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Table of Contents

As filed with the Securities and Exchange Commission on March 10, 2009



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 20-F

o

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

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

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


Commission file number: 001-16429



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

Switzerland(Jurisdiction of incorporation or organization) Affolternstrasse 44
CH-8050 Zurich
Switzerland(Address of principal executive offices) Richard A. Brown
Affolternstrasse 44
CH-8050 Zurich
Switzerland
Telephone: +41-43-317-7111
Facsimile: +41-43-317-7992(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

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

Title of each class

Name of each exchange on which registeredAmerican Depositary Shares,
each representing one Registered Share
Registered Shares, par value CHF 2.02

New York Stock Exchange
New York Stock Exchange*




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

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

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 2,322,792,835 Registered
Shares (including treasury shares)



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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o


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

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

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

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Table of Contents



TABLE OF CONTENTS



PagePART I

3Item 1. Identity of Directors, Senior Management and
Advisers

3Item 2. Offer Statistics and Expected Timetable

3Item 3. Key Information

3Item 4. Information on the Company

15Item 4A. Unresolved Staff Comments

33Item 5. Operating and Financial Review and
Prospects

33Item 6. Directors, Senior Management and
Employees

82Item 7. Major Shareholders and Related Party Transactions

99Item 8. Financial Information

100Item 9. The Offer and Listing

102Item 10. Additional Information

104Item 11. Quantitative and Qualitative Disclosures About Market
Risk

117Item 12. Description of Securities Other than Equity
Securities

119PART II

120Item 13. Defaults, Dividend Arrearages and Delinquencies

120Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds

120Item 15. Controls and Procedures

120Item 15T. Controls and Procedures

121Item 16A. Audit Committee Financial Expert

121Item 16B. Code of Ethics

121Item 16C. Principal Accountant Fees and Services

121Item 16D. Exemptions from the Listing Standards for Audit
Committees

122Item 16E. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

122Item 16.F. Change in Registrant's Certifying Accountant

122Item 16.G. Corporate Governance

122PART III

123Item 17. Financial Statements

123Item 18. Financial Statements

123Item 19. Exhibits

123


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INTRODUCTION

ABB Ltd is a corporation organized under the laws of Switzerland. In this 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 report under "Item 4. Information on the
CompanyIntroductionHistory of the ABB Group." Our American Depositary Shares (each representing one registered share of ABB Ltd) are referred to as "ADSs." The
registered shares of ABB Ltd are referred to as "shares."

Our
principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, telephone number +41-43-317-7111.

FINANCIAL AND OTHER INFORMATION

ABB Ltd has prepared its statutory unconsolidated financial statements in accordance with the Swiss Code of Obligations. The
Consolidated Financial Statements of ABB Ltd, including the notes thereto, as of December 31, 2008 and 2007 and for each of the years in the three-year period ended
December 31, 2008 (our Consolidated Financial Statements) have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).

In
this report: (i)"$," "U.S. dollars" and "USD" refer to the lawful currency of the United States of America; (ii) "CHF" and "Swiss francs" refer to the lawful currency of
Switzerland; (iii) "€" 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) "£," "sterling," "pounds sterling" and "GBP" refer to the lawful currency of the United Kingdom; (vi) "Indian
rupee" refers to the lawful currency of India; and (vii) "Chinese renminbi" refers to the lawful currency of the People's Republic of China.

Except
as otherwise stated, all monetary amounts in this 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, 2008,
unless otherwise indicated. The twelve o'clock buying rate for Swiss francs on December 31, 2008 was $1.00 = CHF 1.0673. The twelve o'clock buying rate for Swiss francs on
March 6, 2009 was $1.00 = CHF 1.1525.

FORWARD-LOOKING STATEMENTS

This 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 report and include statements regarding our
intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, dispositions, strategies and the countries and
industries in which we operate.

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



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By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the countries and
industries in which we operate, may differ materially from those described in or suggested by the forward-looking statements contained in this 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 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 report and include, without limitation, the following:



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We
urge you to read the sections of this report entitled "Item 3. Key InformationRisk Factors," "Item 4. Information on the Company" and "Item 5.
Operating and Financial Review and Prospects" for a more complete discussion of the factors that could affect our future performance and the countries and industries in which we operate. In light of
these risks, uncertainties and assumptions, the forward-looking circumstances described in this 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 report.

PART I

Item 1.    Identity of Directors, Senior Management and Advisers

Not applicable

Item 2.    Offer Statistics and Expected Timetable

Not applicable

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 report.

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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, 2008, 2007, 2006, 2005 and 2004 were audited by Ernst & Young AG, except for the 2004 financial
statements of Jorf Lasfar Energy Company S.C.A. (Jorf Lasfar), a corporation in which, prior to its sale in May 2007, we had a 50 percent interest, which were audited by other independent
auditors.

The
Consolidated Financial Statements as of December 31, 2004 have not been audited after the reclassifications of certain businesses between continuing operations and
discontinued operations.

