) The Company does not expect the majority of goodwill recognized to be deductible for income tax purposes.
($ in millions) 2012 2011
Total revenues 40,251 40,288
Income from continuing operations, net of tax 2,923 3,381
Table of Contents
Note 3Acquisitions and increases in controlling interests (Continued)
information of the Company and Thomas & Betts combined, as if Thomas & Betts had been acquired on January 1, 2011.
The pro forma results are for information purposes only and do not include any anticipated cost synergies or other effects of the planned
integration of Thomas & Betts. Accordingly, such pro forma amounts are not necessarily indicative of the results that would have occurred had
the acquisition been completed on the date indicated, nor are they indicative of the future operating results of the combined company.
On January 26, 2011, the Company acquired 83.25 percent of the outstanding shares of Baldor for $63.50 per share in cash. On January 27,
2011, the Company exercised its top-up option contained in the merger agreement, bringing its shareholding in Baldor to 91.6 percent, allowing
the Company to complete a short-form merger under Missouri, United States, law. On the same date, the Company completed the purchase of
the remaining 8.4 percent of outstanding shares. The resulting cash outflows for the Company amounted to $4,276 million, representing
$2,966 million for the purchase of the shares (net of cash acquired), $70 million related to cash settlement of Baldor options held at acquisition
date and $1,240 million for the repayment of debt assumed upon acquisition. Baldor markets, designs and manufactures industrial electric
motors, mechanical power transmission products, drives and generators.
F-26

Adjustments

($ in millions)
2012

2011

Impact on cost of sales from additional amortization of intangible
assets (excluding order backlog capitalized upon acquisition) (26 ) (69 )
Impact on cost of sales from amortization of order backlog
capitalized upon acquisition 12 (12 )
Impact on cost of sales from fair valuing acquired inventory 31 (31 )
Impact on cost of sales from additional depreciation of fixed assets (12 ) (33 )
Interest expense on Thomas & Betts debt 5 21
Impact on selling, general and administrative expenses from
Thomas & Betts stock-option plans 16
Impact on selling, general and administrative expenses from
acquisition-related costs 56 (20 )
Impact on interest and other finance expense from bridging facility
costs 13
Other (5 ) (15 )
Income taxes (7 ) 44

Total pro forma adjustments 83 (115 )





Table of Contents
Note 3Acquisitions and increases in controlling interests (Continued)
The final allocation of the purchase consideration for the Baldor acquisition in 2011 is as follows:
The Company's Consolidated Income Statement for 2011 includes total revenues of $1,950 million and net income (including acquisition-
related charges) of $155 million in respect of Baldor since the date of acquisition.
The unaudited pro forma financial information in the table below summarizes the combined pro forma results of the Company and Baldor
for 2011 and 2010, as if Baldor had been acquired on January 1, 2010.
F-27
($ in millions) Allocated amounts
Weighted-average
useful life
Customer relationships 996 19 years
Technology 259 7 years
Trade name 121 10 years
Order backlog 15 2 months
Other intangible assets 15 5 years

Intangible assets 1,406 16 years
Fixed assets 382
Debt acquired (1,241 )
Deferred tax liabilities (693 )
Inventories 422
Other assets and liabilities, net
(1)
51
Goodwill
(2)
2,728

Total consideration (net of cash acquired)
(3)
3,055



(1) Gross receivables from the acquisition totaled $266 million; the fair value of which was $263 million after allowance for estimated uncollectable
receivables.

(2) The goodwill recognized is not deductible for income tax purposes.

(3) Cash acquired in the acquisition totaled $48 million. Additional consideration included $70 million related to the cash settlement of stock options held by
Baldor employees at the acquisition date and $19 million representing the fair value of replacement vested stock options issued to Baldor employees at
the acquisition date. The fair value of these stock options was estimated using a Black-Scholes model.
($ in millions)
2011

2010

Total revenues 38,100 33,310
Income from continuing operations, net of tax 3,391 2,726
Table of Contents
Note 3Acquisitions and increases in controlling interests (Continued)
The unaudited pro forma results above include certain adjustments related to the Baldor acquisition. The table below summarizes the
adjustments necessary to present the pro forma financial information of the combined entity as if Baldor had been acquired on January 1, 2010.
The pro forma results are for information purposes only and do not include any anticipated cost synergies or other effects of the integration
of Baldor. Accordingly, such pro forma amounts are not necessarily indicative of the results that would have occurred had the acquisition been
completed on the date indicated, nor are they indicative of the future operating results of the combined company.
The aggregate allocation of the purchase consideration for other business acquisitions in 2011, excluding Baldor, was as follows:
On June 1, 2010, the Company acquired all of the shares of Ventyx Inc., Ventyx Software Inc. and Ventyx Dutch Holding B.V.,
representing substantially all of the revenues, assets and liabilities of the
F-28

Adjustments

($ in millions)
2011

2010

Impact on cost of sales from additional amortization of intangible
assets (excluding order backlog capitalized upon acquisition) (7 ) (91 )
Impact on cost of sales from amortization of order backlog
capitalized upon acquisition 15 (15 )
Impact on cost of sales from fair valuing acquired inventory 57 (57 )
Interest expense on Baldor's debt 11 106
Baldor stock-option plans 66
Impact on selling, general and administrative expenses from
acquisition-related costs 64 (24 )
Other (23 )
Income taxes (65 ) 26





Total pro forma adjustments 141 (78 )





($ in millions)
Allocated amounts
(1)

Customer relationships 220
Technology 156
Trade names 32
Order backlog 36
Other intangible assets 3

Intangible assets 447
Fixed assets 40
Debt acquired (202 )
Deferred tax liabilities (99 )
Inventories 35
Other assets and liabilities, net (4 )
Goodwill 533

Total consideration (net of cash acquired) 750



(1) The allocated amounts primarily relate to the acquisitions of Mincom, PGC Powergen Consulting SA (Trasfor) and AB Lorentzen & Wettre.
Table of Contents
Note 3Acquisitions and increases in controlling interests (Continued)
Ventyx group. Ventyx provides software solutions to global energy, utility, communications and other asset-intensive businesses and was
integrated into the Power Systems operating segment.
The aggregate purchase price of business acquisitions in 2010, settled in cash, has been allocated as follows:
Increase in controlling interests in India
In 2010, the Company increased its ownership interest in ABB Limited, India (its publicly-listed subsidiary in India) from approximately
52 percent to 75 percent. Cash paid in 2010, including transaction costs, amounted to $956 million. The offer of 900 rupees per share resulted in
a charge to "Capital stock and additional paid-in capital" of $838 million, including expenses related to the transaction.
Note 4Cash and equivalents and marketable securities
Current Assets
Cash and equivalents and marketable securities and short-term investments consisted of the following:
F-29
($ in millions)
Allocated
amounts
Weighted-average
useful life
Intangible assets
(1)
356 8 years
Deferred tax liabilities (147 )
Other assets and liabilities, net
(2)
(25 )
Goodwill
(3)
1,091



Total
(4)
1,275



(1) Includes mainly capitalized software for sale and customer relationships.

(2) Including debt assumed upon acquisition.

(3) Goodwill recognized is not deductible for income tax purposes.

(4) Primarily relates to the acquisition of Ventyx.
December 31, 2012
($ in millions)
Cost basis

Gross
unrealized
gains

Gross
unrealized
losses

Fair value

Cash and
equivalents

Marketable
securities
and
short-term
investments

Cash 2,784 2,784 2,784
Time deposits 3,993 3,993 3,963 30
Other short-term
investments 15 15 15
Debt securities
available-for-sale:
U.S. government
obligations 152 8 (1 ) 159 159
Other government
obligations 3 3 3
Corporate 236 9 245 128 117
Equity securities
available-for-sale 1,271 12 (1 ) 1,282 1,282

Total 8,454 29 (2 ) 8,481 6,875 1,606













Table of Contents
Note 4Cash and equivalents and marketable securities (Continued)

Non-current assets
The Company also holds shares in a publicly-traded company which are classified as available-for-sale equity securities and recorded in
"Other non-current assets". At December 31, 2012 and 2011, other-than-temporary impairments were recognized on these securities but were not
significant.
In addition, certain held-to-maturity marketable securities (pledged in respect of a certain non-current deposit liability) are recorded in
"Other non-current assets". At December 31, 2012, the amortized cost, gross unrecognized gain and fair value (based on quoted market prices) of
these securities were $97 million, $27 million and $124 million, respectively. At December 31, 2011, the amortized cost, gross unrecognized
gain and fair value (based on quoted market prices) of these securities were $92 million, $28 million and $120 million, respectively.
Gains, losses and contractual maturities
Gross realized gains (reclassified from accumulated other comprehensive loss to income) on available-for-sale securities were $3 million,
$8 million and $16 million in 2012, 2011 and 2010, respectively. Gross realized losses (reclassified from accumulated other comprehensive loss
to income) on available-for-sale securities were not significant in 2012, 2011 and 2010. Such gains and losses were included in "Interest and
other finance expense".
In 2012 and 2011, other-than-temporary impairments recognized on available-for-sale equity securities were not significant. There was no
other-than-temporary impairment in 2010.
At December 31, 2012, 2011 and 2010, gross unrealized losses on available-for-sale securities that have been in a continuous unrealized
loss position were not significant and the Company does not intend and does not expect to be required to sell these securities before the recovery
of their amortized cost.
There were no sales of held-to-maturity securities in 2012, 2011 and 2010.
F-30
December 31, 2011
($ in millions) Cost basis
Gross
unrealized
gains
Gross
unrealized
losses Fair value
Cash and
equivalents
Marketable
securities
and
short-term
investments
Cash 1,655 1,655 1,655
Time deposits 2,986 2,986 2,984 2
Debt securities
available-for-sale:
U.S. government
obligations 753 8 761 761
Other government
obligations 3 3 3
Corporate 298 8 (1 ) 305 180 125
Equity securities
available-for-sale 50 10 (3 ) 57 57

Total 5,745 26 (4 ) 5,767 4,819 948













Table of Contents
Note 4Cash and equivalents and marketable securities (Continued)
Contractual maturities of debt securities consisted of the following:
At December 31, 2012 and 2011, the Company pledged $96 million and $90 million, respectively, of available-for-sale marketable
securities as collateral for issued letters of credit and other security arrangements.
Note 5Financial instruments
The Company is exposed to certain currency, commodity, interest rate and equity risks arising from its global operating, financing and
investing activities. The Company uses derivative instruments to reduce and manage the economic impact of these exposures.
Currency risk
Due to the global nature of the Company's operations, many of its subsidiaries are exposed to currency risk in their operating activities from
entering into transactions in currencies other than their functional currency. To manage such currency risks, the Company's policies require the
subsidiaries to hedge their foreign currency exposures from binding sales and purchase contracts denominated in foreign currencies. For
forecasted foreign currency denominated sales of standard products and the related foreign currency denominated purchases, the Company's
policy is to hedge up to a maximum of 100 percent of the forecasted foreign currency denominated exposure, depending on the length of the
forecasted exposures. Forecasted exposures greater than 12 months are not hedged. Forward foreign exchange contracts are the main instrument
used to protect the Company against the volatility of future cash flows (caused by changes in exchange rates) of contracted and forecasted sales
and purchases denominated in foreign currencies. In addition, within its treasury operations, the Company primarily uses foreign exchange
swaps and forward foreign exchange contracts to manage the currency and timing mismatches arising in its liquidity management activities.
Commodity risk
Various commodity products are used in the Company's manufacturing activities. Consequently it is exposed to volatility in future cash
flows arising from changes in commodity prices. To manage the price risk of commodities other than electricity, the Company's policies require
that the subsidiaries hedge the commodity price risk exposures from binding contracts, as well as at least 50 percent (up to a maximum of
100 percent) of the forecasted commodity exposure over the next 12 months or longer (up to a maximum of 18 months). In certain locations
where the price of electricity is hedged, up to a maximum of 90 percent of the forecasted electricity needs, depending on the length of the
forecasted exposures, is hedged. Swap and futures contracts are used to manage the associated price risks of commodities.
F-31

December 31, 2012


Available-for-sale

Held-to-maturity

($ in millions)
Cost basis

Fair value

Cost basis

Fair value

Less than one year 128 128
One to five years 200 210 41 48
Six to ten years 63 69 56 76

Total 391 407 97 124









Table of Contents
Note 5Financial instruments (Continued)
Interest rate risk
The Company has issued bonds at fixed rates. Interest rate swaps are used to manage the interest rate risk associated with certain debt. In
addition, from time to time, the Company uses instruments such as interest rate swaps, interest rate futures, bond futures or forward rate
agreements to manage interest rate risk arising from the Company's balance sheet structure but does not designate such instruments as hedges.
Equity risk
The Company is exposed to fluctuations in the fair value of its warrant appreciation rights (WARs) issued under its MIP. A WAR gives its
holder the right to receive cash equal to the market price of an equivalent listed warrant on the date of exercise. To eliminate such risk, the
Company has purchased cash-settled call options which entitle the Company to receive amounts equivalent to its obligations under the
outstanding WARs.
In general, while the Company's primary objective in its use of derivatives is to minimize exposures arising from its business, certain
derivatives are designated and qualify for hedge accounting treatment while others either are not designated or do not qualify for hedge
accounting.
Volume of derivative activity
Foreign exchange and interest rate derivatives:
The gross notional amounts of outstanding foreign exchange and interest rate derivatives (whether designated as hedges or not) were as
follows:
Derivative commodity contracts:
The following table shows the notional amounts of outstanding commodity derivatives (whether designated as hedges or not), on a net
basis, to reflect the Company's requirements in the various commodities:
F-32

Total notional amounts at
December 31,
Type of derivative
($ in millions) 2012 2011 2010
Foreign exchange contracts 19,724 16,503 16,971
Embedded foreign exchange derivatives 3,572 3,439 2,891
Interest rate contracts 3,983 5,535 2,357

Total notional amounts at
December 31,
Type of derivative Unit 2012 2011 2010
Copper swaps metric tonnes 45,222 38,414 20,977
Aluminum swaps metric tonnes 5,495 5,068 3,050
Nickel swaps metric tonnes 21 18 36
Lead swaps metric tonnes 13,025 13,325 9,525
Zinc swaps metric tonnes 225 125
Silver swaps ounces 1,415,322 1,981,646
Electricity futures megawatt hours 334,445 326,960 363,340
Crude oil swaps barrels 135,471 113,397 121,979
Table of Contents
Note 5Financial instruments (Continued)
Equity derivatives:
At December 31, 2012, 2011 and 2010, the Company held 67 million, 61 million and 58 million cash-settled call options on ABB Ltd
shares with a total fair value of $26 million, $21 million and $45 million, respectively.
Cash flow hedges
As noted above, the Company mainly uses forward foreign exchange contracts to manage the foreign exchange risk of its operations,
commodity swaps to manage its commodity risks and cash-settled call options to hedge its WAR liabilities. Where such instruments are
designated and qualify as cash flow hedges, the effective portion of the changes in their fair value is recorded in "Accumulated other
comprehensive loss" and subsequently reclassified into earnings in the same line item and in the same period as the underlying hedged
transaction affects earnings. Any ineffectiveness in the hedge relationship, or hedge component excluded from the assessment of effectiveness, is
recognized in earnings during the current period.
At December 31, 2012, 2011 and 2010, "Accumulated other comprehensive loss" included net unrealized gains of $37 million, $12 million
and $92 million, respectively, net of tax, on derivatives designated as cash flow hedges. Of the amount at December 31, 2012, net gains of
$31 million are expected to be reclassified to earnings in 2013. At December 31, 2012, the longest maturity of a derivative classified as a cash
flow hedge was 78 months.
In 2012, 2011 and 2010, the amounts of gains or losses, net of tax, reclassified into earnings due to the discontinuance of cash flow hedge
accounting and recognized in earnings due to ineffectiveness in cash flow hedge relationships were not significant.
The pre-tax effects of derivative instruments, designated and qualifying as cash flow hedges, on "Accumulated other comprehensive loss"
and the Consolidated Income Statements were as follows:
F-33
2012


Gains (losses)
recognized in
OCI
(1)
on

derivatives
(effective
portion)


Gains (losses) reclassified from
OCI
(1)
into income (effective
portion)

Gains (losses) recognized in
income
(ineffective portion and amount
excluded from effectiveness
testing)

Type of derivative designated
as a cash flow hedge

($ in millions)

($ in millions)

($ in millions) Location Location
Foreign exchange
contracts 74
Total
revenues 69
Total
revenues

Total cost
of sales (12 )
Total cost
of sales
Commodity contracts 4
Total cost
of sales (4 )
Total cost
of sales
Cash-settled call options (4 )
SG&A
expenses
(2)
(11 )
SG&A
expenses
(2)


Total 74 42







Table of Contents
Note 5Financial instruments (Continued)


Derivative gains of $28 million, $61 million and $19 million, net of tax, were reclassified from "Accumulated other comprehensive loss" to
earnings during 2012, 2011 and 2010, respectively.
Fair value hedges
To reduce its interest rate exposure arising primarily from its debt issuance activities, the Company uses interest rate swaps. Where such
instruments are designated as fair value hedges, the changes in fair value of these instruments, as well as the changes in fair value of the risk
component of the underlying debt being hedged, are recorded as offsetting gains and losses in "Interest and other finance expense". Hedge
ineffectiveness of instruments designated as fair value hedges in 2012, 2011 and 2010, was not significant.
The effect of derivative instruments, designated and qualifying as fair value hedges, on the Consolidated Income Statements was as follows:
2011



Gains (losses)
recognized in
OCI
(1)
on

derivatives
(effective
portion)


Gains (losses) reclassified from
OCI
(1)
into income (effective
portion)

Gains (losses) recognized in
income (ineffective portion and
amount excluded from
effectiveness testing)

Type of derivative designated
as a cash flow hedge

($ in millions)

($ in millions)

($ in millions) Location Location
Foreign exchange
contracts 9
Total
revenues 113 Total revenues

Total cost
of sales (9 )
Total cost of
sales
Commodity contracts (13 )
Total cost
of sales 2
Total cost of
sales
Cash-settled call options (17 )
SG&A
expenses
(2)
(18 )
SG&A
expenses
(2)


Total (21 ) 88







2010



Gains (losses)
recognized in
OCI
(1)
on

derivatives
(effective
portion)


Gains (losses) reclassified from
OCI
(1)
into income (effective
portion)
Gains (losses) recognized in
income
(ineffective portion and amount
excluded from effectiveness
testing)
Type of derivative designated
as a cash flow hedge


($ in millions)


($ in millions)


($ in millions)

Location

Location

Foreign exchange
contracts 115
Total
revenues 36
Total
revenues 2

Total cost
of sales (4 )
Total cost
of sales
Commodity contracts 10
Total cost
of sales 8
Total cost
of sales 1
Cash-settled call options (2 )
SG&A
expenses
(2)
(11 )
SG&A
expenses
(2)








Total 123 29 3







(1) OCI represents "Accumulated other comprehensive loss".

(2) SG&A expenses represent "Selling, general and administrative expenses".
2012


Gains (losses) recognized in income on
derivatives
designated as fair value hedges
Gains (losses) recognized in income on hedged
item

Type of derivative
designated as a fair
value hedge

Location ($ in millions) Location ($ in millions)
F-34
Interest rate
contracts
Interest and other
finance expense 6
Interest and other
finance expense (6 )





Table of Contents
Note 5Financial instruments (Continued)


Derivatives not designated in hedge relationships
Derivative instruments that are not designated as hedges or do not qualify as either cash flow or fair value hedges are economic hedges used
for risk management purposes. Gains and losses from changes in the fair values of such derivatives are recognized in the same line in the income
statement as the economically hedged transaction.
Furthermore, under certain circumstances, the Company is required to split and account separately for foreign currency derivatives that are
embedded within certain binding sales or purchase contracts denominated in a currency other than the functional currency of the subsidiary and
the counterparty.
The gains (losses) recognized in the Consolidated Income Statements on derivatives not designated in hedging relationships are included in
the table below:
F-35
2011



Gains (losses) recognized in income on
derivatives
designated as fair value hedges
Gains (losses) recognized in income on hedged
item

Type of derivative
designated as a fair
value hedge


Location

($ in millions)

Location

($ in millions)

Interest rate
contracts
Interest and other
finance expense (24 )
Interest and other
finance expense 24





2010



Gains (losses) recognized in income on
derivatives
designated as fair value hedges

Gains (losses) recognized in income on hedged
item

Type of derivative
designated as a fair
value hedge


Location

($ in millions)

Location

($ in millions)

Interest rate
contracts
Interest and other
finance expense (12 )
Interest and other
finance expense 12






Gains (losses) recognized in income

($ in millions)
Type of derivative not designated as a hedge Location 2012 2011 2010
Foreign exchange contracts Total revenues 318 (93 ) 436
Total cost of sales (193 ) (25 ) (263 )
SG&A expenses
(1)
(3 )
Interest and other finance expense 68 265 563
Embedded foreign exchange contracts Total revenues (148 ) (31 ) (279 )
Total cost of sales 28 11 17
Commodity contracts Total cost of sales 10 (59 ) 38
Interest and other finance expense 1 1
Interest rate contracts Interest and other finance expense (1 )
Cash-settled call options Interest and other finance expense (1 ) (1 )

Total 80 68 511







(1) SG&A expenses represent "Selling, general and administrative expenses".
Table of Contents
Note 5Financial instruments (Continued)
The fair values of derivatives included in the Consolidated Balance Sheets were as follows:

Although the Company is party to close-out netting agreements with most derivative counterparties, the fair values in the tables above and
in the Consolidated Balance Sheets at December 31, 2012 and 2011, have been presented on a gross basis.
F-36

December 31, 2012


Derivative assets

Derivative liabilities

($ in millions)
Current in
"Other current
assets"

Non-current
in "Other
non-current
assets"

Current in
"Provisions and
other current
liabilities"

Non-current
in "Other
non-current
liabilities"

Derivatives designated as hedging
instruments:
Foreign exchange contracts 34 20 14 6
Commodity contracts 1 1
Interest rate contracts 15 31 2
Cash-settled call options 9 16

Total 59 67 15 8









Derivatives not designated as hedging
instruments:
Foreign exchange contracts 204 62 84 20
Commodity contracts 7 1 11 1
Interest rate contracts
Cash-settled call options 1
Embedded foreign exchange
derivatives 26 13 86 40









Total 237 77 181 61

Total fair value 296 144 196 69









December 31, 2011
Derivative assets Derivative liabilities
($ in millions)
Current in
"Other current
assets"
Non-current
in "Other
non-current
assets"
Current in
"Provisions and
other current
liabilities"
Non-current
in "Other
non-current
liabilities"
Derivatives designated as hedging
instruments:
Foreign exchange contracts 37 6 26 10
Commodity contracts 1 6
Interest rate contracts 40
Cash-settled call options 13 6









Total 51 52 32 10

Derivatives not designated as hedging
instruments:
Foreign exchange contracts 142 38 289 28
Commodity contracts 9 1 33 3
Interest rate contracts 1
Cash-settled call options 1 1
Embedded foreign exchange
derivatives 51 13 77 19

Total 203 53 399 51









Total fair value 254 105 431 61









Table of Contents
Note 6Fair values
Recurring fair value measures
The following tables show the fair value of financial assets and liabilities measured at fair value on a recurring basis:
F-37
December 31, 2012
($ in millions) Level 1 Level 2 Level 3
Total
fair value
Assets
Available-for-sale securities in "Cash and equivalents"
Debt securitiesCorporate 128 128
Available-for-sale securities in "Marketable securities and
short-term investments"
Equity securities 3 1,279 1,282
Debt securitiesU.S. government obligations 159 159
Debt securitiesOther government obligations 3 3
Debt securitiesCorporate 117 117
Available-for-sale securities in "Other non-current assets"
Equity securities 2 2
Derivative assetscurrent in "Other current assets" 296 296
Derivative assetsnon-current in "Other non-current
assets" 144 144









Total 164 1,967 2,131









Liabilities
Derivative liabilitiescurrent in "Provisions and other
current liabilities" 4 192 196
Derivative liabilitiesnon-current in "Other non-current
liabilities" 69 69

Total 4 261 265









Table of Contents
Note 6Fair values (Continued)

The Company uses the following methods and assumptions in estimating fair values of financial assets and liabilities measured at fair value
on a recurring basis:
Available-for-sale securities in "Cash and equivalents", "Marketable securities and short-term investments" and "Other non-
current assets": If quoted market prices in active markets for identical assets are available, these are considered Level 1 inputs;
however, when markets are not active, these inputs are considered Level 2. If such quoted market prices are not available, fair
value is determined using market prices for similar assets or present value techniques, applying an appropriate risk-free interest
rate adjusted for non-performance risk. The inputs used in present value techniques are observable and fall into the Level 2
category.

Derivatives: The fair values of derivative instruments are determined using quoted prices of identical instruments from an active
market, if available (Level 1). If quoted prices are not available, price quotes for similar instruments, appropriately adjusted, or
present value techniques, based on available market data, or option pricing models are used. Cash-settled call options hedging the
Company's WAR liability are valued based on bid prices of the equivalent listed warrant. The fair values obtained using price
quotes for similar instruments or valuation techniques represent a Level 2 input unless significant unobservable inputs are used.
Non-recurring fair value measures
During 2012, impairment charges of $87 million were recorded as an adjustment to the fair value of certain equity-method investments. The
non-recurring fair value measures were determined using a discounted cash flow model adjusted for industry and market conditions using
Level 3 inputs and the resulting fair value of those assets remeasured during 2012 and still held at December 31, 2012, was not significant. Other
non-recurring fair value measurements in 2012 were not significant. There were no significant non-recurring fair value measurements during
2011.
F-38
December 31, 2011
($ in millions)
Level 1

Level 2

Level 3

Total
fair value

Assets
Available-for-sale securities in "Cash and equivalents"
Debt securitiesCorporate 180 180
Available-for-sale securities in "Marketable securities and
short-term investments"
Equity securities 3 54 57
Debt securitiesU.S. government obligations 761 761
Debt securitiesOther government obligations 3 3
Debt securitiesCorporate 125 125
Available-for-sale securities in "Other non-current assets"
Equity securities 5 5
Derivative assetscurrent in "Other current assets" 2 252 254
Derivative assetsnon-current in "Other non-current
assets" 105 105

Total 771 719 1,490









Liabilities
Derivative liabilitiescurrent in "Provisions and other
current liabilities" 4 427 431
Derivative liabilitiesnon-current in "Other non-current
liabilities" 61 61

Total 4 488 492









Table of Contents
Note 6Fair values (Continued)
Disclosure about financial instruments carried on a cost basis
Cash and equivalents (excluding available-for-sale debt securities with original maturities up to 3 months):
The carrying amounts of "Cash and equivalents" approximate the fair values, of which, at December 31, 2012, $2,784 million and
$3,963 million, were determined using Level 1 and Level 2 inputs, respectively.
Marketable securities and short-term investments:
In addition to the "Available-for-sale securities" disclosed in the "Recurring fair value measures" section above, "Marketable securities and
short-term investments" at December 31, 2012, included time deposits of $30 million, the fair value of which was determined using Level 2
inputs and other short-term investments of $15 million, the fair value of which was determined using Level 1 inputs. The carrying amount of
these investments approximates the fair value.
Receivables, net:
The carrying amounts of "Receivables, net" approximate their fair values and include short-term loans granted. At December 31, 2012, the
fair values of short-term loans, with carrying amounts of $7 million, were determined using Level 2 inputs.
Other non-current assets:
Includes financing receivables (including loans granted) carried at amortized cost, less an allowance for credit losses, if required. Fair
values are determined using a discounted cash flow methodology based upon loan rates of similar instruments and reflecting appropriate
adjustments for non-performance risk. The carrying values and estimated fair values of long-term loans granted and outstanding at December 31,
2012, were $58 million and $59 million, respectively, and at December 31, 2011, were $52 million and $54 million, respectively. The fair values
of long-term loans granted at December 31, 2012, were determined using Level 2 inputs.
Includes held-to-maturity securities (see Note 4) whose carrying values and estimated fair values at December 31, 2012, were $97 million
and $124 million, respectively, and at December 31, 2011, were $92 million and $120 million, respectively. The fair values of these securities at
December 31, 2012, were determined using Level 2 inputs.
Includes restricted cash and cash deposits (pledged in respect of a certain non-current deposit liability) totaling $271 million at
December 31, 2012. Their carrying amounts approximate their fair values, which were determined using Level 1 inputs.
Accounts payable, trade:
The carrying amounts of "Accounts payable, trade" approximate their fair values.
Short-term debt and current maturities of long-term debt, excluding finance lease liabilities:
Includes commercial paper, bank borrowings and overdrafts as well as bonds maturing in the next 12 months. The carrying amounts of
short-term debt and current maturities of long-term debt, excluding finance lease liabilities, approximate their fair values, of which, at
December 31, 2012, $1,328 million and $1,184 million were determined using Level 1 and Level 2 inputs, respectively.
F-39
Table of Contents
Note 6Fair values (Continued)
Long-term debt excluding finance lease liabilities:
Fair values of bond issues are determined using quoted market prices. The fair values of other debt are determined using a discounted cash
flow methodology based upon borrowing rates of similar debt instruments and reflecting appropriate adjustments for non-performance risk. The
carrying value and estimated fair value of long-term debt, excluding finance lease liabilities, at December 31, 2012, were $7,449 million and
$7,909 million, respectively, and at December 31, 2011, were $3,151 million and $3,218 million, respectively. Of the fair value amount of
$7,909 million at December 31, 2012, $7,870 million was determined using Level 1 inputs, with the remaining amount determined using Level 2
inputs.
Note 7Receivables, net
"Receivables, net" consisted of the following:
"Trade receivables" in the table above includes contractual retention amounts billed to customers of $390 million and $381 million at
December 31, 2012 and 2011, respectively. Management expects that the substantial majority of related contracts will be completed and the
substantial majority of the billed amounts retained by the customer will be collected. Of the retention amounts outstanding at December 31,
2012, 72 percent and 19 percent are expected to be collected in 2013 and 2014, respectively. "Other receivables" in the table above consists of
value added tax, claims, rental deposits and other non-trade receivables.
"Costs and estimated profits in excess of billings" in the table above represents revenues earned and recognized for contracts under the
percentage-of-completion or completed-contract method of accounting. Management expects that the majority of the amounts will be collected
within one year of the respective balance sheet date.
The reconciliation of changes in the allowance for doubtful accounts is as follows:
F-40
December 31,
($ in millions) 2012 2011
Trade receivables 8,233 7,750
Other receivables 801 764
Allowance (271 ) (227 )

8,763 8,287
Unbilled receivables, net:
Costs and estimated profits in excess of billings 3,955 3,503
Advance payments consumed (1,143 ) (1,017 )

2,812 2,486





Total 11,575 10,773





($ in millions)
2012

2011

2010

Balance at January 1, 227 215 312
Additions 155 157 119
Deductions (113 ) (131 ) (216 )
Exchange rate differences 2 (14 )







Balance at December 31, 271 227 215







Table of Contents
Note 7Receivables, net (Continued)
At December 31, 2012 and 2011, the gross amounts of, and doubtful debt allowance for, trade receivables (excluding those with a
contractual maturity of one year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing
nature) were as follows:
Changes in the doubtful debt allowance for trade receivables (excluding those with a contractual maturity of one year or less) were as
follows:
Changes in the doubtful debt allowance for "Other receivables" in 2012 and 2011, were not significant.
The Company has a group-wide policy on the management of credit risk. The policy includes a credit assessment methodology to assess the
creditworthiness of customers and assign to those
F-41
December 31, 2012 December 31, 2011
($ in millions)
Trade receivables
(excluding those
with a contractual
maturity of one
year or less)

Other
receivables

Total

Trade receivables
(excluding those
with a contractual
maturity of one
year or less)

Other
receivables

Total

Recorded gross
amount:
Individually
evaluated for
impairment 335 128 463 252 108 360
Collectively
evaluated for
impairment 326 87 413 282 129 411

Total 661 215 876 534 237 771

Doubtful debt
allowance:
From individual
impairment
evaluation (42 ) (5 ) (47 ) (41 ) (5 ) (46 )
From collective
impairment
evaluation (11 ) (11 ) (9 ) (9 )

Total (53 ) (5 ) (58 ) (50 ) (5 ) (55 )













Recorded net
amount 608 210 818 484 232 716













($ in millions) 2012 2011
Balance at January 1, 50 37
Reversal of allowance (7 ) (13 )
Additions to allowance 16 36
Amounts written off (1 ) (3 )
Exchange rate differences (5 ) (7 )

Balance at December 31, 53 50





Table of Contents
Note 7Receivables, net (Continued)
customers a risk category on a scale from "A" (lowest likelihood of loss) to "E" (highest likelihood of loss), as shown in the following table:
Third-party agencies' ratings are considered, if available. For customers where agency ratings are not available, the customer's most recent
financial statements, payment history and other relevant information are considered in the assignment to a risk category. Customers are assessed
at least annually or more frequently when information on significant changes in the customers' financial position becomes known. In addition to
the assignment to a risk category, a credit limit per customer is set.
The following table shows the credit risk profile, on a gross basis, of trade receivables (excluding those with a contractual maturity of one
year or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature) based on the
internal credit risk categories which are used as a credit quality indicator:
F-42

Equivalent
Standard &
Poor's rating
Risk category:
A AAA to AA-
B A+ to BBB-
C BB+ to BB-
D B+ to CCC-
E CC+ to D
December 31, 2012 December 31, 2011
($ in millions)
Trade receivables
(excluding those
with a contractual
maturity of one
year or less)
Other
receivables Total
Trade receivables
(excluding those
with a contractual
maturity of one
year or less)
Other
receivables Total
Risk category:
A 279 156 435 251 196 447
B 238 27 265 134 18 152
C 90 30 120 122 20 142
D 48 1 49 22 1 23
E 6 1 7 5 2 7













Total gross
amount 661 215 876 534 237 771













Table of Contents
Note 7Receivables, net (Continued)
The following table shows an aging analysis, on a gross basis, of trade receivables (excluding those with a contractual maturity of one year
or less) and other receivables (excluding tax and other receivables which are not considered to be of a financing nature):

Note 8Inventories, net
"Inventories, net" consisted of the following:
F-43

December 31, 2012


Past due

($ in millions)
0 - 30
days
30 - 60
days
60 - 90
days
> 90 days
and not
accruing
interest
> 90 days
and
accruing
interest
Not due at
December 31,
2012
(1)
Total
Trade receivables
(excluding those with
a contractual maturity
of one year or less) 83 3 4 38 14 519 661
Other receivables 3 3 2 10 1 196 215

Total gross amount 86 6 6 48 15 715 876















December 31, 2011
Past due
($ in millions)
0 - 30
days
30 - 60
days
60 - 90
days
> 90 days
and not
accruing
interest
> 90 days
and
accruing
interest
Not due at
December 31,
2011
(1)
Total
Trade receivables
(excluding those with
a contractual
maturity of one year
or less) 73 6 5 49 6 395 534
Other receivables 4 1 1 15 3 213 237















Total gross amount 77 7 6 64 9 608 771















(1) Trade receivables (excluding those with a contractual maturity of one year or less) principally represent contractual retention amounts that will become due
subsequent to the completion of the respective long-term contract.
December 31,
($ in millions) 2012 2011
Raw materials 2,427 2,345
Work in process 2,075 1,796
Finished goods 1,741 1,628
Advances to suppliers 246 253

6,489 6,022
Advance payments consumed (307 ) (285 )





Total 6,182 5,737





Table of Contents
Note 8Inventories, net (Continued)
"Work in process" in the table above contains inventoried costs relating to long-term contracts of $363 million and $267 million at
December 31, 2012 and 2011, respectively. "Advance payments consumed" in the table above relates to contractual advances received from
customers on work in process.
Note 9Other non-current assets
"Other non-current assets" consisted of the following:
The Company entered into tax-advantaged leasing transactions with U.S. investors prior to 1999. Cash deposits and held-to-maturity
marketable securities (representing prepaid rents relating to these transactions) are reflected as "Pledged financial assets" in the table above, with
an offsetting non-current deposit liability, which is included in "Other non-current liabilities" (see Note 13). Net gains on these transactions are
being recognized over the lease terms, which expire by 2021.
"Investments" represents mainly non equity-accounted investments in companies. Such shares and other equity investments are carried at
cost or, where the investee is listed on a stock exchange, at fair value.
"Restricted cash" at December 31, 2012 and 2011, included cash set aside in a restricted bank account in connection with a capital reduction
in two of the Company's subsidiaries in order to meet certain future obligations existing on the date of the capital reduction. As such obligations
are met, the amount of the restricted cash is correspondingly reduced. The remaining balances at December 31, 2012 and 2011, contained
individually insignificant amounts of restricted cash.
"Loans granted" in the table above primarily represents financing arrangements provided to customers (relating to products manufactured
by the Company) and are reported in the balance sheet at outstanding principal amount less any write-offs or allowance for uncollectible loans.
The Company determines the loan losses based on historical experience and ongoing credit evaluation of the borrower's financial position. At
December 31, 2012 and 2011, the doubtful debt allowance on loans granted was not significant. The change in such allowance during 2012 and
2011 was also not significant.
F-44

December 31,

($ in millions)
2012

2011

Pledged financial assets 288 286
Investments 57 143
Derivatives (including embedded derivatives) (see Note 5) 144 105
Restricted cash 80 103
Loans granted (see Note 6) 58 52
Other 149 115

Total 776 804





Table of Contents
Note 10Property, plant and equipment, net
"Property, plant and equipment, net" consisted of the following:
Assets under capital leases included in "Property, plant and equipment, net" were as follows:
In 2012, 2011 and 2010, depreciation expense, including depreciation of assets under capital leases, was $733 million, $660 million and
$545 million, respectively.
Note 11Goodwill and other intangible assets
Changes in "Goodwill" were as follows:

December 31,

($ in millions)
2012

2011

Land and buildings 4,316 3,648
Machinery and equipment 7,603 6,847
Construction in progress 627 548

12,546 11,043
Accumulated depreciation (6,599 ) (6,121 )

Total 5,947 4,922





December 31,
($ in millions) 2012 2011
Land and buildings 88 80
Machinery and equipment 95 75

183 155
Accumulated depreciation (103 ) (83 )

Total 80 72





($ in millions)
Power
Products
Power
Systems
Discrete
Automation
and Motion
Low
Voltage
Products
Process
Automation
Corporate
and Other Total
Cost at
January 1,
2011 614 1,411 547 399 1,090 42 4,103
Accumulated
impairment
charges (18 ) (18 )















Balance at
January 1,
2011 614 1,411 547 399 1,090 24 4,085
Goodwill
acquired
during the
year
(1)
109 321 2,765 16 50 3,261
Exchange rate
differences (11 ) (24 ) (19 ) (8 ) (10 ) (2 ) (74 )
Other (3 ) (3 )

Balance at
December 31,
2011 712 1,705 3,293 407 1,130 22 7,269















Goodwill
acquired
during the
year
(1)
17 44 112 2,723 (1 ) 2,895
Exchange rate
differences 5 13 15 17 11 1 62

Balance at
December 31,
2012 734 1,762 3,420 3,147 1,140 23 10,226















In 2012, goodwill acquired primarily included $2,723 million in respect of Thomas & Betts (allocated to the Low Voltage Products
operating segment) with the remainder representing goodwill in
F-45
(1) Amounts include adjustments arising during the 12-month measurement period subsequent to the acquisition date.
Table of Contents
Note 11Goodwill and other intangible assets (Continued)
respect of Newave Energy Holding SA (allocated to the Discrete Automation and Motion operating segment), as well as a number of smaller
acquisitions and purchase accounting adjustments.
In 2011, goodwill acquired primarily included $2,728 million in respect of Baldor (allocated to the Discrete Automation and Motion
operating segment) with the remainder representing goodwill in respect of Mincom (allocated to the Power Systems operating segment), Trasfor
(allocated to the Power Products operating segment) and AB Lorentzen & Wettre (allocated to the Process Automation operating segment), as
well as a number of smaller acquisitions and purchase accounting adjustments.
Intangible assets other than goodwill consisted of the following:
Additions to intangible assets other than goodwill consisted of the following:
F-46
December 31, 2012 December 31, 2011
($ in millions)
Gross
carrying
amount

Accumulated
amortization

Net
carrying
amount

Gross
carrying
amount

Accumulated
amortization

Net
carrying
amount

Capitalized software for
internal use 688 (533 ) 155 640 (483 ) 157
Capitalized software for sale 401 (346 ) 55 393 (295 ) 98
Intangibles other than
software:
Customer-related 2,733 (319 ) 2,414 1,499 (163 ) 1,336
Technology-related 768 (240 ) 528 564 (123 ) 441
Marketing-related 378 (59 ) 319 213 (32 ) 181
Other 73 (43 ) 30 70 (30 ) 40

Total 5,041 (1,540 ) 3,501 3,379 (1,126 ) 2,253













($ in millions)
2012

2011

Capitalized software for internal use 71 74
Intangibles other than software:
Customer-related 1,204 1,272
Technology-related 222 415
Marketing-related 161 153
Other 3

Total 1,658 1,917





Table of Contents
Note 11Goodwill and other intangible assets (Continued)
Included in the additions of $1,658 million and $1,917 million in 2012 and 2011, respectively, were the following intangible assets other
than goodwill related to business combinations:
Amortization expense of intangible assets other than goodwill consisted of the following:
In 2012, 2011 and 2010, impairment charges on intangible assets other than goodwill were not significant.
At December 31, 2012, future amortization expense of intangible assets other than goodwill is estimated to be:
Note 12Debt
The Company's total debt at December 31, 2012 and 2011, amounted to $10,071 million and $3,996 million, respectively.
F-47

