**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

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**FORM 20-F/A**

** **

**o****       ****REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**OR**

 

**ý****       ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For thefiscal year ended December 31, 2004**

 

**OR**

 

**o****       ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**OR**

 

**o****       ****SHELLCOMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**Commission file number:  001-16429**

 

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**ABBLtd**

(Exact name of registrant as specified in itscharter)

 

**Switzerland**

(Jurisdiction of incorporation ororganization)

 

**Affolternstrasse44**

**CH-8050 Zurich**

**Switzerland**

(Address of principal executive offices)

 

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

** **
| ** **                                  | ** ** | **Name of  each exchange**    |
|---------------------------------------------|------------|-------------------------------|
| **Title of  each class**                    | ** ** | **on which  registered**      |
| ** **                                  | ** ** | ** **                    |
| **American  Depositary Shares,**            | ** ** | **New York  Stock Exchange**  |
| **each  representing one Registered Share** | ** ** | ** **                    |
| ** **                                  | ** ** | ** **                    |
| **Registered  Shares, par value CHF 2.50**  | ** ** | **New York  Stock Exchange*** |

 

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

 

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

 

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

 

Indicate the number of outstanding shares of each ofthe issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 2,070,314,947 Registered Shares

 

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

 

Ifthis is an annual or transition report, indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934.
| Yes | o | No | ý |
|-----|---|----|--------|

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.
| Yes | ý | No | o |
|-----|--------|----|---|

 

Indicateby checkmark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer.
| Large accelerated filer | ý | Accelerated filer | o | Non-accelerated filer | o |
|-------------------------|--------|-------------------|---|-----------------------|---|

 

Indicate by check mark which financial statement item the registranthas elected to follow.
| Item 17 | o | Item 18 | ý |
|---------|---|---------|--------|

 

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

 

 

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**TABLE OF CONTENTS**

 
| EXPLANATORY NOTE                  |   |
|-----------------------------------|--------|
|                              |   |
| PART I                            |   |
|                              |   |
| Item  15. Controls and Procedures |   |
|                              |   |
| PART III                          |   |
|                              |   |
| Item 19. Exhibits                 |   |
|                              |   |
| SIGNATURES                        |   |

 

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*References to “ABB,” the “Company,” “we,” “our” and “us” in thisamendment to the annual report on Form 20-F are to ABB Ltd and itsconsolidated subsidiaries.*

* *

# **EXPLANATORYNOTE**

# ** **

This Amendment No. 1(the “Amendment No. 1”) to our annual report on Form 20-F for the fiscalyear ended December 31, 2004, filed on May 27, 2005 (the “Original Form 20-F”),is being filed solely for the purpose of amending Item 15 within the Original Form 20-Fto clarify the opinion of our Chief Executive Officer and of our ChiefFinancial Officer with respect to the effectiveness of our internal controlsover financial reporting as of December 31, 2004. We hereby replace Item15 beginning on page 157 of the Original Form 20-F with the amendedItem 15 included in this Amendment No. 1.

 

Except for thecertifications, this Amendment No. 1 speaks as of the filing date of theOriginal Form 20-F. Other than for the purpose of amending Item 15(a),this Amendment No. 1 does not, and does not purport to, amend, update orrestate the information in any other item of the Original Form 20-F.

 

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# **PART I**

# ** **

# **Item15. Controls and Procedures**

 

(a)           Evaluation of disclosure controls andprocedures.

 

We maintain controls andprocedures designed to provide reasonable assurance that the informationrequired to be disclosed in our filings under the Securities Exchange Act of1934, is recorded, processed, summarized and reported on a timely basis. OurChief Executive Officer, Fred Kindle, and Chief Financial Officer, MichelDemaré, with the participation of key corporate senior management andmanagement of key Group functions, performed an evaluation of our disclosurecontrols and procedures as of December 31, 2004. While we have not yetcompleted our assessment of internal controls under Section 404 of theSarbanes-Oxley Act, we have made the following determination with respect toour internal control environment.  Ourdetermination is based on our interpretation of the internal control-relateddefinitions of the new Public Company Accounting Oversight Board (PCAOB)Standard 2.  PCAOB Standard 2 changed thedefinitions of internal control deficiencies and added the concept ofaggregation of internal control deficiencies. Specifically, a material weakness is defined as a significantdeficiency, or combination of significant deficiencies, that results in morethan a remote likelihood that a material misstatement of the annual or interimfinancial statements will not be prevented or detected.