INCOME STATEMENT DATA(1):

Year ended December 31,2008

2007

2006

2005

2004($ in millions, except per share data)Total revenues


34,912


29,183


23,281


20,964


18,987Total cost of sales


(23,972
)

(20,215
)

(16,537
)

(15,510
)

(14,219
)Gross profit


10,940


8,968


6,744


5,454


4,768Selling, general and administrative expenses


(5,822
)

(4,975
)

(4,326
)

(3,780
)

(3,672
)Other income (expense), net


(566
)

30


139


37


(41
)Earnings before interest and taxes


4,552


4,023


2,557


1,711


1,055Interest and dividend income


315


273


147


153


146Interest and other finance expense


(349
)

(286
)

(307
)

(407
)

(355
)Income from continuing operations before taxes, minority interest and cumulative effect of accounting change


4,518


4,010


2,397


1,457


846Provision for taxes


(1,119
)

(595
)

(686
)

(464
)

(258
)Minority interest


(260
)

(244
)

(179
)

(126
)

(100
)Income from continuing operations before cumulative effective of accounting change


3,139


3,171


1,532


867


488Income (loss) from discontinued operations, net of tax(2)


(21
)

586


(142
)

(127
)

(523
)Income (loss) before cumulative effect of accounting change


3,118


3,757


1,390


740


(35
)Cumulative effect of accounting change, net of tax(3)











(5
)

Net income (loss)


3,118


3,757


1,390


735


(35
)Basic earnings (loss) per share:Income from continuing operations before cumulative effect of accounting change


1.37


1.40


0.72


0.43


0.24Income (loss) from discontinued operations, net of tax


(0.01
)

0.26


(0.07
)

(0.07
)

(0.26
)Cumulative effect of accounting change, net of tax














Net income (loss)


1.36


1.66


0.65


0.36


(0.02
)Diluted earnings (loss) per share:Income from continuing operations before cumulative effect of accounting change


1.37


1.38


0.69


0.42


0.24Income (loss) from discontinued operations, net of tax


(0.01
)

0.25


(0.06
)

(0.06
)

(0.26
)Cumulative effect of accounting change, net of tax














Net income (loss)


1.36


1.63


0.63


0.36


(0.02
)


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BALANCE SHEET DATA(1):

At December 31,2008

2007

2006

2005

2004($ in millions)Cash and equivalents


6,399


4,650


4,198


3,136


3,558Marketable securities and short-term investments


1,407


3,460


528


368


524Total assets


33,181


31,001


25,142


22,276


24,677Long-term debt


2,009


2,138


3,160


3,932


4,717Total debt(4)


2,363


2,674


3,282


4,096


5,334Capital stock and additional paid-in capital


4,695


5,634


4,514


3,121


3,083Total stockholders' equity


11,158


10,957


6,038


3,483


2,824


CASH FLOW DATA:

Year ended December 31,2008

2007

2006

2005

2004($ in millions)Net cash provided by (used in) operating activities


3,958


3,054


1,939


1,012


902Net cash provided by (used in) investing activities


114


(2,291
)

(694
)

(316
)

354Net cash provided by (used in) financing activities


(2,119
)

(625
)

(392
)

(896
)

(2,745
)


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The weighted-average number of shares outstanding was as follows:

Year ended December 31,2008

2007

2006

2005

2004Weighted-average number of shares (in millions)


2,287


2,258


2,128


2,029


2,028


DIVIDENDS AND DIVIDEND POLICY

Payment of dividends is subject to general business conditions, the ABB Group's current and expected financial condition and
performance and other relevant factors including growth opportunities.

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, 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, 2008, of the CHF 12,567 million of
stockholders' equity recorded in the unconsolidated statutory financial statements of ABB Ltd prepared in accordance with Swiss law, CHF 4,692 million was attributable to the
share capital, CHF 1,633 million was attributable to legal reserves, CHF 1,032 million was attributable to reserves for treasury shares, CHF 2,655 million was
attributable to other reserves and CHF 2,555 million represents 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. Dividends not collected within five years after the due date accrue to
ABB Ltd and are allocated to its other reserves. For information about the deduction of withholding taxes from dividend payments, see "Item 10. Additional
InformationTaxation."

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

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

ABB Ltd
did not pay any dividends with respect to the year ended December 31, 2004. With respect to the years ended December 31, 2005 and December 31, 2006,
ABB Ltd paid a dividend in May 2006 of CHF 0.12 (USD 0.10) per share and in May 2007 of CHF 0.24 (USD 0.20) per share. With respect to the year ended
December 31, 2007, ABB Ltd paid a dividend in 2008 of CHF 0.48 (USD 0.46) per share 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, 2008, ABB Ltd's board of directors has proposed to pay a dividend of CHF 0.48 per share by way of a nominal value
reduction, subject to approval by its shareholders at the May 2009 Annual General Meeting and certain subsequent actions required under Swiss law.