2012

2011
($ in millions)
Amount
acquired
Weighted-average
useful life
Amount
acquired
Weighted-average
useful life
Capitalized software for internal use 15 5 years
Intangibles other than software:
Customer-related
(1)
1,200 18 years 1,267 18 years
Technology-related 222 5 years 415 6 years
Marketing-related 161 10 years 153 10 years
Other 3 4 years





Total 1,583 15 years 1,853 14 years





(1) includes order backlog related to business combinations.
($ in millions) 2012 2011 2010
Capitalized software for internal use 79 87 75
Capitalized software for sale 38 48 32
Intangibles other than software 332 200 50







Total 449 335 157








($ in millions)

2013 446
2014 399
2015 348
2016 323
2017 248
Thereafter 1,737

Total 3,501



Table of Contents
Note 12Debt (Continued)
Short-term debt and current maturities of long-term debt
The Company's "Short-term debt and current maturities of long-term debt" consisted of the following:
Short-term debt primarily represented issued commercial paper and short-term loans from various banks.
At December 31, 2012 and 2011, the Company had in place three commercial paper programs: a $1 billion Euro-commercial paper program
for the issuance of commercial paper in a variety of currencies; a 5 billion Swedish krona commercial paper program for the issuance of Swedish
krona and euro-denominated commercial paper and, since the third quarter of 2012, a $2 billion commercial paper program for the private
placement of U.S. dollar denominated commercial paper in the United States that replaced the previous $1 billion program (terminated in the
third quarter of 2012). At December 31, 2012 and 2011, $1,019 million and $435 million, were outstanding under the $2 billion and $1 billion
programs, respectively, in the United States.
In addition, the Company has a $2 billion multicurrency revolving credit facility, maturing in 2015. The facility is for general corporate
purposes, including as a back-stop for the above-mentioned commercial paper programs. Interest costs on drawings under the facility are
LIBOR, STIBOR or EURIBOR (depending on the currency of the drawings) plus a margin of between 0.425 percent and 0.625 percent
(depending on the Company's credit rating), while commitment fees (payable on the unused portion of the facility) amount to 35 percent of the
margin, which, given the Company's credit ratings at December 31, 2012, represents commitment fees of 0.166 percent per annum. Utilization
fees, payable on drawings, amount to 0.15 percent per annum on drawings over one-third but less than or equal to two-thirds of the facility, or
0.3 percent per annum on drawings over two-thirds of the facility. No utilization fees are payable on drawings representing one-third or less of
the total facility. No amount was drawn at December 31, 2012 and 2011. The facility contains cross-default clauses whereby an event of default
would occur if the Company were to default on indebtedness as defined in the facility, at or above a specified threshold.
Long-term debt
The Company utilizes derivative instruments to modify the interest characteristics of its long-term debt. In particular, the Company uses
interest rate swaps to effectively convert certain fixed-rate long-term debt into floating rate obligations. The carrying value of debt, designated as
being hedged by fair value hedges, is adjusted for changes in the fair value of the risk component of the debt being hedged.
F-48
December 31,
($ in millions) 2012 2011
Short-term debt (weighted-average interest rate of 1.7% and 3.4%, respectively) 1,531 689
Current maturities of long-term debt (weighted-average nominal interest rate of
4.8% and 4.6%, respectively) 1,006 76

Total 2,537 765





Table of Contents
Note 12Debt (Continued)
The following table summarizes the Company's long-term debt considering the effect of interest rate swaps. Consequently, a fixed-rate debt
subject to a fixed-to-floating interest rate swap is included as a floating rate debt in the table below:
At December 31, 2012, maturities of long-term debt were as follows:
Details of the Company's outstanding bonds were as follows:
F-49

December 31,


2012

2011

($ in millions, except % data) Balance
Nominal
rate
Effective
rate Balance
Nominal
rate
Effective
rate
Floating rate 2,353 3.4 % 1.6 % 1,875 3.3 % 1.6 %
Fixed rate 6,187 3.1 % 3.1 % 1,432 3.7 % 3.7 %

8,540 3,307
Current portion of long-term debt (1,006 ) 4.8 % 1.3 % (76 ) 4.6 % 4.6 %





Total 7,534 3,231






($ in millions)

Due in 2013 1,006
Due in 2014 17
Due in 2015 35
Due in 2016 1,184
Due in 2017 917
Thereafter 5,381

Total 8,540



December 31,
2012 2011

Nominal
outstanding
Carrying
value
(1)

Nominal
outstanding
Carrying
value
(1)

(in millions) (in millions)
Bonds:
4.625% EUR Instruments, due
2013 EUR 700 $ 931 EUR 700 $ 910
2.5% USD Notes, due 2016 USD 600 $ 597 USD 600 $ 596
1.25% CHF Bonds, due 2016 CHF 500 $ 557 CHF 500 $ 535
1.625% USD Notes, due 2017 USD 500 $ 497
4.25% AUD Notes, due 2017 AUD 400 $ 413
1.50% CHF Bonds, due 2018 CHF 350 $ 383
2.625% EUR Instruments, due
2019 EUR 1,250 $ 1,648
4.0% USD Notes, due 2021 USD 650 $ 641 USD 650 $ 640
2.25% CHF Bonds, due 2021 CHF 350 $ 402 CHF 350 $ 378
5.625% USD Notes, due 2021 USD 250 $ 291
2.875% USD Notes, due 2022 USD 1,250 $ 1,224
4.375% USD Notes, due 2042 USD 750 $ 727

Total outstanding bonds $ 8,311 $ 3,059





(1) USD carrying value is net of bond discounts and includes adjustments for fair value hedge accounting, where appropriate.
Table of Contents
Note 12Debt (Continued)
The 4.625% EUR Instruments, due 2013, pay interest annually in arrears at a fixed annual rate of 4.625 percent. The Company has the
option to redeem the bonds early at any time from June 6, 2010, in accordance with the terms of the bonds. In the event of a change of control, a
bondholder can require the Company to repurchase or redeem the bonds, in accordance with the terms of the bonds. The Company entered into
interest rate swaps to hedge its interest obligations on these bonds. After considering the impact of such swaps, these bonds effectively became a
floating rate euro obligation and consequently have been shown as floating rate debt in the table of long-term debt above.
The 2.5% USD Notes, due 2016, and the 4.0% USD Notes, due 2021, pay interest semi-annually in arrears, at fixed annual rates of
2.5 percent and 4.0 percent, respectively. The Company may redeem these notes prior to maturity, in whole or in part, at the greater of
i) 100 percent of the principal amount of the notes to be redeemed and ii) the sum of the present values of remaining scheduled payments of
principal and interest (excluding interest accrued to the redemption date) discounted to the redemption date at a rate defined in the note terms,
plus interest accrued at the redemption date.
The 1.25% CHF Bonds, due 2016, and the 2.25% Bonds, due 2021, pay interest annually in arrears, at fixed annual rates of 1.25 percent
and 2.25 percent, respectively. The Company has the option to redeem the bonds prior to maturity, in whole, at par plus accrued interest, if
85 percent of the aggregate principal amount of the bonds has been redeemed or purchased and cancelled. The Company entered into interest
rate swaps to hedge its interest obligations on these bonds. After considering the impact of such swaps, these bonds effectively became floating
rate Swiss franc obligations and consequently have been shown as floating rate debt in the table of long-term debt above.
The 1.50% CHF Bonds, due 2018, were issued in January 2012, and the Company recorded net proceeds of CHF 346 million (equivalent to
approximately $370 million on date of issuance). The bonds have an aggregate principal of CHF 350 million and pay interest annually in arrears
at a fixed annual rate of 1.5 percent. The Company has the option to redeem the bonds prior to maturity, in whole, at par plus accrued interest, if
85 percent of the aggregate principal amount of the bonds has been redeemed or purchased and cancelled.
The 2.625% EUR Instruments, due 2019, were issued in March 2012, and the Company recorded proceeds (net of fees) of EUR
1,245 million (equivalent to approximately $1,648 million on date of issuance). The instruments have an aggregate principal of EUR
1,250 million and pay interest annually in arrears at a fixed rate of 2.625 percent per annum.
In May 2012, the Company issued the following notes (i) $500 million of 1.625% USD Notes, due 2017, paying interest semi-annually in
arrears at a fixed annual rate of 1.625 percent, (ii) $1,250 million of 2.875% USD Notes, due 2022, paying interest semi-annually in arrears at a
fixed annual rate of 2.875 percent, and (iii) $750 million of 4.375% USD Notes, due 2042, paying interest semi-annually in arrears at a fixed
annual rate of 4.375 percent. The Company may redeem these notes prior to maturity, in whole or in part, at the greater of i) 100 percent of the
principal amount of the notes to be redeemed and ii) the sum of the present values of remaining scheduled payments of principal and interest
(excluding interest accrued to the redemption date) discounted to the redemption date at a rate defined in the note terms, plus interest accrued at
the redemption date. The aggregate net proceeds of these bond issues, after underwriting discount and other fees, amounted to $2,431 million.
These notes, registered with the U.S. Securities and Exchange Commission, were issued by ABB Finance (USA) Inc., a 100 percent owned
finance subsidiary, and were fully and unconditionally guaranteed by ABB Ltd. There are no significant restrictions on the ability of the parent
company to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 3-10 of Regulation S-X, the separate financial statements
of ABB Finance (USA) Inc. are not provided.
F-50
Table of Contents
Note 12Debt (Continued)
The 5.625% USD Notes, due 2021, were assumed in May 2012, upon the acquisition of Thomas & Betts and pay interest semi-annually in
arrears at a fixed annual rate of 5.625 percent. These notes, with an aggregate principal of $250 million, were recorded at their fair value on the
date the Company acquired Thomas & Betts and are being amortized to par over the period to maturity. The Company has the option to redeem
the notes prior to maturity at the greater of i) 100 percent of the principal amount of the notes to be redeemed, and ii) the sum of the present
values of remaining scheduled payments of principal and interest (excluding interest accrued to the redemption date) discounted to the
redemption date at a rate defined in the note terms, plus interest accrued at the redemption date.
The 4.25% AUD Notes, due 2017, were issued in November 2012. Net issuance proceeds (after underwriting fees) totaled AUD
398 million (equivalent to approximately $412 million on date of issuance). The notes, with an aggregate principal of AUD 400 million, pay
fixed interest of 4.25 percent semi-annually in arrears. The Company entered into interest rate swaps to hedge its interest obligations on these
bonds. After considering the impact of such swaps, these bonds effectively became floating rate Australian dollar obligations and consequently
have been shown as floating rate debt in the table of long-term debt above.
The Company's bonds contain cross-default clauses which would allow the bondholders to demand repayment if the Company were to
default on any borrowing at or above a specified threshold. Furthermore, all such bonds constitute unsecured obligations of the Company and
rank pari passu with other debt obligations.
In addition to the bonds described above, included in long-term debt at December 31, 2012 and 2011, are capital lease obligations, bank
borrowings of subsidiaries and other long-term debt, none of which is individually significant.
Note 13Provisions and other current liabilities and other non-current liabilities
"Provisions and other current liabilities" consisted of the following:
F-51
December 31,
($ in millions) 2012 2011
Contract-related provisions 684 588
Taxes payable 369 377
Restructuring and other related provisions 227 242
Provisions for contractual penalties and compliance and
litigation matters 223 225
Provision for insurance related reserves 215 208
Current derivative liabilities (see Note 5) 196 431
Pension and other employee benefits (see Note 17) 164 76
Income tax related liabilities 41 153
Environmental provisions (see Note 15) 22 22
Other 226 297





Total 2,367 2,619





Table of Contents
Note 13Provisions and other current liabilities and other non-current liabilities (Continued)
"Other non-current liabilities" consisted of the following:
Note 14Leases
The Company's lease obligations primarily relate to real estate and office equipment. Rent expense was $610 million, $601 million and
$510 million in 2012, 2011 and 2010, respectively. Sublease income received by the Company on leased assets was $25 million, $41 million and
$44 million in 2012, 2011 and 2010, respectively.
At December 31, 2012, future net minimum lease payments for operating leases, having initial or remaining non-cancelable lease terms in
excess of one year, consisted of the following:
F-52

December 31,

($ in millions)
2012

2011

Income tax related liabilities 732 647
Non-current deposit liabilities (see Note 9) 283 286
Environmental provisions (see Note 15) 69 70
Non-current derivative liabilities (see Note 5) 69 61
Deferred income 48 56
Other 365 376

Total 1,566 1,496






($ in millions)

2013 527
2014 435
2015 364
2016 297
2017 221
Thereafter 295

2,139
Sublease income (62 )



Total 2,077



Table of Contents
Note 14Leases (Continued)
At December 31, 2012, the future net minimum lease payments for capital leases and the present value of the net minimum lease payments
consisted of the following:
Minimum lease payments have not been reduced by minimum sublease rentals due in the future under non-cancelable subleases. Such
minimum sublease rentals were not significant. The present value of minimum lease payments is presented in "Short-term debt and current
maturities of long-term debt" or "Long-term debt" in the Consolidated Balance Sheets.
Note 15Commitments and contingencies
ContingenciesEnvironmental
The Company is engaged in environmental clean-up activities at certain sites arising under various United States and other environmental
protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal
proceedings, investigations or claims, and it is uncertain to what extent the Company is actually obligated to perform. Provisions for these
unresolved matters have been set up if it is probable that the Company has incurred a liability and the amount of loss can be reasonably
estimated. If a provision has been recognized for any of these matters, the Company records an asset when it is probable that it will recover a
portion of the costs expected to be incurred to settle them. Management is of the opinion, based upon information presently available, that the
resolution of any such obligation and non-collection of recoverable costs would not have a further material adverse effect on the Company's
consolidated financial statements.
Contingencies related to former Nuclear Technology business
The Company retained liabilities for certain specific environmental remediation costs at two sites in the United States that were operated by
its former subsidiary, ABB CE-Nuclear Power Inc., which the Company sold to British Nuclear Fuels PLC (BNFL) in 2000. Pursuant to the sale
agreement with BNFL, the Company has retained the environmental liabilities associated with its Combustion Engineering Inc. subsidiary's
Windsor, Connecticut, facility and agreed to reimburse BNFL for a share of the costs that BNFL incurs for environmental liabilities associated
with its former Hematite, Missouri, facility. The primary environmental liabilities associated with these sites relate to the costs of remediating
radiological and chemical contamination. Such costs are not incurred until a facility is taken out of use and generally are then incurred over a
number of years. Based on information available, the Company believes that radiological remediation at the Windsor site will be concluded in
F-53

($ in millions)

2013 31
2014 28
2015 24
2016 15
2017 8
Thereafter 82

Total minimum lease payments 188
Less amount representing estimated executory costs included in
total minimum lease payments (2 )

Net minimum lease payments 186
Less amount representing interest (83 )

Present value of minimum lease payments 103



Table of Contents
Note 15Commitments and contingencies (Continued)
2013. In February 2011, the Company and Westinghouse Electric Company LLC (BNFL's former subsidiary) agreed to settle and release the
Company from its continuing environmental obligations under the sale agreement in respect of the Hematite site. The settlement amount was
paid by the Company in February 2011.
During 2007, the Company reached an agreement with U.S. government agencies to transfer oversight of the remediation of the portion of
the Windsor site under the U.S. Government's Formerly Utilized Sites Remedial Action Program from the U.S. Army Corps of Engineers to the
Nuclear Regulatory Commission which has oversight responsibility for the remaining radiological areas of that site and the Company's
radiological license for the site.
Contingencies related to other present and former facilities primarily in North America
The Company is involved in the remediation of environmental contamination at present or former facilities, primarily in the United States.
The clean up of these sites involves primarily soil and groundwater contamination. A significant portion of the provisions in respect of these
contingencies reflects the provisions of acquired companies. A substantial portion of one of the acquired entities remediation liability is
indemnified by a prior owner. Accordingly, an asset equal to that portion of the remediation liability is included in "Other non-current assets".
The impact of the above Nuclear Technology and other environmental obligations on "Income from continuing operations, net of tax" was
not significant in 2012, 2011 and 2010. The impact on "Income from discontinued operations, net of tax" was not significant in 2012 and 2011,
and was an income of $29 million in 2010.
The effect of the above Nuclear Technology and other environmental obligations on the Company's Consolidated Statements of Cash Flows
was not significant for the year ended December 31, 2012, and amounted to $149 million and $26 million for the years ended December 31,
2011 and 2010, respectively, primarily related to the Nuclear Technology business.
The Company's estimated cash expenditures for 2013 are $18 million and are covered by provisions included in "Provisions and other
current liabilities".
The total effect of the above Nuclear Technology and other environmental obligations on the Company's Consolidated Balance Sheets was
as follows:
Provisions for the above estimated losses have not been discounted as the timing of payments cannot be reasonably estimated.
F-54
December 31,
($ in millions) 2012 2011
Provision balance relating to:
Nuclear Technology business 9 24
Various businesses 82 68

91 92





Environmental provisions included in:
Provisions and other current liabilities 22 22
Other non-current liabilities 69 70





91 92





Table of Contents
Note 15Commitments and contingencies (Continued)
ContingenciesRegulatory, Compliance and Legal
Antitrust
In January 2007, the European Commission granted the Company full immunity from fines under its leniency program for the Company's
involvement in anti-competitive practices in the Gas Insulated Switchgear (GIS) business. The Company's GIS business remains under
investigation for alleged anti-competitive practices in certain other jurisdictions, including Brazil. An informed judgment about the outcome of
these investigations or the amount of potential loss or range of loss for the Company, if any, relating to these investigations cannot be made at
this stage.
In October 2009, the European Commission fined the Company euro 33.75 million (equivalent to $49 million on date of payment) for its
involvement in anti-competitive practices in the power transformers business. In September 2012, the German Antitrust Authority
(Bundeskartellamt) fined one of the Company's German subsidiaries euro 8.7 million (equivalent to approximately $11 million on date of
payment) for its involvement in anti-competitive practices in the German power transformers business. The Company did not appeal either
decision and it paid both fines in full.
The Company's cables business is under investigation for alleged anti-competitive practices in a number of jurisdictions, including the
European Union and Brazil. The Company has received the European Commission's Statement of Objections concerning its investigation into
the cables business and in June 2012 participated in the related Oral Hearing before the European Commission. The Company has also received
an initial summary of the Brazilian Antitrust Authority's (CADE) allegations regarding its investigation into the cables business. An informed
judgment about the outcome of these investigations or the amount of potential loss or range of loss for the Company, if any, relating to these
investigations cannot be made at this stage, except with respect to the Brazilian investigation, where the Company expects an unfavorable
outcome.
In May 2012, the Brazilian Antitrust Authority opened an investigation into certain power businesses of the Company, including its FACTS
and power transformers business. An informed judgment about the outcome of this investigation or the amount of potential loss or range of loss
for the Company, if any, relating to this investigation cannot be made at this stage.
With respect to the foregoing matters which are still ongoing, Management is cooperating fully with the antitrust authorities.
Suspect payments
In April 2005, the Company voluntarily disclosed to the United States Department of Justice (DoJ) and the United States Securities and
Exchange Commission (SEC) certain suspect payments in its network management unit in the United States. Subsequently, the Company made
additional voluntary disclosures to the DoJ and the SEC regarding suspect payments made by other Company subsidiaries in a number of
countries in the Middle East, Asia, South America and Europe (including to an employee of an Italian power generation company) as well as by
its former Lummus business. These payments were discovered by the Company as a result of the Company's internal audit program and
compliance reviews.
In September 2010, the Company reached settlements with the DoJ and the SEC regarding their investigations into these matters and into
suspect payments involving certain of the Company's subsidiaries in the United Nations Oil-for-Food Program. In connection with these
settlements, the Company agreed to make payments to the DoJ and SEC totaling $58 million, which were settled in the fourth quarter of 2010.
One subsidiary of the Company pled guilty to one count of conspiracy to violate
F-55
Table of Contents
Note 15Commitments and contingencies (Continued)
the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act and one count of violating those provisions. The Company entered into a
deferred prosecution agreement and settled civil charges brought by the SEC. These settlements resolved the foregoing investigations. In lieu of
an external compliance monitor, the DoJ and SEC have agreed to allow the Company to report on its continuing compliance efforts and the
results of the review of its internal processes through September 2013.
General
In addition, the Company is aware of proceedings, or the threat of proceedings, against it and others in respect of private claims by
customers and other third parties with regard to certain actual or alleged anti-competitive practices. Also, the Company is subject to other various
legal proceedings, investigations, and claims that have not yet been resolved. With respect to the above-mentioned regulatory matters and
commercial litigation contingencies, the Company will bear the costs of the continuing investigations and any related legal proceedings.
Liabilities recognized
At December 31, 2012 and 2011, the Company had aggregate liabilities of $211 million and $208 million, respectively, included in
"Provisions and other current liabilities" and in "Other non-current liabilities", for the above regulatory, compliance and legal contingencies. As
it is not possible to make an informed judgment on the outcome of certain matters and as it is not possible, based on information currently
available to management, to estimate the maximum potential liability on other matters, there could be material adverse outcomes beyond the
amounts accrued.
Guarantees
General
The following table provides quantitative data regarding the Company's third-party guarantees. The maximum potential payments represent
a "worst-case scenario", and do not reflect management's expected results. The carrying amount of liabilities recorded in the Consolidated
Balance Sheets reflects the Company's best estimate of future payments, which it may incur as part of fulfilling its guarantee obligations.
In respect of the above guarantees, the carrying amounts of liabilities at December 31, 2012 and 2011, were not significant.
Performance guarantees
Performance guarantees represent obligations where the Company guarantees the performance of a third party's product or service
according to the terms of a contract. Such guarantees may include guarantees that a project will be completed within a specified time. If the third
party does not fulfill
F-56

December 31,


2012

2011

($ in millions)
Maximum potential
payments
Performance guarantees 149 148
Financial guarantees 83 85
Indemnification guarantees 190 194

Total 422 427





Table of Contents
Note 15Commitments and contingencies (Continued)
the obligation, the Company will compensate the guaranteed party in cash or in kind. Performance guarantees include surety bonds, advance
payment guarantees and standby letters of credit. The significant performance guarantees are described below.
The Company retained obligations for guarantees related to the Power Generation business contributed in mid-1999 to the former ABB
Alstom Power NV joint venture (Alstom Power NV). The guarantees primarily consist of performance guarantees and other miscellaneous
guarantees under certain contracts such as indemnification for personal injuries and property damages, taxes and compliance with labor laws,
environmental laws and patents. The guarantees are related to projects which are expected to be completed by 2013 but in some cases have no
definite expiration date. In May 2000, the Company sold its interest in Alstom Power NV to Alstom SA (Alstom). As a result, Alstom and its
subsidiaries have primary responsibility for performing the obligations that are the subject of the guarantees. Further, Alstom, the parent
company and Alstom Power NV, have undertaken jointly and severally to fully indemnify and hold harmless the Company against any claims
arising under such guarantees. Management's best estimate of the total maximum potential amount payable of quantifiable guarantees issued by
the Company on behalf of its former Power Generation business was $78 million and $87 million at December 31, 2012 and 2011, respectively,
and is subject to foreign exchange fluctuations. The Company has not experienced any losses related to guarantees issued on behalf of the former
Power Generation business.
The Company is engaged in executing a number of projects as a member of consortia that include third parties. In certain of these cases, the
Company guarantees not only its own performance but also the work of third parties. The original maturity dates of these guarantees range from
one to six years. At December 31, 2012 and 2011, the maximum potential amount payable under these guarantees as a result of third-party non-
performance was $57 million and $45 million, respectively.
Financial guarantees
Financial guarantees represent irrevocable assurances that the Company will make payment to a beneficiary in the event that a third party
fails to fulfill its financial obligations and the beneficiary under the guarantee incurs a loss due to that failure.
At December 31, 2012 and 2011, the Company had a maximum potential amount payable of $83 million and $85 million, respectively,
under financial guarantees outstanding. Of each of those amounts, $19 million at both December 31, 2012 and 2011, was in respect of guarantees
issued on behalf of companies in which the Company formerly had or has an equity interest. The guarantees outstanding have various maturity
dates up to 2020.
Indemnification guarantees
The Company has indemnified certain purchasers of divested businesses for potential claims arising from the operations of the divested
businesses. To the extent the maximum potential loss related to such indemnifications could not be calculated, no amounts have been included
under maximum potential payments in the table above. Indemnifications for which maximum potential losses could not be calculated include
indemnifications for legal claims. The significant indemnification guarantees for which maximum potential losses could be calculated are
described below.
The Company issued to the purchasers of Lummus Global guarantees related to assets and liabilities divested in 2007. The maximum
potential amount payable relating to this business, pursuant to the sales agreement, at each of December 31, 2012 and 2011, was $50 million.
F-57
Table of Contents
Note 15Commitments and contingencies (Continued)
The Company issued to the purchasers of its interest in Jorf Lasfar Energy Company S.C.A. guarantees related to assets and liabilities
divested in 2007. The maximum potential amount payable at December 31, 2012 and 2011, of $140 million and $141 million, respectively,
relating to this business, is subject to foreign exchange fluctuations.
Product and order-related contingencies
The Company calculates its provision for product warranties based on historical claims experience and specific review of certain contracts.
The reconciliation of "Provisions for warranties", including guarantees of product performance, was as follows:
Related party transactions
The Company conducts business with certain companies where members of the Company's board of directors or executive committee act as
directors or senior executives. The Company's board of directors has determined that the Company's business relationships with those companies
do not constitute material business relationships. This determination was made in accordance with the Company's related party transaction policy
which was prepared based on the Swiss Code of Best Practice and the independence criteria set forth in the corporate governance rules of the
New York Stock Exchange.
Note 16Taxes
"Provision for taxes" consisted of the following:
Tax expense from continuing operations is reconciled below from the Company's weighted-average global tax rate, rather than from the
Swiss domestic statutory tax rate, as the parent company of the ABB Group, ABB Ltd, is domiciled in Switzerland and income generated in
jurisdictions outside of Switzerland (hereafter "foreign jurisdictions") which has already been subject to corporate income tax in those foreign
jurisdictions is, to a large extent, tax exempt in Switzerland. There is no requirement in Switzerland for a parent company of a group to file a tax
return of the consolidated group determining domestic and foreign pre-tax income, and as the Company's consolidated income from continuing
operations is predominantly earned outside of Switzerland, corporate income tax in foreign jurisdictions largely determines the global tax rate of
the Company.
F-58
($ in millions) 2012 2011
Balance at January 1, 1,324 1,393
Warranties assumed through acquisitions 4 10
Claims paid in cash or in kind (219 ) (177 )
Net increase in provision for changes in estimates, warranties
issued and warranties expired 149 124
Exchange rate differences 33 (26 )

Balance at December 31, 1,291 1,324





($ in millions) 2012 2011 2010
Current taxes 967 1,278 867
Deferred taxes 63 (34 ) 151

Tax expense from continuing operations 1,030 1,244 1,018







Tax benefit from discontinued operations (1 ) (3 )







Table of Contents
Note 16Taxes (Continued)
The reconciliation of "Tax expense from continuing operations" at the weighted-average tax rate to the effective tax rate is as follows:
In 2012 and 2011, the "Items taxed at rates other than the weighted-average tax rate" predominantly related to tax credits arising in foreign
jurisdictions for which the technical merits did not allow a benefit to be taken.
In 2012, 2011 and 2010, "Changes in the valuation allowance, net" included reductions in valuation allowances recorded in certain
jurisdictions where the Company determined that it was more likely than not that such deferred tax assets (recognized for net operating losses
and temporary differences in those jurisdictions) would be realized, as well as increases in the valuation allowance in certain other jurisdictions.
In 2012, the "Changes in valuation allowance, net" included an expense of $36 million related to certain of the Company's operations in Central
Europe. In 2011, the "Changes in valuation allowance, net" included a benefit of $47 million, related to certain of the Company's operations in
Northern Europe, and in 2010, the "Changes in valuation allowance, net" included an expense of $44 million related to certain of the Company's
operations in Central Europe.
In 2012, 2011 and 2010, "Other, net" of $47 million, $46 million and $28 million, respectively, in the table above, included expenses of
$94 million, $60 million and $45 million, respectively, in relation to items that were deducted for financial accounting purposes, but were not tax
deductible, such as interest expense, state and local taxes on productive activities, disallowed meals and entertainment expenses and other similar
items.
F-59
($ in millions, except % data) 2012 2011 2010
Income from continuing operations before taxes 3,838 4,550 3,740
Weighted-average tax rate 23.6 % 24.9 % 25.3 %
Income taxes at weighted-average tax rate 906 1,134 945
Items taxed at rates other than the weighted-average tax rate 60 103 (21 )
Changes in valuation allowance, net 44 (22 ) 60
Effects of changes in tax laws and enacted tax rates (27 ) (17 ) 6
Other, net 47 46 28

Tax expense from continuing operations 1,030 1,244 1,018







Effective tax rate for the year 26.8 % 27.3 % 27.2 %
Table of Contents
Note 16Taxes (Continued)
Deferred income tax assets and liabilities consisted of the following:
The decrease in "Net deferred tax asset (liability)" at December 31, 2012, related primarily to approximately $870 million of net deferred
tax liabilities acquired in business combinations, including estimated taxes of $475 million provided for unremitted earnings of the acquired
companies.
Certain entities have deferred tax assets related to net operating loss carry-forwards and other items. As recognition of these assets did not
meet the more likely than not criterion, valuation allowances were established, amounting to $550 million and $375 million, at December 31,
2012 and 2011, respectively. "Unused tax losses and credits" at December 31, 2012 and 2011, in the table above, included $155 million and
$166 million, respectively, for which the Company has established a full valuation allowance as, due to limitations imposed by the relevant tax
law, the Company determined that, more likely than not, such deferred tax assets would not be realized.
At December 31, 2012, "Valuation allowance" included an increase of $102 million arising upon business combinations.
At December 31, 2012 and 2011, deferred tax liabilities totaling $766 million and $213 million have been provided for in respect of
withholding taxes, dividend distribution taxes or additional corporate income taxes (hereafter "withholding taxes") on unremitted earnings, as
well as for limited Swiss income taxes on any such repatriated earnings. Income which has been generated outside of Switzerland and has
already been subject to corporate income tax in such foreign jurisdictions is, to a large extent, tax exempt in Switzerland. Therefore, generally no
or only limited Swiss income tax has to be provided for on the repatriated earnings of foreign subsidiaries.
F-60

December 31,

($ in millions)
2012

2011

Deferred tax assets:
Unused tax losses and credits 1,009 963
Pension and other accrued liabilities 1,395 1,064
Inventories 287 276
Property, plant and equipment 125 192
Other 104 134

Total gross deferred tax asset 2,920 2,629
Valuation allowance (550 ) (375 )





Total gross deferred tax asset, net of valuation allowance 2,370 2,254
Deferred tax liabilities:
Property, plant and equipment, and intangible assets (1,366 ) (1,037 )
Pension and other accrued liabilities (252 ) (164 )
Inventories (118 ) (152 )
Other current assets (169 ) (220 )
Unremitted earnings (766 ) (213 )
Other (26 ) (60 )

Total gross deferred tax liability (2,697 ) (1,846 )

Net deferred tax asset (liability) (327 ) 408





Included in:
"Deferred taxes"current assets 869 932
"Deferred taxes"non-current assets 334 318
"Deferred taxes"current liabilities (270 ) (305 )
"Deferred taxes"non-current liabilities (1,260 ) (537 )





Net deferred tax asset (liability) (327 ) 408





Table of Contents
Note 16Taxes (Continued)
Certain countries levy withholding taxes on dividend distributions. Such taxes cannot always be fully reclaimed by the shareholder,
although they have to be declared and withheld by the subsidiary. In 2012 and 2011, certain taxes arose in certain foreign jurisdictions for which
the technical merits do not allow utilization of benefits. At December 31, 2012 and 2011, approximately $400 million, of foreign subsidiary
retained earnings subject to withholding taxes upon distribution were considered as permanently reinvested, as these funds are used for financing
current operations as well as business growth through working capital and capital expenditure in those countries, and consequently, no deferred
tax liability was set up.
At December 31, 2012, net operating loss carry-forwards of $2,749 million and tax credits of $190 million were available to reduce future
taxes of certain subsidiaries. Of these amounts, $1,782 million of loss carry-forwards and $180 million of tax credits will expire in varying
amounts through 2032. The largest amount of these carry-forwards related to the Company's U.S. operations.
Unrecognized tax benefits consisted of the following:
F-61
($ in millions)
Unrecognized
tax benefits

Penalties and
interest
related to
unrecognized
tax benefits

Total

Classification as unrecognized tax items on January 1,
2010 712 176 888
Net change due to acquisitions and divestments 5 5
Increase relating to prior year tax positions 56 38 94
Decrease relating to prior year tax positions (32 ) (6 ) (38 )
Increase relating to current year tax positions 114 5 119
Decrease relating to current year tax positions (15 ) (4 ) (19 )
Decrease due to settlements with tax authorities (40 ) (9 ) (49 )
Decrease as a result of the applicable statute of limitations (72 ) (21 ) (93 )
Exchange rate differences (14 ) (1 ) (15 )

Balance at December 31, 2010, which would, if recognized,
affect the effective tax rate 714 178 892
Net change due to acquisitions and divestments 9 2 11
Increase relating to prior year tax positions 52 61 113
Decrease relating to prior year tax positions (31 ) (11 ) (42 )
Increase relating to current year tax positions 128 2 130
Decrease relating to current year tax positions (2 ) (2 )
Decrease due to settlements with tax authorities (78 ) (27 ) (105 )
Decrease as a result of the applicable statute of limitations (135 ) (35 ) (170 )
Exchange rate differences (4 ) (1 ) (5 )







Balance at December 31, 2011, which would, if recognized,
affect the effective tax rate 653 169 822
Net change due to acquisitions and divestments 10 10
Increase relating to prior year tax positions 51 26 77
Decrease relating to prior year tax positions (73 ) (56 ) (129 )
Increase relating to current year tax positions 141 1 142
Decrease relating to current year tax positions (3 ) (3 )
Decrease due to settlements with tax authorities (89 ) (11 ) (100 )
Decrease as a result of the applicable statute of limitations (29 ) (7 ) (36 )
Exchange rate differences 8 5 13

Balance at December 31, 2012, which would, if recognized,
affect the effective tax rate 669 127 796







Table of Contents
Note 16Taxes (Continued)
In 2012, the "Decrease relating to prior year tax positions" included a total of $87 million relating to the release of provisions due to
favorable resolution of a tax dispute in Northern Europe. In 2012, the "Increase relating to current year tax positions" included a total of
$108 million in taxes related to the interpretation of tax law and double tax treaty agreements by competent tax authorities. In 2012, the
"Decrease due to settlements with tax authorities" included a total of $47 million relating to the interpretation of tax law and double tax treaty
agreements by competent tax authorities.
In 2011, the "Increase relating to prior year tax positions", in unrecognized tax benefits above, related primarily to a tax dispute in Asia. The
"Increase relating to prior year tax positions", in penalties and interest related to unrecognized tax benefits above, mainly reflected the interest
accrual on prior years' tax positions. Also in 2011, the "Increase relating to current year tax positions" included a total of $97 million in taxes
related to the interpretation of tax law and double tax treaty agreements by competent tax authorities. In 2011, the "Decrease due to settlements
with tax authorities" included $49 million in tax, penalty and interest relating to a tax dispute in Northern Europe, while the "Decrease as a result
of the applicable statute of limitations" included both the effect of the statute of limitations in certain jurisdictions, as well as instances where tax
audits had been concluded by taxing authorities and the corresponding tax years were consequently considered closed.
In 2010, the "Increase relating to current year tax positions" in the table above included an expense of $88 million related to the
interpretation of tax law and double tax treaty agreements by competent tax authorities.
At December 31, 2012, the Company expected the resolution, within the next twelve months, of uncertain tax positions related to pending
court cases amounting to $41 million for taxes, penalties and interest. Otherwise, the Company had not identified any other significant changes
which were considered reasonably possible to occur within the next twelve months.
At December 31, 2012, the earliest significant open tax years that remained subject to examination were the following:
Note 17Employee benefits
The Company operates defined benefit and defined contribution pension plans and termination indemnity plans, in accordance with local
regulations and practices. These plans cover a large portion of the Company's employees and provide benefits to employees in the event of death,
disability, retirement, or termination of employment. Certain of these plans are multi-employer plans. The Company also operates other
postretirement benefit plans including postretirement healthcare benefits, and other employee-related benefits for active employees including
long-service award plans. The measurement date used for the Company's employee benefit plans is December 31. The funding policies of the
Company's plans are consistent with the local government and tax requirements. The Company also has several pension plans that are not
required to be funded pursuant to local government and tax requirements.
The Company recognizes in its Consolidated Balance Sheets the funded status of its defined benefit pension plans, postretirement plans,
and other employee-related benefits measured as the difference between the fair value of the plan assets and the benefit obligation.
F-62
Region Year
Europe 2007
The Americas 2008
Asia 2003
Middle East & Africa 2004
Table of Contents
Note 17Employee benefits (Continued)
Obligations and funded status of the plans
The change in benefit obligation, change in fair value of plan assets, and funded status recognized in the Consolidated Balance Sheets were
as follows:
The amounts recognized in "Accumulated other comprehensive loss" and "Noncontrolling interests" were:
F-63

2012

2011

2012

2011

($ in millions)
Defined pension
benefits
Other postretirement
benefits
Benefit obligation at January 1, 9,817 9,337 260 214
Service cost 221 242 1 2
Interest cost 396 402 11 12
Contributions by plan participants 77 76
Benefit payments (559 ) (549 ) (15 ) (16 )
Benefit obligations of businesses acquired 684 20 17 39
Actuarial loss 1,124 472 2 9
Plan amendments and other (12 ) 5 4
Exchange rate differences 315 (188 ) 1









Benefit obligation at December 31, 12,063 9,817 281 260

Fair value of plan assets at January 1, 8,867 9,010
Actual return on plan assets 839 155
Contributions by employer 347 305 15 16
Contributions by plan participants 77 76
Benefit payments (559 ) (549 ) (15 ) (16 )
Plan assets of businesses acquired 482 18
Plan amendments and other (44 ) (6 )
Exchange rate differences 273 (142 )

Fair value of plan assets at December 31, 10,282 8,867









Funded statusunderfunded 1,781 950 281 260










December 31,


2012

2011

2010

2012

2011

2010

($ in millions)
Defined
pension benefits
Other postretirement
benefits
Transition liability (1 )
Net actuarial loss (2,574 ) (1,826 ) (1,135 ) (69 ) (71 ) (65 )
Prior service cost (32 ) (34 ) (43 ) 33 42 51

Amount recognized in OCI
(1)
and NCI
(2)
(2,606 ) (1,860 ) (1,178 ) (36 ) (29 ) (15 )
Taxes associated with amount recognized
in OCI
(1)
and NCI
(2)
631 415 270













Amount recognized in OCI
(1)
and NCI
(2)
, net of tax
(3)
(1,975 ) (1,445 ) (908 ) (36 ) (29 ) (15 )













(1) OCI represents "Accumulated other comprehensive loss".

(2) NCI represents "Noncontrolling interests".