 

In connection with thisevaluation and taking into account observations from our outside auditor, ourChief Executive Officer and Chief Financial Officer have concluded that the September 2004restatement of our financial statements for the year ended December 31,2003 in connection with the earnings misstatements by the Power Technologiesdivision’s medium voltage business in Italy, and in conjunction with thefailure to remediate certain root causes that facilitated the misstatementprior to December 31, 2004, is a material weakness in our internal controlover our financial reporting process. Further details on the restatement are set forth in Item 5 “Operatingand Financial Review and Prospects–Restatement.”

 

Additionally, we haveconcluded that a series of significant deficiencies in our financial reportingprocess, including deficiencies identified in prior years not yet remediated,are, in the aggregate, evidence of a material weakness in the financialstatement reporting process.

 

In order to address theabove material weaknesses, we performed additional procedures during thepreparation of our 2004 consolidated financial statements to compensate for thepotential effect of such matters on our reporting. In addition, we are takingsteps to remedy the matters referred to above, which include, among otherthings, implementation of more detailed financial statement review procedures,documentation of information technology-related controls, continueddocumentation of internal controls as part of the implementation of Section 404of the Sarbanes-Oxley Act, and strengthening of U.S. GAAP skills of ouraccounting staff on a regional basis and at the Corporate Center.

 

We have implemented aglobal Ethics & Compliance policy, which includes a strictzero-tolerance stance on misconduct and a whistleblowing process withappropriate follow-up from our investigation group. In addition, all employeesmust sign an ethics letter wherein they confirm compliance with conflict ofinterest rules, insider trading rules, political contribution rules andcorporate policies. Beginning in 2005, on a quarterly basis, finance managersin each country were required to sign a certification as to the quality of thefinancial reporting information and disclosure of significant events in theirrespective areas of responsibility.

 

In April 2005, inaccordance with our 2004 civil settlement with the U.S. Securities and ExchangeCommission, we appointed an independent consultant to review our policies andprocedures as they relate to compliance with the books and records, internalaccounting controls and anti-bribery provisions of the FCPA.  The consultant is expected to submit a reportin the second quarter of 2006 documenting findings and making recommendations(the “Report”) to our Board of Directors. Within ninety days after receiving the Report, we are required to adoptthe recommendations contained in the Report, except in certain limitedcircumstances.

 

Based on their evaluationof our disclosure controls and procedures, the Chief Executive Officer andChief Financial Officer concluded that as of December 31, 2004, ourdisclosure controls and procedures were not effective to provide reasonableassurance that information required to be disclosed in the reports we file orsubmit under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in the SEC’s rules and forms and thatsuch information is accumulated and communicated to our management, includingthe Chief Executive Officer and Chief Financial Officer, as appropriate toallow timely decisions regarding required disclosure. We performed additionalprocedures in the preparation of our 2004 consolidated financial statements inorder to ascertain that they were fairly presented in all material respects inaccordance with U.S. GAAP.

 

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(b)           Changes in internal control.

 

Except as discussedabove, there has been no change in our internal control over financialreporting (as defined in Rules 13a-15(f) and 15d-15(f) ofthe Exchange Act) that occurred during the period covered by this report, thathas materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

 

In addition, we willcontinue to evaluate the effectiveness of our disclosure controls andprocedures and may make such changes from time to time as we considerappropriate.

 

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# **PART III**

 

# **Item 19. Exhibits**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------|
| 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. |

 

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# **SIGNATURES**

# ** **

The registrant herebycertifies that it meets all of the requirements for filing on Form 20-Fand that it has duly caused and authorized the undersigned to sign this annualreport on its behalf.

 

 
|                          | ABB Ltd |
|-------------------------------|---------|
|                          |    |
|                          |    |
|                          | By:     | /s/ Michel  Demaré |   |
|                          | Name:   | MICHEL DEMARÉ |
|                          | Title:  | Executive Vice  President |
|                          |    | and Chief  Financial Officer |
|                          |    |
|                          |    |
|                          | By:     | /s/ Richard A.  Brown |   |
|                          | Name:   | RICHARD A. BROWN |
|                          | Title:  | Group Vice  President |
|                          |    | and Assistant  General Counsel |
|                          |    |
| Date:  February 24, 2006 |    |

 

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