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RISK FACTORS

You should carefully consider all of the information set forth in this 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 ongoing financial crisis, the weakening of the global economy 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. During 2008, the volatility in the global financial markets reached unprecedented levels. Volatile oil prices, falling equity market
values, declining business, weakened consumer confidence, risks of increased inflation and deflation and increased unemployment rates have created fears of a severe recession. These disruptions are
likely to have an ongoing adverse effect on the world economy. We are unable to predict how long the economic downturn will last. A continuing economic downturn and financial market disruptions may
adversely impact the demand for our products and services. For example, the current lack of confidence and the shortage of credit in the financial markets may prevent our customers and suppliers from
obtaining the financing required to pursue their business activities as planned, and thereby force them to modify, delay or cancel plans to purchase or supply our products or services or to execute
transactions. Payment terms, especially the level of advance payments in large orders, may become less favorable. In addition, if our customers do not generate sufficient revenue, or fail to obtain
access to the capital markets, they may not be able to pay, or may delay 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. In addition, we are subject to the risk that the counterparties to our credit agreements and hedging transactions may go bankrupt if they
suffer catastrophic demand on their liquidity that will prevent them from fulfilling their contractual obligations to us.

The
U.S. Government recently enacted legislation and created several programs to help stabilize credit markets and financial institutions and restore liquidity, including the Emergency
Economic Stabilization Act of 2008, the Federal Reserve's Commercial Paper Funding Facility (CPFF) and Money Market Investor Funding Facility, the Federal Deposit Insurance Corporation's (FDIC)
Temporary Liquidity Guarantee Program. Additionally, the governments of many nations have announced similar measures for institutions in their respective countries. There is no assurance that these
programs individually or collectively will have beneficial effects in the credit markets, will address credit or liquidity issues of companies that participate in the programs or will reduce
volatility or uncertainty in the financial markets. The failure of these programs to have their intended effects could have a material adverse effect on the financial markets, which in turn could
materially and adversely affect our business, financial condition and results of operations.

Apart
from the effects of the credit crisis and the 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 market. 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 Products and Power Systems divisions are affected by the level of investments by utilities, and our
Process Automation, Automation Products, and Robotics divisions are affected by conditions in a broad range of industries, including the automotive, pharmaceutical, pulp and paper, metals and minerals
and manufacturing and

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consumer
industries. At various times during the last several years, we also have experienced, and may experience in the future, gross margin declines in certain businesses, reflecting the effect of
items such as competitive pricing pressures, inventory write-downs, charges associated with the cancellation of planned expansion, increases in pension and postretirement benefit expenses, and
increases in component and manufacturing costs resulting from higher labor and material costs borne by our manufacturers and suppliers that, as a result of competitive pricing pressures or other
factors, we are unable to pass on to our customers. Economic downturns also may lead to restructuring actions and associated expenses. Uncertainty about future economic conditions makes it difficult
for us to forecast operating results and to make decisions about future investments.

In
addition, we are subject to the risks that our business operations in or with certain countries, including those identified as state sponsors of terrorism, may be adversely effected
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 effect the price of our
shares by disposing of or deciding not to purchase our shares.

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 Organization for Economic Co-operation and Development (OECD) Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, applicable antitrust laws and other applicable laws or regulations. For more information regarding investigations of past actions taken
by certain of our employees, see "Item 8. Financial InformationLegal Proceedings." Such actions have resulted, and in the future could result, in governmental investigations,
enforcement actions and civil and criminal penalties, including monetary penalties or other sanctions. It is possible that any governmental investigation or enforcement action arising from these
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 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 are conducted in the emerging markets of Latin America, Asia, the Middle East and Africa. In
2008, approximately one-third of our consolidated revenues were generated from these emerging markets. Operations in emerging markets can present risks that are not encountered in
countries with well-established economic and political systems, including:



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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 and gross profit realized on
such contracts can vary, sometimes substantially, from our original projections because of changes in conditions, including but not limited to:



These
risks are exacerbated if the duration of the project is extended because there is an increased risk that the circumstances upon which we originally bid and developed a price will
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.

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

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

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

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

Currency Transaction Risk.Currency risk exposure also affects our operations when our sales are denominated in currencies that are
different from
those in which our manufacturing or sourcing costs are incurred. In this case, if after the parties agree on a price, the value of the currency in which the price is to be paid were to weaken relative
to the currency in which we incur manufacturing or sourcing costs, there would be a negative impact on the profit margin for any such transaction. This transaction risk may exist regardless of whether
or not there is also a 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 substantial changes in these rates and prices could have an adverse effect on our financial condition and results of operations.

Increases in the costs of our raw materials may adversely affect our financial performance.

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

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

The weakening or unavailability of our intellectual property rights could adversely affect our business.