(3) NCI, net of tax, amounted to $(7) million, $(2) million and $(5) million at December 31, 2012, 2011 and 2010, respectively.
Table of Contents
Note 17Employee benefits (Continued)
In addition, the following amounts were recognized in the Company's Consolidated Balance Sheets:



The funded status, calculated by the projected benefit obligation (PBO) and fair value of plan assets, for pension plans with a PBO in excess
of fair value of plan assets (underfunded) or fair value of plan assets in excess of PBO (overfunded), respectively, was:
F-64

December 31,


2012

2011

2012

2011

($ in millions)
Defined pension
benefits
Other postretirement
benefits
Overfunded plans (49 ) (138 )
Underfunded planscurrent 27 25 20 18
Underfunded plansnon-current 1,803 1,063 261 242

Funded status 1,781 950 281 260









December 31,
($ in millions) 2012 2011
Non-current assets
Overfunded pension plans (49 ) (138 )
Other employee-related benefits (22 ) (1 )





Prepaid pension and other employee benefits (71 ) (139 )






December 31,

($ in millions)
2012

2011

Current liabilities
Underfunded pension plans 27 25
Underfunded other postretirement benefit plans 20 18
Other employee-related benefits 117 33





Pension and other employee benefits (Note 13) 164 76






December 31,

($ in millions)
2012

2011

Non-current liabilities
Underfunded pension plans 1,803 1,063
Underfunded other postretirement benefit plans 261 242
Other employee-related benefits 226 182





Pension and other employee benefits 2,290 1,487





December 31,
2012 2011
($ in millions) PBO Assets Difference PBO Assets Difference
PBO exceeds assets 11,378 9,548 1,830 7,353 6,265 1,088
Assets exceed PBO 685 734 (49 ) 2,464 2,602 (138 )













Total 12,063 10,282 1,781 9,817 8,867 950













Table of Contents
Note 17Employee benefits (Continued)
The accumulated benefit obligation (ABO) for all defined benefit pension plans was $11,668 million and $9,512 million at December 31,
2012 and 2011, respectively. The funded status, calculated by the ABO and fair value of plan assets for pension plans with ABO in excess of fair
value of plan assets (underfunded) or fair value of plan assets in excess of ABO (overfunded), respectively, was:
All of the Company's other postretirement benefit plans are unfunded.
Components of net periodic benefit cost
Net periodic benefit cost consisted of the following:
The net actuarial loss and prior service cost for defined pension benefits estimated to be amortized from "Accumulated other comprehensive
loss" into net periodic benefit cost in 2013 is $126 million and $34 million, respectively.
The net actuarial loss and prior service (credit) for other postretirement benefits estimated to be amortized from "Accumulated other
comprehensive loss" into net periodic benefit cost in 2013 is $4 million and $(9) million, respectively.
Assumptions
The following weighted-average assumptions were used to determine benefit obligations:
F-65
December 31,
2012 2011
($ in millions) ABO Assets Difference ABO Assets Difference
ABO exceeds assets 10,700 9,237 1,463 5,747 4,839 908
Assets exceed ABO 968 1,045 (77 ) 3,765 4,028 (263 )













Total 11,668 10,282 1,386 9,512 8,867 645













2012 2011 2010 2012 2011 2010
($ in millions)
Defined pension
benefits
Other postretirement
benefits
Service cost 221 242 210 1 2 2
Interest cost 396 402 389 11 12 12
Expected return on plan assets (494 ) (507 ) (422 )
Amortization of transition liability 1 1
Amortization of prior service cost / (credit) 42 44 26 (9 ) (9 ) (9 )
Amortization of net actuarial loss 98 52 71 4 3 5
Curtailments, settlements and special termination
benefits 2 3 8

Net periodic benefit cost 265 236 282 7 9 11













December 31,
2012 2011 2012 2011
(in %)
Defined pension
benefits

Other postretirement
benefits

Discount rate 3.22 3.91 3.35 4.07
Rate of compensation increase 1.71 1.62
Pension increase assumption 1.04 0.97
Table of Contents
Note 17Employee benefits (Continued)
The discount rate assumptions are based upon AA-rated corporate bonds. In those countries with sufficient liquidity in corporate bonds, the
Company used the current market long-term corporate bond rates and matched the bond duration with the average duration of the pension
liabilities. In those countries where the liquidity of the AA-rated corporate bonds was deemed to be insufficient, the Company determined the
discount rate by adding the credit spread derived from an AA corporate bond index in another relevant liquid market, as adjusted for interest rate
differentials, to the domestic government bond curve or interest rate swap curve.
The following weighted-average assumptions were used to determine the "Net periodic benefit cost":
The "Expected long-term rate of return on plan assets" is derived for each benefit plan by considering the expected future long-term return
assumption for each individual asset class. A single long-term return assumption is then derived for each plan based upon the plan's current and
target asset allocation.
The Company maintains other postretirement benefit plans, which are generally contributory with participants' contributions adjusted
annually. The assumptions used were:
A one-percentage-point change in assumed health care cost trend rates would have the following effects at December 31, 2012:
Plan assets
The Company has pension plans in various countries with the majority of the Company's pension liabilities deriving from a limited number
of these countries. The pension plans' structures reflect local regulatory environments and market practices.
The pension plans are typically funded by regular contributions from employees and the Company. These plans are typically administered
by boards of trustees (which include Company representatives) whose primary responsibility is to ensure that the plans meet their liabilities
through contributions and investment returns. The boards of trustees have the responsibility for key investment strategy decisions.
F-66
2012 2011 2010 2012 2011 2010
(in %)
Defined pension
benefits
Other postretirement
benefits
Discount rate 3.91 4.29 4.66 4.07 5.03 5.54
Expected long-term rate of return on plan assets 5.38 5.45 5.44
Rate of compensation increase 1.62 2.05 2.13
December 31,
2012 2011
Health care cost trend rate assumed for next year 8.60 % 8.84 %
Rate to which the cost trend rate is assumed to decline (the
ultimate trend rate) 5.00 % 5.00 %
Year that the rate reaches the ultimate trend rate 2028 2028
1-percentage-point
($ in millions) Increase Decrease
Effect on total of service and interest cost 1 (1 )
Effect on postretirement benefit obligation 22 (19 )
Table of Contents
Note 17Employee benefits (Continued)
The accumulated contributions are invested in a diversified range of assets that are managed by third-party asset managers, in accordance
with local statutory regulations, pension plan rules and the respective plans' investment guidelines, as approved by the boards of trustees.
Plan assets are generally segregated from those of the Company and invested with the aim of meeting the respective plans' projected future
pension liabilities. Plan assets are measured at fair value at the balance sheet date.
The boards of trustees manage the assets of the pension plans in a risk-controlled manner and assess the risks embedded in the pension
plans through asset/liability modeling. The projected future development of pension liabilities is assessed relative to various alternative asset
allocations in order to determine a strategic asset allocation for each plan that provides a balance between risk and return. Asset/liability
management studies typically take place every three years. However, the risks of the plans are monitored on an ongoing basis. The assets of the
major plans are reviewed at least quarterly, while the plans' liabilities are reviewed in detail at least annually.
The board of trustees' investment goal is to maximize the long-term returns of plan assets within specified risk parameters, while
considering the future liabilities and liquidity needs of the individual plans. Risk parameters taken into account include:
the funding ratio of the plan,

the likelihood of extraordinary cash contributions being required, and

the risk embedded in each individual asset class, and the plan asset portfolio as a whole.
The Company's investment policy is to achieve a balance between risk and return on the plans' investments through the diversification of
asset classes, the use of various external asset managers and the use of differing investment styles. This has resulted in a diversified portfolio
with a mix of actively and passively managed investments.
The Company's global pension asset allocation is the result of the asset allocations of the individual plans, which are set by the respective
boards of trustees. The target asset allocation of the Company's plans on a weighted-average basis is as follows:
The actual asset allocations of the plans are in line with the target asset allocations.
F-67

Target
percentage

Asset Class
Cash and equivalents 2
Global equities 21
Emerging markets equities 5
Global fixed income 53
Emerging markets fixed income 5
Insurance contracts 1
Private equity 2
Hedge funds 1
Real estate 9
Commodities 1

100



Table of Contents
Note 17Employee benefits (Continued)
Global and emerging markets fixed income securities include corporate bonds of companies from diversified industries and government
bonds mainly from mature market issuers. Global and emerging markets equity securities primarily include investments in large-cap and mid-cap
listed companies. Global equity securities represent equities listed in mature markets (mainly in the United States, Europe and Japan). Real estate
investments consist largely of domestic real estate in Switzerland held in the Swiss plans. The investments in Private equity, Hedge funds and
Commodities reflect a variety of investment strategies.
Based on the above global asset allocation, the expected long-term return on assets at December 31, 2012, is 4.79 percent. The Company
and the local boards of trustees regularly review the investment performance of the asset classes and individual asset managers. Due to the
diversified nature of the investments, the Company is of the opinion that no significant concentration of risks exists in its pension fund assets.
The Company does not expect any plan assets to be returned to the employer during 2013.
At December 31, 2012 and 2011, plan assets include ABB Ltd's shares (as well as an insignificant amount of the Company's debt
instruments) with a total value of $16 million and $14 million, respectively.
The fair values of the Company's pension plan assets by asset class are presented below. For further information on the fair value hierarchy
and an overview of the Company's valuation techniques applied see the "Fair value measures" section of Note 2.
F-68
December 31, 2012
($ in millions)
Level 1

Level 2

Level 3

Total
fair value

Asset Class
Cash and equivalents 170 252 422
Global equities 2,112 77 2,189
Emerging markets equities 443 443
Global fixed income 1,984 3,140 5,124
Emerging markets fixed income 707 707
Insurance contracts 76 76
Private equity 164 164
Hedge funds 153 153
Real estate 87 830 917
Commodities 52 35 87









Total 4,848 4,252 1,182 10,282









Table of Contents
Note 17Employee benefits (Continued)

The following table represents the movements of those asset categories whose fair values use significant unobservable inputs (Level 3):
Real estate properties are valued under the income approach using the discounted cash flow method, by which the market value of a
property is determined as the total of all projected future earnings discounted to the valuation date. The discount rates are determined for each
property individually according to the property's location and specific use, and by considering initial yields of comparable market transactions.
Private equity investments include investments in partnerships and related funds. Such investments consist of both publicly-traded and
privately-held securities. Publicly-traded securities that are not quoted in active markets are valued using available quotes and adjusted for
liquidity restrictions. Privately-held securities are valued taking into account various factors, such as the most recent
F-69
December 31, 2011
($ in millions) Level 1 Level 2 Level 3
Total
fair value
Asset Class
Cash and equivalents 56 365 421
Global equities 1,717 76 1,793
Emerging markets equities 311 311
Global fixed income 1,921 2,838 4,759
Emerging markets fixed income 398 398
Insurance contracts 37 37
Private equity 177 177
Hedge funds 113 113
Real estate 73 741 814
Commodities 44 44









Total 4,122 3,714 1,031 8,867









($ in millions)
Private
equity
Hedge
funds
Real
estate Commodities
Total
Level 3
Balance at January 1, 2011 156 136 696 988
Return on plan assets:
Assets still held at December 31, 2011 (3 ) (4 ) 12 5
Assets sold during the year 22 (6 ) 7 23
Purchases (sales) (27 ) (14 ) 32 (9 )
Transfers into Level 3 29 2 31
Exchange rate differences 1 (8 ) (7 )

Balance at December 31, 2011 177 113 741 1,031

Return on plan assets:
Assets still held at December 31, 2012 4 9 15 (1 ) 27
Assets sold during the year 13 (7 ) 6
Purchases (sales) (31 ) 35 40 35 79
Transfers into Level 3 9 9
Exchange rate differences 1 3 25 1 30

Balance at December 31, 2012 164 153 830 35 1,182











Table of Contents
Note 17Employee benefits (Continued)
financing involving unrelated new investors, earnings multiple analyses using comparable companies and discounted cash flow analyses.
Hedge funds are normally not exchange-traded and the shares of the funds are not redeemed daily. Depending on the fund structure, the fair
values are derived through modeling techniques based on the values of the underlying assets adjusted to reflect liquidity and transferability
restrictions.
Contributions
Employer contributions were as follows:
In 2012, the discretionary contributions included non-cash contributions of $42 million of available-for-sale securities to the Company's
pension plans in the U.K. and the U.S.
The Company expects to contribute approximately $286 million to its defined benefit pension plans in 2013, of which discretionary
contributions are $44 million. All 2013 discretionary contributions are expected to be non-cash contributions. The Company expects to
contribute approximately $20 million to its other postretirement benefit plans in 2013.
The Company also maintains a number of defined contribution plans. The expense for these plans was $220 million, $144 million and
$97 million in 2012, 2011 and 2010, respectively.
The Company also contributed $11 million, $5 million and $30 million to multi-employer plans in 2012, 2011 and 2010, respectively.
Estimated future benefit payments
The expected future cash flows to be paid by the Company's plans in respect of pension and other postretirement benefit plans at
December 31, 2012, are as follows:
Medicare subsidies represent payments estimated to be received from the United States government as part of the Medicare Prescription
Drug, Improvement and Modernization Act of 2003. The United States government began making the subsidy payments for employers in 2006.
F-70

2012

2011

2012

2011

($ in millions)
Defined pension
benefits
Other postretirement
benefits
Total contributions to defined benefit pension and other
postretirement benefit plans 347 305 15 16
Of which, discretionary contributions to defined benefit
pension plans 83 36
Other postretirement benefits
($ in millions)
Pension
benefits

Benefit
payments

Medicare
subsidies

2013 663 21 (1 )
2014 664 21 (1 )
2015 653 21 (1 )
2016 653 21 (1 )
2017 639 21 (1 )
Years 2018 - 2022 3,122 105 (8 )
Table of Contents
Note 18Share-based payment arrangements
The Company has three principal share-based payment plans, as more fully described in the respective sections below. Compensation cost
for these principal plans and for other equity-settled awards is recorded in "Total cost of sales" and in "Selling, general and administrative
expenses" and totaled $60 million, $67 million and $66 million in 2012, 2011 and 2010, respectively. Compensation cost for cash-settled awards
is recorded in "Selling, general and administrative expenses" and is disclosed in the "WARs", "LTIP" and "Other share-based payments" sections
of this note. The total tax benefit recognized in 2012, 2011 and 2010, was not significant.
At December 31, 2012, the Company had the ability to issue up to 94 million new shares out of contingent capital in connection with share-
based payment arrangements. In addition, 19 million shares held by the Company in treasury stock at December 31, 2012, could be used to settle
share-based payment arrangements.
As the primary trading market for the shares of ABB Ltd is the SIX Swiss Exchange, on which the shares are traded in Swiss francs, certain
data disclosed below related to the instruments granted under share-based payment arrangements are presented in Swiss francs.
MIP
Under the MIP, the Company offers options and cash-settled WARs (and prior to the 2010 launch offered also physically-settled warrants)
to key employees for no consideration.
The warrants and options granted under the MIP allow participants to purchase shares of ABB Ltd at predetermined prices. Participants
may sell the warrants and options rather than exercise the right to purchase shares. Equivalent warrants are listed by a third-party bank on the
SIX Swiss Exchange, which facilitates pricing and transferability of warrants granted under this plan. The options entitle the holder to request
that the third-party bank purchase such options at the market price of equivalent listed warrants related to that MIP launch. If the participant
elects to sell the warrants or options, the instruments will thereafter be held by a third party and, consequently, the Company's obligation to
deliver shares will be toward this third party. Each WAR gives the participant the right to receive, in cash, the market price of an equivalent
listed warrant on the date of exercise of the WAR. The WARs are non-transferable.
Participants may exercise or sell warrants and options and exercise WARs after the vesting period, which is three years from the date of
grant. Vesting restrictions can be waived in certain circumstances such as death or disability. All warrants, options and WARs expire six years
from the date of grant.
Warrants and options
The fair value of each warrant and option is estimated on the date of grant using a lattice model that uses the weighted-average assumptions
noted in the table below. Expected volatilities are based on implied volatilities from equivalent listed warrants on ABB Ltd shares. The expected
term of the warrants and options granted has been assumed to be the contractual six-year life of each warrant and option, based on the fact that
after the vesting period, a participant can elect to sell the warrant or option rather than exercise the right to purchase shares, thereby realizing the
time value of the warrants and options. The risk-free rate is based on a six-year Swiss franc interest rate, reflecting the
F-71
Table of Contents
Note 18Share-based payment arrangements (Continued)
six-year contractual life of the warrants and options. In estimating forfeitures, the Company has used the data from previous comparable MIP
launches.
Presented below is a summary of the activity related to warrants and options under the MIP:
At December 31, 2012, there was $64 million of total unrecognized compensation cost related to non-vested warrants and options granted
under the MIP. That cost is expected to be recognized over a weighted-average period of 2.0 years. The weighted-average grant-date fair value
(per instrument) of warrants and options granted during 2012, 2011 and 2010 was 0.59 Swiss francs, 0.83 Swiss francs and 0.81 Swiss francs,
respectively. In 2011 and 2010, the aggregate intrinsic value (on the dates of exercise) of instruments exercised was 11 million Swiss francs and
9 million Swiss francs, respectively. The amount in 2012 was not significant.
F-72

2012

2011

2010

Expected volatility 27 % 26 % 30 %
Dividend yield 3.60 % 2.44 % 2.35 %
Expected term 6 years 6 years 6 years
Risk-free interest rate 0.30 % 1.59 % 1.20 %

Number of
instruments
(in millions)
Number of
shares
(in millions)
(1)

Weighted-
average
exercise
price
(in Swiss
francs)
(2)

Weighted-
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
(in millions
of Swiss
francs)
(3)

Outstanding at January 1, 2012 165.6 33.1 25.56
Granted 86.8 17.4 16.07
Exercised
(4)
(4.1 ) (0.8 ) 15.30
Forfeited (4.5 ) (0.9 ) 21.36
Expired (1.3 ) (0.3 ) 31.58

Outstanding at
December 31, 2012 242.5 48.5 22.38 3.7 45.8





Vested and expected to vest
at December 31, 2012 228.6 45.7 22.46 3.6 42.8
Exercisable at December 31,
2012 84.2 16.8 27.05 1.6 0.8
(1) Information presented reflects the number of shares of ABB Ltd that can be received upon exercise, as warrants and options have a conversion ratio of 5:1.

(2) Information presented reflects the exercise price per share of ABB Ltd.

(3) Computed using the closing price, in Swiss francs, of ABB Ltd shares on the SIX Swiss Exchange and the exercise price per share of ABB Ltd.

(4) The cash received upon exercise amounted to approximately $14 million. The shares were delivered out of treasury stock.
Table of Contents
Note 18Share-based payment arrangements (Continued)
Presented below is a summary, by launch, related to instruments outstanding at December 31, 2012:
WARs
As each WAR gives the holder the right to receive cash equal to the market price of the equivalent listed warrant on date of exercise, the
Company records a liability based upon the fair value of outstanding WARs at each period end, accreted on a straight-line basis over the three-
year vesting period. In "Selling, general and administrative expenses", the Company recorded income of $8 million and aggregate expense of
$8 million for 2011 and 2010, respectively, as a result of changes in both the fair value and vested portion of the outstanding WARs. The 2012
amount was not significant. To hedge its exposure to fluctuations in the fair value of outstanding WARs, the Company purchased cash-settled
call options, which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs. The cash-settled call
options are recorded as derivatives measured at fair value (see Note 5), with subsequent changes in fair value recorded through earnings to the
extent that they offset the change in fair value of the liability for the WARs. In 2011 and 2010, the Company recorded aggregate expense of
$24 million and $10 million, respectively, in "Selling, general and administrative expenses" related to the cash-settled call options. The 2012
amount was not significant.
The aggregate fair value of outstanding WARs was $26 million and $17 million at December 31, 2012 and 2011, respectively. The fair
value of WARs was determined based upon the trading price of equivalent warrants listed on the SIX Swiss Exchange.
Presented below is a summary of the activity related to WARs:
F-73
Exercise price (in Swiss francs)
(1)

Number of
instruments
(in millions)
Number of
shares
(in millions)
(2)

Weighted-average
remaining
contractual
term (in years)
26.00 25.9 5.2 0.4
36.40 27.1 5.4 1.4
19.00 22.8 4.6 2.4
22.50 37.0 7.4 3.4
25.50 44.3 8.9 4.4
15.75 69.7 13.9 5.4
17.50 15.7 3.1 5.4

Total number of instruments
and shares 242.5 48.5 3.7





(1) Information presented reflects the exercise price per share of ABB Ltd.

(2) Information presented reflects the number of shares of ABB Ltd that can be received upon exercise.

Number of WARs
(in millions)

Outstanding at January 1, 2012 61.3
Granted 17.3
Exercised (11.5 )
Expired (0.3 )



Outstanding at December 31, 2012 66.8



Exercisable at December 31, 2012 30.4
Table of Contents
Note 18Share-based payment arrangements (Continued)
The aggregate fair value at date of grant of WARs granted in 2012, 2011 and 2010, was $10 million, $10 million and $7 million,
respectively. In 2012, 2011 and 2010, share-based liabilities of $7 million, $7 million and $25 million, respectively, were paid upon exercise of
WARs by participants.
ESAP
The employee share acquisition plan (ESAP) is an employee stock-option plan with a savings feature. Employees save over a twelve-month
period, by way of regular payroll deductions. At the end of the savings period, employees choose whether to exercise their stock options using
their savings plus interest to buy ABB Ltd shares (American Depositary Shares (ADS) in the case of employees in the United States and
Canadaeach ADS representing one registered share of the Company) at the exercise price set at the grant date, or have their savings returned
with interest. The savings are accumulated in bank accounts held by a third-party trustee on behalf of the participants and earn interest.
Employees can withdraw from the ESAP at any time during the savings period and will be entitled to a refund of their accumulated savings.
The fair value of each option is estimated on the date of grant using the same option valuation model as described under the MIP, using the
assumptions noted in the table below. The expected term of the option granted has been determined to be the contractual one-year life of each
option, at the end of which the options vest and the participants are required to decide whether to exercise their options or have their savings
returned with interest. The risk-free rate is based on one-year Swiss franc interest rates, reflecting the one-year contractual life of the options. In
estimating forfeitures, the Company has used the data from previous ESAP launches.
Presented below is a summary of activity under the ESAP:
F-74
2012 2011 2010
Expected volatility 23 % 33 % 27 %
Dividend yield 3.45 % 3.13 % 2.49 %
Expected term 1 year 1 year 1 year
Risk-free interest rate 0 % 0 % 0.26 %

Number of
shares
(in millions)
(1)

Weighted-average
exercise price
(in Swiss francs)
(2)

Weighted-average
remaining
contractual
term (in years)
Aggregate
intrinsic value

(in millions of
Swiss francs)
(2)(3)

Outstanding at January 1, 2012 4.9 15.98
Granted 4.4 17.08
Forfeited (0.3 ) 15.99
Exercised
(4)
(2.3 ) 15.98
Not exercised (savings returned
plus interest) (2.3 ) 15.98

Outstanding at December 31,
2012 4.4 17.08 0.8 7.4



Vested and expected to vest at
December 31, 2012 4.2 17.08 0.8 7.1
Exercisable at December 31,
2012
(1) Includes shares represented by ADS.

(2) Information presented for ADS is based on equivalent Swiss franc denominated awards.

(3) Computed using the closing price, in Swiss francs, of ABB Ltd shares on the SIX Swiss Exchange and the exercise price of each option in Swiss francs.

(4) The cash received upon exercise was approximately $40 million and the corresponding tax benefit was not significant. The shares were delivered out of treasury
stock.
Table of Contents
Note 18Share-based payment arrangements (Continued)
The exercise prices per ABB Ltd share and per ADS of 17.08 Swiss francs and $18.30, respectively, for the 2012 grant, 15.98 Swiss francs
and $18.10, respectively, for the 2011 grant and 20.46 Swiss francs and $20.55, respectively, for the 2010 grant were determined using the
closing price of the ABB Ltd share on SIX Swiss Exchange and ADS on the New York Stock Exchange on the respective grant dates.
At December 31, 2012, there was $5 million of total unrecognized compensation cost related to non-vested options granted under the
ESAP. That cost is expected to be recognized over the first ten months of 2013 in "Total cost of sales" and in "Selling, general and
administrative expenses". The weighted-average grant-date fair value (per option) of options granted during 2012, 2011 and 2010, was 1.29
Swiss francs, 1.89 Swiss francs and 1.96 Swiss francs, respectively. The total intrinsic value (on the dates of exercise) of options exercised in
2012, 2011 and 2010, was not significant.
LTIP
The Company has a long-term incentive plan (LTIP) for members of its Executive Committee and selected other executives (Eligible
Participants), as defined in the terms of the LTIP and determined by the Company's Governance, Nomination and Compensation Committee.
The LTIP involves annual conditional grants of the Company's stock to such Eligible Participants that are subject to certain conditions. The
2012, 2011 and 2010 launches under the LTIP are each composed of two components: (i) a performance component (earnings per share
performance for the 2012 launch and share-price performance for the 2011 and 2010 launches) and (ii) a retention component.
Under the performance component, the number of shares granted is dependent upon the base salary of the Eligible Participant. For the 2012
LTIP launch, the actual number of shares that will vest at a future date is dependent on (i) the Company's weighted cumulative earnings per
share performance over three financial years, beginning with the year of launch, and (ii) the fulfillment of the service condition as defined in the
terms and conditions of the LTIP. The cumulative earnings per share performance is weighted as follows: 33 percent of the first year's result,
67 percent of the second year's result and 100 percent of the third year's result. The actual number of shares that ultimately vest will vary
depending on the weighted cumulative earnings per share outcome, interpolated between a lower threshold (no shares vest) and an upper
threshold (the number of shares vesting is capped at 200 percent of the conditional grant). For the 2011 and 2010 LTIP launches, the actual
number of shares that will vest at a future date is dependent on (i) the performance of ABB Ltd shares during a defined three-year period
(Evaluation Period) compared to those of a selected peer group of publicly-listed multinational companies and (ii) the fulfillment of the service
condition as defined in the terms and conditions of the LTIP. The actual number of shares that ultimately vest cannot exceed 100 percent of the
conditional grant. The performance of the Company compared to its peers over the Evaluation Period will be measured as the sum, in percentage
terms, of the average percentage price development of the ABB Ltd share price over the Evaluation Period (from a reference price of 22.25
Swiss francs and 21.63 Swiss francs for the 2011 and 2010 launches, respectively) and an average annual dividend yield percentage (the
Company's Performance). In order for shares to vest, the Company's Performance over the Evaluation Period must be equal to or better than half
of the defined peers. The actual number of shares to be delivered by the Company, after the end of the Evaluation Period, will be dependent on
the Company's ranking in comparison with the defined peers. The full amount of the grant will vest if the Company's Performance is positive
and better than three-quarters of the defined peers. If the Company's Performance is negative but other conditions are met, a reduced number of
shares will vest. In addition, if the Company's net income (adjusted for the financial impact of items that are, in the opinion of the Company's
Board, non-operating, non-recurring or unforeseensuch as
F-75
Table of Contents
Note 18Share-based payment arrangements (Continued)
divestments and acquisitions) is negative for the year preceding the year in which the Evaluation Period ends, no shares will vest, irrespective of
the outcome of the Company's Performance.
Under the retention component of the 2012, 2011 and 2010 LTIP launches, each Eligible Participant was conditionally granted an
individually defined maximum number of shares which fully vest at the end of the respective vesting periods (if the participant remains an
Eligible Participant till the end of such period).
For the 2012, 2011 and 2010 LTIP launches, under the performance component, an Eligible Participant receives, in cash, 100 percent of the
value of the shares that have vested. Under the retention component, an Eligible Participant receives 70 percent of the shares that have vested in
the form of shares and 30 percent of the value of the shares that have vested in cash, with the possibility to elect to receive the 30 percent portion
also in shares rather than cash.
Presented below is a summary of activity under the LTIP:
Equity-settled awards are recorded in the "Capital stock and additional paid-in capital" component of stockholders' equity, with
compensation cost recorded in "Selling, general and administrative expenses" over the vesting period (which is from grant date to the end of the
vesting period) based on the grant-date fair value of the shares. Cash-settled awards are recorded as a liability remeasured at fair value at each
reporting date for the percentage vested, with changes in the liability recorded in "Selling, general and administrative expenses".
At December 31, 2012, there was $12 million of total unrecognized compensation cost related to equity-settled awards under the LTIP. That
cost is expected to be recognized over a weighted-average period of 1.9 years. The compensation cost recorded in 2012, 2011 and 2010, for
cash-settled awards was not significant.
The aggregate fair value, at the dates of grant, of shares granted in 2012, 2011 and 2010, was approximately $22 million, $16 million and
$7 million, respectively. The total grant-date fair value of shares that vested during 2010 was $10 million. The amounts for 2012 and 2011 were
not significant. The weighted-average grant-date fair value (per share) of shares granted during 2012, 2011 and 2010, was 15.21 Swiss francs,
17.91 Swiss francs and 13.79 Swiss francs, respectively.
F-76

Number of shares


Equity &
Cash or
choice of
100% Equity
Settlement
(1)

(in thousands)
Only Cash
Settlement
(2)

(in thousands)
Total
(in thousands)
Weighted-average
grant-date
fair value
per share
(Swiss francs)
Nonvested at January 1, 2012 1,854 497 2,351 13.25
Granted 868 516 1,384 15.21
Vested (205 ) (205 ) 20.75
Expired
(3)
(885 ) (20 ) (905 ) 7.33
Forfeited (9 ) (9 ) 21.57

Nonvested at December 31,
2012 1,623 993 2,616 15.72







(1) Shares that, subject to vesting, the Eligible Participant can elect to receive 100 percent in the form of shares.

(2) Shares that, subject to vesting, the Eligible Participant can only receive in cash.

(3) Expired as the criteria for the Company's performance condition were not satisfied.
Table of Contents
Note 18Share-based payment arrangements (Continued)
For the earnings per share performance component of the 2012 LTIP launch, the aggregate fair value of the conditionally granted shares is
based on the market price of the ABB Ltd share at each reporting date and the probable outcome of the earnings per share achievement that
would result in the vesting of the highest number of shares, as computed using a Monte Carlo simulation model. The main inputs to this model
are revenue growth rates and Operational EBITDA margin (see Note 23 for a definition) targets.
The aggregate fair value of the shares relating to the (cash-settled) share-price performance component under the 2011 and 2010 LTIP
launches is based on the market price of the ABB Ltd share at each reporting date adjusted for the probability of vesting as computed using a
Monte Carlo simulation model at each reporting date. The main inputs to the Monte Carlo simulation model for the December 31, 2012 and
2011, fair values for the Company and each peer company were as follows:
For the retention component under the 2012, 2011 and 2010 LTIP launches, the fair value of granted shares for equity-settled awards is the
market price of the ABB Ltd share on grant date and the fair value of granted shares for cash-settled awards is the market price of the ABB Ltd
share at each reporting date.
Other share-based payments
The Company has other minor share-based payment arrangements with certain employees. The compensation cost recorded in "Selling,
general and administrative expenses" in 2012, 2011 and 2010, for the cash-settled arrangements was not significant.
Note 19Stockholders' equity
At both December 31, 2012 and 2011, the Company had 2,819 million authorized shares, of which 2,315 million were registered and
issued.
At the Annual General Meeting of Shareholders (AGM) held in April 2012 and at the AGM held in April 2011, shareholders approved the
payment of a dividend of 0.65 Swiss francs per share and 0.60 Swiss francs per share, respectively, both out of the capital contribution reserve in
stockholders' equity of the unconsolidated statutory financial statements of ABB Ltd, prepared in accordance with Swiss law. The dividends
were paid in May 2012 (amounting to $1,626 million) and May 2011 (amounting to $1,569 million), respectively. In April 2010, at the AGM,
shareholders approved the payment of a dividend in the form of a nominal value reduction of 0.51 Swiss francs per share, reducing the nominal
value of ABB Ltd's shares from 1.54 Swiss francs per share to 1.03 Swiss francs per share. The distribution, paid in July 2010 and equivalent to
$1,112 million, resulted in a reduction in "Capital stock and additional paid-in capital".
During 2010, the Company purchased on the open market an aggregate of 12.1 million of its own shares for use in connection with its
employee incentive plans. These transactions resulted in an
F-77
December 31,
2012 2011
Cash-settled awards at From To From To
Input ranges for:
Option implied volatilities (%) 16.2 48.4 16.6 49.8
Risk-free rates (%) 1.0 3.1 1.0 3.7
Equity betas 0.85 1.24 0.86 1.26
Equity risk premiums (%) 5.0 7.0 5.0 7.0
Table of Contents
Note 19Stockholders' equity (Continued)
increase in treasury stock of $228 million. During 2012 and 2011 there were no purchases or sales of treasury stock on the open market.
Upon and in connection with each launch of the Company's MIP, the Company sold call options to a bank at fair value, giving the bank the
right to acquire shares equivalent to the number of shares represented by the MIP warrant and WAR awards to participants. Under the terms of
the agreement with the bank, the call options can only be exercised by the bank to the extent that MIP participants have either sold or exercised
their warrants or exercised their WARs.
In 2012, 2011 and 2010, the bank exercised certain of the call options it held. As a consequence, in 2012, the Company delivered
2.7 million shares out of treasury stock and in 2011 and 2010, the Company delivered 6.0 million and 2.1 million shares, respectively, from
contingent capital.
At December 31, 2012, such call options representing 8.5 million shares and with strike prices ranging from 15.75 to 36.40 Swiss francs
were held by the bank. The call options expire in periods ranging from May 2013 to May 2018. However, only 1.8 million of these instruments,
with strike prices ranging from 19.00 to 36.40 Swiss francs, could be exercised at December 31, 2012, under the terms of the agreement with the
bank.
In addition to the above, at December 31, 2012, the Company had further outstanding obligations to deliver:
up to 2.7 million shares, at a strike price of 26.00 Swiss francs, relating to the options granted under the 2007 launch of the MIP,
vesting in May 2010 and expiring in May 2013,

up to 2.9 million shares, at a strike price of 36.40 Swiss francs, relating to the options granted under the 2008 launch of the MIP,
vesting in May 2011 and expiring in May 2014,

up to 4.5 million shares, at a strike price of 19.00 Swiss francs, relating to the options granted under the 2009 launch of the MIP,
vesting in May 2012 and expiring in May 2015,

up to 7.4 million shares, at a strike price of 22.50 Swiss francs, relating to the options granted under the 2010 launch of the MIP,
vesting in May 2013 and expiring in May 2016,

up to 8.9 million shares, at a strike price of 25.50 Swiss francs, relating to the options granted under the 2011 launch of the MIP,
vesting in May 2014 and expiring in May 2017,

up to 17.1 million shares, at a weighted-average strike price of 16.07 Swiss francs, relating to the options granted under the 2012
launches of the MIP, vesting in May 2015 and expiring in May 2018,

up to 4.4 million shares, at a strike price of $18.30 (to employees in the U.S. and Canada) and at a strike price of 17.08 Swiss
francs (to employees in other countries) under the ESAP, vesting and expiring in November 2013,

up to 1.6 million shares free-of-charge to Eligible Participants under the 2012, 2011 and 2010 launches of the LTIP, vesting and
expiring in May 2015, March 2014 and March 2013, respectively, and

approximately 2 million shares in connection with certain other share-based payment arrangements with employees.
See Note 18 for a description of the above share-based payment arrangements.
F-78
Table of Contents
Note 19Stockholders' equity (Continued)
In November 2012 and 2010, the Company delivered 2.3 million and 3.2 million shares, respectively, from treasury stock, under the ESAP.
In 2011, the number of shares delivered under the ESAP was not significant.
Amounts available to be distributed as dividends to the stockholders of ABB Ltd are based on the requirements of Swiss law and ABB Ltd's
Articles of Incorporation, and are determined based on amounts presented in the unconsolidated financial statements of ABB Ltd, Zurich,
prepared in accordance with Swiss law. At December 31, 2012, of the 12,357 million Swiss francs ($13,504 million) total stockholders' equity
reflected in such unconsolidated financial statements, 2,384 million Swiss francs ($2,605 million) represents share capital and 9,973 million
Swiss francs ($10,899 million) represent reserves. Of these reserves, legal reserves for own shares of 395 million Swiss francs ($432 million)
and ordinary legal reserves of 1,000 million Swiss francs ($1,093 million) are restricted.
In February 2013, the Company announced that a proposal will be put to the 2013 AGM to distribute 0.68 Swiss francs per share to
shareholders.
Note 20Earnings per share
Basic earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year. Diluted
earnings per share is calculated by dividing income by the weighted-average number of shares outstanding during the year, assuming that all
potentially dilutive securities were exercised, if dilutive. Potentially dilutive securities comprise outstanding written call options and outstanding
options and shares granted subject to certain conditions under the Company's share-based payment arrangements. In 2012, 2011 and 2010,
outstanding securities representing a maximum of 56 million, 39 million and 26 million shares, respectively, were excluded from the calculation
of diluted earnings per share as their inclusion would have been anti-dilutive.
Basic earnings per share:
F-79
($ in millions, except per share data in $)
2012

2011

2010

Amounts attributable to ABB shareholders:
Income from continuing operations, net of tax 2,700 3,159 2,551
Income from discontinued operations, net of tax 4 9 10

Net income 2,704 3,168 2,561







Weighted-average number of shares outstanding (in
millions) 2,293 2,288 2,287
Basic earnings per share attributable to ABB
shareholders:
Income from continuing operations, net of tax 1.18 1.38 1.12
Income from discontinued operations, net of tax

Net income 1.18 1.38 1.12







Table of Contents
Note 20Earnings per share (Continued)
Diluted earnings per share:
F-80
($ in millions, except per share data in $) 2012 2011 2010
Amounts attributable to ABB shareholders:
Income from continuing operations, net of tax 2,700 3,159 2,551
Income from discontinued operations, net of tax 4 9 10

Net income 2,704 3,168 2,561







Weighted-average number of shares outstanding (in
millions) 2,293 2,288 2,287
Effect of dilutive securities:
Call options and shares 2 3 4

Dilutive weighted-average number of shares
outstanding 2,295 2,291 2,291







Diluted earnings per share attributable to ABB
shareholders:
Income from continuing operations, net of tax 1.18 1.38 1.11
Income from discontinued operations, net of tax 0.01

Net income 1.18 1.38 1.12







Table of Contents
Note 21Other comprehensive income
The following table includes amounts recorded within "Total other comprehensive income (loss)" including the related income tax effects.

2012

2011

2010

($ in millions)
Before
tax
Tax
effect
Net of
tax
Before
tax
Tax
effect
Net of
tax
Before
tax
Tax
effect
Net of
tax
Foreign currency
translation
adjustments 389 (6 ) 383 (280 ) 5 (275 ) 362 8 370
Available-for-
sale securities:
Net unrealized
gains (losses)
arising during
the year 5 (2 ) 3 (2 ) (1 ) (3 ) 16 (3 ) 13
Reclassification
adjustments for
net (gains)
losses included
in net income 1 1 3 2 5 (16 ) 1 (15 )



















Unrealized gains
(losses) on
available-for-
sale securities 6 (2 ) 4 1 1 2 (2 ) (2 )
Pension and
other
postretirement
plans:
Prior service
(costs) credits
arising during
the year (42 ) 6 (36 ) (35 ) 12 (23 ) (70 ) 16 (54 )
Amortization of
prior service
costs (credits)
included in net
income 33 (3 ) 30 35 (13 ) 22 17 (5 ) 12

Net prior service
cost arising
during the year (9 ) 3 (6 ) (1 ) (1 ) (53 ) 11 (42 )
Net actuarial
gains (losses)
arising during
the year (846

) 245 (601

) (750

) 157 (593

) 156 (32

) 124
Amortization of
net actuarial
(gains) losses
included in net
income 102 (32 ) 70 55 (11 ) 44 76 (14 ) 62

Net actuarial
gains (losses)
arising during
the year (744 ) 213 (531 ) (695 ) 146 (549 ) 232 (46 ) 186
Amortization of
transition
liability
included in net
income 1 1 1 1



















Pension and
other
F-81
postretirement
plans
adjustments (753 ) 216 (537 ) (694 ) 145 (549 ) 180 (35 ) 145

Cash flow hedge
derivatives:
Net gains (losses)
arising during
the year 74 (21 ) 53 (21 ) 2 (19 ) 123 (32 ) 91
Reclassification
adjustments for
net (gains)
losses included
in net income (42 ) 14 (28 ) (88 ) 27 (61 ) (29 ) 10 (19 )

Unrealized gains
(losses) of cash
flow hedge
derivatives 32 (7 ) 25 (109 ) 29 (80 ) 94 (22 ) 72

Total other
comprehensive
income (loss) (326 ) 201 (125 ) (1,082 ) 180 (902 ) 636 (51 ) 585



















Table of Contents
Note 22Restructuring and related expenses
Restructuring-related activities
In 2012 and 2011, the Company executed minor restructuring-related activities and incurred charges of $180 million and $164 million,
respectively, which were mainly recorded in "Total cost of sales".
At December 31, 2012 and 2011, the balance of restructuring and related liabilities is primarily included in "Provisions and other current
liabilities".
Cost take-out program
In December 2008, the Company announced a two-year cost take-out program that aimed to sustainably reduce the Company's cost of sales
and general and administrative expenses. As of December 31, 2010, the Company had substantially completed the cost take-out program.
The Company recorded the following expenses under this program:
These expenses were recorded as follows:
F-82
($ in millions) 2012 2011
Employee severance costs 92 83
Estimated contract settlement, loss order and other costs 72 53
Inventory and long-lived asset impairments 16 28

Total 180 164





($ in millions)
Cumulative costs
incurred up to
December 31, 2010 2010
Employee severance costs 536 95
Estimated contract settlement, loss order and other
costs 230 98
Inventory and long-lived asset impairments 70 20

Total 836 213





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

2010

Total cost of sales 475 110
Selling, general and administrative expenses 143 36
Other income (expense), net 218 67

Total 836 213





Table of Contents
Note 22Restructuring and related expenses (Continued)
Expenses incurred under the program, per operating segment, were as follows:
The most significant individual exit plans within this program related to the reorganization of the Company's Robotics business, the
downsizing of the former Automation Products business in France and Germany, as well as the Power Systems business in Germany.
Note 23Operating segment and geographic data
The Chief Operating Decision Maker (CODM) is the Company's Executive Committee. The CODM allocates resources to and assesses the
performance of each operating segment using the information outlined below. The Company's operating segments consist of Power Products,
Power Systems, Discrete Automation and Motion, Low Voltage Products and Process Automation. The remaining operations of the Company
are included in Corporate and Other.
A description of the types of products and services provided by each reportable segment is as follows:
Power Products: manufactures and sells high- and medium-voltage switchgear and apparatus, circuit breakers for all current and
voltage levels, power and distribution transformers and sensors for electric, gas and water utilities and for industrial and
commercial customers.

Power Systems: designs, installs and upgrades high-efficiency transmission and distribution systems and power plant automation
and electrification solutions, including monitoring and control products, software and services and incorporating components
manufactured by both the Company and by third parties.

Discrete Automation and Motion: manufactures and sells motors, generators, variable speed drives, rectifiers, excitation systems,
robotics, programmable logic controllers, and related services for a wide range of applications in factory automation, process
industries, and utilities.

Low Voltage Products: manufactures products and systems that provide protection, control and measurement for electrical
installations, as well as enclosures, switchboards, electronics and electromechanical devices for industrial machines, plants and
related service. In addition the segment manufactures products for wiring and cable management, cable protection systems, power
connection and safety. The segment also makes intelligent building control systems for home and building automation to improve
comfort, energy efficiency and security.

Process Automation: develops and sells control and plant optimization systems, automation products and solutions, including
instrumentation, as well as industry-specific application knowledge and services for the oil, gas and petrochemicals, metals and
minerals, marine and turbocharging, pulp and paper, chemical and pharmaceuticals, and power industries.
F-83
($ in millions)
Cumulative costs
incurred up to
December 31, 2010

2010

Power Products 122 44
Power Systems 139 48
Discrete Automation and Motion 256 35
Low Voltage Products 114 36
Process Automation 183 44
Corporate and Other 22 6

Total 836 213





Table of Contents
Note 23Operating segment and geographic data (Continued)
Corporate and Other: includes headquarters, central research and development, the Company's real estate activities, Group
treasury operations and other minor activities.
The Company evaluates the performance of its segments based on operational earnings before interest, taxes, depreciation and amortization
(Operational EBITDA) and Operational EBITDA margin (being Operational EBITDA as a percentage of Operational revenues).
Operational EBITDA represents earnings before interest and taxes (EBIT) excluding depreciation and amortization, restructuring and
restructuring-related expenses, adjusted for the following: (i) unrealized gains and losses on derivatives (foreign exchange, commodities,
embedded derivatives), (ii) realized gains and losses on derivatives where the underlying hedged transaction has not yet been realized,
(iii) unrealized foreign exchange movements on receivables/payables (and related assets/liabilities), (iv) acquisition-related expenses and
(v) certain non-recurring items.
Operational revenues are total revenues adjusted for the following: (i) unrealized gains and losses on derivatives, (ii) realized gains and
losses on derivatives where the underlying hedged transaction has not yet been realized, and (iii) unrealized foreign exchange movements on
receivables (and related assets).
The CODM primarily reviews the results of each segment on a basis that is before the elimination of profits made on inventory sales
between segments. Segment results below are presented before these eliminations, with a total deduction for intersegment profits to arrive at the
Company's consolidated Operational EBITDA.
The following tables present segment revenues, depreciation and amortization, Operational EBITDA, Operational EBITDA margin, as well
as reconciliations of Operational EBITDA to EBIT and Operational revenues to Total revenues, capital expenditure and total assets.
Intersegment sales and transfers for 2012, 2011 and 2010, are accounted for as if the sales and transfers were to third parties, at current market
prices.
F-84

2012

($ in millions)
Third-party
revenues
Intersegment
revenues
Total
revenues
Depreciation
and
amortization
Operational
revenues
Operational
EBITDA
(1)

Operational
EBITDA
margin (%)
Power
Products 8,987 1,730 10,717 209 10,702 1,585 14.8 %
Power
Systems 7,575 277 7,852 174 7,812 290 3.7 %
Discrete
Automation
and
Motion 8,480 925 9,405 263 9,405 1,735 18.4 %
Low Voltage
Products 6,276 362 6,638 250 6,626 1,219 18.4 %
Process
Automation 7,946 210 8,156 82 8,134 1,003 12.3 %
Corporate
and Other 72 1,505 1,577 204 1,576 (279 )
Intersegment
elimination (5,009 ) (5,009 ) (5,009 ) 2

Consolidated 39,336 39,336 1,182 39,246 5,555 14.2 %















Table of Contents
Note 23Operating segment and geographic data (Continued)

F-85

2011

($ in millions)
Third-party
revenues
Intersegment
revenues
Total
revenues
Depreciation
and
amortization
Operational
revenues
Operational
EBITDA
(1)

Operational
EBITDA
margin (%)
Power
Products 9,028 1,841 10,869 200 10,901 1,782 16.3 %
Power
Systems 7,833 268 8,101 144 8,128 743 9.1 %
Discrete
Automation
and
Motion 8,047 759 8,806 251 8,817 1,664 18.9 %
Low Voltage
Products 4,953 351 5,304 116 5,315 1,059 19.9 %
Process
Automation 8,078 222 8,300 83 8,318 1,028 12.4 %
Corporate
and Other 51 1,508 1,559 201 1,558 (282 )
Intersegment
elimination (4,949 ) (4,949 ) (4,949 ) 20

Consolidated 37,990 37,990 995 38,088 6,014 15.8 %















2010
($ in millions)
Third-party
revenues
Intersegment
revenues
Total
revenues
Depreciation
and
amortization
Operational
revenues
Operational
EBITDA
(1)

Operational
EBITDA
margin (%)
Power
Products 8,486 1,713 10,199 177 10,202 1,861 18.2 %
Power
Systems 6,590 196 6,786 84 6,783 304 4.5 %
Discrete
Automation
and
Motion 4,978 639 5,617 78 5,613 1,026 18.3 %
Low Voltage
Products 4,263 291 4,554 105 4,554 926 20.3 %
Process
Automation 7,209 223 7,432 76 7,427 925 12.5 %
Corporate
and Other 63 1,468 1,531 182 1,532 (230 )
Intersegment
elimination (4,530 ) (4,530 ) (4,530 ) 12

Consolidated 31,589 31,589 702 31,581 4,824 15.3 %















(1) Operational EBITDA by segment is presented before the elimination of intersegment profits made on inventory sales.
Table of Contents
Note 23Operating segment and geographic data (Continued)
F-86

2012

($ in millions, except
Operational
EBITDA margin in %)
Power
Products
Power
Systems
Discrete
Automation
and Motion
Low
Voltage
Products
Process
Automation
Corporate
and
Other and
Intersegment
elimination Consolidated
Operational
revenues 10,702 7,812 9,405 6,626 8,134 (3,433 ) 39,246
Unrealized gains
and losses on
derivatives 30 68 (3 ) 17 18 1 131
Realized gains and
losses on
derivatives where
the underlying
hedged
transaction has
not yet been
realized (2 ) (23 ) 4 (21 )
Unrealized foreign
exchange
movements on
receivables (and
related assets) (13 ) (5 ) 3 (5 ) (20 )

Total revenues 10,717 7,852 9,405 6,638 8,156 (3,432 ) 39,336
Operational
EBITDA 1,585 290 1,735 1,219 1,003 (277 ) 5,555
Depreciation and
amortization (209 ) (174 ) (263 ) (250 ) (82 ) (204 ) (1,182 )
Acquisition-related
expenses and
certain non-
operational items (1 ) (70 ) (8 ) (106 ) (2 ) (12 ) (199 )
Unrealized gains
and losses on
derivatives
(foreign
exchange,
commodities,
embedded
derivatives) 43 44 2 21 27 (2 ) 135
Realized gains and
losses on
derivatives where
the underlying
hedged
transaction has
not yet been
realized (6 ) (21 ) 1 (2 ) (28 )
Unrealized foreign
exchange
movements on
receivables/payables
(and related
assets/liabilities) (19 ) (10 ) (2 ) (5 ) (4 ) (3 ) (43 )
Restructuring and
restructuring-
related expenses (65 ) (52 ) 4 (23 ) (28 ) (16 ) (180 )















EBIT 1,328 7 1,469 856 912 (514 ) 4,058
Operational
EBITDA
margin (%) 14.8 % 3.7 % 18.4 % 18.4 % 12.3 % 14.2 %
Table of Contents
Note 23Operating segment and geographic data (Continued)

2011
($ in millions, except
Operational
EBITDA margin in %)
Power
Products

Power
Systems

Discrete
Automation
and Motion

Low
Voltage
Products

Process
Automation

Corporate
and
Other and
Intersegment
elimination

Consolidated

Operational
revenues 10,901 8,128 8,817 5,315 8,318 (3,391 ) 38,088
Unrealized gains
and losses on
derivatives (49 ) (56 ) (29 ) (16 ) (39 ) 1 (188 )
Realized gains and
losses on
derivatives where
the underlying
hedged
transaction has
not yet been
realized (17 ) (19 ) 1 2 (33 )
Unrealized foreign
exchange
movements on
receivables (and
related assets) 34 48 17 5 19 123

Total revenues 10,869 8,101 8,806 5,304 8,300 (3,390 ) 37,990
Operational
EBITDA 1,782 743 1,664 1,059 1,028 (262 ) 6,014
Depreciation and
amortization (200 ) (144 ) (251 ) (116 ) (83 ) (201 ) (995 )
Acquisition-related
expenses and
certain non-
operational items (90 ) (17 ) (107 )
Unrealized gains
and losses on
derivatives
(foreign
exchange,
commodities,
embedded
derivatives) (58 ) (16 ) (29 ) (21 ) 4 (38 ) (158 )
Realized gains and
losses on
derivatives where
the underlying
hedged
transaction has
not yet been
realized (14 ) (19 ) (2 ) 2 1 (32 )
Unrealized foreign
exchange
movements on
receivables/payables
(and related
assets/liabilities) 36 38 12 2 20 1 109
Restructuring and
restructuring-
related expenses (70 ) (54 ) (10 ) (20 ) (8 ) (2 ) (164 )















EBIT 1,476 548 1,294 904 963 (518 ) 4,667
Operational
EBITDA
margin (%) 16.3 % 9.1 % 18.9 % 19.9 % 12.4 % 15.8 %
F-87
Table of Contents
Note 23Operating segment and geographic data (Continued)

F-88
2010
($ in millions, except Operational
EBITDA margin in %)
Power
Products
Power
Systems
Discrete
Automation

and Motion
Low
Voltage
Products
Process
Automation
Corporate
and
Other and
Intersegment

elimination Consolidated
Operational revenues 10,202 6,783 5,613 4,554 7,427 (2,998 ) 31,581
Unrealized gains and losses
on derivatives 20 30 16 3 11 80
Realized gains and losses on
derivatives where the
underlying hedged
transaction has not yet
been realized 6 9 (1 ) 1 12 1 28
Unrealized foreign exchange
movements on receivables
(and related assets) (29 ) (36 ) (11 ) (4 ) (18 ) (2 ) (100 )

Total revenues 10,199 6,786 5,617 4,554 7,432 (2,999 ) 31,589
Operational EBITDA 1,861 304 1,026 926 925 (218 ) 4,824
Depreciation and
amortization (177 ) (84 ) (78 ) (105 ) (76 ) (182 ) (702 )
Unrealized gains and losses
on derivatives (foreign
exchange, commodities,
embedded derivatives) 10 (8 ) 6 4 (33 ) 18 (3 )
Realized gains and losses on
derivatives where the
underlying hedged
transaction has not yet
been realized 4 (15 ) 3 (1 ) (9 )
Unrealized foreign exchange
movements on
receivables/payables (and
related assets/liabilities) (18 ) (35 ) (8 ) (1 ) (16 ) (1 ) (79 )
Restructuring and
restructuring-related
expenses (44 ) (48 ) (35 ) (36 ) (44 ) (6 ) (213 )

EBIT 1,636 114 911 788 759 (390 ) 3,818
Operational EBITDA
margin (%) 18.2 % 4.5 % 18.3 % 20.3 % 12.5 % 15.3 %
Table of Contents
Note 23Operating segment and geographic data (Continued)

Geographic information
Revenues by geography reflect the location of the customer. Approximately 17 percent, 14 percent and 10 percent of the Company's total
revenues in 2012, 2011 and 2010, respectively, came from customers in the United States. Approximately 12 percent, 13 percent and 14 percent
of the Company's total revenues in 2012, 2011 and 2010, respectively, were generated from customers in China. In 2012, 2011, and 2010, more
than 98 percent of the Company's total revenues were generated from customers outside Switzerland.
Long-lived assets represent "Property, plant and equipment, net" and are shown by location of the assets. At December 31, 2012,
approximately 17 percent of the Company's long-lived assets were located in each of Switzerland and the United States. At December 31, 2011,
approximately 19 percent and 13 percent of the Company's long-lived assets were located in Switzerland and Sweden, respectively.
The Company does not segregate revenues derived from transactions with external customers for each type or group of products and
services. Accordingly, it is not practicable for the Company to present revenues from external customers by product and service type.
At December 31, 2012, approximately 49 percent of the Company's employees are subject to collective bargaining agreements in various
countries. Approximately half of these agreements will expire in 2013. Collective bargaining agreements are subject to various regulatory
requirements and are renegotiated on a regular basis in the normal course of business.
F-89

Capital expenditure
(1)

Total assets
(1)

($ in millions)
2012

2011

2010

2012

2011

2010

Power Products 259 192 200 7,701 7,355 7,205
Power Systems 194 136 119 8,083 7,469 6,039
Discrete Automation and Motion 197 202 98 9,416 9,195 3,696
Low Voltage Products 208 149 100 9,534 3,333 2,899
Process Automation 91 72 76 4,847 4,777 4,728
Corporate and Other 344 270 247 9,489 7,519 11,728

Consolidated 1,293 1,021 840 49,070 39,648 36,295













(1) Capital expenditure and Total assets are after intersegment eliminations and therefore refer to third-party activities only.
Revenues
Long-lived
assets at
December 31,
($ in millions) 2012 2011 2010 2012 2011
Europe 14,073 14,657 12,378 3,543 3,067
The Americas 10,699 9,043 6,213 1,347 829
Asia 10,750 10,136 8,872 883 862
Middle East and Africa 3,814 4,154 4,126 174 164

39,336 37,990 31,589 5,947 4,922














ABB LTD

CERTAIN SUBSIDIARIES OF ABB LTD
AS BORROWERS

WITH

THE MANDATED LEAD ARRANGERS

WITH

CREDIT SUISSE AG, LONDON BRANCH
AS FACILITY AGENT
AND EURO SWINGLINE AGENT

WITH

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
AS DOLLAR SWINGLINE AGENT

AND

NORDEA BANK AB (PUBL)
AS SEK SWINGLINE AGENT


$2,000,000,000
MULTICURRENCY REVOLVING CREDIT AGREEMENT

DATED 7 OCTOBER 2009
AS AMENDED AND RESTATED PURSUANT TO
AN AMENDMENT AND RESTATEMENT AGREEMENT
DATED 16 NOVEMBER 2010 AND AS AMENDED
PURSUANT TO AN AMENDMENT AGREEMENT DATED 26
OCTOBER 2012




Exhibit 4.1


CONFORMED COPY


LIMITED LIABILITY PARTNERSHIP

CONTENTS


1

Clause

Page

1. Definitions and Interpretation

4

2. The Facility

24

3. Purpose

28

4. Conditions of Utilisation

28

5. Utilisation

30

6. Optional Currencies

33

7. Repayment

34

8. Prepayment and Cancellation

35

9. Interest

40

10. Interest Periods

41

11. Changes to the Calculation of Interest

41

12. Fees

43

13. Tax Gross Up and Indemnities

45

14. Increased Costs

49

15. Other Indemnities

50

16. Mitigation by the Lenders

51

17. Costs and Expenses

52

18. Guarantee and Indemnity

52

19. Representations

56

20. Information Undertakings

58

21. General Undertakings

62

22. Events of Default

65

23. Changes to the Lenders

69

24. Changes to the Obligors

74

25. Role of the Agents and the Mandated Lead Arrangers

76

26. Conduct of Business by the Finance Parties

82

27. Sharing among the Lenders

83

28. Payment Mechanics

85

29. Set-Off

89

30. Notices

89



2

31. Calculation and Certificates

92

32. Partial Invalidity

92

33. Remedies and Waivers

92

34. Amendments and Waivers

93

35. Counterparts

95

36. Governing Law

96

37. Enforcement

96

Schedule 1

97

Part I The Original Lenders

97

Part II The Dollar Swingline Lenders

99

Part III The Euro Swingline Lenders

100

Part IV The SEK Swingline Lenders

101

Part V The Original Obligors

102

Schedule 2 Conditions Precedent

103

Part I Conditions Precedent

103

Part II Additional Borrower Conditions Precedent

104

Schedule 3 Utilisation Request

106

Schedule 4 Form Of Transfer Certificate

108

Schedule 5 Timetables

110

Schedule 6 Form Of Borrower Accession Letter

112

Schedule 7 Form Of Resignation Letter

113

Schedule 8 Mandatory Cost

114

Schedule 9 Material Subsidiaries

117

Schedule 10 Form of Increase Confirmation

118

THIS AGREEMENT is dated 7 October 2009 as amended and restated on 16 November 2010 and made between:(1)

(1) ABB LTD , a company incorporated in Switzerland whose registered office is at Affolternstrasse 44, CH-8050 Zurich, Switzerland (
ABB or the Guarantor );

(2) THE SUBSIDIARIES OF ABB listed in Part V of Schedule 1 ( The Original Obligors ) as original borrowers (the Original
Borrowers );

(3) BANCO BILBAO VIZCAYA ARGENTARIA, S.A.; BANC OF AMERICA SECURITIES LIMITED; BANCO SANTANDER,
S.A.; BANK OF CHINA LIMITED, LONDON BRANCH; BARCLAYS CAPITAL; BNP PARIBAS; CITIGROUP GLOBAL
MARKETS LIMITED; COMMERZBANK AKTIENGESELLSCHAFT; CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK; CREDIT SUISSE AG, LONDON BRANCH; DEUTSCHE BANK AG; DNB NOR BANK ASA;
GOLDMAN SACHS INTERNATIONAL; HANDELSBANKEN CAPITAL MARKETS, SVENSKA HANDELSBANKEN AB
(PUBL); HSBC BANK PLC; INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, THROUGH ICBC
(LONDON) LIMITED; ING BANK N.V.; INTESA SANPAOLO SPA; J.P.MORGAN PLC; MERCHANT BANKING,
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL); MORGAN STANLEY BANK, N.A.; NORDEA BANK AB (PUBL);
SOCIETE GENERALE; STANDARD CHARTERED BANK; THE ROYAL BANK OF SCOTLAND PLC; UBS LIMITED;
UNICREDIT BANK AG AND ZRCHER KANTONALBANK in their respective capacities as mandated lead arrangers (the
Mandated Lead Arrangers );

(4) THE FINANCIAL INSTITUTIONS listed in Part I to Part IV of Schedule 1 ( The Original Lenders ) in their respective capacities as
original lenders (the Original Lenders );

(5) CREDIT SUISSE AG, LONDON BRANCH in its capacity as facility agent (the Facility Agent );

(6) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as dollar swingline agent (the Dollar Swingline Agent );

(7) CREDIT SUISSE AG, LONDON BRANCH in its capacity as euro swingline agent (the Euro Swingline Agent ); and

(8) NORDEA BANK AB (PUBL) in its capacity as SEK swingline agent (the SEK Swingline Agent ).

(1) This conformed copy also includes amendments made pursuant to an amendment agreement dated 26 October 2012.

3


IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

Acquisition means the acquisition by any Group Company of any person not already being a Group Company and which, upon
completion of the acquisition, becomes a Group Company.

Additional Borrower means any wholly owned Subsidiary of ABB that has become an Additional Borrower in accordance with
Clause 24.2 ( Additional Borrowers ).

Advance means an advance made or to be made under the Facility (including, unless the context otherwise requires, a Swingline
Advance) or the principal amount outstanding for the time being of that advance.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of
that Holding Company, except that in relation to The Royal Bank of Scotland plc, this term shall include The Royal Bank of Scotland
N.V. and each of its subsidiaries or subsidiary undertakings, but shall not include (i) the UK government or any member or
instrumentality thereof, including Her Majestys Treasury and UK Financial Investments Limited (or any directors, officers, employees
or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or
instrumentality thereof (including Her Majestys Treasury and UK Financial Investments Limited) and which are not part of The Royal
Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

Agents means the Dollar Swingline Agent, the Euro Swingline Agent, the SEK Swingline Agent and the Facility Agent, and Agent
means, as the context may require, any of them.

Agreed Jurisdiction means any of the United States of America, Switzerland, Guernsey, any country that is, at the date of this
Agreement, a member of the European Union (other than Cyprus, Estonia, Latvia, Lithuania, Slovakia and Slovenia) and any other
country approved by all the Lenders.

Amendment and Restatement Agreement means the amendment and restatement agreement dated 16 November 2010 relating to
this Agreement and made between, amongst others, ABB and the Facility Agent.

Amendment Fee Letter means the fee letter dated the date of the Amendment and Restatement Agreement from the Facility Agent
to ABB.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing or registration.

Availability Period means the period from the date of this Agreement up to and including the date falling one week before the
Termination Date.

4


Available Commitment means a Lenders Commitment minus:

(a) the Base Currency Amount of its participation in any outstanding Advances (including any Separate Advances); and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Advances that are due to be made
on or before the proposed Utilisation Date,

other than, in either case, that Lenders participation in any Advances that are due to be repaid or prepaid on or before the proposed
Utilisation Date.

Available Dollar Swingline Commitment means a Dollar Swingline Lenders Dollar Swingline Commitment minus:

(a) the Base Currency Amount of its participation in any outstanding Dollar Swingline Advances; and

(b) in relation to any proposed Utilisation by way of a Dollar Swingline Advance, the Base Currency Amount of its participation in
any Dollar Swingline Advances that are due to be made on or before the proposed Utilisation Date,

other than, in either case, that Dollar Swingline Lenders participation in any Dollar Swingline Advances that are due to be repaid or
prepaid on or before the proposed Utilisation Date.

Available Dollar Swingline Facility means the aggregate for the time being of each Dollar Swingline Lenders Available Dollar
Swingline Commitment.

Available Euro Swingline Commitment means a Euro Swingline Lenders Euro Swingline Commitment minus:

(a) the Base Currency Amount of its participation in any outstanding Euro Swingline Advances; and

(b) in relation to any proposed Utilisation by way of a Euro Swingline Advance, the Base Currency Amount of its participation in
any Euro Swingline Advances that are due to be made on or before the proposed Utilisation Date,

other than, in either case, that Euro Swingline Lenders participation in any Euro Swingline Advances that are due to be repaid or prepaid
on or before the proposed Utilisation Date.

Available Euro Swingline Facility means the aggregate for the time being of each Euro Swingline Lenders Available Euro
Swingline Commitment.

Available Facility means the aggregate for the time being of each Lenders Available Commitment.

Available SEK Swingline Commitment means a SEK Swingline Lenders SEK Swingline Commitment minus:

(a) the Base Currency Amount of its participation in any outstanding SEK Swingline Advances; and

5


(b) in relation to any proposed Utilisation by way of a SEK Swingline Advance, the Base Currency Amount of its participation in
any SEK Swingline Advances that are due to be made on or before the proposed Utilisation Date,

other than, in either case, that SEK Swingline Lenders participation in any SEK Swingline Advances that are due to be repaid or prepaid
on or before the proposed Utilisation Date.

Available SEK Swingline Facility means the aggregate for the time being of each SEK Swingline Lenders Available SEK
Swingline Commitment.

Base Currency means Dollars.

Base Currency Amount means, in relation to an Advance, the amount specified in the Utilisation Request delivered by the relevant
Borrower for that Advance (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base
Currency at the Facility Agents Spot Rate of Exchange on the date which is 3 Business Days before the Utilisation Date or, if later, on
the date the Facility Agent receives the Utilisation Request) adjusted to reflect any repayment or prepayment of the Advance.

Borrower Accession Letter means a letter substantially in the form set out in Schedule 6 ( Form of Borrower Accession Letter ).

Borrowers means each Original Borrower and each Additional Borrower, provided that it has not been released from its rights and
obligations under this Agreement in accordance with Clause 24.3 ( Resignation of a Borrower ).

Break Costs means the amount (if any) by which:

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any
part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or
Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum
received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day
following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means:

(a) in relation to a Dollar Swingline Advance a day (other than a Saturday or a Sunday) on which banks are open for general
business in New York;

(b) in relation to a SEK Swingline Advance a day (other than a Saturday or a Sunday) on which banks are open for general
business in Stockholm;

6

(c) in relation to any Advance (not being a Dollar Swingline Advance or a SEK Swingline Advance) a day (other than a Saturday
or Sunday) on which banks are open for general business in London, and:

(i) (in relation to any date for payment or purchase of a currency other than Euro) the principal financial centre of the
country of that currency; or

(ii) (in relation to any date for payment or purchase of Euro) any TARGET Day; and

(d) for all other purposes, a day (other than a Saturday or Sunday) on which banks are open for general business in London.

Capital Markets Issuer means a Group Company whose primary functions within the Group are: (i) the issuance of bonds,
commercial paper and/or other debt instruments; and/or (ii) supporting the intra-Group funding arrangements and treasury operations of
the Group.

Clean-Up Period means, in relation to an Acquisition, the period commencing on the date such Acquisition completes and ending on
the date falling 150 days later.

Commitment means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading Commitment in
Part I of Schedule 1 ( The Original Lenders ) and the amount of any other Commitment transferred to it under this Agreement
or assumed by it in accordance with Clause 2.2 ( Increase ); and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in
accordance with Clause 2.2 ( Increase ),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Credit Rating means the corporate rating given by S&P or Moodys in respect of ABB.

Default means an Event of Default or any event or circumstance specified in Clause 22 ( Events of Default ) which (with the expiry
of a grace period or the giving of any notice specified in Clause 22 ( Events of Default )) would be an Event of Default.

Defaulting Lender means any Lender:

(a) which has failed to make its participation in an Advance available or has notified the Facility Agent that it will not make its
participation in an Advance available by the Utilisation Date of that Advance in accordance with Clause 5.4 ( Lenders
participation );

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

7



(B) a Disruption Event,

and payment is made within 3 Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Disruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case,
required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions
contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any
of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or
payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Dollar Swingline Advance means any advance made or to be made under the Dollar Swingline Facility pursuant to a Utilisation
Request under Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ).

Dollar Swingline Commitmen t means:

(a) in relation to an Original Lender which is a Dollar Swingline Lender, the amount set opposite its name under the heading
Dollar Swingline Commitment in Part II of Schedule 1 ( The Dollar Swingline Lenders ) and the amount of any other Dollar
Swingline Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 ( Increase ); and

(b) in relation to any other Dollar Swingline Lender, the amount of any Dollar Swingline Commitment transferred to it under this
Agreement or assumed by it in accordance with Clause 2.2 ( Increase ),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Dollar Swingline Facility means the dollar swingline facility forming part of the Facility as described in paragraph (a) of Clause 2.1
( The Facility ).

Dollar Swingline Lender means:

(a) any Original Lender whose name is set out in Part II of Schedule 1 ( The Dollar Swingline Lenders ); and

(b) any bank which has become a Party as a Lender in accordance with Clause 2.2 ( Increase ) or Clause 23 ( Changes to the
Lenders ) and to whom a Dollar

8


Swingline Commitment has been transferred or by whom a Dollar Swingline Commitment has been assumed,

which in each case has not ceased to have a Dollar Swingline Commitment.

Dollar Swingline Rate means, at any time, the higher of:

(a) the Prime Rate; and

(b) the Federal Funds Effective Rate plus 0.50 per cent. per annum.

Dutch Borrower means ABB Capital B.V. and any Additional Borrower which is incorporated or established in The Netherlands.

Effective Date has the meaning given to it in the Amendment and Restatement Agreement.

Environmental Law means any applicable law in any jurisdiction in which any Group Company conducts business which relates to
the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

ERISA means the Employee Retirement Income Security Act of 1974 of the United States of America and the regulations
promulgated and the rulings issued thereunder.

EURIBOR means, in relation to any Advance (other than a Euro Swingline Advance) in Euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the period of that Advance) the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European
interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in Euro for a period comparable to the Interest Period of the
relevant Advance.

Euro Swingline Advance means any advance made or to be made under the Euro Swingline Facility pursuant to a Utilisation
Request under Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ).

Euro Swingline Commitment means:

(a) in relation to an Original Lender which is a Euro Swingline Lender, the amount (in the Base Currency) set opposite its name
under the heading Euro Swingline Commitment in Part III of Schedule 1 ( The Euro Swingline Lenders ) and the amount
of any other Euro Swingline Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2
( Increase ); and

(b) in relation to any other Euro Swingline Lender, the amount of any Euro Swingline Commitment transferred to it under this
Agreement or assumed by it in accordance with Clause 2.2 ( Increase ),

to the extent not cancelled, reduced or transferred by it under this Agreement.

9


Euro Swingline Facility means the euro swingline facility forming part of the Facility as described in paragraph (b) of Clause 2.1
( The Facility ).

Euro Swingline Lender means:

(a) any Original Lender whose name is set out in Part III of Schedule 1 ( The Euro Swingline Lenders ); and

(b) any bank which has become Party as a Lender in accordance with Clause 2.2 ( Increase ) or Clause 23 ( Changes to the
Lenders ) and to whom a Euro Swingline Commitment has been transferred or by whom a Euro Swingline Commitment has
been assumed,

which in each case has not ceased to have a Euro Swingline Commitment.

Euro Swingline Rate means, at any time, the aggregate of:

(a) the arithmetic mean of the rates per annum (rounded upwards to four decimal places) as supplied to the Euro Swingline Agent
at its request quoted by each Reference Bank to leading banks in the European interbank market as of 11.00 a.m. Brussels time
on the Utilisation Date for that Euro Swingline Advance for the offering of deposits in Euro for a period comparable to the
Interest Period for the relevant Euro Swingline Advance and for settlement on that day;

(b) the Margin; and

(c) the Mandatory Cost (if any).

Event of Default means any event or circumstance specified as such in Clause 22 ( Events of Default ).

Existing Credit Facility means the US$2,000,000,000 multicurrency revolving credit facility made available pursuant to a
multicurrency revolving facilities agreement dated 4 July 2005, as amended and restated from time to time (including pursuant to an
amendment and restatement agreement dated 27 June 2007).

Existing Lender has the meaning given to that term in Clause 23.1 ( Assignments and transfers by the Lenders ).

Facility means the loan facility made available under this Agreement as described in Clause 2.1 ( The Facility ) incorporating a dollar
swingline facility, a euro swingline facility and an SEK swingline facility.

Facility Agents Spot Rate of Exchange means the Facility Agents Spot Rate of Exchange for the purchase of the relevant currency
with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

Facility Office means the office or offices notified by a Lender to the Facility Agent on or before the date it becomes a Lender (or,
following that date, by not less than 5 Business Days notice) as the office or offices through which it will perform its obligations under
this Agreement.

Federal Funds Effective Rate shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with
members of the United States Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average
(rounded upwards, if

10


necessary, to the next 1/100 of 1%) of the quotations for the day for such transactions received by the applicable Agent from three
federal funds brokers of recognised standing selected by it.

Fee Letter means the fees letter dated on or around the date of this Agreement from the Original Lenders to ABB, the fees letter
dated on or around the date of this Agreement from the Mandated Lead Arrangers to ABB, the agency fees letter from the Facility Agent
to ABB, the swingline agency fees letter dated on or around the date of this Agreement from the SEK Swingline Agent to ABB setting
out the fees referred to in Clause 12 ( Fees ) and the Amendment Fee Letter.

Finance Document means this Agreement, any Fee Letter, any Borrower Accession Letter, any Resignation Letter and any other
document designated as such in writing by the Facility Agent and ABB.

Finance Party means any of the Agents, the Mandated Lead Arrangers and the Lenders.

GAAP means, in relation to a company, generally accepted accounting principles in its jurisdiction of incorporation, US GAAP or
IFRS, as applied by ABB in its consolidated financial statements.

Group means ABB and its Subsidiaries and Group Company means any one of them.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a
Subsidiary.

IBOR means, as appropriate, LIBOR, STIBOR, or EURIBOR.

IFRS means international accounting standards as issued by the International Accounting Standards Board.

Impaired Agent means an Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance
Documents by the due date for payment;

(b) it otherwise rescinds or repudiates a Finance Document;

(c) (if it is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or

(d) an Insolvency Event has occurred and is continuing with respect to it;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within 3 Business Days of its due date; or

11


(ii) the relevant Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 10 ( Form of Increase Confirmation ).

Increase Lender has the meaning given to that term in Clause 2.2 ( Increase ).

Indebtedness means, in relation to a person, its obligations (whether present or future, actual or contingent, as principal or surety) for
the payment or repayment of money (whether in respect of interest, principal or otherwise) incurred in respect of:

(a) moneys borrowed;

(b) any bond, note, loan stock, debenture or similar instrument;

(c) any acceptance credit, bill discounting, note purchase, factoring or documentary credit facility (or dematerialised equivalent);

(d) any lease required under GAAP as at the date hereof to be treated as a finance lease;

(e) receivables sold or discounted (other than any receivables to the extent that they are sold on a non-recourse basis);

(f) any guarantee, bond, stand-by letter of credit or other similar instrument issued in connection with the performance of payment
obligations;

(g) any interest rate or currency swap agreement or any other hedging or derivatives instrument or agreement (and, when
calculating the value of such agreement(s) or instrument(s), only the marked to market value (or, if any actual amount is due as
a result of the termination or close-out of such agreement(s) or instrument(s), that amount) shall be taken into account);

(h) any arrangement entered into primarily as a method of raising finance pursuant to which any asset sold or otherwise disposed
of by that person is or may be leased to or re-acquired by a Group Company (whether following the exercise of an option or
otherwise); or

(i) any guarantee, indemnity or similar insurance against financial loss given in respect of the obligation of any person falling
within any of paragraphs (a) to (h) above.

Information Package means the following documents concerning the Group prepared by ABB in relation to the Facility and
distributed to selected banks prior to the date of this Agreement:

(a) abbreviated structure chart showing the position of the Obligors within the Group as at 25 August 2009;

(b) the annual reports of ABB and each of the Borrowers in respect of the year ended 31 December 2008;

(c) the half-yearly press releases and financial statements of ABB in respect of the period to 30 June 2009; and

12


(d) the presentation made on 23 July 2009 in connection with the half-yearly statements referred to at paragraph (c) above.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) is insolvent and under an insolvency, bankruptcy or governmental proceeding or process:

(i) that is not directly or indirectly undertaken for the purpose of restructuring, consolidating, amalgamating, merging,
rehabilitating or reorganising that Finance Party to enable that Finance Party to continue its business; and

(ii) that is not dismissed, discharged, stayed or restrained in each case within 30 days of its institution or presentation;

(c) (except where such action is directly or indirectly undertaken for the purpose of restructuring, consolidating, amalgamating,
merging, rehabilitating or reorganising that Finance Party to enable it to continue its business) institutes or has instituted against
it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the
jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors
rights, or a petition is presented for its winding - up or liquidation by it or such regulator, supervisor or similar official and such
proceeding or petition is not dismissed, discharged, stayed or restrained in each case within 30 days of its institution or
presentation;

(d) (except where such action is directly or indirectly undertaken for the purpose of restructuring, consolidating, amalgamating,
merging, rehabilitating or reorganising that Finance Party to enable it to continue its business) has a resolution passed for its
winding - up, official management or liquidation;

(e) (except where such action is directly or indirectly undertaken for the purpose of restructuring, consolidating, amalgamating,
merging, rehabilitating or reorganising that Finance Party to enable it to continue its business) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or
for all or substantially all its assets;

(f) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect
to any of the events specified in paragraphs (a) to (e) above; or

(g) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Interest Period means, in relation to an Advance, each period determined in accordance with Clause 10 ( Interest Periods ) and, in
relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 ( Default interest ).

Lender means:

(a) any Original Lender; and

13


(b) any bank which has become a Party as a Lender in accordance with Clause 2.2 ( Increase ) or Clause 23 ( Changes to the
Lenders ),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

LIBOR means, in relation to any Advance (other than an Advance in Euro or SEK or a Swingline Advance):

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the currency or period of that Advance) the arithmetic mean of the rates (rounded upwards to
four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the
London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Advance and for a period comparable
to the Interest Period for that Advance.

Majority Lenders means a Lender or Lenders:

(a) whose Commitments aggregate more than 66 / per cent. of the Total Commitments; or

(b) if the Total Commitments have been reduced to zero, whose Commitments aggregate more than 66 / per cent. of the Total
Commitments immediately before the reduction.

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 8 ( Mandatory
Cost ).

Margin means, at any time in relation to an Advance (other than a Dollar Swingline Advance) the percentage rate per annum set out
opposite the relevant Credit Rating specified below at the relevant time:


provided that:

(a) during any period in which neither Moodys nor S&P provides a Credit Rating, the Margin shall be calculated on the basis of a
Credit Rating of BBB+/Baa1 or lower;

(b) if there is a different Credit Rating provided by Moodys and S&P, the Margin will be the average of the relevant rates per
annum specified in the table above;

14

Relevant Credit Rating

Margin % pa

A+/A1 or higher

0.425

A/A2

0.475

A-/A3

0.525

BBB+/Baa1 or lower

0.625
2
3
2
3

(c) during any period in which a Credit Rating is only provided by one of Moodys and S&P, the Margin will be the rate per
annum specified in the table above in respect of such Credit Rating; and

(d) any reduction or increase in the Margin during an Interest Period shall take effect from the date on which the relevant change in
Credit Rating was first published by either S&P or Moodys as applicable.

Material Adverse Effect means a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment
obligations under the Finance Documents.

Material Subsidiary shall mean:

(a) as at the date of this Agreement, each Borrower and any Subsidiary of ABB that is listed in Schedule 9 ( Material
Subsidiaries ); and

(b) at any time thereafter,

(i) each Borrower; and

(ii) any Subsidiary of ABB, that:

(A) is the holding company of a country (not a region) and that, together with its Subsidiaries, has combined third party
revenues or third party assets in excess of 5 per cent. of the consolidated revenues or consolidated total assets of the
Group;

(B) on a non-consolidated (legal entity) basis has third party revenues or third party assets in excess of 10 per cent. of the
consolidated revenues or consolidated total assets of the Group; or

(C) has any notes, bonds, debenture stock, loan stock or other securities outstanding to non-Group third parties and in
respect of which a guarantee, keep-well agreement or other credit support has been provided by ABB,

provided always that:

(I) the term revenues shall exclude any revenues attributable to activities classified as discontinued
operations in the consolidated financial statements of the Group and the term assets shall exclude any
assets classified as held-for-sale or as discontinued operations in the consolidated financial statements of the
Group;

(II) all revenue and asset figures shall be prepared in accordance with generally accepted accounting principles
used in preparation of the consolidated financial statements of the Group;

(III) third party revenues shall exclude any revenues not included in total revenues in the consolidated income
statement of the Group;

(IV) third party assets shall exclude any assets that are not included in total assets in the consolidated balance
sheet of the Group; and

15


(V) all revenue and asset figures shall be for the most recently completed financial year of ABB.

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar
month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next
Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately
preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the
last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day
in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

Moodys means Moodys Investor Services, Inc., or any successor thereto.

New Lender has the meaning given to that term in Clause 23.1 ( Assignments and transfers by the Lenders ).

Obligors means the Borrowers and the Guarantor.

Optional Currency means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3
( Conditions relating to Optional Currencies ).

Original Obligors means the Original Borrowers and the Guarantor.

Original Financial Statements means:

(a) in relation to ABB, the audited consolidated financial statements of the Group for the financial year ended 31 December 2008;

(b) in relation to each Original Borrower, its financial statements for its financial year ended 31 December 2008 (audited if
available); and

(c) in relation to any Additional Borrower, its financial statements delivered pursuant to Part II of Schedule 2 ( Additional
Borrower Conditions Precedent ) (audited if available).

Outstandings means the aggregate of the Base Currency Amount from time to time of each of the Advances.

Participating Member State means any member state of the European Communities that adopts or has adopted the Euro as its
lawful currency in accordance with legislation of the European Union relating to European Monetary Union.

Party means a party to this Agreement and includes its successors in title, permitted assigns and permitted transferees.

Prime Rate means, in respect of any Dollar Swingline Advance, for any day, the rate of interest per annum determined from time to
time by the Dollar Swingline Agent to be

16


its prime rate in effect at its principal office in New York City and notified to the relevant Borrower.

Project Company means any Subsidiary of ABB:

(a) which is a single purpose company whose primary purpose is to invest in, lend to or carry out a specific project or portfolio of
projects; and

(b) none of whose liabilities to repay Project Finance Indebtedness are the subject of security or a guarantee, indemnity or any
similar form of assurance, undertaking or support by any Group Company save to the extent described in the definition of
Project Finance Indebtedness.

Project Finance Indebtedness means:

(a) any Indebtedness of a Project Company incurred to finance the project constituted by the assets and business of such Project
Company or any Indebtedness of such Project Company incurred to refinance any such aforementioned Indebtedness; and

(b) where neither the persons to whom such Indebtedness is owed (whether or not a Group Company) nor any other person shall
have any recourse whatsoever to any Group Company (other than such Project Company) for the repayment or payment of any
sum relating to such Indebtedness other than recourse directly or indirectly to any Group Company under any form of assurance
or undertaking, which recourse (1) is limited to the enforcement of any share pledge granted by a Group Company over its
shares in such Project Company or the enforcement of any security granted over a shareholder loan between a Group Company
and such Project Company and/or (2) is limited to a claim for damages for breach of an obligation (not being a payment
obligation) of the person against whom that recourse is available and/or (3) entitles the creditor for that Indebtedness or the
relevant Project Company, upon default by the Project Company (or in other circumstances specified in the documentation
relating to the project) to require a payment to be made (whether to or for the benefit of that creditor, the Project Company or
another person), provided that , in the case of (3), where that payment is capable of being for an amount which is material
either alone or as a percentage of the Indebtedness financing that project, such recourse is capable of being called on only
during the period on or prior to practical completion of the project or of that portion of that project being financed by that
Indebtedness; or

(c) which the Majority Lenders shall have agreed to treat as Project Finance Indebtedness for the purposes of this Agreement.

Qualifying Lender has the meaning given to such term in Clause 13.1 ( Definitions ).

Quotation Day means, in relation to any period for which an interest rate is to be determined (other than in respect of a Swingline
Advance):

(a) (if the currency is Sterling) the first day of that period;

(b) (if the currency is Euro) two TARGET Days before the first day of that period; or

(c) (for any other currency) two Business Days (which for these purposes only shall mean a day on which banks are open for
general business in London) before the first day of that period,

17


unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be
determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally
be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

Reference Banks means, other than in relation to STIBOR, Deutsche Bank Luxembourg S.A. and the principal London offices of
Credit Suisse AG, London Branch, Citibank, N.A., London Branch and HSBC Bank plc and, in relation to STIBOR, the principal
Stockholm offices of Nordea Bank AB (publ), Skandinaviska Enskilda Banken AB (publ) and Svenska Handelsbanken AB (publ) or
such other banks as may be appointed by the Facility Agent in consultation with ABB.