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

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

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

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

The
principal competitors for our automation technology products, systems and services include Emerson Electric Co., Honeywell International, Inc., Invensys plc,
Schneider Electric SA and Siemens AG. We primarily compete with Areva., Schneider Electric SA and Siemens AG in sales of our power technology products and systems to our utilities
customers. The principal competitors with our Robotics business include Fanuc Robotics, Inc., Kuka Robot Group and Yaskawa Electric Corporation. 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. 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.

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

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

Our
customer base also is undergoing consolidation. Consolidation within our customers' industries (such as the marine and cruise industry, the automotive, aluminum, steel, pulp and
paper, 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 its business. Additionally, as our customers become larger and more concentrated, they could exert pricing pressure on all suppliers, including ABB. 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 chloroparafine as a flame retardant. We use inorganic lead as a counterweight in robots that we produce. We have manufactured
and sold, and we are using in some ABB 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 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

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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.

We may be the subject of product liability claims.

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

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



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

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

We operate in approximately 100 countries around the world and, as of December 31, 2008, employed approximately 120,000 people.
As of December 31, 2008, approximately 54 percent of our employees were located in Europe, approximately 17 percent in the Americas, approximately 24 percent in Asia and
approximately 5 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 successfully manage 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.

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We have retained liability for environmental remediation costs relating to businesses that we sold in 2000, and we could be required to make payments in respect of these
retained liabilities in excess of established provisions.

We have retained liability for environmental remediation costs at two sites in the United States that were operated by our nuclear
technology business, which we sold in April 2000 to British Nuclear Fuels plc (BNFL). We have retained all environmental liabilities associated with our Combustion Engineering subsidiary's
Windsor, Connecticut facility and a portion of the liabilities associated with our former ABB C-E Nuclear Power, Inc. subsidiary's Hematite, Missouri facility. The primary
environmental liabilities associated with these sites relate to the costs of remediating radiological and chemical contamination upon decommissioning the facilities. Based on information that BNFL has
made available, we believe remediation may take until 2015 at the Hematite site. We estimate that the remediation will take until 2012 at the Windsor site. At the Windsor site, we believe that a
significant portion of such remediation costs will be the responsibility of the U.S. government pursuant to U.S. federal law, although the exact amount of such responsibility cannot reasonably be
estimated. In connection with the sale of the nuclear business in April 2000, we established a provision of $300 million in respect of estimated remediation costs related to these facilities.
Expenditures charged to the remediation provision were $4 million and $3 million during 2008 and 2007, respectively. The provision balance was $241 million and $245 million
at December 31, 2008 and 2007, respectively. Due to the nature of remediation activities, it is possible that we could be required to make expenditures in excess of the provision. Potential
excess expenditures cannot reasonably be estimated at this time. See "Item 5. Operating and Financial Review and ProspectsEnvironmental Liabilities."

If we fail to make the payments required under the Modified Plan of Reorganization for Combustion Engineering (the CE Plan) we could trigger an injunction default which
would lead to the termination of the channeling injunction under the CE Plan.

Our Combustion Engineering, Inc. subsidiary (CE) had been a co-defendant in a large number of lawsuits claiming
damage for personal injury resulting from exposure to asbestos. Since early 2003, we and our subsidiaries have been seeking to resolve our asbestos-related personal injury liabilities related to CE. A
plan of reorganization for CE was filed under Chapter 11 of the U.S. Bankruptcy Code and during 2006, the CE Plan became effective.

On
the effective date of the CE Plan, the U.S. Bankruptcy Court issued an injunction, referred to as a channeling injunction, pursuant to which all asbestos-related personal injury
claims against ABB Ltd and certain entities in the ABB group (including CE) arising out of CE's business operations will be settled or otherwise satisfied from the proceeds of the trust
established for such purposes.

Under
the CE Plan, ABB Ltd and certain of its subsidiaries have contingent payment obligations of $50 million for which we have established a provision as of
December 31, 2008. Failure to satisfy those payment obligations could lead to an injunction default which would lead to the termination of the
channeling injunction under the plan. In such case, all claims which were previously subject to the injunction would need to be resolved through the tort system. This could also cause our credit
ratings to be downgraded, restrict our access to the capital markets or otherwise have a material adverse effect on our financial condition, results of operations, cash flows and liquidity.

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

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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.

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

If we cannot successfully implement the planned integration of our different ERP systems, then we may be unable to produce reliable accounts, and our business and reputation
may be adversely affected.

In a number of specific countries, we are integrating our various ERP systems into country-wide ERPs in an effort to
standardize and consolidate our accounting and reporting processes. A significant portion of these remaining system integrations are planned to occur during 2009 and 2010. If we cannot successfully
implement the planned integration activities, we may be unable to produce reliable accounts and our business and reputation may be adversely affected.

If we are unable to successfully adapt our internal controls over financial reporting to changes in circumstance, our ability to report our financial results on a timely and
accurate basis may be adversely affected. As a result, investors could lose confidence in our financial reporting, which may harm our business and the trading price of our stock.