Relevant Interbank Market means in relation to Euro, the European interbank market and, in relation to any other currency, the
London interbank market.

Reservations means any general principles of law which are set out as qualifications as to matters of law in any legal opinion
delivered to the Facility Agent under Schedule 2 ( Conditions Precedent ).

Resignation Letter means a letter substantially in the form set out in Schedule 7 ( Form of Resignation Letter ).

Revolving Facility Affiliate means, in respect of a Lender that is a Swingline Lender, an Affiliate of that Swingline Lender that is
itself a Lender.

Rollover Advance means one or more Advances (other than Swingline Advances):

(a) made or to be made on the same day that a maturing Advance is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Advance;

(c) in the same currency as the maturing Advance (unless it arose as a result of the operation of Clause 6.2 ( Unavailability of a
currency )); and

(d) made or to be made to a Borrower for the purpose of refinancing a maturing Advance made to such Borrower.

S&P means Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, or any successor thereto.

Screen Rate means:

(a) in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period;

(b) in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the
relevant period; and

(c) in relation to STIBOR, the percentage rate per annum for the relevant period,

displayed on the appropriate page of the Thomson Reuters screen. If the agreed page is replaced or service ceases to be available, the
Facility Agent may specify another page or service displaying the appropriate rate after consultation with ABB and the Lenders.

18


Securitisations means any local or global securitisation programme from time to time established (including as of the date of this
Agreement) by any Group Company, each as may be modified, supplemented, renewed, substituted, varied or amended.

Security means any mortgage, charge, assignment by way of security, pledge, hypothecation, lien and any other security interest of
any kind whatsoever.

SEK Swingline Advance means any advance made or to be made under the SEK Swingline Facility pursuant to a Utilisation Request
under Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ).

SEK Swingline Commitment means:

(a) in relation to an Original Lender which is a SEK Swingline Lender, the amount (in the Base Currency) set opposite its name
under the heading SEK Swingline Commitment in Part IV of Schedule 1 ( The SEK Swingline Lenders ) and the amount of
any other SEK Swingline Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2
( Increase ); and

(b) in relation to any other SEK Swingline Lender, the amount of any SEK Swingline Commitment transferred to it under this
Agreement or assumed by it in accordance with Clause 2.2 ( Increase ),

to the extent not cancelled, reduced or transferred by it under this Agreement.

SEK Swingline Facility means the SEK swingline facility forming part of the Facility as described in paragraph (c) of Clause 2.1
( The Facility ).

SEK Swingline Lender means:

(a) any Original Lender whose name is set out in Part IV of Schedule 1 ( The SEK Swingline Lenders ); and

(b) any bank which has become a Party as a Lender in accordance with Clause 2.2 ( Increase ) or Clause 23 ( Changes to the
Lenders ) and to whom a SEK Swingline Commitment has been transferred or by whom a SEK Swingline Commitment has
been assumed,

which in each case has not ceased to have a SEK Swingline Commitment.

SEK Swingline Rate means, at any time the aggregate of:

(a) the Margin;

(b) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the SEK Swingline Agent at its
request by the Reference Banks to leading banks in the European interbank market as of 11.00 a.m. Stockholm time on the
Utilisation Date for that SEK Swingline Advance for the offering of deposits in SEK for a period comparable to the Interest
Period for the relevant SEK Swingline Advance and for settlement on that day; and

(c) the Mandatory Cost (if any).

Separate Advances has the meaning given to that term in Clause 7.1 ( Repayment of Advances ).

Specified Time means a time determined in accordance with Schedule 5 ( Timetables ).

19


STIBOR means in relation to any Advance in SEK (other than a SEK Swingline Advance):

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the relevant currency or the period of that Advance), the arithmetic mean (rounded upward to
four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks
in the Stockholm interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in Swedish Kronor for a period comparable to the Interest
Period for that Advance.

Subsidiary means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

Swingline Advance means a Dollar Swingline Advance, a Euro Swingline Advance or a SEK Swingline Advance.

Swingline Affiliate means, in respect of a Lender, an Affiliate of that Lender that is a Swingline Lender.

Swingline Agents means the Dollar Swingline Agent, the Euro Swingline Agent and the SEK Swingline Agent, and Swingline
Agent means any of them.

Swingline Commitment means, in respect of a Swingline Lender, its Dollar Swingline Commitment, its Euro Swingline
Commitment or its SEK Swingline Commitment.

Swingline Lender means a Dollar Swingline Lender, a Euro Swingline Lender or a SEK Swingline Lender.

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a
single shared platform and which was launched on 19 November 2007.

TARGET Day means any day on which TARGET2 is open for the settlement of payments in Euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in
connection with any failure to pay or any delay in paying any of the same).

Termination Date means the fifth anniversary of the date of the Amendment and Restatement Agreement.

Total Commitments means the aggregate Commitments of the Lenders, being $2,000,000,000 at the Effective Date.

Total Outstandings means the aggregate from time to time of the Outstandings.

Total Swingline Facility Amount means the higher of (a) the aggregate Dollar Swingline Commitments, (b) the aggregate Euro
Swingline Commitments and (c) the aggregate SEK Swingline Commitments, being $750,000,000 as at the Effective Date.

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate ) or any other
form agreed between the Facility Agent and ABB.

20


Transfer Date means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Facility Agent executes the Transfer Certificate.

Unpaid Sum means any sum due and payable but unpaid by a Borrower under the Finance Documents.

US GAAP means generally accepted accounting principles in the United States of America.

Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which an Advance is to be made.

Utilisation Request means a notice substantially in the form set out in Schedule 3 ( Utilisation Request ).

VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

1.2 Construction

(a) Any reference in this Agreement to:

(i) assets includes, except in the definition of Material Subsidiary, present and future properties, revenues and rights of
every description;

(ii) bank means a bank entity that is licensed to provide banking services in accordance with applicable regulations in
its jurisdiction of incorporation;

(iii) the European interbank market means the interbank market for Euro operating in Participating Member States;

(iv) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other
agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

(v) a person includes any individual, firm, company, corporation, government, state or agency of a state or any
association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of
law but, if not having the force of law, the compliance with which is customary) of any governmental, intergovernmental
or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(vii) a financial year in relation to ABB, means a period in respect of which it is required to produce annual audited
financial statements;

21


(viii) except where the context otherwise requires, words in the singular include the plural and in the plural include the
singular;

(ix) a provision of law is a reference to that provision as amended or re-enacted; and

(x) unless a contrary indication appears, a time of day is a reference to London time.

(b) Where there is a reference in this Agreement to any amount, limit or threshold specified in Dollars, in ascertaining whether or
not that amount, limit or threshold has been attained, broken or achieved, as the case may be, a non-Dollar amount shall, unless
the context otherwise requires or the contrary is indicated, be counted on the basis of the equivalent in Dollars of that amount
using the Facility Agents Spot Rate of Exchange.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection
with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Default is continuing if it has not been remedied or waived.

(f) For the avoidance of doubt, where any person is party to this Agreement in more than one capacity, reference to that person in
one capacity shall not (except where the context otherwise requires) include reference to it in any other capacity.

(g) References to a Commitment of Citibank, N.A./Citibank, N.A., London Branch/Citibank International plc (together the Citi
Entities ) in relation to the Facility shall be construed as a reference to the aggregate Commitment of Citibank, N.A.,
Citibank, N.A., London Branch and Citibank International plc in relation to the Facility (as allocated between the Citi Entities
in such proportions and such amounts as each Citi Entity notifies to the Facility Agent from time to time).

(h) Barclays Capital means the investment banking division of Barclays Bank PLC.

1.3 Dutch Terms

In this Agreement, where it relates to a Dutch entity, a reference to:

(a) a necessary action to authorise where applicable, includes without limitation:

(i) any action required to comply with the Dutch Works Councils Act ( Wet op de ondernemingsraden ); and

(ii) obtaining an unconditional positive advice ( advies ) from the competent works council(s);

22


(b) a winding-up, administration or dissolution includes a Dutch entity being:

(i) declared bankrupt ( failliet verklaard );

(ii) dissolved ( ontbonden );

(c) a moratorium includes sursance van betaling and granted a moratorium includes sursance verleend ;

(d) a trustee in bankruptcy includes a curator ;

(e) an administrator includes a bewindvoerder ;

(f) a(n) (administrative) receiver does not include a curator or bewindvoerder ; and

(g) an attachment includes a beslag .

1.4 Currency Symbols and Definitions

$ and Dollars denote the lawful currency of the United States of America, and Sterling denote the lawful currency of the
United Kingdom, Euro denotes the single currency unit of the European Union as constituted by the Treaty of Rome (as amended)
and SEK denotes the lawful currency of Sweden.

1.5 Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

23

SECTION 2
THE FACILITY

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers, a multicurrency revolving credit facility (the
Facility ) in a maximum aggregate amount of $2,000,000,000, including within it the following sub-facilities:

(a) a Dollar revolving swingline facility (the Dollar Swingline Facility ) in a maximum aggregate amount equal to the
aggregate Dollar Swingline Commitments;

(b) a Euro revolving swingline facility (the Euro Swingline Facility ) in a maximum Base Currency Amount equal to the
aggregate Euro Swingline Commitments; and

(c) a SEK revolving swingline facility (the SEK Swingline Facility ) in a maximum Base Currency Amount equal to the
aggregate SEK Swingline Commitments.

Each Swingline Commitment of each Lender that is a Swingline Lender forms part of the Commitment of that Lender. Each Swingline
Commitment of each Swingline Lender that is a Swingline Affiliate of another Lender forms part of that other Lenders Commitment.
For the avoidance of doubt each Lender and its Swingline Affiliate shall be treated as having a single participation in the Facility and a
single vote.

2.2 Increase

(a) ABB may by giving prior notice to the Facility Agent by no later than the date falling 90 Business Days after the effective date
of a cancellation of (i) the Available Commitments and/or any Swingline Commitments of a Defaulting Lender (or its
Revolving Facility Affiliate or Swingline Affiliate) in accordance with paragraph (f) of Clause 8.6 ( Right of replacement or
repayment and cancellation in relation to a single Lender ) or (ii) the Commitments and/or any Swingline Commitments of
any Lender in accordance with Clause 8.1 ( Lender Illegality ) request that the Total Commitments or the relevant Swingline
Commitments be increased (and the Total Commitments or the relevant Swingline Commitments shall be so increased) in an
aggregate amount in the Base Currency of up to the amount of the Available Commitments, the relevant Swingline
Commitments or the Commitments so cancelled as follows:

(i) the increased Commitments and/or the relevant Swingline Commitments will be assumed by one or more Lenders or
other banks (each an Increase Lender ) (none of which may be a member of the Group) selected by ABB and each of
which confirms its willingness to assume

24


and does assume all the obligations of a Lender corresponding to that part of the increased Commitments and/or the
relevant Swingline Commitments which it is to assume, as if it had been an Original Lender;

(ii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights
against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase
Lender been an Original Lender;

(iii) each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties
shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those
Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iv) the Commitments and Swingline Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Total Commitments and/or the relevant Swingline Commitments shall take effect on the date
specified by ABB in the notice referred to above or any later date on which the conditions set out in paragraph (b) below
are satisfied.

No Lender shall have any obligation to act as an Increase Lender unless it indicates that it is willing to do so in accordance with
sub-paragraph (i).

(b) An increase in the Total Commitments and/or any Swingline Commitments will only be effective on:

(i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by
the Facility Agent of all necessary know your customer or other similar checks under all applicable laws and
regulations in relation to the assumption of the increased Commitments and/or Swingline Commitments by that Increase
Lender, the completion of which the Facility Agent shall promptly notify to ABB and the Increase Lender.

(c) No Swingline Commitment of a Lender may exceed the Commitment of that Lender or its Revolving Facility Affiliate
pursuant to the operation of this Clause 2.2. Accordingly where the Swingline Commitments are to be increased pursuant to
this Clause to replace Swingline Commitments of a Swingline Lender that have been cancelled pursuant to paragraph (f) of
Clause 8.6 ( Right of replacement or repayment and cancellation in relation to a single Lender ) or Clause 8.1 ( Lender
Illegality ) without a commensurate cancellation of the Commitments of that Swingline Lenders Revolving Facility Affiliate
being

25


required at the time of such cancellation, that Revolving Facility Affiliate shall (to the extent of its Commitments at the time of
the increase in Swingline Commitments) be required to transfer its Commitments to the relevant Increase Lender (or its
Affiliate) on the terms provided for in Clause 34.4 ( Replacement of a Defaulting Lender ) to the extent necessary to ensure that
the Commitments of the Increase Lender (or its Affiliate) are at least equal to each of the Swingline Commitments assumed by
that Increase Lender.

(d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent
has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender
or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(e) Unless the Facility Agent otherwise agrees or the increased Commitment and/or Swingline Commitment is assumed by an
existing Lender, ABB shall, on the date upon which the increase takes effect, promptly on demand pay the Facility Agent the
amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in
Commitments and/or Swingline Commitments under this Clause 2.2.

(f) ABB may pay to the Increase Lender a fee in the amount and at the times agreed between ABB and the Increase Lender in a
letter between ABB and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include
any letter referred to in this paragraph.

(g) Clause 23.4 ( Limitation of responsibility of Existing Lenders ) shall apply mutatis mutandis in this Clause 2.2 in relation to an
Increase Lender as if references in that Clause to:

(i) an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

(ii) the New Lender were references to that Increase Lender ; and

(iii) a re - transfer and re - assignment were references to respectively a transfer and assignment .

2.3 Lenders rights and obligations

(a) The obligations of each Lender under the Finance Documents are several. Failure by a Lender to perform its obligations under
the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is
responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Lender under or in connection with the Finance Documents are separate and independent rights and any
debt arising under the Finance Documents to a Lender from any of the Obligors shall be a separate and independent debt.

26


(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance
Documents.

2.4 Facility Offices

(a) Subject to paragraph (b) below, a Lender may (i) change its Facility Office for the purpose of this Agreement and/or
(ii) nominate a different Facility Office for the purposes of making a particular Advance or particular type of Advance to any
Borrower, in which event such Facility Office shall for the purposes of this Agreement be its Facility Office for that Advance
or that type of Advance but not otherwise.

(b) If a Lender changes its Facility Office or nominates a different Facility Office, (i) that Lender will notify the Facility Agent
and ABB promptly (and, in any event, within 5 Business Days) of such change or, as the case may be, nomination, and until it
does so, the Facility Agent and ABB will be entitled to assume that no such change has taken place and (ii) if the country of
such Facility Office is not subject to the Financial Action Task Force any such change or, as the case may be, nomination shall
be subject to the prior written consent of the Facility Agent.

2.5 Borrowers right and obligations hereunder

(a) Each Borrower by its execution of this Agreement or a Borrower Accession Letter irrevocably appoints ABB to act on its
behalf as its agent in relation to the Finance Documents (in this capacity, the Borrowers Agent ) and irrevocably authorises
(i) ABB on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to
give all notices and instructions (including Utilisation Requests), to execute on its behalf any Borrower Accession Letter and to
make such agreements capable of being given or made by any Borrower notwithstanding that they may affect such Borrower,
without further reference to or the consent of such Borrower and (ii) each Finance Party to give any notice, demand or other
communication to such Borrower pursuant to the Finance Documents to ABB on its behalf, and in each case such Borrower
shall be bound thereby as though such Borrower itself had given such notices and instructions (including, without limitation,
any Utilisation Requests) or executed or made such agreements or received any such notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the
Borrowers Agent or given to the Borrowers Agent under this Agreement, or in connection with this Agreement (whether or
not known to any other Borrower and whether occurring before or after such a Borrower became a Borrower under this
Agreement) shall be binding for all purposes on all Borrowers as if the Borrowers had expressly made, given or concurred with
the same. In the event of any conflict between any notices or other communications of the Borrowers Agent and any
Borrower, those of the Borrowers Agent shall prevail.

27


(c) The Borrowers Agent may resign its appointment hereunder by giving not less than ten Business Days prior written notice to
that effect to the Facility Agent, provided that no such resignation shall be effective until a successor consents in writing to
the Facility Agent to be appointed.

3. PURPOSE

3.1 Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility for the general corporate purposes of the Group, including,
without limitation, back-stop financing for commercial paper facilities of the Group, provided that no Swingline Advance shall be used
to refinance another Swingline Advance.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

(a) No Utilisation Request may be served unless the Facility Agent has received all of the documents and other evidence listed in
Part I of Schedule 2 ( Conditions Precedent ) in form and substance reasonably satisfactory to the Facility Agent.

(b) The Facility Agent shall notify ABB and the Lenders promptly upon the conditions set out in paragraph (a) of this Clause 4.1
being satisfied.

4.2 Further conditions precedent

(a) The Lenders will only be obliged to comply with Clause 5.4 ( Lenders participation ) and Clause 5.8 ( Swingline Lenders
Participation ) if on the date of the Utilisation Request and on the proposed Utilisation Date (in each case other than in the case
of a Rollover Advance):

(i) no Default is continuing or would result from the proposed Advance;

(ii) the representations to be made by ABB pursuant to Clause 19.14 ( Repetition ) are true in all respects; and

(iii) such proposed Utilisation Date is not within 30 days of ABB providing notice to the Facility Agent in accordance with
paragraph (a) of Clause 8.3 ( Mandatory Prepayment on Change of Control ).

(b) An Advance will not be made if it would result in the Base Currency Amount of all Advances exceeding the Total
Commitments.

4.3 Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to an Advance if it is Sterling, SEK or Euro, or it is readily available in the
amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the
Utilisation Date for that Advance provided that there may not at any time be Advances outstanding denominated in more than 5
Optional Currencies.

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4.4 Maximum number of Advances

(a) No Borrower may deliver a Utilisation Request if as a result of the proposed Utilisation more than 10 Advances would be
outstanding.

(b) Any Advance made by a single Lender under Clause 6.2 ( Unavailability of a currency ) shall not be taken into account in this
Clause 4.4.

(c) Any Separate Advance shall not be taken into account in this Clause 4.4.

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SECTION 3
UTILISATION

5. UTILISATION

5.1 Delivery of a Utilisation Request

A Borrower may utilise the Facility (other than for the purpose of drawing Swingline Advances, which may be drawn in accordance with
Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance )) by delivery to the Facility Agent of a duly completed
Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 ( Delivery of a Utilisation Request ) is
irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 ( Currency and amount ); and

(iii) the proposed Interest Period complies with Clause 10 ( Interest Periods ).

(b) Only one Advance may be requested in each Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1
( Delivery of a Utilisation Request ).

5.3 Currency and amount

(a) The currency specified in a Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 ( Delivery of a
Utilisation Request ) must, in the case of any Advance (not being a Swingline Advance), be the Base Currency or an Optional
Currency.

(b) The amount of the proposed Advance must be:

(i) if the currency selected is the Base Currency, a minimum of $50,000,000 and an integral multiple of $10,000,000; or

(ii) if the currency selected is Euro, a minimum of Euro50,000,000 and an integral multiple of Euro10,000,000; or

(iii) if the currency selected is SEK, a minimum amount of SEK25,000,000 and an integral multiple of SEK5,000,000; or

(iv) if the currency selected is Sterling, a minimum amount of 25,000,000 and an integral multiple of 5,000,000; or

(v) if the currency selected is an Optional Currency (other than SEK, Euro or Sterling), in such minimum amount and
multiple as the Facility Agent and ABB may agree,

or, in any case, the amount of the Available Facility.

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5.4 Lenders participation

(a) If the conditions set out in this Agreement have been met, and subject to Clause 7.1 ( Repayment of Advances ), each Lender
shall make its participation in each Advance available by the Utilisation Date through its Facility Office.

(b) Subject to Clause 6.2 ( Unavailability of a currency ), the amount of each Lenders participation in each Advance (not being a
Swingline Advance) will be equal to the proportion borne by its Available Commitment to the Available Facility immediately
prior to making the Advance.

(c) The Facility Agent shall determine the Base Currency Amount of each Advance which is to be made in an Optional Currency
and shall notify each Lender of the amount, currency and the Base Currency Amount of each Advance, the amount of its
participation in that Advance and (if different) the amount of that participation to be made available in cash, in each case by the
Specified Time.

5.5 Delivery of a Utilisation Request for a Swingline Advance

The Borrowers may utilise the Dollar Swingline Facility, the Euro Swingline Facility or the SEK Swingline Facility by delivery to the
relevant Swingline Agent (with a copy to the Facility Agent) of a duly completed Utilisation Request not later than the Specified Time.

5.6 Completion of a Utilisation Request for a Swingline Advance

(a) Each Utilisation Request delivered pursuant to Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ) is
irrevocable and will not be regarded as having been duly completed unless:

(i) it specifies whether the Swingline Advance is to be a Dollar Swingline Advance, a Euro Swingline Advance or a SEK
Swingline Advance;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period;

(iii) the currency and amount of the Utilisation comply with Clause 5.7 ( Currency and amount ); and

(iv) the proposed Interest Period complies with Clause 10 ( Interest Periods ).

(b) Only one Swingline Advance may be requested in each Utilisation Request delivered pursuant to Clause 5.5 ( Delivery of a
Utilisation Request for a Swingline Advance ).

5.7 Currency and amount

(a) The currency specified in a Utilisation Request delivered pursuant to Clause 5.5 ( Delivery of a Utilisation Request for a
Swingline Advance ) must be Dollars (in the case of a Dollar Swingline Advance) or Euro (in the case of a Euro Swingline
Advance) or SEK (in the case of a SEK Swingline Advance).

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(b) The amount of the proposed Swingline Advance must be:

(i) in the case of a Dollar Swingline Advance, a minimum of $50,000,000 and an integral multiple of $10,000,000 or, if
less, the Available Dollar Swingline Facility;

(ii) in the case of a Euro Swingline Advance, a minimum of Euro 50,000,000 and an integral multiple of Euro 10,000,000
or, if less, the Available Euro Swingline Facility; or

(iii) in the case of a SEK Swingline Advance, a minimum of SEK25,000,000 and an integral multiple of SEK5,000,000 or,
if less, the Available SEK Swingline Facility.

(c) The amount of a proposed Dollar Swingline Advance or, as the case may be, the Base Currency Amount of a proposed Euro
Swingline Advance or, as the case may be, the Base Currency Amount of a proposed SEK Swingline Advance must not, when
aggregated with the Base Currency Amount of all outstanding Swingline Advances outstanding on the proposed Utilisation
Date, exceed the Total Swingline Facility Amount and the Base Currency Amount of a proposed SEK Swingline Advance
must not, when aggregated with the Base Currency Amount of all outstanding SEK Swingline Advances outstanding on the
proposed Utilisation Date, exceed $200,000,000.

5.8 Swingline Lenders participation

(a) If the conditions set out in this Agreement have been met, each Dollar Swingline Lender (in the case of a Dollar Swingline
Advance), Euro Swingline Lender (in the case of a Euro Swingline Advance) or SEK Swingline Lender (in the case of a SEK
Swingline Advance) shall, on the relevant Utilisation Date, make its participation in each Dollar Swingline Advance, Euro
Swingline Advance or SEK Swingline Advance (as applicable) available through its Facility Office.

(b) The amount of each Swingline Lenders participation in each Dollar Swingline Advance, Euro Swingline Advance or SEK
Swingline Advance will be equal to the proportion borne by its Available Dollar Swingline Commitment or, as the case may
be, Available Euro Swingline Commitment or, as the case may be, Available SEK Swingline Commitment to the Available
Dollar Swingline Facility or, as the case may be, Available Euro Swingline Facility or as the case may be, Available SEK
Swingline Facility immediately prior to making the Dollar Swingline Advance, Euro Swingline Advance or SEK Swingline
Advance (as applicable).

(c) The relevant Swingline Agent shall notify each relevant Swingline Lender of the amount, currency and the Base Currency
Amount of each Swingline Advance at the Specified Time.

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5.9 Automatic Advance

(a) In the event that a Borrower does not repay a Swingline Advance made to it in full on the last day of its Interest Period, on the
Business Day falling 3 Business Days prior to such day, that Borrower shall be deemed to have served a Utilisation Request for
an Advance (not being a Swingline Advance) to be made on such day in the amount and currency of such Swingline Advance
and with an Interest Period of 1 week and such Advance shall be made on such day in accordance with Clause 5.4 ( Lenders
participation ) (ignoring for this purpose the Available Commitment of any Defaulting Lender) and the proceeds thereof
applied in repayment of the said Swingline Advance.

(b) Paragraph (a) of Clause 4.2 ( Further conditions precedent ) shall not apply to any Advance to which this Clause 5.9 refers.

6. OPTIONAL CURRENCIES

6.1 Selection of currency

The relevant Borrower shall select the currency of an Advance in a Utilisation Request.

6.2 Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a) the Facility Agent has received notice from a Lender that the Optional Currency (other than Euro, Sterling or SEK) requested
is not readily available to it in the amount required; or

(b) a Lender notifies the Facility Agent that compliance with its obligation to participate in an Advance in the proposed Optional
Currency (other than Euro, Sterling or SEK) would contravene a law or regulation applicable to it,

the Facility Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day. In this event, any Lender
that gives notice pursuant to this Clause 6.2 will be required to participate in the Advance in the Base Currency (in an amount equal to
that Lenders proportion of the Base Currency Amount or, in respect of a Rollover Advance, an amount equal to that Lenders proportion
of the Base Currency Amount of the maturing Advance that is due to be repaid) and its participation will be treated as a separate
Advance denominated in the Base Currency during that Interest Period.

6.3 Notification

The Facility Agent shall notify the Lenders and the relevant Borrower of Optional Currency amounts (and the applicable Facility Agents
Spot Rate of Exchange) promptly after they are ascertained.

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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

7. REPAYMENT

7.1 Repayment of Advances

(a) Each Borrower shall repay each Advance made to it on the last day of its Interest Period.

(b) All Advances must be repaid in full on the Termination Date.

(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender (and, if
that Defaulting Lender is the Revolving Facility Affiliate of a Swingline Lender, of that Swingline Lender) in the Advances
then outstanding will be automatically extended to the Termination Date and will be treated as separate Advances (the
Separate Advances ) denominated in the currency in which the relevant participations are outstanding.

(d) A Borrower to whom a Separate Advance is outstanding may prepay that Advance by giving 5 Business Days prior notice to
the Facility Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph
(d) to the relevant Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Advance will accrue for successive Interest Periods selected by the Borrower by the time and
date specified by the Facility Agent (acting reasonably) and will be payable by that Borrower to the relevant Lender on the last
day of each Interest Period in respect of that Advance. Notwithstanding paragraph (b) of Clause 9.1 ( Calculation of interest ),
the rate of interest in respect of any Swingline Advance that becomes a Separate Advance in accordance with this Clause 7.1
shall be calculated in accordance with paragraph (a) of Clause 9.1 ( Calculation of interest ) with effect from the end of the
Interest Period during which such Swingline Advance becomes a Separate Advance.

(f) The terms of this Agreement relating to the Facility generally shall continue to apply to Separate Advances other than to the
extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate
Advance.

(g) If one or more Advances are to be made available to a Borrower:

(i) on the same day that a maturing Advance is due to be repaid by that Borrower;

(ii) in the same currency as the maturing Advance (unless the currency of the maturing Advance was determined pursuant
to the operation of Clause 6.2 ( Unavailability of a currency )); and

34


(iii) in whole or in part for the purpose of refinancing the maturing Advance;

the aggregate amount of the new Advance shall be treated as if applied in or towards repayment of the maturing Advance so
that:

(A) if the amount of the maturing Advance exceeds the aggregate amount of the new Advance:

(1) the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that
excess; and

(2) each Lenders participation (if any) in the new Advance shall be treated as having been made available and
applied by the Borrower in or towards repayment of that Lenders participation (if any) in the maturing
Advance and that Lender will not be required to make its participation in the new Advance available in
cash; and

(B) if the amount of the maturing Advance is equal to or less than the aggregate amount of the new Advance:

(1) the relevant Borrower will not be required to make any payment in cash; and

(2) each Lender will be required to make its participation in the new Advance available in cash only to the
extent that its participation (if any) in the new Advance exceeds that Lenders participation (if any) in the
maturing Advance and the remainder of that Lenders participation in the new Advance shall be treated as
having been made available and applied by the Borrower in or towards repayment of that Lenders
participation in the maturing Advance.

8. PREPAYMENT AND CANCELLATION

8.1 Lender Illegality

If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund its
participation in any Advance:

(a) that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b) unless the repayment referred to in paragraph (c) below avoids such unlawfulness, upon the Facility Agent notifying ABB, the
Commitment and/or the relevant Swingline Commitment of that Lender will be immediately cancelled; and

(c) each Borrower shall, to the extent necessary to avoid such unlawfulness, repay that Lenders participation in the Advances
made to it on the last day of the Interest Period for each Advance occurring after the Facility Agent has notified ABB or, if
earlier, the date specified by the Lender in the notice delivered to the

35


Facility Agent (being no earlier than 5 Business Days after receipt of such notice or, if earlier, the last day of any applicable
grace period permitted by law).

8.2 Borrower Illegality

If it is or becomes unlawful for a Borrower to perform any of its obligations under the Finance Documents, save where such obligations
are not, or could reasonably be considered not to be, material to the interests of the Lenders under the Finance Documents, that Borrower
shall within 15 Business Days of being served with notice by the Facility Agent so to do, repay all Advances owing by it, together with
accrued interest and all other amounts owing by it under the Finance Documents.

8.3 Mandatory Prepayment on Change of Control

If any person (whether alone or together with any associated person) becomes the beneficial owner of shares in the issued share capital of
ABB carrying the right to more than 50% of the votes exercisable at a general meeting of ABB:

(a) ABB shall promptly notify the Facility Agent upon becoming aware of that event; and

(b) if within 15 days following such notification to the Facility Agent any Lender so requests (by delivering a notice to ABB
through the Facility Agent), each Borrower shall, no later than 15 days following such request, prepay that Lenders portion of
all outstanding Advances, together with accrued interest thereon and all other amounts owing to such Lender hereunder and
cancel that Lenders Commitments and/or Swingline Commitments.

For the purposes of this Clause 8.3, associated person means, in relation to any person, a person who is (i) acting in concert (as
defined in the City Code on Takeovers and Mergers) with that person or (ii) a connected person (as defined in section 839 of the
Income and Corporation Taxes Act 1988) of that person.

8.4 Voluntary cancellation

ABB may, if it gives the Facility Agent not less than 5 Business Days (or such shorter period as the Majority Lenders may agree) prior
notice, cancel the whole or any part (being a minimum amount of $25,000,000 and an integral multiple of $10,000,000) of the Available
Facility, the Available Dollar Swingline Facility, the Available Euro Swingline Facility or the Available SEK Swingline Facility. Any
cancellation under this Clause 8.4 shall reduce rateably the Commitments of the Lenders or the relevant Swingline Commitments of the
relevant Swingline Lenders.

8.5 Voluntary Prepayment

A Borrower may, if it gives the Facility Agent not less than 5 Business Days (in the case of any Advance other than a Swingline
Advance) or 1 Business Days (in the case of any Swingline Advance) (or in either case such shorter period as the Majority Lenders may
agree) prior notice, prepay the whole or any part of an Advance made to it (but if in part, being an amount that reduces the Base
Currency Amount of the Advance by a minimum amount of $25,000,000 and rounded as the Facility Agent may reasonably require).

36


8.6 Right of replacement or repayment and cancellation in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by ABB or a Borrower is required to be increased under paragraph (c) of Clause 13.2
( Tax gross-up ); or

(ii) any Lender claims indemnification from ABB or a Borrower under Clause 13.3 ( Tax indemnity ) or Clause 14.1
( Increased costs ),

then ABB may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the
Facility Agent notice of cancellation of the Commitment and/or any Swingline Commitment of that Lender and/or of its
Revolving Facility Affiliate or its Swingline Affiliate and its intention to procure the repayment of the participation in the
Advances of that Lender and/or of its Revolving Facility Affiliate or its Swingline Affiliate or give the Facility Agent notice of
its intention to replace that Lender and/or its Revolving Facility Affiliate or its Swingline Affiliate in accordance with
paragraph (d) below.

(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment and/or the relevant Swingline
Commitment of the relevant Lender and/or its Revolving Facility Affiliate or its Swingline Affiliate shall immediately be
reduced to zero.

(c) On the last day of each Interest Period in respect of an Advance which ends after ABB has given notice of cancellation under
paragraph (a) above (or, if earlier, the date specified by ABB in that notice), each Borrower to whom an Advance is
outstanding shall repay that Lenders participation in that Advance.

(d) ABB may, in the circumstances set out in paragraph (a) above, on 5 Business Days prior notice to the Facility Agent and that
Lender replace that Lender (and any Revolving Facility Affiliate or Swingline Affiliate of that Lender) by requiring such
Lender and/or its Revolving Facility Affiliate or Swingline Affiliate to (and, to the extent permitted by law, that Lender or
Revolving Facility Affiliate or Swingline Affiliate shall) transfer pursuant to Clause 23 ( Changes to the Lenders ) all (and,
save as provided for in this paragraph, not part only) of its rights and obligations under this Agreement to a Lender or other
bank selected by ABB which confirms its willingness to assume and does assume all the obligations of the transferring Lender
in accordance with Clause 23 ( Changes to the Lenders ) for a purchase price in cash payable at the time of the transfer equal to
the outstanding principal amount of such Lenders or Revolving Facility Affiliates or Swingline Affiliates participation in the
outstanding Advances and all accrued interest (to the extent that the Facility Agent has not given a notification under
Clause 23.9 ( Pro rata interest settlement )), Break Costs and other amounts payable in relation thereto under the Finance
Documents. Where a Lender to be replaced pursuant to this paragraph is a Swingline Lender that is the Swingline Affiliate of
another Lender, the rights and obligations required to be transferred pursuant to this

37


Clause by that other Lender in its capacity as the Revolving Facility Affiliate of that Swingline Lender may, at the option of
ABB, be limited to those necessary for the Commitments of the replacement Lender (or its Affiliate) to be at least equal to each
of the Swingline Commitments to be transferred to such replacement Lender pursuant to this Clause.

(e) The replacement of any Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) ABB shall have no right to replace an Agent;

(ii) no Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii) in no event shall any Lender replaced under paragraph (d) above be required to pay or surrender any of the fees
received by such Lender pursuant to the Finance Documents.

(f)

(i) If any Lender becomes a Defaulting Lender, ABB may, at any time whilst that Lender continues to be a Defaulting
Lender, give the Facility Agent 5 Business Days notice of cancellation of the Available Commitment, Available Dollar
Swingline Commitment, Available Euro Swingline Commitment or Available SEK Swingline Commitment of that
Lender and/or its Revolving Facility Affiliate or Swingline Affiliate.

(ii) On the notice referred to in paragraph (i) above becoming effective, the Available Commitment, Available Dollar
Swingline Commitment, Available Euro Swingline Commitment or Available SEK Swingline Commitment (as
applicable) of the relevant Lender and/or its Revolving Facility Affiliate or Swingline Affiliate shall immediately be
reduced to zero.

(iii) The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the
Lenders.

8.7 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary
indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to
be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any
Break Costs, without premium or penalty.

(c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in
accordance with the terms of this Agreement. Any part of the Facility that is repaid may be reborrowed.

38


(d) No Borrower shall repay or prepay all or any part of the Advances or cancel all or any part of the Commitments or any
Swingline Commitment except at the times and in the manner expressly provided for in this Agreement.

(e) Subject to Clause 2.2 ( Increase ), no amount of the Total Commitments or any Swingline Commitment cancelled under this
Agreement may be subsequently reinstated.

(f) If the Facility Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to ABB and the
affected Borrower or the affected Lender, as appropriate.

(g) Any cancellation of a Swingline Commitment of a Swingline Lender shall reduce the relevant Swingline Commitment
accordingly but shall not otherwise cancel or reduce the Commitment of the relevant Lender in respect of the Facility (or of any
Revolving Facility Affiliate of the relevant Swingline Lender) unless and to the extent otherwise provided for in this
Agreement.

(h) Any cancellation of the Commitment of a Lender that is a Swingline Lender or a Revolving Facility Affiliate of a Swingline
Lender shall not cancel or reduce any Swingline Commitment of that Lender or its Swingline Affiliate unless a Swingline
Commitment of that Lender or its Swingline Affiliate would exceed the Commitment of that Lender immediately following
such reduction, in which case the relevant Swingline Commitment of that Lender or its Swingline Affiliate shall be reduced by
such amount as is necessary to ensure that, after the relevant cancellation, each such Swingline Commitment does not exceed
the Commitment of that Lender.

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SECTION 5
COSTS OF UTILISATION

9. INTEREST

9.1 Calculation of interest

(a) The rate of interest on each Advance (other than a Swingline Advance) for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:

(i) Margin;

(ii) IBOR; and

(iii) Mandatory Cost (if any).

(b) The rate of interest on each Swingline Advance for each Interest Period shall accrue from day to day and is (in the case of any
Dollar Swingline Advance) the Dollar Swingline Rate or (in the case of any Euro Swingline Advance) the Euro Swingline Rate
or (in the case of any SEK Swingline Advance) the SEK Swingline Rate.

9.2 Payment of interest

Each Borrower shall pay accrued interest on each Advance made to it on the last day of each Interest Period (and, if the Interest Period is
longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

9.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the
overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate 1.00 per cent
higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted
an Advance (not being a Swingline Advance) in the currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately
payable by the relevant Obligor on demand by the Facility Agent.

(b) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each
Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4 Notification of rates of interest

The applicable Agent shall promptly notify the Lenders, ABB and the relevant Borrowers of the determination of a rate of interest under
this Agreement.

9.5 Minimum Interest

When entering into this Agreement, the Parties have assumed that the interest payable hereunder is not and will not become subject to
Swiss withholding tax. Therefore, if a Tax Deduction is required by law to be made in one of the circumstances set out in

40


paragraph (d) of Clause 13.2 ( Tax gross-up ) and if paragraph (c) of Clause 13.2 ( Tax gross-up ) should be unenforceable in respect of a
Borrower incorporated in Switzerland or, if different, resident in Switzerland for tax purposes, each Borrower acknowledges and agrees
that:

(a) the interest rates set out in and which are calculated in accordance with Clause 9.1 ( Calculation of interest ) shall constitute
minimum interest rates, which, if Swiss withholding tax should apply, shall be adjusted to ensure that any payment of interest
due by a Borrower shall be increased to an amount which (after making any deduction of Swiss withholding tax) results in a
payment to the Lender of an amount equal to the payment which would have been due had no deduction of Swiss withholding
tax been required . For this purpose, the Swiss withholding tax shall be calculated on the full grossed-up interest amount; and

(b) to the extent that paragraph (a) above applies, each Borrower shall provide to the Lenders the documents required by law or
each applicable double taxation treaty for the Lenders to prepare claims for the refund of any Swiss withholding tax so
deducted.

10. INTEREST PERIODS

(a) The relevant Borrower may select an Interest Period for an Advance in the Utilisation Request on 3 Business Days written
notice to the Facility Agent from the relevant Borrower.

(b) Subject to this Clause 10, a Borrower may select an Interest Period of:

(i) in relation to any Advance (other than a Swingline Advance), 1, 2, 3 or 6 Months or any other period of less than 1
Month to end on the Termination Date or any other period agreed between the relevant Borrower (or ABB on its behalf)
and the Facility Agent (acting on the instructions of all the Lenders); or

(ii) in relation to any Swingline Advance, a period not exceeding 5 Business Days.

(c) An Interest Period for an Advance shall not extend beyond the Termination Date.

(d) Each Advance has one Interest Period only.

11. CHANGES TO THE CALCULATION OF INTEREST

11.1 Absence of quotations

Subject to Clause 11.2 ( Market disruption ), if the applicable IBOR or if applicable, the Euro Swingline Rate or the SEK Swingline Rate
is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the
Quotation Day, the applicable IBOR or the Euro Swingline Rate or the SEK

41


Swingline Rate shall be determined on the basis of the quotations of the remaining Reference Banks.

11.2 Market disruption

(a) If a Market Disruption Event occurs in relation to an Advance (other than a Dollar Swingline Advance) for any Interest Period,
then the rate of interest on each Lenders share of that Advance for the Interest Period shall be the percentage rate per annum
which is the sum of:

(i) the Margin;

(ii) the rate notified to the Facility Agent, ABB and the relevant Borrower by that Lender in a certificate (which sets out the
details of the computation of the relevant rate and shall be prima facie non-binding evidence of the same) as soon as
practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses
as a percentage rate per annum the cost to that Lender of funding its participation in that Advance from whatever source
it may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lenders participation in the Advance.

(b) In this Agreement Market Disruption Event means:

(i) in relation to an Advance (not being a Swingline Advance):

(A) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or
only one of the Reference Banks supplies a rate to the Facility Agent to determine the applicable IBOR for the
relevant currency and period; or

(B) before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent
receives notifications from a Lender or Lenders (whose participations in an Advance exceed 50 per cent. of that
Advance) that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in
excess of the applicable IBOR; or

(ii) in relation to a Euro Swingline Advance or a SEK Swingline Advance, on the relevant Utilisation Date, none or only
one of the Reference Banks supplies a rate to the Facility Agent to determine the Euro Swingline Rate or the SEK
Swingline Rate, as the case may be.

11.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Facility Agent or ABB so requires, the Facility Agent and ABB shall enter into
negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of
interest.

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(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of the Majority Lenders and ABB,
be binding on all Parties.

11.4 Break Costs

(a) The relevant Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break
Costs attributable to all or any part of an Advance or Unpaid Sum being paid by that Borrower on a day other than the last day
of an Interest Period for that Advance or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide to ABB and the relevant
Borrower a certificate (which shall constitute prima facie non-binding evidence of the matters to which it refers) addressed to
the Facility Agent, ABB and the relevant Borrower confirming the amount of its Break Costs for any Interest Period in which
they accrue and setting out the manner of computing such Break Costs.

12. FEES

12.1 Commitment Fee

(a) ABB shall pay to the Facility Agent (for the account of each Lender) a commitment fee in the Base Currency computed at 35
per cent. of the applicable Margin from time to time on that Lenders Available Commitment.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months commencing from the date
of this Agreement and on the last day of the Availability Period and, if a Lenders Commitment is cancelled in full, on the date
such cancellation becomes effective in respect of the amount accrued in respect of that Lenders Available Commitment
immediately before such cancellation.

(c) No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available Commitment of that
Lender for any day on which that Lender is a Defaulting Lender.

12.2 Utilisation Fee

(a) ABB shall pay to the Facility Agent (for the account of the Lenders pro rata to their Commitments) a utilisation fee in respect
of the Total Outstandings computed at the rate of:

(i) 0.15 per cent. per annum for each day that the amount of the Total Outstandings is greater than 33.33 per cent. of the
Total Commitments but less than or equal to 66.66 per cent. of the Total Commitments as at the Effective Date; and

(ii) 0.30 per cent. per annum for each day that the amount of the Total Outstandings is greater than 66.66 per cent. of the
Total Commitments as at the Effective Date.

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For the avoidance of doubt, no utilisation fee is payable while the amount of the Total Outstandings is less than or equal to
33.33 per cent of the Total Commitments as at the Effective Date.

(b) The accrued utilisation fee is payable on the last day of each successive period of three Months commencing from the date of
this Agreement and on the Termination Date.

12.3 Participation Fee

ABB shall pay to the Facility Agent (for the account of the Original Lenders) a participation fee in the amount and at the time agreed in a
Fee Letter.

12.4 Arrangement Fee

ABB shall pay to the Facility Agent (for the account of the Mandated Lead Arrangers) an arrangement fee in the amount and at the time
agreed in a Fee Letter.

12.5 Agency Fee

ABB shall pay to each Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

13. TAX GROSS UP AND INDEMNITIES

13.1 Definitions

(a) In this Agreement:

Initial Borrower Jurisdiction means any of The Netherlands, the United States of America, Sweden or Switzerland.

Protected Party means a Finance Party which is or will be, for or on account of Tax, subject to any liability or required to
make any payment in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.

Qualifying Lender means:

(i) in respect of a payment by a Borrower incorporated in Switzerland, a Lender which is a bank;

(ii) in respect of a payment by a Borrower incorporated in the United States of America, a Lender which is:

(A) created or organised under the laws of the United States of America or of any state (including the District of
Columbia) thereof; or

(B) resident in a jurisdiction having and eligible for the benefit of a double taxation agreement with the United States
of America which makes provision for full exemption from tax imposed by the United States of America on
interest and which does not carry on a business in the United States of America through a permanent establishment
with which that Lenders participation in the Facility is effectively connected; or

(C) entitled to receive payments under the Finance Documents without deduction or withholding of any United States
federal income taxes,

and which has complied with any procedural requirements within its control necessary to receive such payment without
the imposition of United States withholding tax; and

(iii) in respect of a payment by a Borrower incorporated in any jurisdiction except the United States of America or
Switzerland, any Lender.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

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Tax Payment means an increased payment made by ABB or a Borrower to a Finance Party under Clause 9.5 ( Minimum
Interest ), Clause 13.2 ( Tax gross-up ) or a payment made by ABB or a Borrower under Clause 13.3 ( Tax indemnity ).

(b) In this Clause 13 a reference to determines or determined means, save where expressly stated to the contrary, a
determination made in the absolute discretion of the person making the determination acting in good faith.

13.2 Tax gross-up

(a) ABB and each Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is
required by law.

(b) ABB, a Borrower or a Lender shall promptly upon becoming aware that ABB or a Borrower (as the case may be) must make a
Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly.
If the Facility Agent receives such notification from a Lender it shall notify ABB and the relevant Borrower.

(c) If a Tax Deduction is required by law to be made by ABB or a Borrower in one of the circumstances set out in paragraph
(d) below, the amount of the payment due from ABB or that Borrower shall be increased to an amount which (after making any
Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) The circumstances referred to in paragraph (c) above are where a person entitled to the payment:

(i) is the Agent;

(ii) is a Qualifying Lender; or

(iii) was a Qualifying Lender at the time it became a Lender but has ceased to be a Qualifying Lender to the extent that this
altered status results from any change after the date of this Agreement in (or in the interpretation, administration, or
application of) any law or double taxation agreement or any published practice or published concession of any relevant
taxing authority.

(e) If ABB or a Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in
connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, ABB or the
relevant Borrower (as the case may be) shall deliver to the Facility Agent for the Finance Party entitled to the payment
evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate
payment paid to the relevant taxing authority.

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(g) Each Finance Party, ABB and the Borrowers shall co-operate in completing any procedural formalities necessary for ABB or
a Borrower to make a payment to which the Finance Party is entitled without a Tax Deduction or with a reduced Tax
Deduction. Each Finance Party shall on the reasonable written request of ABB or a Borrower complete and deliver to ABB or
that Borrower all documentation reasonably required by ABB or that Borrower in order to enable it to make such payments
without a Tax Deduction or with a reduced Tax Deduction (so long as the completion or delivery of such documentation would
not materially prejudice the legal or commercial position of the relevant Finance Party).

13.3 Tax indemnity

(a) ABB shall (within three Business Days of written demand by the Facility Agent) pay to a Protected Party an amount equal to
the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on
account of Tax by that Protected Party.

(b) Paragraph (a) above shall not apply with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party is treated as resident for tax purposes;

(ii) under the law of the jurisdiction in which that Finance Partys Facility Office is located in respect of amounts received
or receivable in that jurisdiction;

(iii) arising by reason of the making of an Advance to a Borrower in an Initial Borrower Jurisdiction under the law of such
jurisdiction, except to the extent arising by reason of a change in law or in any regulation occurring after the date of this
Agreement, provided that this paragraph (b)(iii) shall not apply to any Tax assessed or imposed on an Agent;

(iv) if that Tax is imposed on or calculated by reference to the net income received or receivable (including any sum deemed
to be received or receivable) by that Finance Party; or

(v) which is compensated for by Clause 9.5 ( Minimum Interest ) or Clause 13.2 ( Tax gross up ) (or would have been so
compensated but for an exception to those Clauses).

(c) A Protected Party making, or intending to make a claim pursuant to paragraph (a) above shall promptly notify the Facility
Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify ABB.

(d) A Protected Party shall, on receiving a payment from ABB under this Clause 13.3, notify the Facility Agent.

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13.4 Tax Credit

If ABB or a Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to ABB (or as the case may be) that Borrower which that Finance Party determines, acting in good
faith, will leave that Finance Party (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not
been made by ABB or that Borrower (as the case may be). The relevant Finance Party shall endeavour, acting in good faith, to obtain,
utilise and retain the Tax Credit save that it shall not be obliged to disclose any information relating to its tax or other affairs or any
computations in respect thereof.

13.5 Lender Status Confirmation

(a) Each New Lender that becomes a Lender after the date of this Agreement shall indicate in the Transfer Certificate or Increase
Confirmation which it executes on becoming a Party, and for the benefit of the Facility Agent and without liability to any
Obligor, whether or not it is a Qualifying Lender.

(b) If a New Lender fails to indicate its status in accordance with this Clause 13.5 then such New Lender shall be treated for the
purposes of this Agreement (including by each Obligor) as if it were not a Qualifying Lender until such time as it notifies the
Facility Agent to the contrary (and the Facility Agent, upon receipt of such notification, shall inform ABB). For the avoidance
of doubt a Transfer Certificate or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this
Clause 13.5.

13.6 Qualifying Lenders

Any Lender which ceases, for any reason, to be a Qualifying Lender shall promptly notify ABB and the relevant Borrower(s) of its
change of status.

13.7 Stamp taxes

ABB shall pay and, within 3 Business Days of demand, indemnify each Finance Party against any cost, loss or liability such Finance
Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, but not in
respect of any assignment or transfer pursuant to Clause 23 ( Changes to the Lenders ).

13.8 Value added tax

(a) All consideration payable under a Finance Document by ABB or the Borrowers to a Finance Party shall be deemed to be
exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a
Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration)
an amount equal to the amount of the VAT.

(b) Where a Finance Document requires ABB or the Borrowers to reimburse a Finance Party for any costs or expenses, ABB or
the Borrowers (as the case

48


may be) shall also at the same time pay and indemnify that Finance Party against all VAT directly incurred by that Finance
Party in respect of the costs or expenses save to the extent that that Finance Party is entitled to repayment or credit in respect of
the VAT.

14. INCREASED COSTS

14.1 Increased costs

(a) Subject to Clause 14.3 ( Exceptions ) ABB shall, within 3 Business Days of a demand by the Facility Agent, pay for the
account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result
of (i) the introduction of or any change in (or in the interpretation or application of) any law or regulation or (ii) compliance
with any law or regulation made after the date of this Agreement.

(b) In this Agreement Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Partys (or its Affiliates) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party
having entered into its Commitment or funding or performing its obligations under any Finance Document.

14.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 14.1 ( Increased costs ) shall promptly notify the Facility Agent
of the event giving rise to the claim, following which the Facility Agent shall promptly notify ABB.

(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent provide a certificate confirming the
amount of its Increased Costs with (subject to any rights or duties of confidentiality the relevant Finance Party has in respect of
such information) full supporting details (which certificate shall constitute prima facie non-binding evidence of the matters to
which it relates).

14.3 Exceptions

(a) Clause 14.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by ABB or a Borrower;

(ii) compensated for by Clause 13.3 ( Tax indemnity ) (or would have been compensated for under Clause 13.3 ( Tax
indemnity ) but was not so compensated solely because one of the exclusions in paragraph (b) of Clause 13.3 ( Tax
indemnity ) applied);

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(iii) not payable as provided in Clause 23.2 ( Conditions of assignment or transfer );

(iv) compensated for by the payment of the Mandatory Cost;

(v) attributable to the breach by the relevant Finance Party or its Affiliates of any law or regulation;

(vi) not notified to ABB within 3 months of being incurred; or

(vii) attributable to the implementation or application of or compliance with the International Convergence of Capital
Measurement and Capital Standards, a Revised Framework published by the Basel Committee on Banking Supervision
in June 2004 in the form existing on the date of this Agreement ( Basel II ) or any other law or regulation which
implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance
Party or any of its Affiliates).

(b) In this Clause 14.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 13.1 ( Definitions ).

15. OTHER INDEMNITIES

15.1 Currency indemnity

(a) If any sum due from ABB or a Borrower under the Finance Documents (a Sum ), or any order, judgment or award given or
made in relation to a Sum, has to be converted from the currency (the First Currency ) in which that Sum is payable into
another currency (the Second Currency ) for the purpose of:

(i) making or filing a claim or proof against ABB or any of the Borrowers;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

ABB or that Borrower (as the case may be) shall as an independent obligation, within 3 Business Days of demand, indemnify
each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion
including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second
Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) ABB and each Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in
a currency or currency unit other than that in which it is expressed to be payable.

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15.2 Other indemnities

ABB shall indemnify each Lender upon presentation of duly documented evidence thereof against any cost, loss or liability directly
incurred by that Lender as a result of:

(a) the occurrence of any Event of Default (but excluding any costs of enforcement save as provided in Clause 17.3 ( Enforcement
costs ));

(b) a failure by ABB or a Borrower to pay any amount due under a Finance Document on its due date, including without
limitation, any cost, loss or liability arising as a result of Clause 27 ( Sharing among the Lenders );

(c) funding, or making arrangements to fund, its participation in an Advance requested by a Borrower in a Utilisation Request but
not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default,
negligence or wilful misconduct by that Lender alone); or

(d) an Advance (or part of an Advance) not being prepaid in accordance with a notice of prepayment given by a Borrower.

15.3 Indemnity to the Facility Agent

ABB shall promptly indemnify the Facility Agent, upon presentation of duly documented evidence thereof, against any reasonable cost,
loss or liability properly and directly incurred by the Facility Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) entering into or performing any foreign exchange contract for the purposes of Clause 6 ( Optional Currencies ); or

(c) acting or relying on any notice, request or instruction which it reasonably believes (after due enquiry) to be genuine, correct
and appropriately authorised.

16. MITIGATION BY THE LENDERS

16.1 Mitigation

(a) Each Finance Party shall, in consultation with ABB, take all reasonable steps to mitigate any circumstances which arise and
which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 ( Lender
Illegality ), Clause 13 ( Tax gross up and indemnities ) or Clause 14 ( Increased costs ) or which would result in any increased
amount being payable under this Agreement by reason of a change in the Mandatory Cost or a change in the reserve
requirements imposed by the European Central Bank after the date of this Agreement including (but not limited to) transferring
its rights and obligations under the Finance Documents to another Affiliate or Facility Office (in each case in accordance with
the terms hereof) and, in such circumstances a Lender will, at the request of ABB but subject to ABB indemnifying it for the
costs of so doing, transfer its rights and obligations under the Finance Documents to another Lender.

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(b) Paragraph (a) above does not in any way limit the obligations of the Obligors under the Finance Documents.

16.2 Limitation of liability

(a) ABB shall indemnify each Finance Party, upon presentation of duly documented evidence thereof, for all costs and expenses
reasonably and directly incurred by that Finance Party as a result of steps taken by it under Clause 16.1 ( Mitigation ).

(b) A Finance Party is not obliged to take any steps under Clause 16.1 ( Mitigation ) (other than a transfer of its rights and
obligations to another Lender where ABB indemnifies it for the cost of so doing) if, in the opinion of that Finance Party (acting
reasonably), to do so could reasonably be expected to be prejudicial to it.

17. COSTS AND EXPENSES

17.1 Transaction expenses

ABB shall promptly on demand pay, upon presentation of duly documented evidence thereof, the Agents and the Mandated Lead
Arrangers the amount of all costs and expenses (including legal fees) reasonably and directly incurred by any of them in connection with
the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

17.2 Amendment costs

If (a) ABB requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 28.10 ( Change of currency ),
ABB shall, within 3 Business Days of demand, reimburse the Facility Agent, upon presentation of duly documented evidence thereof, for
the amount of all costs and expenses (including legal fees) reasonably and directly incurred by the Facility Agent and which have
previously been agreed with ABB in responding to, evaluating, negotiating or complying with that request or requirement.

17.3 Enforcement costs

ABB shall, within 3 Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees)
directly incurred by that Finance Party at any time after the service of a notice by the Facility Agent under Clause 22.10 ( Acceleration )
in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

18. GUARANTEE AND INDEMNITY

18.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrowers obligations under the Finance
Documents;

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(b) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with
any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as
an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability
it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality,
have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the
Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount
claimed had been recoverable on the basis of a guarantee.

18.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Finance
Documents, regardless of any intermediate payment or discharge in whole or in part.

18.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any security for those obligations or
otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or
must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this
Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

18.4 Waiver of defences

The obligations of the Guarantor under this Clause 18 will not be affected by any act, omission, matter or thing which, but for this
Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it
or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Borrower or other person;

(b) the release of any Borrower or any other person under the terms of any composition or arrangement with any creditor of any
member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any
rights against, or security over assets of, any Borrower or other person or any non-presentation or non-observance of any
formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a
Borrower or any other person;

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(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or
replacement of any Finance Document or any other document or security including without limitation any change in the
purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or
other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other
document or security; or

(g) any insolvency or similar proceedings.

18.5 Immediate recourse

The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against
or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 18. This
waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

18.6 Appropriations

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been
irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee
or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantors
liability under this Clause.

18.7 Deferral of Guarantors rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been
irrevocably paid in full or the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of
performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under
this Clause 18:

(a) to be indemnified by a Borrower;

(b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties
under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance
Documents by any Finance Party;

(c) to bring legal or other proceedings for an order requiring any Borrower to make any payment, or perform any obligation, in
respect of which it has given a

54


guarantee, undertaking or indemnity under Clause 18.1 ( Guarantee and indemnity );

(d) to exercise any right of set-off against any Borrower; and/or

(e) to claim or prove as a creditor of any Borrower in competition with any Finance Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Borrowers under or in
connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to
the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 ( Payment mechanics ).

18.8 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.

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SECTION 7
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19. REPRESENTATIONS

ABB (in respect of itself and, where specified, each Group Company or each Material Subsidiary) and each Borrower (in respect of
itself) makes the representations and warranties set out in this Clause 19 to each Finance Party on the date of this Agreement.

19.1 Status

(a) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b) It and each Group Company has the power to own its assets and carry on its business as it is being conducted.

19.2 Binding obligations

The obligations expressed to be assumed by it in each Finance Document are, subject to the Reservations, legal, valid, binding and
enforceable obligations.

19.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not
conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any Group Company or any of their assets,

and, in the case of paragraph (c) on any repetition after the date of this Agreement, in a manner that could reasonably be expected to have
a Material Adverse Effect.

19.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery
of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

19.5 Validity and admissibility in evidence

All Authorisations required by ABB and each Borrower (including, in the case of any Dutch Borrower, and if applicable, any works
council advice):

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a
party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

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19.6 Insolvency

Neither it nor any Material Subsidiary (excluding to the extent relevant Combustion Engineering Inc.) has taken any action nor (so far it
is aware, having made all due enquiry) have any steps been taken or legal proceedings been started against it for winding-up, dissolution
or re-organisation, the enforcement of any Security over its assets or for the appointment of a receiver, administrative receiver, or
administrator, trustee or similar officer of it or any of its assets.

19.7 No default

(a) No Default is continuing.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is
binding on a Group Company or to which their assets are subject which has had or could reasonably be expected to have a
Material Adverse Effect.

19.8 No misleading information

(a) Any factual information contained in any document forming part of the Information Package was true and accurate in all
material respects as at the date of the relevant document.

(b) Nothing has occurred or been omitted from the Information Package and no information has been given or withheld that
results in the information contained in the Information Package being untrue or misleading in any material respect as at the
date of the relevant document.

19.9 Financial statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The Original Financial Statements fairly present in all material respects the consolidated financial condition and operations of
the Group or the financial condition and operations of the relevant Original Obligor in respect of the relevant financial year.

(c) Each of the latest audited consolidated financial statements required to be delivered under paragraph (b) of Clause 20.1
( Financial statements ) fairly presents in all material respects the financial position of the Group as at the date to which they
were prepared and for the period then ended.

(d) Each of the latest set of unaudited consolidated financial statements required to be delivered under paragraph (c) of Clause
20.1 ( Financial statements ) fairly presents in all material respects the financial condition of the Group as at the date to which
they were prepared and for the period then ended.

19.10 No Material Adverse Effect

Since the date of the most recent annual audited accounts of the Group, no event or events have occurred which have had a Material
Adverse Effect.

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19.11 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.12 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which could reasonably be
expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any Group
Company save in relation to asbestos liabilities relating to the business of Combustion Engineering Inc.

19.13 Environmental Compliance

Each Group Company has complied in all respects with all Environmental Law save to the extent that non-compliance could not
reasonably be expected to have a Material Adverse Effect.

19.14 Repetition

(a) The representations and warranties in Clause 19.1 ( Status ) to Clause 19.4 ( Power and authority ) are deemed to be made by
each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day
of each Interest Period.

(b) The representations and warranties in paragraphs (c) and (d) of Clause 19.9 ( Financial statements ) are deemed to be made by
each Obligor in respect of any financial statements delivered by it on the date those financial statements are approved as final
by the management of the relevant Obligor.

20. INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force.

20.1 Financial statements

(a) ABB and each Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders, as soon as the same become
available, but in any event within 120 days after the end of each of its financial years (in the case of ABB) and within 150 days
(in the case of each Borrower), its statutory audited unconsolidated annual financial statements for that financial year (if
prepared by such Borrower).

(b) ABB shall supply to the Facility Agent in sufficient copies for all the Lenders, as soon as the same become available, but in
any event before the date falling 120 days after the end of each of its financial years, its audited consolidated annual financial
statements.

(c) ABB shall supply to the Facility Agent in sufficient copies for all the Lenders, as soon as the same become available, but in
any event within 45 days after the

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end of each quarter of each of its financial years (except the fourth quarter) its unaudited consolidated financial statements for
that quarter and the year-to-date period then ended.

20.2 Requirements as to financial statements

Each Borrower shall procure that each set of financial statements delivered by it pursuant to Clause 20.1 ( Financial statements ) is
prepared using GAAP.

20.3 Information: miscellaneous

ABB shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a) all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are
dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are
commenced against one or more Group Companies and which could reasonably be expected to have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of any Obligor or any other
Material Subsidiary as any Finance Party (acting through the Facility Agent) may reasonably request; and

(d) promptly upon becoming aware of it, details of any change in its Credit Rating.

20.4 Notification of default

ABB and each Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon
becoming aware of its occurrence.

20.5 Material Subsidiaries

ABB shall supply to the Facility Agent, with each set of financial statements delivered by it pursuant to paragraph (b) of Clause 20.1
( Financial statements ), either:

(a) a complete and up to date list of Material Subsidiaries at that time; or

(b) written confirmation that the list of Material Subsidiaries contained in Schedule 9 ( Material Subsidiaries ) is complete and up
to date at that time.

20.6 Use of Websites

(a) Any Obligor may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the
Website Lenders ) who accept this method of communication by posting this information onto an electronic website
designated by ABB and the Facility Agent (the Designated Website ) if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of
the information by this method;

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(ii) both ABB and the Facility Agent are aware of the address of and any relevant password specifications for the
Designated Website; and

(iii) the information is in a format previously agreed between ABB and the Facility Agent.

If any Lender (a Paper Form Lender ) does not agree to the delivery of information electronically then the Facility Agent
shall notify ABB accordingly and ABB shall supply the information to the Facility Agent (in sufficient copies for each Paper
Form Lender) in paper form. In any event ABB shall supply the Facility Agent with at least one copy in paper form of any
information required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the
Designated Website following designation of that website by ABB and the Facility Agent. The Facility Agent shall notify each
Website Lender when any document is posted to the Designated Website.

(c) ABB shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is
amended; or

(v) ABB becomes aware that the Designated Website or any information posted onto the Designated Website is or has been
infected by any electronic virus or similar software.

If ABB notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by ABB under
this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website
Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided
under this Agreement which is posted onto the Designated Website. ABB shall comply with any such request within ten
Business Days.

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20.7 Know your customer checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation
made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this
Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party
that is not a Lender prior to such assignment or transfer,

obliges any Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with know
your customer or similar identification procedures in circumstances where the necessary information is not already available
to it, each Obligor shall promptly upon the request of that Agent or any Lender supply, or procure the supply of (to the extent
that the relevant information is not already available to the applicable Agent or Lender), such documentation and other
evidence as is reasonably requested by that Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case
of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the applicable Agent,
such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be
satisfied with the results of all necessary know your customer or other checks in relation to any relevant person pursuant to
the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of any Agent supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by that Agent (for itself) in order for that Agent to carry out and be satisfied with the
results of all necessary know your customer or other checks on Lenders or prospective new Lenders pursuant to the
transactions contemplated in the Finance Documents.

(c) ABB shall, by not less than 10 Business Days prior written notice to the Facility Agent, notify the Facility Agent (which shall
promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Borrower pursuant to
Clause 24 ( Changes to the Obligors ).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Borrower obliges any
Agent or any Lender to comply with know your customer or similar identification procedures in circumstances where the
necessary information is not already available to it, ABB shall promptly upon the request of that Agent or any Lender supply,
or procure the supply of, such documentation and other evidence as is reasonably requested by that Agent (for itself or on
behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for that Agent or

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such Lender or any prospective new Lender to carry out and be satisfied with the results of all necessary know your customer
or other checks in relation to any relevant person pursuant to the accession of such Subsidiary to this Agreement as an
Additional Borrower

21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the
Finance Documents or any Commitment is in force.

21.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Facility Agent of,

any Authorisation (including, in the case of any Dutch Borrower, any applicable works council advice) required under any law or
regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the
legality, validity and subject to the Reservations enforceability or admissibility in evidence in its jurisdiction of incorporation of any
Finance Document.

21.2 Compliance with laws

Each Obligor shall comply in all respects with all laws (including, without limitation, Environmental Law, ERISA and the Dutch
Financial Supervision Act ( Wet op het financieel toezicht )) to which it may be subject, if failure so to comply would have a Material
Adverse Effect.

21.3 Negative pledge

(a) Neither ABB nor any Borrower shall (and ABB shall procure that no other Group Company will) create or permit to subsist
any Security over any of its assets.

(b) Paragraph (a) above does not apply to:

(i) any Security over any bank account in favour of the bank with which such account is held, in each case granted by any
Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii) any Security arising by operation of law;

(iii) any Security contained in a contract for sale or supply entered into in the ordinary course of trading, where such
Security is granted to such seller or, as the case may be, supplier and is limited in recourse to the asset sold or, as the
case may be, supplied;

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(iv) any Security over or affecting any asset acquired by a Group Company after the date of this Agreement if:

(A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; and

(B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a
Group Company;

(v) any Security over or affecting any asset of a Group Company after the date of this Agreement, where the Security is
created prior to the date on which that Company becomes a Group Company, if:

(A) the Security was not created in contemplation of the acquisition of that company; and

(B) the principal amount secured has not increased in contemplation of or since the acquisition of that company;

(vi) any Security provided by one Group Company (not being ABB) to another Group Company;

(vii) any Security created in respect of the Securitisations provided that the amounts so secured do not at any time exceed
USD 1,500,000,000 (or its equivalent in another currency or currencies);

(viii) any Security over the assets of a Project Company, any shareholder loan made to a Project Company or the shares in a
Project Company where such Security was created for the purpose of securing Indebtedness incurred to acquire and/or
develop the assets of such Project Company and where such Indebtedness constitutes Project Finance Indebtedness of
such Project Company;

(ix) any Security securing Indebtedness incurred by a Group Company to refinance Indebtedness secured by Security of the
type referred to in paragraphs (iv) or (v) above where such first-mentioned Security is over the same asset and is of the
same type as such second-mentioned Security and the conditions referred to in paragraph (iv) or, as the case may be,
(v) above continue to be satisfied, mutatis mutandis ; and

(x) any Security not falling within any of paragraphs (i) to (ix) above inclusive in respect of assets having an aggregate
value not exceeding 10% of the aggregate value of the gross assets of the Group (as set out in ABBs most recently
published annual audited consolidated financial statements).

21.4 Claims Pari Passu

ABB shall ensure that at all times the claims of the Finance Parties against each Obligor under the Finance Documents rank at least pari
passu with the claims of all its other

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unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to companies generally.

21.5 Merger

No Obligor shall enter into any amalgamation, demerger, merger or corporate reconstruction save where the Facility Agent is satisfied,
acting reasonably, that the relevant Obligors obligations under the Finance Documents will continue to be the legal, valid, binding and
(subject to the Reservations) enforceable obligations of the surviving entity.

21.6 Insurance

Each Obligor shall (and ABB shall ensure that each Group Company will) maintain insurances on and in relation to its business and
assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the
same or substantially similar business in the relevant jurisdiction and taking into account the availability of insurance generally.

21.7 Restriction on Subsidiary Debt

ABB shall ensure that the aggregate amount of Total Gross Debt other than:

(a) Project Finance Indebtedness;

(b) Indebtedness owed by one Group Company to another Group Company;

(c) amounts borrowed by a finance company which is a Group Company and which are on-lent, and remain on-lent, to an
Obligor;

(d) amounts borrowed by a Group Company from a bank to which cash-collateral (in a substantially equivalent amount) has been
granted by a Group Company in respect of the relevant Group Companys obligation to repay such amounts;

(e) Indebtedness relating to any leases that are not required to be treated as finance leases under US GAAP as at the date hereof;

(f) any amounts borrowed by a Group Company which constitute Total Gross Debt to the extent such amounts are borrowed for
the purposes of refinancing other borrowings constituting Total Gross Debt so long as amounts so borrowed are promptly
applied in such manner; and

(g) Indebtedness in respect of bonds, commercial paper and/or other debt instruments issued by Group Companies that are Capital
Markets Issuers,

of Group Companies which are not Obligors shall not exceed the greater of: (i) $2,000,000,000; and (ii) 5 per cent. of the total assets of
the Group (as reflected in the most recent audited consolidated annual financial statements delivered by ABB under paragraph (b) of
Clause 20.1 ( Financial statements)).

In this Clause 21.7 Total Gross Debt means the aggregate of short-term debt (including current maturities of long-term debt) and
long-term debt as reflected in the most recent unaudited quarterly consolidated financial statements or audited consolidated

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annual financial statements delivered by ABB under paragraph (b) or (c) of Clause 20.1 ( Financial statements).

21.8 Change of business

ABB shall procure that no change is made to the businesses of the Group which would result in the core businesses of the Group, taken
as a whole, being other than the businesses of power and automation technology.

22. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clauses 22.1 ( Non-payment ) to 22.9 ( Cessation of business ) inclusive is an Event of
Default.

22.1 Non-payment

Any sum due from an Obligor or the Obligors under this Agreement is not paid at the time, at the place at, and in the currency in which,
it is expressed to be payable unless payment is made within 3 Business Days of its due date and the failure to pay is due solely to
administrative error or technical delays in the transmission of funds.

22.2 Other obligations

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 ( Non-payment ))
and, if the failure to comply is capable of remedy, it is not remedied within 30 days of the Facility Agent giving notice to ABB of the
failure to comply.

22.3 Misrepresentation

Any representation or statement made or deemed (by virtue of Clause 19.14 ( Repetition )) to be made by ABB or any Borrower in this
Agreement is or proves to have been incorrect or misleading in any respect when made or deemed to be made and, where the
circumstances making such representation or statement incorrect or misleading are capable of being altered so that such representation or
statement is correct, such circumstances are not so altered within 30 days of the Facility Agent giving notice to ABB of such
representation or statement being incorrect.

22.4 Cross default

(a) Any Indebtedness of all or any of the Group Companies is not paid when due nor within any originally applicable grace
period.

(b) Any Indebtedness of all or any of the Group Companies has (i) become capable of being declared and is declared to be or
(ii) otherwise becomes due and payable, in any case, prior to its specified maturity as a result of a default or an event of default
(however described).

(c) Any commitment for any Indebtedness of all or any of the Group Companies is cancelled or suspended by a creditor of all or
any of the Group Companies as a result of a default or an event of default (however described).

(d) Any creditor of all or any of the Group Companies becomes entitled to declare any Indebtedness of all or any of the Group
Companies due and payable prior to

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its specified maturity as a result of a default or an event of default (however described).

(e) No Event of Default will occur under this Clause 22.4 if (1) the Indebtedness falling within paragraphs (a) to (d) is Project
Finance Indebtedness, intra-Group Indebtedness or Indebtedness under a Finance Document or (2) the aggregate amount of
Indebtedness or commitment for Indebtedness falling within paragraphs (a) to (d) (excluding any described in (1) above) above
is less than $100,000,000.

(f) No Event of Default will occur under this Clause 22.4 where the applicable default or relevant circumstances described in
paragraphs (a) to (d) above arise as a result of or in connection with any bankruptcy filing under Chapter 11 of the US
Bankruptcy Code in respect of Combustion Engineering Inc. or any other related bankruptcy filing under Chapter 11 of the US
Bankruptcy Code, or any proceedings relating to any such filing.

22.5 Insolvency

(a) Any Obligor or any Material Subsidiary is unable or admits in writing an inability to pay its debts as they fall due, suspends
making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with
one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) A moratorium is declared in respect of any indebtedness of any Obligor or any Material Subsidiary.

(c) This Clause 22.5 shall not apply to Combustion Engineering Inc.

22.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, dissolution or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) of any Obligor or any Material Subsidiary other than a solvent liquidation
or reorganisation of any Material Subsidiary (other than a Borrower) or to the extent permitted by Clause 21.5 ( Merger );

(b) a composition, assignment or arrangement with any creditor of any Obligor or any Material Subsidiary (other than on a solvent
basis to the extent permitted by Clause 21.5 ( Merger ));

(c) the appointment of a liquidator (other than (i) a winding up petition which is frivolous or vexatious and which is, in any event,
discharged within 30 days of its presentation or (ii) in respect of a solvent liquidation of any Material Subsidiary (other than a
Borrower) or to the extent permitted by Clause 21.5 ( Merger )), receiver, administrator, administrative receiver, compulsory
manager or other similar officer in respect of any Obligor or any Material Subsidiary or any of its assets (having an aggregate
value of at least $50,000,000); or

66

(d) enforcement of any Security over any assets (having an aggregate value of at least $50,000,000) of any Material Subsidiary or
Obligor by reason of a default or event of default (howsoever described) occurring under the relevant agreement relating to the
Indebtedness secured by such Security,

or any analogous procedure or step is taken in any jurisdiction provided that this Clause 22.6 shall not apply to Combustion Engineering
Inc.

22.7 Repudiation

An Obligor repudiates a Finance Document or evidences in writing an intention to repudiate a Finance Document.

22.8 Unlawfulness

Subject to Clause 8.2 ( Borrower Illegality ), it is or becomes unlawful for an Obligor to perform any of its material obligations under the
Finance Documents.

22.9 Cessation of business

The Group, taken as a whole, ceases or threatens to cease to do business.

22.10 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the
Majority Lenders, by notice to ABB:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) declare that all or part of the Advances, together with accrued interest, and all other amounts accrued under the Finance
Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Advances be payable on demand, whereupon they shall immediately become payable on demand
by the Facility Agent on the instructions of the Majority Lenders.

22.11 Clean-Up Period

Notwithstanding any other provision of any Finance Document, if during a Clean-Up Period any event or circumstance exists which but
for this Clause 22.11 would constitute a Default, such event or circumstance will not constitute a Default (including for the purposes of
Clause 4.2 ( Further conditions precedent )) during such Clean-Up Period if:

(a) it relates exclusively to, or arises solely as a result of matters relating to the person(s) acquired pursuant to the relevant
Acquisition (or to any Subsidiary(ies) of such person(s)) or to any obligations to procure or ensure in relation to such person
(s) (or in relation to any Subsidiary(ies) of such person(s));

(b) it is capable of remedy and reasonable steps are promptly taken to remedy it;

(c) the circumstances giving rise to it (other than the Acquisition itself) have not been procured by or approved by any Obligor;
and

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(d) it is not reasonably likely to have a Material Adverse Effect.

If such event or circumstance is continuing on or after the expiry of such Clean-Up Period then, with effect from such date, there shall be
an Event of Default or, as the case may be, Default notwithstanding the above (and without prejudice to the rights and remedies of the
Finance Parties).

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SECTION 8
CHANGES TO PARTIES

23. CHANGES TO THE LENDERS

23.1 Assignments and transfers by the Lenders

Subject to this Clause 23, a Lender (the Existing Lender ) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

to another bank (the New Lender ).

23.2 Conditions of assignment or transfer

(a) The consent of ABB is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another
Lender or an Affiliate of a Lender that is a bank or unless an Event of Default has occurred and is continuing.

(b) The consent of ABB to an assignment or transfer must not be unreasonably withheld or delayed. ABB will be deemed to have
given its consent 10 Business Days after the Lender has requested it unless consent is expressly refused by ABB within that
time.

(c) The consent of ABB to an assignment or transfer must not be withheld solely because the assignment or transfer may result in
an increase to the Mandatory Cost.

(d) An assignment or transfer shall be in respect of a Commitment or a Swingline Commitment of at least $10,000,000 or, if less,
the whole of the Commitment or Swingline Commitment of the relevant assignor or transferor (provided that any such
assignment or transfer shall be in respect of a Commitment or Swingline Commitment at least equal to 50,000 (calculated at
the then prevailing exchange rate)).

(e) An assignment or transfer by a Swingline Lender of any of its Swingline Commitments shall only be made if there is a
simultaneous assignment or transfer of an equal amount of its Commitment (or the Commitment of its Revolving Facility
Affiliate). This paragraph shall not apply to a transfer of any Swingline Commitment to a Lender or an Affiliate of a Lender
provided that no Swingline Commitment of a Lender may exceed the Commitment of that Lender or its Revolving Facility
Affiliate.

(f) An assignment or transfer by a Lender which is a Swingline Lender or the Revolving Facility Affiliate of a Swingline Lender
of any of its Commitment shall only be effective if after such assignment or transfer, the Commitment of that Lender is at least
equal to each of the Swingline Commitments of that Lender or its Swingline Affiliate.

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(g) An assignment will only be effective on: (i) receipt by the Facility Agent of written confirmation from the New Lender (in
form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other
Finance Parties and the Obligors as it would have been under if it was an Original Lender; and (ii) performance by the Facility
Agent of all necessary know your customer or other similar checks under all applicable laws and regulations in relation to
such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and
the New Lender.

(h) A transfer will only be effective if the procedure set out in Clause 23.5 ( Procedure for transfer ) is complied with.

(i) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office;
and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged,
or at such date it is reasonably foreseeable that an Obligor would be obliged, to make a payment to the New Lender or
Lender acting through its new Facility Office under Clause 9.5 ( Minimum Interest ), Clause 13 ( Tax gross up and
indemnities ) or Clause 14 ( Increased Costs ),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses
to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.

(j) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent
has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender
or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in
accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have
been had it remained a Lender.

23.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a
fee of $1,500.

23.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of ABB or any Borrower;

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(iii) the performance and observance by ABB or any Borrower of its obligations under the Finance Documents or any other
documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any
other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and
affairs of ABB and each Borrower and its related entities in connection with its participation in this Agreement and has
not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance
Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of ABB and each Borrower and its related
entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred
under this Clause 23; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by ABB or any
Borrower of its obligations under the Finance Documents or otherwise.

23.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 23.2 ( Conditions of assignment or transfer ) a transfer is effected in accordance
with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by
the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a
duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New
Lender upon its completion of all know your customer or other checks relating to any person that it is required to carry out in
relation to the transfer to such New Lender.

(c) Subject to Clause 23.9 ( Pro rata interest settlement ), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations
under the Finance Documents each of ABB, the Borrowers and the Existing Lender shall be

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released from further obligations towards one another under the Finance Documents and their respective rights against
one another shall be cancelled (being the Discharged Rights and Obligations );

(ii) each of ABB, the Borrowers and the New Lender shall assume obligations towards one another and/or acquire rights
against one another which differ from the Discharged Rights and Obligations only insofar as ABB, that Borrower and the
New Lender have assumed and/or acquired the same in place of ABB, that Borrower and the Existing Lender;

(iii) the Agents, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume
the same obligations between themselves as they would have acquired and assumed had the New Lender been an
Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent
the Agents, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each
other under this Agreement; and

(iv) the New Lender shall become a Party as a Lender .

23.6 Disclosure of information

Any Lender may disclose to:

(a) any of its Affiliates (provided they are made aware of the confidential nature of the relevant information and that it may be
price-sensitive); and

(b) any other person:

(i) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and
obligations under this Agreement;

(ii) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or
any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or

(iii) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

any information about ABB, any Borrower, the Group and the Finance Documents as that Lender shall consider appropriate, provided
that in relation to paragraphs (b)(i) and (b)(ii) above only, the person to whom the information is to be given has entered into a
confidentiality undertaking unless such person is any central bank or supranational bank in which case no confidentiality undertaking
will be required.

Notwithstanding any of the provisions of the Finance Documents, the Obligors and the Finance Parties hereby agree that each Party and
each employee, representative or other agent of each Party may disclose to any and all persons, without limitation of any kind,

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the tax structure and tax treatment (in each case within the meaning of the U.S. Treasury Regulation Section 1.6011-4) of the
Facility and any materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing relating to such
tax structure and tax treatment.

23.7 Copy of Transfer Certificate and Increase Confirmation to ABB

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Increase Confirmation, send
to ABB a copy of that Transfer Certificate or Increase Confirmation.

23.8 Security over Lenders rights

In addition to the other rights provided to Lenders under this Clause 23, each Lender may without consulting with or obtaining consent
from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any
of its rights under any Finance Document to secure obligations of that Lender to a federal reserve or central bank except that no such
charge, assignment or Security shall:

(a) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge,
assignment or other Security for the Lender as a party to any of the Finance Documents; or

(b) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights
than, those required to be made or granted to the relevant Lender under the Finance Documents.

23.9 Pro rata interest settlement

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a pro rata basis to Existing Lenders and
New Lenders then (in respect of any transfer pursuant to Clause 23.5 ( Procedure for transfer ) the Transfer Date of which, in each case,
is after the date of such notification and is not on the last day of an Interest Period):

(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall
continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ( Accrued Amounts ) and shall
become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current
Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals
after the first day of that Interest Period); and

(b) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the
avoidance of doubt:

(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

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(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this
Clause 23.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

24. CHANGES TO THE OBLIGORS

24.1 Assignments and transfer by Obligors

Neither ABB nor any Borrower may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

24.2 Additional Borrowers

(a) Subject to compliance with paragraphs (c) and (d) of Clause 20.7 ( Know your customer checks ), ABB may request by
written notice that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an
Additional Borrower if:

(i) that Subsidiary is incorporated in an Agreed Jurisdiction or all the Lenders approve the addition of that Subsidiary;

(ii) ABB delivers to the Facility Agent a duly completed and executed Borrower Accession Letter;

(iii) ABB confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional
Borrower; and

(iv) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 ( Conditions
Precedent ) in relation to that Additional Borrower, each in form and substance reasonably satisfactory to the Facility
Agent.