We are required to include in this Annual Report on Form 20-F a report by our management regarding the effectiveness
of our internal control over financial reporting. The report includes, among other things, an assessment of the effectiveness of our internal control over financial reporting as of the end of our
fiscal year. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management.

If
we are unable to conclude that our internal control over financial reporting is effective in any future period (or if our auditors are unable to express an opinion on the
effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which may have an adverse effect on our stock price.

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 the abilities of our personnel, particularly our senior management team and key employees. 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.

Item 4.    Information on the Company

INTRODUCTION

We are a global leader in power and automation technologies that are designed to improve performance and lower the environmental impact
of our utility and industrial customers. We provide a broad range of products, systems, solutions and services that are designed to improve power grid reliability, increase industrial productivity and
enhance energy efficiency. Our focus on power transmission, distribution and power-plant automation serves electric, gas and water utilities, as well as

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industrial
and commercial customers. We also deliver automation systems that measure, control, protect and optimize plant applications across a full range of industries. We apply our expertise to
develop creative ways of integrating our products and systems with our customers' business processes to enhance their productivity and efficiency.

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 publicly traded 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 and are no longer publicly traded. ABB Ltd shares are currently listed on the SIX Swiss Exchange (traded on SWX Europe), the NASDAQ OMX Stockholm Exchange and the New York
Stock Exchange (in the form of American Depositary Shares).

Organizational Structure

Our business is international in scope and we generate revenues in numerous currencies. We operate in approximately 100 countries and
have structured our global organization into 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. Our business comprises five divisions: Power Products; Power Systems; Automation Products; Process Automation and Robotics.

Following
the sale of the majority of our non-core activities, Non-core and Other is no longer presented separately but included in Corporate and Other.

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Revenues Year ended
December 31,

Percentage of
Core division
Revenues Year
ended
December 31,2008

2007

2006

2008

2007

2006($ in millions)

(%)Power Products


11,890


9,777


7,275


31


31


29Power Systems


6,912


5,832


4,544


18


18


18Automation Products


10,250


8,644


6,837


27


27


27Process Automation


7,815


6,420


5,448


20


20


21Robotics


1,642


1,407


1,288


4


4


5Core divisions


38,509


32,080


25,392


100


100


100Corporate, Non-core and Other Activities and Eliminations


(3,597
)

(2,897
)

(2,111
)Total


34,912


29,183


23,281


For
a breakdown of our consolidated revenues derived from each geographic region in which we operate, see "Item 5. Operating and Financial Review and
ProspectsAnalysis of Results of OperationsRevenues."

Our
principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, telephone number +41-43-317-7111. Our
agent for U.S. federal securities law purposes is ABB Holdings Inc., located at 501 Merritt 7, Norwalk, Connecticut 06851.

BUSINESS DIVISIONS

Industry Background

Our five divisions operate across two key markets, the power market and the automation market. Our Power Products and Power Systems
divisions operate in the power market. Our Automation Products, Process Automation and Robotics divisions operate in the automation market.



The power market uses products, systems and services designed primarily to deliver electricity. Electricity is generated in power
stations and is then fed into an electricity grid, from where it is transmitted and distributed to consumers. The portions of an electricity grid that operate at the highest voltages are
"transmission" systems, while those that operate at lower voltages are "distribution" systems. Transmission systems link power generation sources to distribution systems and then branch out over
shorter distances to carry electricity from the transmission system to end users. These electricity networks incorporate sophisticated devices to control and monitor operations and to prevent damage
from failures or stresses.

Electricity
is transformed at different stages in the delivery process between the source and the ultimate end user. For example, electrical power is often generated in large power
plants at 10 to 20 kilovolts. Because this voltage is too low to be transmitted efficiently, transformers are used to increase the voltage (up to 1,000 kilovolts) for long-distance
commercial transmission. This reduces losses and increases the amount of power that can be carried per line.

Transformers
are also used to decrease the voltage at the local end for distribution to end users, such as residential, commercial or industrial consumers. An electric utility
distribution system comprises distribution substations and networks, both overhead and underground. Some large industrial and commercial facilities receive electricity at higher voltage levels from
the transmission or distribution

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network,
while most industrial, commercial and residential users receive electricity from distribution network feeders at lower voltages.

Drivers
in the power market vary by region. In North America the focus is on replacing aged infrastructure and improving grid reliability. In Europe the focus is on replacement of aged
infrastructure and the integration of renewable energy sources, such as wind farms in the North Sea. Another driver in Europe is the increased demand for interconnections between countries to
facilitate the market for energy trading. Both in North America and in Europe, improving energy efficiency also stimulates power investment. In the Middle East, a high level of investments is driven
by large infrastructure projects and the related need for electricity. In emerging markets, including most parts of Asia, there is a need for electricity grid increases to cope with rising energy
needs.

There
is a global trend toward deregulation and privatization of the power market, which is creating a more competitive environment for our customers. This trend is evident in the United
States, parts of Latin America, and Europe, and is developing in other regions. The creation of a free market for electricity requires our customers to become more cost-efficient and
reliable to compete as a lowest-cost provider among power suppliers. Grid operators must be able to deliver power to customers that are hundreds or thousands of miles away within a few
minutes. As more disturbance-sensitive loads (such as computers and telecommunications systems) have been added to networks, demand for reliable, high-quality electricity and "smarter"
grid has increased. Power suppliers can achieve this efficiency and reliability in a number of ways, including the following:



Another
major trend is the discussion on climate change, which has created a strong interest in energy-efficient and environmentally-friendly solutions. Both drivers have a direct impact
on our business as ABB delivers technologically-driven solutions to increase the energy efficiency on existing electrical
infrastructure and to integrate renewable energy such as wind and solar power into the electricity grid while meeting the grid code requirements.



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



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Power Products Division



Our Power Products division serves electric, gas and water utilities, as well as industrial and commercial customers, with a broad
range of products and services for power transmission and distribution. Direct sales account for a majority of the division's total product sales, and sales through external channel partners, such as
wholesalers, distributors and original equipment manufacturers (OEMs), account for the remainder. Key technologies include high- and medium-voltage switchgear and apparatus, circuit
breakers for various current and voltage levels, power and distribution transformers, as well as sensors and products to automate and control electrical and other utility networks. The division had
approximately 33,600 employees and 110 manufacturing plants as of December 31, 2008 and generated $11.9 billion of revenues in 2008.



Our Power Products division manufactures three categories of products: High-voltage Products, Medium-voltage Products and
Transformers. The division sells primarily to utilities, distributors, wholesalers, installers and OEMs in the utilities and power generation industries. Some of the division's products are
integrated into the offering of the Power Systems and Process Automation divisions or are sold through external channel partners such as engineering, procurement and construction (EPC) firms.

The
division manufactures distribution transformers (up to 72.5 kilovolts) for use in industrial facilities, commercial buildings and utility distribution networks to step down
electrical voltage to the levels needed by end users. Industrial transformers are mainly delivered to the steel and aluminum industry, which need their own high-voltage transformers and
substations on-site to service their heavy electricity requirements. We manufacture and sell a full range of distribution transformers including oil-type, dry-type
and special application distribution transformers. Although oil-type transformers are more commonly used, demand for dry-type transformers is growing because they minimize fire
hazards and have applications in high-density office buildings, windmills, offshore drilling platforms, marine vessels and high-volume industrial plants.

We
also design and manufacture power transformers (72.5 to 1,000 kilovolts) for utility, transportation and industrial customers, as well as transformer components such as bushings and
tap changers. Generator transformers are used in power generation when it is necessary to increase power voltage from a power plant for long-distance transmission. We produce traction
transformers used in electric locomotives and we provide a wide range of transformer service and retrofit solutions for utilities and industry customers. The division also produces insulation
material.

In
the medium-voltage area, the division develops products and systems that reduce outage times and improve power quality and control, which are key to improving operational efficiency
of both utility and industrial customers. It supplies switching equipment both directly to end users and through distributors and OEMs. Its products provide connections between higher voltage
substations and lower voltage uses. It produces a comprehensive line of medium-voltage equipment (1 to 50 kilovolts),

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including
products such as indoor and outdoor switch disconnectors, breakers, reclosers, fuses, contactors, instrument transformers and sensors as well as air- and
gas-insulated switchgear, motor control centers, and ring main units for primary and secondary distribution. It also produces indoor and outdoor modular systems, compact substations and
power distribution centers. In addition, a significant portion of its products are sold through external channel partners such as OEMs.

The
Power Products division also provides high-voltage transmission equipment to power utilities that enables them to operate more efficiently and with lower environmental
impact, both of which are significant business concerns in the market in which our customers operate. We manufacture the principal components of power transmission systems (50 to 800 kilovolts),
including air- and gas-insulated switchgear, capacitors, high-voltage circuit breakers, grounding switches and instrument transformers. The division also delivers
the entire ABB portfolio of low-, medium- and high-voltage capacitors and surge arresters. Its products and components also include circuit breaker drives and cable
accessories.



The Power Products division's principal customers are electric, gas and water utilities, owners and operators of power transmission
systems, utilities that own or operate networks and owners and operators of power generating plants. Other customers include gas transmission companies, local distribution companies and
multi-utilities, which are involved in the transmission or distribution of more than one commodity. The division also serves industrial and commercial customers, such as operators of large commercial
buildings and heavy industrial plants.



The Power Products division sells its products individually and as parts of larger systems through our Power Systems division. Direct
sales account for a majority of the division's total product sales, and sales through external channel partners, such as wholesalers, distributors and OEMs, account for the remainder. Because the
Power Products and Power Systems divisions share many of the same customers and technologies, and are influenced by the same market drivers, the two divisions share a common sales force in most
regions and countries.