(b) The Facility Agent shall notify ABB and the Lenders promptly upon receiving (in form and substance reasonably satisfactory
to it) all the documents and other evidence listed in Part II of Schedule 2 ( Conditions Precedent ).

(c) Delivery of a Borrower Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and
warranties in Clause 19.5 ( Validity and admissibility in evidence ) and the representations and warranties deemed to be
repeated pursuant to Clause 19.14 ( Repetition ) are true and correct in relation to it as at the date of delivery as if made by
reference to the facts and circumstances then existing.

24.3 Resignation of a Borrower

(a) ABB may request that a Borrower ceases to be a Borrower by delivering to the Facility Agent a Resignation Letter.

(b) The Facility Agent shall accept a Resignation Letter and notify ABB and the Lenders of its acceptance if:

(i) no Default would result from the acceptance of the Resignation Letter (and ABB has confirmed this to be the case); and

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(ii) the relevant Borrower is under no actual or contingent obligations under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance
Documents.

24.4 Repetition of Representation

Delivery of a Borrower Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties in
Clause 19.5 ( Validity and admissibility in evidence ) and the representations and warranties deemed to be repeated pursuant to Clause
19.14 ( Repetition ) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances
then existing.

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SECTION 9
THE FINANCE PARTIES

25. ROLE OF THE AGENTS AND THE MANDATED LEAD ARRANGERS

25.1 Appointment of the Agents

(a) Each of the Mandated Lead Arrangers and the Lenders appoints each Agent to act as its agent under and in connection with the
Finance Documents.

(b) Each of the Mandated Lead Arrangers and the Lenders authorises each Agent to exercise the rights, powers, authorities and
discretions specifically given to such Agent under or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions.

(c) The Facility Agent and the Euro Swingline Agent shall, unless ABB agrees otherwise, act out of an office in London.

(d) The Dollar Swingline Agent shall, unless ABB agrees otherwise, act out of an office in New York.

(e) The SEK Swingline Agent shall, unless ABB agrees otherwise, act out of an office in Stockholm.

25.2 Duties of the Agents

(a) Subject to paragraph (b) below, each Agent shall promptly forward to a Party the original or a copy of any document which is
delivered to that Agent for that Party by any other Party.

(b) Without prejudice to Clause 23.7 ( Copy of Transfer Certificate and Increase Confirmation to ABB ), paragraph (a) above shall
not apply to any Transfer Certificate or Increase Confirmation.

(c) If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the
circumstance described is a Default, it shall promptly notify the Lenders.

(d) The Facility Agent shall promptly notify:

(i) the Lenders of any Default arising under Clause 22.1 ( Non-payment ); and

(ii) each Swingline Agent of:

(A) any assignments or transfers by a Lender pursuant to Clause 23 ( Changes to the Lenders ); and

(B) any changes to the Obligors pursuant to Clause 24 ( Changes to the Obligors ).

(e) The Facility Agent shall provide to ABB within 5 Business Days of a request by ABB (made no more frequently than once per
calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date such list is
provided, their respective Commitments and Swingline

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Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to
be made) of each Lender for any communication to be made or document to be delivered under or in connection with the
Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of
information by electronic mail or other electronic means to and by each Lender to whom any communication under or in
connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to
be distributed by an Agent to that Lender under the Finance Documents.

(f) Each Agents duties under the Finance Documents are solely mechanical and administrative in nature.

25.3 Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other
Party under or in connection with any Finance Document.

25.4 No fiduciary duties

(a) Nothing in this Agreement constitutes an Agent or a Mandated Lead Arranger as a trustee or fiduciary of any other person.

(b) No Agent nor any Mandated Lead Arranger shall be bound to account to any Lender for any sum or the profit element of any
sum received by it for its own account.

25.5 Business with the Group

Each Agent and each Mandated Lead Arranger may accept deposits from, lend money to and generally engage in any kind of banking or
other business with any of the Group Companies.

25.6 Rights and discretions of the Agents

(a) Each Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may
reasonably be assumed to be within his knowledge or within his power to verify.

(b) Each Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 ( Non-payment )); and

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

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(c) Each Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and ABB and shall disclose
the same upon the written request of ABB or the Majority Lenders.

(e) Each Agent may act in relation to the Finance Documents through its personnel and agents.

25.7 Majority Lenders instructions

(a) Unless a contrary indication appears in a Finance Document, each Agent shall (a) act in accordance with any instructions
given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right,
power, authority or discretion vested in it as Agent) and (b) not be liable for any act (or omission) if it acts (or refrains from
taking any action) in accordance with such an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding
on all the Finance Parties.

(c) Each Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the
Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT)
which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each Agent may act (or refrain from
taking action) as it considers to be in the best interest of the Lenders.

(e) No Agent is authorised to act on behalf of a Lender (without first obtaining that Lenders consent) in any legal or arbitration
proceedings relating to any Finance Document.

25.8 Responsibility for documentation

No Agent nor any Mandated Lead Arranger:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by an
Agent, a Mandated Lead Arranger, ABB, any Borrower or any other person given in or in connection with any Finance
Document or the Information Package;

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance
Document; or

(c) is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-
public information the use of which

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may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

25.9 Exclusion of liability

(a) Without limiting paragraph (b) below, no Agent will be liable for any action taken by it under or in connection with any
Finance Document, unless directly caused by its negligence, wilful default or wilful misconduct.

(b) No Party may take any proceedings against any officer, employee or agent of an Agent in respect of any claim it might have
against such Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance
Document and any officer, employee or agent of such Agent may rely on this Clause.

(c) No Agent will (absent negligence, wilful default or wilful misconduct directly giving rise to such liability) be liable for any
delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid
by such Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement system used by such Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Facility Agent or any Mandated Lead Arranger to carry out any know your
customer or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Facility Agent
and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Facility Agent or the Mandated Lead Arrangers.

25.10 Lenders indemnity to the Agents

The Lenders shall (in proportion to their Commitments or, if the Total Commitments are then zero, to their Commitments immediately
prior to their reduction to zero) severally indemnify each Agent, within three Business Days of demand, against any cost, loss or liability
incurred by such Agent (otherwise than by reason of such Agents negligence or wilful misconduct) in acting as Agent under the Finance
Documents (unless such Agent has been reimbursed by ABB or the Borrowers pursuant to a Finance Document).

25.11 Resignation of an Agent

(a) An Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and ABB provided that
such successor shall act (to the extent relevant) out of an office in the following locations (each a Required Location ):

(i) in the case of the Facility Agent, London;

(ii) in the case of the Dollar Swingline Agent, New York;

(iii) in the case of the Euro Swingline Agent, London; and

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(iv) in the case of the SEK Swingline Agent, Stockholm.

(b) Alternatively an Agent may resign by giving notice to the Lenders and ABB, in which case the Majority Lenders may appoint
a successor Agent which will act out of an office in the relevant Required Location.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after
notice of resignation was given, the resigning Agent may appoint a successor Agent which will act out of an office in the
relevant Required Location.

(d) A successor Agent may only be appointed with the prior consent of ABB (such consent not to be unreasonably withheld or
delayed).

(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such
assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.

(f) Such Agents resignation notice shall only take effect upon the appointment of a successor as contemplated in paragraphs
(b) and (c) above.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the
Finance Documents but shall remain entitled to the benefit of this Clause 25. Its successor and each of the other Parties shall
have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

25.12 Replacement of an Agent

(a) After consultation with ABB, the Majority Lenders may, by giving 30 days notice to an Agent (or, at any time an Agent is an
Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace that Agent by appointing a
successor Agent acting out of an office in the relevant Required Location. A successor Agent may only be appointed with the
prior consent of ABB (such consent not to be unreasonably withheld or delayed).

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available
to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request
for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of a successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the
retiring Agent. As from that date, the retiring Agent shall be discharged from any further obligation in respect of the Finance
Documents but shall remain entitled to the benefit of this Clause 25 (and any agency fees for the account of the retiring Agent
shall cease to accrue from (and shall be payable on) that date).

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(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they
would have had if such successor had been an original Party.

25.13 Confidentiality

(a) In acting as agent for the Finance Parties, each Agent shall be regarded as acting through its agency division which shall be
treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of an Agent, it may be treated as confidential to that division or
department and such Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither Agent nor either Mandated Lead
Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the
disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

25.14 Relationship with the Lenders

(a) Subject to Clause 23.9 ( Pro rata interest settlement ), each Agent may treat the person shown in its records as Lender at the
opening of business (in the place of the relevant Agents principal office as notified to the Finance Parties from time to time) as
the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination
under any Finance Document made or delivered on that day,

unless it has received not less than 5 Business Days prior notice from that Lender to the contrary in accordance with the terms
of this Agreement.

(b) Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the
Mandatory Cost in accordance with Schedule 8 ( Mandatory Cost ).

(c) Any Lender may by notice to the Facility Agent, appoint a person to receive on its behalf all notices, communications,
information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain
the address, fax number and (where communication by electronic mail or other electronic means is permitted under paragraph
(b) of Clause 30.1 ( C ommunications in writing )) electronic mail address and/or any other information required to enable the
sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention
communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address,
department and officer by that Lender for the purposes of Clause 30.2 ( Addresses ) and paragraph (b) of Clause

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30.1 ( C ommunications in writing ) and each Agent shall be entitled to treat such person as the person entitled to receive all
such notices, communications, information and documents as though that person were that Lender.

25.15 Credit appraisal by the Lenders

Without affecting the responsibility of each Obligor for information supplied by it or on its behalf in connection with any Finance
Document, each Lender confirms to each Agent and each Mandated Lead Arranger that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance
Document including but not limited to:

(a) the financial condition, status and nature of each Group Company;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets
under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any
Finance Document; and

(d) the adequacy, accuracy and/or completeness of the Information Package and any other information provided by an Agent, any
other Party or by any other person under or in connection with any Finance Document, a Mandated Lead Arranger the
transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document.

25.16 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility
Agent shall (in consultation with ABB) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order
and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of
Tax.

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27. SHARING AMONG THE LENDERS

27.1 Payments to Lenders

If a Lender (a Recovering Lender ) receives or recovers any amount from ABB or a Borrower other than in accordance with Clause
28 ( Payment mechanics ) (a Recovered Amount ) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Lender shall, within 3 Business Days, notify details of the receipt or recovery to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Lender would
have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with
Clause 28 ( Payment mechanics ), without taking account of any Tax which would be imposed on the Facility Agent in relation
to the receipt, recovery or distribution; and

(c) the Recovering Lender shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount
(the Sharing Payment ) equal to such receipt or recovery less any amount which the Facility Agent determines may be
retained by the Recovering Lender as its share of any payment to be made, in accordance with Clause 28.6 ( Partial
payments ).

27.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by ABB or the relevant Borrower (as the case may be) and
distribute it between the Finance Parties (other than the Recovering Lender) (the Sharing Finance Parties ) in accordance with
Clause 28.6 ( Partial payments ) towards the obligations of that Obligor to the Sharing Finance Parties.

27.3 Recovering Lenders rights

On a distribution by the Facility Agent under Clause 27.2 ( Redistribution of payments ) of a payment received by a Recovering Finance
Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to
the Sharing Payment will be treated as not having been paid by that Obligor.

27.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Lender becomes repayable and is repaid by that Recovering
Lender, then:

(a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that
Recovering Lender an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Lender for its proportion of any interest on the Sharing Payment which that Recovering Lender is required to
pay) (the Redistributed Amount ); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed
Amount will be treated as not having been paid by that Obligor.

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27.5 Exceptions

(a) This Clause 27 shall not apply to the extent that the Recovering Lender would not, after making any payment pursuant to this
Clause, have a valid and enforceable claim against ABB or the relevant Borrower (as the case may be).

(b) A Recovering Lender is not obliged to share with any other Finance Party any amount which the Recovering Lender has
received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified the other Lenders of the legal or arbitration proceedings; and

(ii) the other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as
reasonably practicable having received notice or did not take separate legal or arbitration proceedings.

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SECTION 10
ADMINISTRATION

28. PAYMENT MECHANICS

28.1 Payments to the Agents

(a) For the purpose of this Clause 28 a reference to the Relevant Agent means:

(i) in relation to payments under the Dollar Swingline Facility, the Dollar Swingline Agent;

(ii) in relation to payments under the Euro Swingline Facility, the Euro Swingline Agent;

(iii) in relation to payments under the SEK Swingline Facility, the SEK Swingline Agent; and

(iv) for all other payments, the Facility Agent.

(b) On each date on which a Borrower or a Lender is required to make a payment under a Finance Document, such Borrower or,
as the case may be, such Lender shall make the same available to the Relevant Agent (unless a contrary indication appears in a
Finance Document) for value on the due date at the time and in such funds specified by the Relevant Agent as being customary
at the time for settlement of transactions in the relevant currency in the place of payment.

(c) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to Euro,
in a principal financial centre in a Participating Member State or London) with such bank as the Relevant Agent specifies.

28.2 Distributions by the Agents

Each payment received by an Agent under the Finance Documents for another Party shall, subject to Clause 28.3 ( Distributions to the
Obligors ) and Clause 28.4 ( Clawback ) be made available by such Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as
that Party may notify to the relevant Agent by not less than 5 Business Days notice with a bank in the principal financial centre of the
country of that currency (or, in relation to Euro, in the principal financial centre of a Participating Member State or London).

28.3 Distributions to the Obligors

An Agent may (with the consent of ABB or the relevant Borrower (as the case may be) or in accordance with Clause 29 ( Set-off )) apply
any amount received by it for ABB or that Borrower in or towards payment (on the date and in the currency and funds of receipt) of any
amount due from ABB or that Borrower (as the case may be) under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.

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28.4 Clawback

(a) Where a sum is to be paid to an Agent under the Finance Documents for another Party, such Agent is not obliged to pay that
sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its
absolute satisfaction that it has actually received that sum (and such Agent shall make such due enquiry as a diligent agent
would make in so establishing).

(b) If an Agent pays an amount to another Party and it proves to be the case that such Agent had not actually received that amount,
then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by such Agent shall on
demand refund the same to such Agent together with interest on that amount from the date of payment to the date of receipt by
such Agent, calculated by such Agent to reflect its cost of funds.

(c) In the event that a Lender fails to make its participation in an Advance available to the Relevant Agent (as defined in Clause
28.1 ( Payments to the Agents )) in accordance with the terms of this Agreement, such Lender hereby indemnifies the Relevant
Agent on demand against all costs, losses and expenses that the Relevant Agent may incur as a result of such failure (including,
without limitation, where the Relevant Agent, at its sole option, makes arrangements to make available to the relevant
Borrower an amount equal to said participation).

(d) For the purposes of paragraph (c) of this Clause 28.4, if a Lender makes its participation available to the Relevant Agent after
3.00 p.m. (London time) on the due date, such participation shall be deemed to have been made available on the Business Day
immediately succeeding the said due date.

28.5 Impaired Agents

(a)

(i) If, at any time, an Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment
under the Finance Documents to that Agent in accordance with Clause 28.1 ( Payments to the Agents ) may (or shall, in
the case of a payment by a Lender if paragraph (ii) below applies) instead pay that amount direct to the required recipient
or (except where paragraph (ii) below applies) pay that amount to an interest - bearing account held with an Acceptable
Bank in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender
making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that
payment under the Finance Documents. In each case such payments must be made on the due date for payment under
the Finance Documents.

(ii) This paragraph (ii) applies in relation to a payment by a Lender if ABB has notified that Lender in writing on or before
the date falling 3 Business Day prior to the date for payment (or 1 Business Day prior to the date for payment in respect
of any Swingline Advance), that the

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relevant Agent is an Impaired Agent and that this paragraph (ii) applies to such payment.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that
trust account pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 28.5 shall be discharged of the relevant payment obligation
under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust
account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 25.11 ( Resignation of an Agent ) or 25.12
( Replacement of an Agent ), each Party which has made a payment to a trust account in accordance with this Clause 28.5 shall
give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued
interest) to the successor Agent for distribution in accordance with Clause 28.2 ( Distributions by the Agents ).

(e) In this Clause 28.5 Acceptable Bank means a bank which has a rating for its long-term unsecured and non credit-enhanced
debt obligations of A or higher by Standard & Poors Rating Services or A2 or higher by Moodys Investor Services Limited.

(f) Each Agent shall notify ABB, the other Agents and the Lenders promptly after becoming an Impaired Agent.

28.6 Partial payments

(a) If an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by ABB or the Borrowers
under the Finance Documents, such Agent shall apply that payment towards the obligations of the Obligors under the Finance
Documents in the following order:

(i) first , in or towards payment pro rata of any unpaid fees, costs and expenses of the Agents under the Finance
Documents;

(ii) secondly , in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;

(iii) thirdly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by ABB or any Borrower.

87


28.7 No set-off by Obligors

All payments to be made by ABB or the Borrowers under the Finance Documents shall be calculated and be made without (and free and
clear of any deduction for) set-off or counterclaim.

28.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable
on the principal at the rate payable on the original due date.

28.9 Currency of account

(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from ABB
or the Borrowers under any Finance Document.

(b) A repayment of an Advance or Unpaid Sum or a part of an Advance or Unpaid Sum shall be made in the currency in which
that Advance or Unpaid Sum is denominated on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was
denominated when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are
incurred.

(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

28.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central
bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency
of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility
Agent (after consultation with ABB); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the
central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility
Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and
after consultation with ABB)

88


specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant
Interbank Market and otherwise to reflect the change in currency.

29. SET-OFF

Without prejudice to the rights at law of each Finance Party, while an Event of Default is continuing, a Finance Party may set off any
matured obligation due from ABB or the Borrowers under the Finance Documents (to the extent beneficially owned by that Finance
Party) against any matured obligation owed by that Finance Party to ABB or the Borrowers, regardless of the place of payment, booking
branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a
market rate of exchange in its usual course of business for the purpose of the set-off.

30. NOTICES

30.1 Communications in writing

(a) Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless
otherwise stated, may be made by fax or letter.

(b) With the consent of the relevant Lender, the Agents may serve notices and other information on a Lender by way of electronic
mail.

30.2 Addresses

(a) The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of
each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(i) in the case of the Original Obligors, that identified in Part V ( The Original Obligors ) of Schedule 1, with a copy to
ABB and ABB Capital B.V., Zurich Branch;

(ii) in the case of ABB, that identified in Part V ( The Original Obligors ) of Schedule 1;

(iii) in the case of an Additional Borrower, that identified in the Borrower Accession Letter relating to that Additional
Borrower, with a copy to ABB and ABB Capital B.V., Zurich Branch;

(iv) in the case of ABB Capital B.V., Zurich Branch, that identified in paragraph (b) below;

(v) in the case of each Lender, that notified in writing to the Facility Agent on or prior to the date on which it becomes a
Party; and

(vi) in the case of an Agent, that identified in paragraph (b) below,

89


or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility
Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than 5 Business Days notice.

(b)

(i) the Facility Agent:

Credit Suisse AG, London Branch
One Cabot Square
London E14 4QJ

Attn: london.loansagency@credit-suisse.com

Tel: +44 20 7888 8364 / +44 20 7883 6322
Fax: +44 20 7888 8398

(ii) the Dollar Swingline Agent:

Credit Suisse AG, Cayman Islands Branch
Eleven Madison Avenue
New York
NY 10010-3629

Attn: Loans Agency/ Derrick Ray

Tel: +1-919-994-5559
Fax: +1-866-469-3871
E-mail: corpbanking.tmg@credit-suisse.com

(iii) the Euro Swingline Agent:

Credit Suisse AG, London Branch
One Cabot Square
London E14 4QJ

Attn: london.loansagency@credit-suisse.com

Tel: +44 20 7888 8364 / +44 20 7883 6322
Fax: +44 20 7888 8398

(iv) the SEK Swingline Agent:

Nordea Bank AB (publ)

Attn: Structured Loan Operations

Tel: +46 8 614 7080
Fax: +46 8 6147630

90


E-mail: slo.sweden@nordea.com

(v) ABB Capital B.V., Zurich Branch:

Affolternstrasse 44
PO Box 8131
CH-8050
Switzerland
Attn: Head of GTO
Fax: +41 43 317 7474

Copy: Legal Department
Fax: +41 43 317 7992

30.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance
Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or 5 (in the case of domestic mail) or 10 (in the case of
air mail) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;
or

(iii) if by way of electronic mail, when received.

and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 ( Addresses ), if
addressed to that department or officer, provided that if receipt is on a day that is not a working day in the country of receipt
or is at a time outside normal business hours, such communication shall be effective on the next succeeding working day.

(b) Any communication or document to be made or delivered to an Agent will be effective only when actually received by such
Agent and then only if it is expressly marked for the attention of the department or officer identified in Clause 30.2
( Addresses ) (or any substitute department or officer as the relevant Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Facility Agent.

30.4 Notification of address and fax number

Promptly upon receipt of notification of an address, fax number or change of address or fax number pursuant to Clause 30.2
( Addresses ) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

30.5 Communication when an Agent is an Impaired Agent

If an Agent is an Impaired Agent the Parties may, instead of communicating with each other through that Agent, communicate with each
other directly and (while that Agent is an Impaired Agent) all the provisions of the Finance Documents which require

91


communications to be made or notices to be given to or by that Agent shall be varied so that communications may be made and notices
given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

30.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation.

31. CALCULATION AND CERTIFICATES

31.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts
maintained by a Finance Party are prima facie evidence of the matters to which they relate.

31.2 Certificates and Determinations

Except where otherwise indicated, any certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

31.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the
actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in
accordance with that market practice.

32. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of
any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or impaired.

33. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents
shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any
rights or remedies provided by law.

92


34. AMENDMENTS AND WAIVERS

34.1 Required consents

(a) Subject to Clause 34.2 ( Exceptions ) any term of the Finance Documents may be amended or waived only with the consent of
the Majority Lenders and ABB and any such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect (and is hereby so authorised by each Finance Party), on behalf of any Finance Party, any
amendment or waiver permitted by this Clause.

34.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of Majority Lenders in Clause 1.1 ( Definitions );

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in any Commitment or Swingline Commitment other than an increase made in accordance with Clause 2.2
( Increase );

(v) any provision which expressly requires the consent of all the Lenders;

(vi) Clause 2.3 ( Lenders rights and obligations ), Clause 4.2 ( Further conditions precedent ), Clause 23 ( Changes to the
Lenders ), Clause 24 ( Changes to the Obligors ), Clause 27 ( Sharing among the Lenders ) or this Clause 34;

(vii) the nature or scope of the guarantee and indemnity granted under Clause 18 ( Guarantee and Indemnity ); or

(viii) any change to the Obligors other than in accordance with Clause 24 ( Changes to the Obligors ),

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of any Agent or any Mandated Lead Arranger (in their
capacity as such) may not be effected without the consent of such Agent or such Mandated Lead Arranger.

93

34.3 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Commitment, in ascertaining the Majority Lenders or whether any given
percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any
request for a consent, waiver, amendment or other vote under the Finance Documents:

(i) that Defaulting Lenders Commitments will be reduced by the amount of its Available Commitments; and

(ii) that Defaulting Lenders Commitments will be ignored if that Defaulting Lender fails to respond to a request for a
waiver or amendment within the time period specified by ABB and (unless it is an Impaired Agent) the Facility Agent.

(b) For the purposes of this Clause 34.3, the Facility Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender (and each Lender shall notify
the Facility Agent and ABB promptly after becoming a Defaulting Lender);

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or
(c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably
requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

34.4 Replacement of a Defaulting Lender

(a) ABB may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 5 Business Days prior written
notice to the Facility Agent and such Lender:

(i) replace such Lender and any Revolving Facility Affiliate or Swingline Affiliate of that Lender by requiring such Lender
and any such Revolving Facility Affiliate or Swingline Affiliate to (and to the extent permitted by law that Lender or
Revolving Facility Affiliate or Swingline Affiliate shall) transfer pursuant to Clause 23 ( Changes to the Lenders ) all
(and, save to the extent provided for in this Clause, not part only) of its rights and obligations under this Agreement
(including in respect of any Separate Advances); or

(ii) require such Lender and/or its Revolving Facility Affiliate or Swingline Affiliate to (and to the extent permitted by law
such Lender or Revolving Facility Affiliate of Swingline Affiliate shall) transfer pursuant to Clause 23 ( Changes to the
Lenders ) all (and, save to the extent provided for in this Clause, not part only) of the undrawn Commitment and/or
Swingline

94


Commitment of such Lender and/or its Revolving Facility Affiliate or Swingline Affiliate,

to a Lender or other bank (a Replacement Lender ) selected by ABB, and which confirms its willingness to assume and
does assume all the obligations or all the relevant obligations of the transferring Lender, Revolving Facility Affiliate or
Swingline Affiliate (including the assumption of participations or unfunded participations (as the case may be) of the transferor
on the same basis as the transferor) for a purchase price in cash payable at the time of transfer equal to the outstanding
principal amount of such Lenders or Revolving Facility Affiliates or Swingline Affiliates participation in the outstanding
Advances and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 ( Pro rata
interest settlement ), Break Costs and other amounts payable in relation thereto under the Finance Documents. Where a Lender
to be replaced pursuant to this paragraph is a Swingline Lender that is the Swingline Affiliate of another Lender, the rights and
obligations required to be transferred pursuant to this Clause by that other Lender in its capacity as the Revolving Facility
Affiliate of that Swingline Lender may, at the option of ABB, be limited to those necessary for the Commitments of the
replacement Lender (or its Affiliate) to be at least equal to each of the Swingline Commitments to be transferred to such
replacement Lender pursuant to this Clause.

(b) Any transfer of rights and obligations of a Lender pursuant to this Clause shall be subject to the following conditions:

(i) ABB shall have no right to replace an Agent;

(ii) no Agent nor the Defaulting Lender nor any other Finance Party shall have any obligation to find a Replacement
Lender;

(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees
received by the Defaulting Lender pursuant to the Finance Documents.

35. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of the Finance Document.

95


SECTION 11
GOVERNING LAW AND ENFORCEMENT

36. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

37. ENFORCEMENT

37.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement
(including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligations
arising out of or in connection with this Agreement) (a Dispute ).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly
no Party will argue to the contrary.

(c) This Clause 37 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking
proceedings relating to a Dispute ( Proceedings ) in any other courts with jurisdiction.

(d) If ABB Capital B.V. is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery
of this Agreement or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers
of attorney is or are expressed to be governed by the laws of a particular jurisdiction, it is hereby expressly acknowledged and
accepted by the other parties hereto that such laws shall govern the existence and extent of such attorneys or attorneys
authority and the effects of the exercise thereof.

(e) ABB and each Borrower incorporated in a jurisdiction other than England and Wales agree that the documents which start any
Proceedings in England and any other documents required to be served in relation to those Proceedings may be served on ABB
Limited, at Daresbury Park, Daresbury, Warrington WA4 4BT, Cheshire, United Kingdom or, if different, its registered office,
with a copy to ABB. If the appointment of the person mentioned in this sub-clause (e) ceases to be effective, ABB and each
Borrower shall immediately appoint another person in England to accept service of process on its behalf in England. If ABB
or any Borrower fails to do so (and such failure continues for a period of not less than fourteen days), the Facility Agent shall
be entitled to appoint such a person by notice to ABB or the relevant Borrower (as the case may be). Nothing contained herein
shall restrict the right to serve process in any other manner allowed by law.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

96


SCHEDULE 1

Part I
The Original Lenders


97

Name

Commitment ($)

Banco Santander, S.A.

71,430,000
Bank of China Limited, London Branch

71,430,000
Barclays Bank PLC

71,430,000
BBVA Ireland p.l.c.

71,430,000
BNP Paribas

71,430,000
Citibank, N.A., London Branch/Citibank International plc /Citibank, N.A.

71,430,000
Commerzbank Aktiengesellschaft, Filiale Luxemburg

71,430,000
Crdit Agricole (Suisse) SA

71,430,000
Credit Suisse AG, London Branch

71,430,000
Deutsche Bank Luxembourg S.A.

71,430,000
DnB NOR Bank ASA

71,430,000
Goldman Sachs Bank USA

71,430,000
HSBC Bank plc

71,430,000
ICBC (London) Limited

71,390,000
ING Bank N.V., Dublin Branch

71,430,000
Intesa Sanpaolo SpA

71,430,000
J.P. Morgan Europe Limited, London

71,430,000
Merrill Lynch International Bank Limited

71,430,000
Morgan Stanley Bank, N.A.

71,430,000
Nordea Bank AB (publ)

71,430,000
Skandinaviska Enskilda Banken AB (publ)

71,430,000
Societe Generale

71,430,000
Standard Chartered Bank

71,430,000
Svenska Handelsbanken AB (publ)

71,430,000
The Royal Bank of Scotland plc, Niederlassung Frankfurt

71,430,000


98

Name

Commitment ($)

UBS Limited

71,430,000
UniCredit Luxembourg S.A.

71,430,000
Zrcher Kantonalbank

71,430,000
Total

2,000,000,000

Part II
The Dollar Swingline Lenders


99

Name

Dollar Swingline Commitment ($)

Banco Santander, S.A., New York Branch

31,250,000
Barclays Bank PLC

31,250,000
BBVA Ireland p.l.c. acting through Banco Bilbao Vizcaya Argentaria S.A., New York Branch

31,250,000
BNP Paribas

31,250,000
Citibank, N.A.

31,250,000
Commerzbank Aktiengesellschaft, New York Branch

31,250,000
Crdit Agricole (Suisse) SA

31,250,000
Credit Suisse AG, Cayman Islands Branch

31,250,000
Deutsche Bank Luxembourg S.A.

31,250,000
DnB NOR Bank ASA

31,250,000
Goldman Sachs Bank USA

31,250,000
HSBC Bank plc

31,250,000
ING Bank N.V., Dublin Branch

31,250,000
JPMorgan Chase Bank, N.A.

31,250,000
Merrill Lynch International Bank Limited

31,250,000
Morgan Stanley Bank, N.A.

31,250,000
Nordea Bank AB (publ)

31,250,000
Skandinaviska Enskilda Banken AB (publ)

31,250,000
Societe Generale, New York Branch

31,250,000
Standard Chartered Bank

31,250,000
Svenska Handelsbanken AB (publ), New York Branch

31,250,000
The Royal Bank of Scotland plc, Niederlassung Frankfurt

31,250,000
UBS AG, Stamford Branch

31,250,000
UniCredit Luxembourg S.A.

31,250,000
Total

750,000,000

Part III
The Euro Swingline Lenders


100

Name

Euro Swingline Commitment ($)

Banco Santander, S.A.

30,000,000
Barclays Bank PLC

30,000,000
BBVA Ireland p.l.c.

30,000,000
BNP Paribas

30,000,000
Citibank, N.A., London Branch

30,000,000
Commerzbank Aktiengesellschaft, Filiale Luxemburg

30,000,000
Crdit Agricole (Suisse) SA

30,000,000
Credit Suisse AG, London Branch

30,000,000
Deutsche Bank Luxembourg S.A.

30,000,000
DnB NOR Bank ASA

30,000,000
Goldman Sachs Bank USA

30,000,000
HSBC Bank plc

30,000,000
ING Bank N.V., Dublin Branch

30,000,000
Intesa Sanpaolo SpA

30,000,000
J.P. Morgan Europe Limited, London

30,000,000
Merrill Lynch International Bank Limited

30,000,000
Morgan Stanley Bank, N.A.

30,000,000
Nordea Bank AB (publ)

30,000,000
Skandinaviska Enskilda Banken AB (publ)

30,000,000
Societe Generale

30,000,000
Standard Chartered Bank

30,000,000
Svenska Handelsbanken AB (publ)

30,000,000
The Royal Bank of Scotland plc, Niederlassung Frankfurt

30,000,000
UBS Limited

30,000,000
UniCredit Luxembourg S.A.

30,000,000
Total

750,000,000

Part IV
The SEK Swingline Lenders


101

Part V
The Original Obligors


102

Name

SEK Swingline Commitment ($)

Nordea Bank AB (publ)

67,000,000
Skandinaviska Enskilda Banken AB (publ)

66,500,000
Svenska Handelsbanken AB (publ)

66,500,000
Total

200,000,000
Name of Original
Borrower

Address

Jurisdiction of
incorporation

ABB Capital B.V.

Burgemeester Haspelslaan 65, 5/F

Netherlands


PO Box 74690




Amstelveen




NL-1181 NB




Netherlands




Attention: Managing Director




Fax: + 31 20 445 9844




Copy: Legal Department




Fax: + 41 43 317 7992



ABB Treasury Center (USA), Inc.

501 Merritt 7
P.O. Box 5308
Norwalk, CT 06856
U.S.A.

Delaware, United States of America


Attention: President




Fax: +1 203 750 24 36




Copy: Legal Department




Fax: + 41 43 317 7992



ABB Financial Services AB

Norra Malmvgen 143

Sweden


SE-191 85 Sollentuna




Sweden





Attention: Country Treasurer




Fax: +46 21 34 89 50




Copy: Legal Department




Fax: + 41 43 317 7992



Name of Guarantor

Address

Jurisdiction of
incorporation

ABB Ltd

Affolternstrasse 44

Switzerland


CH-8050 Zurich




Switzerland




Attention: Group Treasurer




Fax: +41 43 317 3999




Copy: Legal Department




Fax: +41 43 317 7992



SCHEDULE 2

CONDITIONS PRECEDENT

Part I
Conditions Precedent

1. Corporate Documents

(a) A copy of the constitutional documents of each Obligor.

(b) A copy of a resolution of the board of directors of each Obligor (if applicable) or, in the case of ABB Capital B.V., a copy of a
resolution of the board of managing directors ( directie ) or, in the case of ABB, a copy of an excerpt of the minutes of, or a
circular resolution of, a meeting of the board of directors of ABB:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and
resolving that it execute the Finance Documents to which it is a party;

(ii) (other than in relation to ABB) authorising a specified person or persons to execute the Finance Documents to which
it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including,
if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance
Documents to which it is a party.

(c) A copy of a shareholders resolution of ABB Capital B.V.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(e) A certificate of each Obligor (signed without personal liability by an authorised signatory of each Obligor) confirming that
borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar
limit binding on that relevant Obligor to be exceeded.

(f) A copy of a good standing certificate (including verification of tax status) with respect to ABB Treasury Center (USA), Inc.,
issued as of a recent date by the Secretary of State or other appropriate official of its jurisdiction of incorporation.

(g) A certificate of an authorised signatory of the relevant Obligor, certifying without personal liability that each copy document
relating to it specified in paragraph 1(a) - (e) of this Schedule 2 is correct, complete and in full force and effect as at a date no
earlier than the date of this Agreement.

2. Legal opinions

(a) A legal opinion of Clifford Chance LLP, legal advisers to the Mandated Lead Arrangers and the Agents in England,
substantially in the form distributed to the Original Lenders prior to signing this Agreement.

103


(b) A legal opinion of Clifford Chance LLP, Amsterdam, legal advisers to the Mandated Lead Arranger and the Agents in the
Netherlands in the form approved by the Facility Agent.

(c) A legal opinion of Freshfields Bruckhaus Deringer US LLP, United States legal advisers to ABB Treasury Center (USA), Inc.
in the form approved by the Facility Agent.

(d) A legal opinion of Lalive, legal advisers to the Mandated Lead Arrangers and the Agents in Switzerland in the form approved
by the Facility Agent.

(e) A legal opinion of Advokatfirman Vinge, legal advisers to the Mandated Lead Arrangers and the Agents in Sweden in the form
approved by the Facility Agent.

3. Other documents and evidence

(a) Evidence that the process agent referred to in sub-clause (e) of Clause 37.1 ( Jurisdiction ) has accepted its appointment.

(b) Repayment and cancellation in full of the Existing Credit Facility.

(c) The Original Financial Statements of each Obligor.

(d) Evidence that the fees, costs and expenses then due from ABB pursuant to Clause 12 ( Fees ) and Clause 17 ( Costs and
expenses ) have been paid or will be paid by the first Utilisation Date.

Part II
Additional Borrower Conditions Precedent

1. A Borrower Accession Letter, duly executed by the Additional Borrower and ABB.

2. A copy of the constitutional documents of the Additional Borrower.

3. A copy of a resolution of the board of directors, or other suitable authority, of the Additional Borrower:

(a) approving the terms of, and the transactions contemplated by, the Borrower Accession Letter and the Finance Documents and
resolving that it execute the Borrower Accession Letter;

(b) authorising a specified person or persons to execute the Borrower Accession Letter on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including any
Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.

4. If required under applicable law, a copy of a resolution of the Additional Borrower stating that the shareholders resolve and
approve the entering into, and the terms and conditions of, this Agreement.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

104


6. A certificate of the Additional Borrower (signed by two duly authorised signatories) confirming that borrowing the Total
Commitments would not cause any borrowing limit binding on it to be exceeded.

7. A copy of a good standing certificate (including verification of tax status) with respect to any Additional Borrower whose
jurisdiction of incorporation is a state of the United States of America or the District of Columbia, issued as of a recent date by the
Secretary of State or other appropriate official of such Additional Borrowers jurisdiction of incorporation or organisation.

8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document listed in this Schedule 2 is
correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Letter.

9. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent reasonably considers to be
necessary in connection with the entry into and performance of the transactions contemplated by the Borrower Accession Letter or
for the validity and enforceability of any Finance Document.

10. If available, the latest audited financial statements of the Additional Borrower.

11. A legal opinion of Clifford Chance LLP, legal advisers to the Mandated Lead Arrangers and the Facility Agent in England.

12. If the Additional Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to
the Mandated Lead Arrangers and the Facility Agent in the jurisdiction in which the Additional Borrower is incorporated.

13. If the proposed Additional Borrower is incorporated in a jurisdiction other than England and Wales, evidence that the process
agent specified in sub-clause (e) of Clause 37.1 ( Jurisdiction ), if not a Borrower, has accepted its appointment in relation to the
proposed Additional Borrower.

105


SCHEDULE 3

UTILISATION REQUEST


Dear Sirs

ABB Ltd - $2,000,000,000 Multicurrency Revolving Credit Agreement
dated [ ] (the Credit Agreement)

Words and expressions defined in the Credit Agreement have the same meaning when used herein.

We wish to borrow a(n) [Advance/Dollar Swingline Advance/Euro Swingline Advance/SEK Swingline Advance] on the following terms:


We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) is satisfied on the date of this Utilisation Request.

The proceeds of this Advance should be credited to [account].

This Utilisation Request is irrevocable.


(2) [ WARNING NOTE: PLEASE ENSURE THAT THE SHARE OF EACH LENDER IN ANY ADVANCE TO A DUTCH
BORROWER IS AT LEAST EUR50,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY). OTHERWISE, ANY LENDER THAT
PARTICIPATES IN A SMALLER AMOUNT SHOULD CONFIRM THAT IT IS A PROFESSIONAL MARKET PARTY WITHIN THE
MEANING OF THE DUTCH FINANCIAL SUPERVISION ACT (Wet op het financieel toezicht). ]

106

From: [Name of Borrower]


To: [Agent]


Copied to: [Facility Agent]*



Dated: [ ]
Proposed Utilisation Date:

[ ] (or, if that is not a Business Day, the next Business Day)

Currency of Advance:

[ ]

Amount:(2)

[ ]

Interest Period:

[ ]
Yours faithfully








authorised signatory for

[Name of Borrower]

107


SCHEDULE 4

FORM OF TRANSFER CERTIFICATE


ABB Ltd - $2,000,000,000 Multicurrency Revolving Credit Agreement
dated [ ] (the Credit Agreement)

Words and expressions defined in the Credit Agreement have the same meaning when used herein.

We refer to Clause 23.5 ( Procedure for transfer ) of the Credit Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender and the New Lender transferring by novation all or part
of the Existing Lenders [Commitment/Swingline Commitment], rights and obligations referred to in the Schedule in
accordance with Clause 23.5 ( Procedure for transfer ).

(b) The proposed Transfer Date is [ ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause
30.2 ( Addresses ) are set out in the Schedule.

The New Lender confirms, for the benefit of the Facility Agent and without liability to any Obligor, that it is [a Qualifying Lender falling within
paragraph[s] [ ] of the definition of Qualifying Lender]/[not a Qualifying Lender].

The New Lender expressly acknowledges the limitations on the Existing Lenders obligations set out in paragraph (c) of Clause 23.4 ( Limitation
of responsibility of Existing Lenders ).

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

108

To:
[ ] as Facility Agent


From: [Existing Lender] (the Existing Lender ) and [New Lender] (the New Lender )



Dated:

THE SCHEDULE

Commitment/Swingline Commitment/rights and obligations to be transferred
[ insert relevant details of Commitment, Dollar Swingline Commitment, Euro Swingline Commitment and/or SEK Swingline Commitment ]

[ Facility Office address, fax number and attention details for notices and account details for payments ]


This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ ].

[Facility Agent]

By:

109

SCHEDULE 5

TIMETABLES


110

[Existing Lender] [New Lender]

By: By:

Advances in
Euro

Advances in
Dollars

Advances in
SEK

Advances in
other
currencies

Delivery of a duly
completed Utilisation
Request (Clause 5.1
( Delivery of a Utilisation
Request )

10 a.m. London time, 3
Business Days prior to
the proposed Utilisation
Date

11 a.m. London time, 3
Business Days prior to
the proposed Utilisation
Date

11 a.m. London time, 3
Business Days prior to
the proposed Utilisation
Date

11 a.m. London time, 3
Business Days prior to the
proposed Utilisation Date

Facility Agent determines
(in relation to a
Utilisation) the Base
Currency Amount of the
Advance, if required
under Clause 5.4
( Lenders participation )

11 a.m. London time, 3
Business Days prior to
the proposed Utilisation
Date

N/A

11 a.m. London time, 3
Business Day prior to the
proposed Utilisation Date

11 a.m. London time, 3
Business Days prior to the
proposed Utilisation Date

Facility Agent notifies the
Lenders of the Advance
in accordance with Clause
5.4 ( Lenders
participation )

Promptly upon receipt
from the relevant
Borrower

Promptly upon receipt
from the relevant
Borrower

Promptly upon receipt
from the relevant
Borrower

Promptly upon receipt
from the relevant Borrower

Delivery of a duly
completed Utilisation
Request (Clause 5.5
( Delivery of a Utilisation
Request for a Swingline
Advance ))

9.30 a.m. London time on
the proposed Utilisation
Date

11 a.m. New York time
on the proposed
Utilisation Date

10.00 a.m. Stockholm
time on the proposed
Utilisation Date

N/A

Swingline Agent notifies
each Swingline Lender of
the amount, currency and
the

Promptly upon receipt
from the relevant
Borrower

Promptly upon receipt
from the relevant
Borrower

Promptly upon receipt
from the relevant
Borrower

N/A


111



Advances in
Euro

Advances in
Dollars

Advances in
SEK

Advances in
other
currencies

Base Currency Amount of
each Swingline Advance
(paragraph (c) of Clause
5.8 ( Swingline Lenders
Participation ))









Facility Agent receives a
notification from a
Lender under Clause 6.2
( Unavailability of a
currency )

N/A

N/A

N/A

Quotation Day as of 9 a.m.
London time

Facility Agent gives
notice in accordance with
Clause 6.2
( Unavailability of a
currency )

N/A

N/A

N/A

Upon receipt of
notification from the
Lenders

LIBOR or EURIBOR or
STIBOR is fixed

Quotation Day as of
11.00 a.m. Brussels time

Quotation Day as of
11.00 a.m. London time

Quotation Day as of
11.00 a.m. Stockholm
time

Quotation Day as of 11.
00 a.m. London time

SCHEDULE 6

FORM OF BORROWER ACCESSION LETTER

To: [ ] as Facility Agent

From: [Subsidiary] and ABB Ltd

Dated: [ ]

Dear Sirs

ABB Ltd - $2,000,000,000 Multicurrency Revolving Credit Agreement
dated [ ] (the Credit Agreement)

We refer to the Credit Agreement. This is a Borrower Accession Letter. Terms defined in the Credit Agreement have the same meaning in this
Borrower Accession Letter unless given a different meaning in this Borrower Accession Letter.

[Subsidiary] agrees to become an Additional Borrower and to be bound by the terms of the Credit Agreement as an Additional Borrower
pursuant to Clause 24.2 ( Additional Borrowers ) of the Credit Agreement.

[Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].

[Subsidiary] is a wholly owned Subsidiary of ABB Ltd.

[Subsidiarys] administrative details are as follows:

Address:

Fax No:

Attention:

This Borrower Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.


112

ABB Ltd [Subsidiary]

By: By:

SCHEDULE 7

FORM OF RESIGNATION LETTER

To: [ ] as Facility Agent

From: [resigning Borrower] and ABB Ltd

Dated: [ ]

Dear Sirs

ABB Ltd - $2,000,000,000 Multicurrency Revolving Credit Agreement
dated [ ] (the Credit Agreement)

We refer to the Credit Agreement. This is a Resignation Letter. Terms defined in the Credit Agreement have the same meaning in this
Resignation Letter unless given a different meaning in this Resignation Letter.

Pursuant to Clause 24.3 ( Resignation of a Borrower ), we request that [resigning Borrower] be released from its obligations as a Borrower under
the Credit Agreement.

We confirm that:

(a) no Default would result from the acceptance of this request; and

(b) [resigning Borrower] is under no actual or contingent liability under the Credit Agreement.

This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.


113

ABB Ltd [Subsidiary]

By: By:

SCHEDULE 8

MANDATORY COST

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the
Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or
(b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage rate, a rate (the
Additional Cost Rate ) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Facility Agent as a weighted average of the Lenders Additional Cost Rates (weighted in proportion to the percentage participation of each
Lender in the relevant Advance) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by
that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable
determination of the cost (expressed as a percentage of that Lenders participation in all Advances made from that Facility Office) of
complying with the minimum reserve requirements of the European Central Bank in respect of advances made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as
follows:

(a) in relation to a sterling Advance:


(b) in relation to an Advance in any currency other than sterling:


Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to
time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Advance is an Unpaid Sum, the
additional rate of interest specified in paragraph (a) of Clause 9.3 ( Default interest )) payable for the relevant Interest Period on
the Advance.

114


per cent. per annum

per cent. per annum.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing
Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Facility Agent on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the
average of the most recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 7 below
and expressed in pounds per 1,000,000.

5. For the purposes of this Schedule:

(a) Eligible Liabilities and Special Deposits have the meanings given to them from time to time under or pursuant to the
Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) Fees Rules means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law
or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any
minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the
formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be
rounded to four decimal places.

7. If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority,
supply to the Facility Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as
being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per 1,000,000 of the
Tariff Base of that Reference Bank.

8. Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In
particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

115


(a) the jurisdiction of its Facility Office; and

(b) any other information that the Facility Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E
above shall be determined by the Facility Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Facility Agent to the contrary, each Lenders obligations in relation to cash ratio deposits and
Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction
as its Facility Office.

10. The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under
compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to
paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the
Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3,
7 and 8 above.

12. Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or
any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13. The Facility Agent may from time to time, after consultation with ABB and the Lenders, determine and notify to all Parties any
amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other
authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and
binding on all Parties.

116

SCHEDULE 9

MATERIAL SUBSIDIARIES


117

Company Name

Jurisdiction

ABB Interest
(%)


ABB Finance B.V.

Netherlands

100


ABB Capital B.V.

Netherlands

100


ABB International Finance Limited

Guernsey

100


ABB Holdings Inc.

United States

100


ABB Beteiligungs- und Verwaltungsges. mbH

Germany

100


ABB S.p.A.

Italy

100


ABB Schweiz AG

Switzerland

100


ABB (China) Ltd

China

100


ABB Inc.

United States

100


SCHEDULE 10

FORM OF INCREASE CONFIRMATION

To: [ ] as Facility Agent, and ABB Ltd, for and on behalf of each Obligor

From: [the Increase Lender] (the Increase Lender )

Dated:

ABB Ltd - $2,000,000,000 Multicurrency Revolving Credit Agreement
dated [ ] (the Credit Agreement)

We refer to the Credit Agreement. This is an Increase Confirmation. Terms defined in the Credit Agreement have the same meaning in this
Increase Confirmation unless given a different meaning in this Increase Confirmation.

We refer to Clause 2.2 ( Increase ).

The Increase Lender agrees to assume and will assume all of the obligations corresponding to the [Commitment/Swingline Commitment]
specified in the Schedule (the Relevant Commitment ) as if it were an Original Lender under the Credit Agreement.

The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date
) is [ ].

On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.

The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 30.2 ( Addresses )
are set out in the Schedule.

The Increase Lender confirms, for the benefit of the Facility Agent and without liability to any Obligor, that it is [a Qualifying Lender falling
within paragraph[s] [ ] of the definition of Qualifying Lender]/[not a Qualifying Lender].

The Increase Lender expressly acknowledges the limitations on the Lenders obligations referred to in paragraph (g) of Clause 2.2 ( Increase ).

This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts
were on a single copy of this Increase Confirmation.

This Increase Confirmation and any non - contractual obligations arising out of or in connection with it are governed by English law.

This Credit Agreement has been entered into on the date stated at the beginning of this Credit Agreement.

118


THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[ insert relevant details of Commitment, Dollar Swingline Commitment, Euro Swingline Commitment and/or SEK Swingline Commitment ]

[ Facility office address, fax number and attention details for notices and account details for payments ]

[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Credit Agreement by the Facility Agent and
the Increase Date is confirmed as [ ].


Facility Agent
By:

119


SIGNATURES

[signature pages have been intentionally removed]

120


SIGNATORIES

THE GUARANTOR

ABB LTD




THE BORROWERS

ABB CAPITAL B.V.




ABB TREASURY CENTER (USA), INC.




ABB FINANCIAL SERVICES AB



121

By: Alex Hall
Title: Group Senior Vice President
By: Richard A. Brown
Title: Group Senior Vice President
By: Brian Van Reijn
Title: Managing Director
By: Urs Arnold
Title: Managing Director
By: Daniel Hagmann
Title: President
By: George Irvine
Title: Vice President
By: John Krum
Title: Director
By: Ann Larsson
Title: Managing Director

THE FACILITY AGENT

CREDIT SUISSE AG, LONDON BRANCH

for and on behalf of itself, in its capacity as agent and for and on behalf of the Finance Parties under the Credit Agreement


122

By: Steve Martin
Title: Vice President
By: Russell J. Wood
Title: Vice President, Operations

Exhibit 7.1

ABB Ltd

Year ended December 31 ($ in millions, except ratio)


(1) Other income represents mainly (income) / loss from equity-accounted companies.
(2) Other fixed charges represent mainly the estimated interest component within rental expense.

For the purposes of calculating our ratio of earnings to fixed charges, earnings consist of income from continuing operations before taxes, to
which we add back fixed charges and exclude income or loss from equity-accounted companies. Fixed charges consist of interest expense, the
amortization of premiums, discounts and capitalized expenses related to indebtedness, and the portion of rental expense deemed representative of
an interest factor. Interest expense excludes tax-related interest expense.



2012

2011

2010

2009

2008


Income from continuing operations before taxes

3,838

4,550

3,740

4,120

4,518

Fixed charges

475

376

269

319

408

Other income

(1 ) (4 ) (3 ) 2

(15 )
Income from continuing operations before taxes, as
adjusted

4,312

4,922

4,006

4,441

4,911


Interest expense (incl. amortization of premiums and
discounts related to indebtedness)

254

171

94

145

253

Other fixed charges

221

205

175

174

155

Fixed charges

475

376

269

319

408


Ratio of Earnings to Fixed Charges

9

13

15

14

12

(1)
(2)

Exhibit 8.1

ABB Ltd, Consolidated subsidiaries (excluding dormant subsidiaries) as per February 28, 2013



Country

Name

Location

ABB Interest %
Algeria

ABB Algeria SpA Asea Brown Boveri

Hydra

100.00
Algeria

ABB Algerie Produits SpA

Alger

70.00
Algeria

SARPI - Socit Algrienne pour la ralisation de projets
industriels

Alger

50.00
Angola

Asea Brown Boveri Electrica SGPS (Angola) Limitada

Luanda

100.00
Argentina

ABB S.A.

Buenos Aires

100.00
Aruba

ABB Import & Export Services Ltd.

Oranjestad/Aruba (NA)

100.00
Australia

ABB Australia Pty Limited

Sydney

100.00
Australia

ABB Finance (Australia) Pty Limited

Sydney

100.00
Australia

ABB Group Holdings Pty. Ltd.

Sydney

100.00
Australia

ABB Group Investment LLP

Sydney

100.00
Australia

ABB Group Investment Management Pty. Ltd.

Sydney

100.00
Australia

Bruce McNaught and Associates Pty Ltd

Brisbane, Queensland

100.00
Australia

Comlabs Systems Pty Ltd

Brisbane, Queensland

100.00
Australia

EAM Software Finance Pty Ltd

Brisbane, Queensland

100.00
Australia

EAM Software Holdings Pty Ltd

Brisbane, Queensland

100.00
Australia

EnergyPoint IRM Pty Ltd

Brisbane, Queensland

75.00
Australia

Karjeni Pty Ltd

Brisbane, Queensland

100.00
Australia

Mincom eBusiness Pty Ltd

Brisbane, Queensland

100.00
Australia

Mincom Employee Share Scheme Administration Pty Ltd

Brisbane, Queensland

100.00
Australia

Mincom Professional Services Pty Ltd

Brisbane, Queensland

100.00
Australia

Thomas & Betts Australasia Pty. Ltd.

Lidcombe, NSW

100.00
Australia

Ventyx International Pty Ltd

Brisbane, Queensland

100.00
Australia

Ventyx Managed Services Pty Ltd

Brisbane, Queensland

100.00
Australia

Ventyx Pty Ltd.

Brisbane, Queensland

100.00
Austria

ABB AG

Vienna

100.00
Austria

Newave sterreich GmbH

Vienna

100.00
Austria

PMA GmbH

Wiener Neustadt

100.00
Bahrain

ABB Technologies W.L.L.

Bahrain

100.00
Bangladesh

ABB Limited

Dhaka

100.00
Belgium

ABB N.V.

Zaventem

100.00
Belgium

Reznor Europe N.V.

Menen

100.00



Belgium

Thomas & Betts Benelux BVBA

Rhode-Saint-Gense

100.00
Belgium

Thomas & Betts European Centre S.A.

Houdeng-Geognies

100.00
Bolivia, Plurinational State
of

Asea Brown Boveri Ltda.

La Paz

99.98
Botswana

ABB (Pty) Ltd.

Gaborone

100.00
Brazil

ABB Ltda.

Osasco

100.00
Brazil

Lorentzen & Wettre Ltda

Sao Paulo

100.00
Brazil

Mincom International Servios de Informatica Limitada

Horizante

100.00
Bulgaria

ABB Avangard AD

Sevlievo

99.83
Bulgaria

ABB Bulgaria EOOD

Sofia

100.00
Cameroon

Asea Brown Boveri S.A.

Douala

99.99
Canada

ABB Inc.

St. Laurent, Quebec

100.00
Canada

ABB ONTARIO INC.

Burlington, Ontario,
Canada

100.00
Canada

Baldor Electric Canada Inc.

Stratford, Ontario

100.00
Canada

Lamson & Sessions, Ltd.

Toronto, Ontario

100.00
Canada

Thomas & Betts (Ontario) Ltd.

Montreal, Quebec

100.00
Canada

Thomas & Betts Limited

Montreal, Quebec

100.00
Canada

Thomas & Betts Manufacturing Inc.

Montreal, Quebec

100.00
Canada

Ventyx Software Canada Inc

Toronto, Ontario

100.00
Chile

ABB S.A.

Santiago

100.00
Chile

Ventyx Chile Servicios Computacionales Limitada

Santiago

100.00
China

ABB (China) Engineering Co. Ltd.

Xiamen

100.00
China

ABB (China) Ltd.

Beijing

100.00
China

ABB Bailey Beijing Engineering Co. Ltd.

Beijing

51.00
China

ABB Beijing Drive Systems Co. Ltd.

Beijing

90.00
China

ABB Chongqing Transformer Company Ltd.

Chongqing

62.20
China

ABB DATONG Traction Transformers Co., Ltd.

Datong

50.00
China

ABB Electrical Machines Ltd.

Shanghai

100.00
China

ABB Engineering (Shanghai) Ltd.

Shanghai

100.00
China

ABB Generators Ltd.

Nanchang

51.00
China

ABB Genway Xiamen Electrical Equipment Co. Ltd.

Xiamen

70.00
China

ABB Guangdong Sihui Instrument Transformer Co. Ltd.

Sihui

67.00
China

ABB Hefei Transformer Co. Ltd.

Hefei

100.00
China

ABB High Voltage Switchgear (Xiamen) Company Ltd.

Xiamen

51.00
China

ABB High Voltage Switchgear Co. Ltd.

Beijing

60.00



China

ABB Jiangjin Turbo Systems Company Limited

Chongqing

61.00
China

ABB Jiangsu Jingke Instrument Transformer Co., Ltd.

Suqian, Jiangsu

70.00
China

ABB LV Installation Materials Co. Ltd. Beijing

Beijing

85.70
China

ABB Microunion Traction Equipment Limited

Guangzhou

50.00
China

ABB Power Equipment (Xiamen) Co., Ltd.

Xiamen

100.00
China

ABB Shanghai Motors Co. Ltd.

Shanghai

75.00
China

ABB Shanghai Transformer Co. Ltd.

Shanghai

51.00
China

ABB Sifang Power System Co. Ltd.

Beijing

50.00
China

ABB Silver Star Shenzhen Surge Arrestor Co., Ltd.

Guangdong

60.00
China

ABB Tianjin Switchgear Co., Ltd.

Tianjin

60.00
China

ABB Xian High Power Rectifier Company Limited

Xian

100.00
China

ABB Xian Power Capacitor Company Limited

Xian

100.00
China

ABB Xiamen Electrical Controlgear Co. Ltd.

Xiamen

80.00
China

ABB Xiamen Low Voltage Equipment Co. Ltd.

Xiamen

100.00
China

ABB Xiamen Switchgear Co. Ltd.

Xiamen

64.30
China

ABB Xinhui Low Voltage Switchgear Co. Ltd.

Xinhui

90.00
China

ABB Zhongshan Transformer Company Ltd.

Zhongshan

51.00
China

Baldor Electric (Shanghai) Company Ltd.

Shanghai

100.00
China

Comem (Hefei) Transformers Equipments Ltd

Hefei

100.00
China

Hangzhou Winmation Automation Company Limited

HangZhou

100.00
China

Lorentzen & Wettre (Shanghai) Testing Equipment Co. Ltd.

Shanghai

100.00
China

Maska Power Transmission (Changzhou) Co.Ltd.

Changzhou

100.00
China

Newave Energy (Jiangmen) Ltd.

Jiangmen

60.00
China

Shantou Winride Switchgear Co., Ltd.

Longhu District Shantou

70.00
China

Yangzhou SAC Switchgear Co., Ltd

Yangzhou

55.00
Colombia

Asea Brown Boveri Ltda.

Bogot

100.00
Colombia

Ventyx Colombia Limitada

Baranquilla

100.00
Congo, the Democratic
Republic of the

ABB s.p.r.l

Kinshasa Gombe

100.00
Cote dIvoire

ABB Technology SA

Abidjan

99.40
Croatia

ABB Ltd.

Zagreb

100.00
Czech Republic

ABB s.r.o.

Prague

100.00
Denmark

ABB A/S

Skovlunde

100.00
Ecuador

ABB Ecuador S.A.

Quito

96.87



Egypt

ABB Construction (ABACON) S.A.E.

Heliopolis

100.00
Egypt

ABB for Electrical Industries (ABB ARAB) S.A.E.

Cairo

99.99
Egypt

ABB For Feeding Industries SAE

10th of Ramadan City

100.00
Egypt

ABB Transformers S.A.E.

El-Nozha El-Gedida

65.00
Egypt

ABB Turbochargers S.A.E.

Suez

100.00
Egypt

Asea Brown Boveri S.A.E.

Cairo

100.00
El Salvador

ABB S.A. de CV

San Salvador

100.00
Estonia

ABB AS

Jri

100.00
Finland

ABB Oy

Helsinki

100.00
Finland

Efora Oy

Helsinki

49.00
Finland

Kajaani Process Measurements Ltd.

Kajaani

100.00
Finland

Newave Finland OY

Helsinki

100.00
France

ABB France

Les Ulis

99.83
France

ABB S.A.

Les Ulis

100.00
France

Drilling Technical Supply S.A.

Ozoier Cedex

100.00
France

Gaz Industrie S.A.S.

Miribel

100.00
France

Kaufel France S.A.

Piffonds

100.00
France

Kaufel S.A.

Piffonds

100.00
France

LEbenoid

Saint Priest

100.00
France

PMA France S.A.R.L.

Courtabeouf Cedex

100.00
France

SCI ICL

Ozoier Cedex

100.00
France

Striebel & John France S.A.R.L.

Mulhouse

51.00
France

Ventyx France S.A.

Montigny le Bretonneux

99.90
Germany

ABB abService GmbH

Bobingen

100.00
Germany

ABB AG

Mannheim

100.00
Germany

ABB Automation GmbH

Mannheim

100.00
Germany

ABB Automation Products GmbH,

Ladenburg

100.00
Germany

ABB Bauprojektmanagement GmbH

Mannheim

100.00
Germany

ABB Beteiligungs- und Verwaltungsges. mbH

Mannheim

100.00
Germany

ABB Beteiligungs-Management GmbH

Mannheim

100.00
Germany

ABB Beteiligungsgesellschaft mbH

Mannheim

100.00
Germany

ABB Business Services GmbH

Heidelberg

100.00
Germany

ABB Grundbesitz GmbH

Ladenburg

100.00
Germany

ABB Logistics Center Europe GmbH

Menden

100.00



Germany

ABB Service GmbH Bobingen

Bobingen

100.00
Germany

ABB Stotz-Kontakt GmbH

Heidelberg

100.00
Germany

ABB Stotz-Kontakt/Striebel & John Vertriebs-GmbH

Heidelberg

75.50
Germany

ABB Training Center GmbH & Co. KG

Heidelberg

100.00
Germany

ABB Wirtschaftsbetriebe GmbH

Mannheim

100.00
Germany

Busch-Jaeger Elektro GmbH

Mannheim/Ldenscheid

100.00
Germany

Hartmann & Braun Grundstcksverwaltungs GmbH

Mannheim

100.00
Germany

Kaufel GmbH & Co. KG

Berlin

100.00
Germany

Komposit-Risikoberatungs- und Versicherungsvermittlungs-
GmbH

Ladenburg

100.00
Germany

Lorentzen & Wettre GMBH

Mnchen

100.00
Germany

Newave USV Systeme GmbH

Baden-Baden

100.00
Germany

PMA Beteilingungen GmbH

Hassfurt

100.00
Germany

PMA Deutschland GmbH

Hassfurt

100.00
Germany

PMA Holding GmbH

Hassfurt

100.00
Germany

Pucaro Elektro-Isolierstoffe GmbH

Roigheim

100.00
Germany

Striebel & John GmbH & Co. KG

Mannheim

51.00
Germany

Striebel Vermgensverwaltungs-GmbH

Mannheim

51.00
Germany

Thomas & Betts Vertriebs GmbH

Bensheim

100.00
Germany

Trasfor Engineering GmbH

Bremen

100.00
Greece

Asea Brown Boveri S.A.

Metamorphossis Attica

100.00
Guernsey

ABB Equity Limited,

St. Peters Port

100.00
Guernsey

ABB ESAP Limited

St. Peters Port

100.00
Guernsey

ABB Insurance Limited

St. Peters Port

100.00
Guernsey

ABB International Finance Limited

St. Peters Port

100.00
Guernsey

ABB LTIP Limited

St. Peter Port

100.00
Guernsey

ABB Transinvest Limited

St. Peters Port

100.00
Hong Kong

ABB (Hong Kong) Ltd.

Hong Kong

100.00
Hong Kong

ABB Holding Ltd.

Hong Kong

100.00
Hong Kong

ABB Turbo Systems (Hong Kong) Limited

Hong Kong

61.00
Hong Kong

LMS Asia Limited

Hong Kong

100.00
Hong Kong

Newave Energy Hong Kong Ltd.

Hong Kong

60.00
Hungary

ABB Engineering Trading and Service Ltd.

Budapest

100.00
Hungary

Thomas & Betts Gyrt Kft.

Kecskemt

100.00
India

ABB Global Industries and Services Limited

Bangalore

100.00



India

ABB Limited

Bangalore

75.00
India

Baldor Electric India Pvt Ltd.

Pune, Maharashtra

75.00
India

K-Tek Level Engineering Pvt. Ltd.

Navi Mumbai

100.00
India

Newave Energy India Private Ltd.

Mumbai

100.00
India

Thomas & Betts India Private Ltd.

Andhra Pradesh

100.00
Indonesia

PT ABB Sakti Industri

Jakarta

60.00
Iraq

Iraq Technology for Advanced Energy LLC

Baghdad

100.00
Ireland

ABB Ltd

Dublin

100.00
Israel

ABB Technologies Ltd.

Tirat Carmel

99.99
Italy

ABB Environmental Service Srl.

Milan

99.99
Italy

ABB S.p.A.

Milan

100.00
Italy

Intermagnetics Srl

Castiglione del lago

100.00
Italy

Italtrasfo Srl

Milano

100.00
Italy

PMA Italia S.R.L.

Paderno Dugnano

100.00
Italy

R.G.M. Polycontrol S.r.l.

Genova

100.00
Italy

Thomas & Betts Italy Sales S.R.L.

Milan

100.00
Italy

Trasfo Real Estate Srl

Milano

100.00
Japan

ABB Bailey Japan Limited

Shizuoka-Ken

51.00
Japan

ABB K.K.

Tokyo

100.00
Japan

Turbo Systems United Co. Ltd.

Tokyo

60.00
Jordan

ABB Limited/Jordan LLC.

Amman

100.00
Jordan

ABB Near East Trading Ltd.

Amman

95.00
Kazakhstan

ABB LLP.

Almaty

100.00
Kazakhstan

CJSC Energia Kazakh Scientific Research Institute of Energy

Almaty

92.75
Kenya

ABB Limited

Nairobi

100.00
Korea, Republic of

ABB Ltd.

Seoul

100.00
Kuwait

ABB Engg. Technologies Co. (KSCC)

Safat

49.00
Latvia

ABB SIA

Riga

100.00
Lithuania

ABB UAB

Vilnius

100.00
Luxembourg

Trasfor International SA

Luxembourg

100.00
Malaysia

ABB Holdings Sdn. Bhd.

Subang Jaya

100.00
Malaysia

ABB Malaysia Sdn Bhd.

Subang Jaya

100.00
Malaysia

ABB Manufacturing Sdn. Bhd.

Subang Jaya

100.00
Malaysia

Thomas & Betts Asia (Malaysia) BHD

Kuala Lumpur

100.00



Malaysia

Ventyx Shared Services (Malaysia) Sdn Bhd

Kuala Lumpur

100.00
Mauritius

Asea Brown Boveri Ltd.

Port Louis

100.00
Mexico

ABB Mexico S.A. de C.V.

San Luis Potosi SLP

100.00
Mexico

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

San Luis Potosi S.L.P

100.00
Mexico

Baldor Electric Company de Mexico SA de CV

El Salto, Jalisco

100.00
Mexico

Mincom International Servicios Computacionales S.A. de C.V.

Mexico City

100.00
Mexico

Thomas & Betts Corporacion Mexicana S.A. de C.V.

San Antonio, TX

100.00
Mexico

Thomas & Betts de Mexico S. de R.L. de C.V.

San Antonio, TX

100.00
Mexico

Thomas & Betts Division Mexico S. de R.L. de C.V.

San Antonio, TX

100.00
Mexico

Thomas & Betts Monterrey S. de R.L. de C.V.

San Antonio, TX

100.00
Mexico

Thomas & Betts Procesos de Mexico S. de R.L. de C.V.

San Antonio, TX

100.00
Morocco

ABB S.A.

Casablanca

100.00
Mozambique

ABB Limitada

Maputo

100.00
Namibia

Asea Brown Boveri (Pty) Ltd.

Windhoek

100.00
Netherlands

ABB B.V.

Rotterdam

100.00
Netherlands

ABB Capital, B.V.

Amsterdam

100.00
Netherlands

ABB Equity Ventures B.V.

Amsterdam

100.00
Netherlands

ABB Finance B.V.

Amsterdam

100.00
Netherlands

ABB Group Accounting Services B.V.

Rotterdam

100.00
Netherlands

ABB Holdings B.V.

Amsterdam

100.00
Netherlands

ABB Investments B.V.

Amsterdam

100.00
Netherlands

Amarcon B.V.

Dalfsen

100.00
Netherlands

Newave UPS Systems B.V.

Gorinchem

100.00
Netherlands

Thomas & Betts Europe C.V.

Amsterdam

100.00
Netherlands

Thomas & Betts Netherlands B.V.

Barendrecht

100.00
New Caledonia

ABB SAS

New Caledonia

100.00
New Zealand

ABB Limited

Auckland

100.00
New Zealand

ABB Maintenance Services Limited

Auckland

100.00
Nigeria

ABB OGP LIMITED

Lagos

100.00
Nigeria

ABBNG Limited

Lagos

60.00
Norway

ABB AS

Billingstad

100.00
Norway

ABB Holding AS

Billingstad

100.00
Norway

EIE 1 AS

Billingstad

100.00
Norway

EIE 2 AS

Billingstad

100.00



Oman

ABB LLC,

Muscat

65.00
Pakistan

ABB (Pvt) Ltd.

Lahore

100.00
Panama

ABB S.A.

Panama

100.00
Panama

Baldor Panama S.A.

Panama City

100.00
Panama

Sucursal Panama de ABB SA

Panama

100.00
Peru

ABB S.A.

Lima

97.60
Peru

Ventyx Peru S.A.C.

Lima

97.60
Philippines

ABB, Inc.

Paranaque, Metro Manila

100.00
Philippines

Mincom Inc

Manila

99.99
Poland

ABB Entrelec Sp. zo.o.

Leborska

100.00
Poland

ABB REAL ESTATE Sp.zoo.

Warsaw

99.89
Poland

ABB Real Estate Spolka z ograniczona odpowiedzialnoscia
spolka komandytowa

Warsaw

99.89
Poland

ABB Sp. zo.o.

Warsaw

99.89
Portugal

ABB (Asea Brown Boveri), S.A.

Paco de Arcos

100.00
Portugal

ABB Stotz Kontakt Elctrica, Unipessoal, Lda.

Porto

100.00
Puerto Rico

Thomas & Betts Caribe, Inc.

San Juan

100.00
Qatar

ABB LLC

Doha

49.00
Qatar

ABB Oryx Motors and Generator Service LLC

Doha

49.00
Romania

ABB SRL

Bucharest

100.00
Russian Federation

ABB Ltd.

Moscow

100.00
Russian Federation

ABB Power and Automation Systems Ltd.

Cheboksary

76.20
Saudi Arabia

ABB Automation Co. Ltd.

Riyadh

65.00
Saudi Arabia

ABB Contracting Company Ltd.

Riyadh

65.00
Saudi Arabia

ABB Electrical Industries Ltd.

Riyadh

65.00
Saudi Arabia

ABB Service Co. Ltd.

Al Khobar

65.00
Saudi Arabia

Electrical Materials Center

Riyadh

0.00
Saudi Arabia

Saudi SAE Technical Construction Co. Ltd.

Riyadh

100.00
Saudi Arabia

Thomas & Betts (KSA) LLC

Al Khobar

100.00
Senegal

ABB Technologies S.A.

Dakar

99.99
Serbia

ABB d.o.o.

Belgrade

100.00
Singapore

ABB Holdings Pte. Ltd.

Singapore

100.00
Singapore

ABB Pte. Ltd.

Singapore

100.00
Singapore

Baldor Electric (Asia) PTE Ltd.

Singapore

100.00
Singapore

Lorentzen & Wettre Singapore Ltd.

Singapore

100.00



Singapore

Thomas & Betts Asia (Singapore) Pte. Ltd.

Singapore

100.00
Slovakia

ABB, s.r.o.

Bratislava

100.00
Slovenia

ABB D.o.o.

Ljubljana

100.00
South Africa

ABB Holdings (Pty) Ltd.

Longmeadow

80.00
South Africa

ABB South Africa (Pty) Ltd.

Longmeadow

80.00
South Africa

Nelspruit Airport Operating Company (Pty) Ltd.

Nelspruit

90.00
South Africa

Primkop Airport Management (Pty) Ltd.

Nelspruit

90.00
South Africa

Ventyx (Pty) Ltd

Lombardy East, Gauteng

100.00
South Africa

Ventyx Data Services South Africa (Proprietary) Limited

Centurion

74.80
Spain

Asea Brown Boveri S.A.

Madrid

100.00
Spain

Newave Espana SA

Madrid

100.00
Spain

Thomas & Betts Spain S.L.

Cardedeu

100.00
Sweden

ABB AB

Vsters

100.00
Sweden

ABB Financial Services AB

Sollentuna

100.00
Sweden

ABB Innocean AB

Gteborg

51.00
Sweden

ABB Norden Holding AB

Vsters

100.00
Switzerland

ABB Asea Brown Boveri Ltd

Zurich

100.00
Switzerland

ABB Finanz AG

Zurich

100.00
Switzerland

ABB Immobilien AG

Baden

100.00
Switzerland

ABB Information Systems Ltd.

Zurich

100.00
Switzerland

ABB International Marketing Ltd.

Zurich

100.00
Switzerland

ABB Intra AG

Zurich

100.00
Switzerland

ABB Management Services Ltd.

Zurich

100.00
Switzerland

ABB Research Ltd.

Zurich

100.00
Switzerland

ABB Schweiz AG

Baden

100.00
Switzerland

ABB Scheron S.A.

Satigny

100.00
Switzerland

ABB Supply Operations Ltd.

Zurich

100.00
Switzerland

ABB Technology Ltd.

Zurich

100.00
Switzerland

ABB Technology Ventures Ltd.

Zurich

100.00
Switzerland

ABB Turbo Systems AG

Baden

100.00
Switzerland

ABB Turbo Systems Holding Ltd.

Baden

100.00
Switzerland

ABB Verwaltungs AG

Zurich

100.00
Switzerland

Newave Energy AG

Neuenhof

100.00



Switzerland

Newave Energy Holding SA

Quartino

100.00
Switzerland

Newave SA

Quartino

100.00
Switzerland

PMA AG

Uster

100.00
Switzerland

Trasfor SA

Monteggio

100.00
Taiwan, Province of China

ABB Ltd.

Taipei

100.00
Tanzania, United Republic
of

ABB Limited

Dar Es Salaam

100.00
Thailand

ABB LIMITED

Bangkok

100.00
Thailand

Asea Brown Boveri Holding Ltd.

Bangkok

100.00
Thailand

Kent Meters (Thailand) Ltd.

Bangkok

100.00
Thailand

Mincom International (Thailand) Ltd

Bangkok

48.99
Thailand

Trasfor Charoenchai Co. Ltd.

Bangkok

51.00
Tunisia

ABB Maghreb Services S.A.

Tunis

100.00
Tunisia

LEbenoid Production

Tunisie

100.00
Turkey

ABB Elektrik Sanayi A.S.

Istanbul

99.95
Turkey

ABB Ihracat Ticaret Ve Elektrik Sanayi AS

Istanbul

99.94
Turkey

Elmek Elektromekanik Sanayi ve Ticaret Anonim Sirketi AS

Istanbul

99.94
Uganda

ABB Ltd.

Kampala

100.00
Ukraine

ABB Ltd.

Kiev

100.00
United Arab Emirates

ABB Automation L.L.C.

Abu Dhabi

49.00
United Arab Emirates

ABB FZ-LLC

Dubai

100.00
United Arab Emirates

ABB Global Marketing FZ LLC

Dubai

100.00
United Arab Emirates

ABB Industries (L.L.C.)

Dubai

49.00
United Arab Emirates

ABB Industries FZ

Dubai

100.00
United Arab Emirates

ABB Transmission & Distribution Ltd.

Abu Dhabi

49.00
United Kingdom

ABB Combined Heat and Power Ltd.

Warrington

100.00
United Kingdom

ABB Holdings Limited

Warrington

100.00
United Kingdom

ABB Investments Ltd.

Warrington

100.00
United Kingdom

ABB Limited

Warrington

100.00
United Kingdom

ABB Service Limited

Warrington

100.00
United Kingdom

Ambi-Rad Group Ltd.

London

100.00
United Kingdom

Ambi-Rad Limited

London

100.00
United Kingdom

Baldor UK Ltd.

Bristol, England

100.00
United Kingdom

Cable Management Products Ltd.

London

100.00
United Kingdom

Dundas Group Holdings Ltd.

London

100.00



United Kingdom

Dundas Holdings Ltd.

London

100.00
United Kingdom

Lorentzen & Wettre Ltd.

Warrington

100.00
United Kingdom

PMA UK Limited

London

100.00
United Kingdom

Reznor (UK) Limited

London

100.00
United Kingdom

Thomas & Betts Holdings (U.K.) Limited

London

100.00
United Kingdom

Thomas & Betts Limited (U.K.)

London

100.00
United Kingdom

Trasfor Electric Ltd.

Sutton Coldfield

100.00
United Kingdom

Ventyx (UK) Ltd.

Surrey

100.00
United Kingdom

Ventyx Pty Ltd

Luton, Bedfordshire

100.00
United Kingdom

Ventyx Services Pty Ltd

Luton, Bedfordshire

100.00
United Kingdom

W.J. Furse & Co. Ltd.

London

100.00
United States

ABB Finance (USA) Inc.

Delaware

100.00
United States

ABB Holdings Inc.

Cary, NC

100.00
United States

ABB Inc.

Cary, NC

100.00
United States

ABB Susa Inc.

Cary, NC

100.00
United States

ABB Treasury Center (USA), Inc.

Norwalk, CT

100.00
United States

Augat Europe Inc.

Delaware

100.00
United States

Baldor Electric Company

Fort Smith, AR

100.00
United States

Combustion Engineering Inc.

Norwalk, CT

100.00
United States

Dutch L.P. Inc.

Delaware

100.00
United States

Edison Acquisition 1 LLC

Delaware

100.00
United States

Edison Acquisition 2 LLC

Delaware

100.00
United States

Edison Holding Corporation

Delaware

100.00
United States

Jennings Technology Company, LLC

Delaware

100.00
United States

KEC Acquisition Corporation

Versailles KY

100.00
United States

Kuhlman Electric Corporation

Crystal Springs MS

100.00
United States

Lorentzen & Wettre US, Inc.

Alpharetta

100.00
United States

Thomas & Betts Caribe Corp.

Delaware

100.00
United States

Thomas & Betts Corporation

Knoxville, TN

100.00
United States

Thomas & Betts Europe Inc

Delaware

100.00
United States

Thomas & Betts International Inc.

Delaware

100.00
United States

Thomas & Betts Power Solutions LLC

Delaware

100.00
United States

Tropos Networks, Inc.

Wilmington, Delaware

100.00
United States

Validus DC Systems

Connecticut

100.00



United States

Ventyx Inc.

Atlanta

100.00
United States

Ventyx Managed Services, Inc

Wilmington Delaware

100.00
United States

Ventyx USA, Inc

Atlanta, Georgia

100.00
United States

Winmation Inc.

Deleware

100.00
Venezuela, Bolivarian
Republic of

Asea Brown Boveri S.A.

Caracas

100.00
Viet Nam

ABB Ltd.

Hanoi

100.00
Zambia

ABB Ltd.

Lusaka

100.00
Zimbabwe

ABB (Private) Ltd.

Harare

100.00

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Exhibit 12.1
CERTIFICATION
I, Joseph M. Hogan, certify that:
1. I have reviewed this Annual Report on Form 20-F of ABB Ltd;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and

d. Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting; and

5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information;
and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's
internal control over financial reporting.
Dated: March 14, 2013
By: /s/ JOSEPH M. HOGAN
Joseph M. Hogan
Chief Executive Officer
(principal executive officer)


QuickLinks
Exhibit 12.1

QuickLinks -- Click here to rapidly navigate through this document
Exhibit 12.2
CERTIFICATION
I, Eric Elzvik, certify that:
1. I have reviewed this Annual Report on Form 20-F of ABB Ltd;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and

d. Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting; and

5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information;
and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's
internal control over financial reporting.
Dated: March 14, 2013
By: /s/ ERIC ELZVIK
Eric Elzvik
Chief Financial Officer
(principal financial officer)


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Exhibit 12.2

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Exhibit 13.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF ABB LTD, PURSUANT TO
SECTION 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2012 of ABB Ltd (the "Company") as filed
with the U.S. Securities and Exchange Commission (the "Commission") on the date hereof (the "Report") and pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Joseph M. Hogan, Chief Executive Officer of the Company, certify, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Dated: March 14, 2013
By: /s/ JOSEPH M. HOGAN
Joseph M. Hogan
Chief Executive Officer
(principal executive officer)


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Exhibit 13.1

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Exhibit 13.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF ABB LTD, PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2012 of ABB Ltd (the "Company") as filed
with the U.S. Securities and Exchange Commission (the "Commission") on the date hereof (the "Report") and pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Eric Elzvik, Chief Financial Officer of the Company, certify, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Dated: March 14, 2013
By: /s/ ERIC ELZVIK
Eric Elzvik
Chief Financial Officer
(principal financial officer)


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Exhibit 13.2

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1) Registration Statement (Form F-3 No. 333-180922) of ABB Ltd and ABB Finance (USA) Inc. pertaining to the registration of debt
securities offered by ABB Finance (USA) Inc.,

2) Registration Statement (Form S-8 No. 333-181583) of ABB Ltd pertaining to the Thomas & Betts Corporation 2008 Stock Incentive
Plan, Thomas & Betts Corporation Equity Compensation Plan, Thomas & Betts Corporation 2001 Stock Incentive Plan and Thomas &
Betts Corporation 1993 Management Stock Ownership Plan,

3) Registration Statement (Form S-8 No. 333-179472) of ABB Ltd pertaining to the Baldor Electric Company Employees Profit Sharing
and Savings Plan,

4) Registration Statement (Form S-8 No. 333-171971) of ABB Ltd pertaining to the Baldor Electric Company 2006 Equity Incentive Plan
and Baldor Electric Company 1994 Incentive Stock Plan, and

5) Registration Statement (Form S-8 No. 333-129271) of ABB Ltd pertaining to the ABB Employee Share Acquisition Plan U.S.
Share Acquisition Sub-Plan;

of our reports dated March 14, 2013, with respect to the consolidated financial statements of ABB Ltd and the effectiveness of internal control
over financial reporting of ABB Ltd included in its Annual Report (Form 20-F) for the year ended December 31, 2012.

/s/ Ernst & Young AG

Zurich, Switzerland
March 14, 2013