On a global basis, the Power Products division's principal competitors are Siemens AG and Areva, and, in the medium-voltage market,
Schneider Electric SA. We also compete regionally with companies such as Cooper Industries, Eaton Electric Corporation, Crompton Greaves and Bharat Heavy Electricals Ltd.



The Power Products division's capital expenditures for property, plant and equipmentwere $305 million in 2008, compared to
$209 million and $145 million in 2007 and 2006, respectively. Principal investments in 2008 included investments to replace existing equipment, particularly in Sweden, China, Germany and
the United States. Geographically, in 2008, Europe accounted for 48 percent of our capital expenditures, followed by 34 percent in Asia, 16 percent in the Americas and
2 percent in Middle East and Africa.

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Power Systems Division



Our Power Systems division serves electric, gas and water utilities, as well as industrial and commercial customers, with a broad range
of systems and services for power generation, transmission and distribution. Key technologies include substations, high-voltage power converters, advanced cables for underground and
sub-sea power transmission, and systems to automate and control power plants, electrical and other utility networks. The division had approximately 15,800 employees in more than 70
countries as of December 31, 2008 and generated $6.9 billion of revenues in 2008.



Our Power Systems division delivers systems in four areas: grid systems, network management, power generation, and substations. The
division sells primarily to utilities, EPC companies and power generation industries. Some of the Power Product division's products are integrated into the offering of the Power Systems division.

For
grid systems, we provide power systems that are essential to grid reliability, including flexible alternating current transmission systems (FACTS) and we also sell
high-voltage direct current (HVDC) systems. Critical components in these systems are power semiconductors and cables which are also manufactured by the Power Systems division.

We
are a leading manufacturer of HVDC technology, which is an advanced technology for transporting electricity over long distances, feeding power from mainland sites to
off-shore platforms or integrating large off-shore windpower into the power grid. It reduces power losses, increases system stability and provides a more controllable flow than
high-voltage alternating current. An HVDC transmission system typically includes converters, which change alternating current to direct current and then back to alternating current when it
reaches the terminal point, and transmission line cables, either above or below ground. Advances in converter and cable technology have enabled us to introduce a system called HVDC Light.
Converter stations for HVDC Light are approximately one-fifth the size of
conventional HVDC technology for the same rated power. HVDC Light extends the range of applications for underground or submarine high-voltage direct current. Typical
applications include interconnection of separate networks that operate on different frequencies or provide variational power quality, such as wind parks. The system can also be used as a substitute
for local power generation in remote areas, islands or oil platforms.

We
also provide FACTS devices to enhance power grid stability, improve power quality and thus increase transmission capability. FACTS devices include series compensators, static
volt-amperes reactive compensators (SVCs) and SVC Light (based on the same unique technology as HVDC Light).

HVDC,
HVDC Light, FACTS, and SVC Light systems rely on advanced power semiconductor components. Our power semiconductor business develops and manufactures
tailor-made components to maximize the performance of these systems. The Power Systems division supplies power semiconductor devices to other ABB businesses and to external customers in
the power transmission and distribution, drives, and transportation markets.

Our
cable business is specialized in sub-sea cable solutions and land-cables for bulk energy transfer over long distances.

Our
network systems offering includes high-end supervisory control and data acquisition (SCADA) systems for power and gas customers. SCADA systems are used to monitor and
control energy transmission, distribution and power generation. They are also used in market systems for power networks providing real time information about the status of the grid. SCADA systems
allow utilities to

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optimize
their business by improving the performance of their installed network equipment to meet changing customer requirements and new market conditions.

The
division also provides wireless and fixed communication systems for power, water and gas utilities, including both operational and corporate communication networks. It offers 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.

In
the area of power generation, the division offers complete system integration of instrumentation, control and electrical equipment for the power generation market. The services
offered include combustion management, plant performance optimization, condition monitoring and asset management. We also offer turnkey water pumping stations including control systems.

Substations
interconnect electricity grids operating on different voltage levels, sectionalize portions of the grid and protect the electrical system against damage from outside sources
such as lightning and overload. By sectionalizing the grid, power can be rerouted from portions of the transmission system that are experiencing problems to sections that are functioning properly,
thereby enhancing the overall reliability of the power supply.

We
deliver complete air- and gas-insulated substations for power transmission. Substations are also necessary in a power distribution network to sectionalize and
reduce the voltage of the main power lines and cables to the lower voltages required for efficient distribution and consumption. For power distribution, we sell traditional custom-engineered
substations.

This
division offers services and support for management of existing power transmission and distribution assets, including both ABB products and those manufactured by third parties.

In
addition, the Power Systems division offers a range of services aimed at reducing the in-house operational and maintenance requirements of utility customers. Our services
range from contracts for spare parts management, support agreements and retrofits, to service, consulting and training. The Power Systems division also undertakes analyses of the design of new
transmission and distribution systems as well as optimization that take into account technical, economic and environmental considerations.



The Power System division's principal customers are electric, gas and water utilities, owners and operators of power transmission
systems, utilities that own or operate networks and owners and operators of power generating plants. Other customers include transmission companies, local distribution companies and multi-utilities,
which are involved in the transmission or distribution of more than one commodity. The division also serves industrial and commercial customers, such as operators of large commercial buildings and
heavy industrial plants.



The Power Systems division sells its systems primarily through a direct sales force of specialized sales engineering teams. Some sales
are also handled through third-party
channels, such as OEMs and system integrators or EPC firms. Because the Power Systems and Power Products divisions share many of the same customers and technologies, and are influenced by the
same market drivers, the two divisions share a common sales force in most regions and countries.

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On a global basis, the Power Systems division's principal competitors are Siemens AG and Areva. In the power generation area, the
division's principal competitors are Areva, Emerson Electric Co., General Electric Company, Invensys plc and Siemens AG.



The Power System division's capital expenditures for property, plant and equipment were $89 million in 2008, compared to
$50 million and $26 million in 2007 and 2006, respectively. Principal investments in 2007 included investments to replace existing equipment, particularly in Sweden, Germany, and
Switzerland. Geographically, in 2008, Europe accounted for 83 percent of our capital expenditures, followed by 7 percent in Asia, 5 percent in the Americas and 5 percent in
Middle East and Africa.

Automation Products Division



The Automation Products division provides products, with related services, that are used as components in machinery, switchboards,
distribution panels, and building and automation systems. The Automation Products offering covers a wide range of products and services including low-voltage switchgear, breakers,
switches, control products, DIN-rail components, enclosures, wiring accessories, instrumentation, drives, motors, generators, and power electronics systems. These products help customers
to improve productivity, save energy and increase safety. Key applications include power distribution, protection and control, energy conversion, data acquisition and processing, and actuation. The
majority of these applications are for industrial applications, with others provided for building construction, rail transportation, and utilities.

The
Automation Products division is a global business that employs approximately 36,000 people worldwide and generated $10.3 billion revenues in 2008 through sales activities in
more than 100 countries. The division has more than 100 manufacturing sites in 50 countries. Each day, the division delivers around one million products.

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



The Automation Products division manufactures low-voltage circuit breakers, switches and control products to protect
people, installations and electronic equipment from electrical overloads. It also manufactures instrumentation products to measure and control the flow of fluids.

This
division makes line protection products, wiring accessories and enclosures and cable systems that are primarily used for control and protection in building installations. It also
produces European Installation Bus/Powernet systems, which integrate and automate a building's electrical installations, ventilation, security and data communication networks.

The
process instrumentation products manufactured by this division interact with the Open Control System products from the Process Automation division and include products for the
measurement of process variables such as pressure, temperature, volume and flow. The increasing sophistication of many process automation systems often requires thousands of measurement points for
such variables. These instrumentation products are sold separately or in combination with control systems. The various analytical measurement devices produced by this division form an important part

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of
instrumentation and control systems. These devices measure chemical characteristics while process instrumentation products measure physical characteristics.

This
division also provides low-voltage and medium-voltage AC drive products and systems for industrial, commercial and residential applications. Drives provide motion and
torque while adding control and efficiency to equipment such as fans, pumps, compressors, conveyors, kilns, centrifuges, mixers, hoists, cranes, extruders, printing machinery and textile machines. Our
drives are used in the building automation, marine, power, transportation and manufacturing industries, among others.

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

In
addition, this division 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. This division manufactures synchronous motors for the most demanding applications and a full range of low and high-voltage induction motors.



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. For the division as a
whole, the majority of products are sold through channel partners, with the remainder sold through the division's own direct sales channels.



The Automation Products division's principal competitors vary by product line but include Alstom, Baldor Electric Company, Eaton
Electric Corporation, Emerson Electric Co., Endress+Hauser, Legrand, Mitsubishi, Rockwell Automation, Schneider Electric SA, Siemens AG, Yokogawa Electric Corporation and WEG Industries.



The Automation Products division's capital expenditures for property, plant and equipment were $305 million in 2008, compared to
$193 million and $148 million in 2007 and in 2006, respectively. Principal investments in 2008 were primarily related to ordinary course replacements of machinery and equipment mainly in
Germany, Finland, Italy and China plus expansion investments in China, India and Estonia. Geographically, in 2008, Europe accounted for 71 percent of the capital expenditure, followed by
23 percent in Asia, 4 percent in Middle East and Africa and 2 percent in the Americas.

Process Automation Division



The Process Automation division provides products, systems, and services for the automation and optimization of industrial processes.
Our main offerings are process automation, plant electrification and quality control systems, analytical measurement devices, turbochargers and marine propulsion and

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control
systems. Our key end markets are the oil and gas, pulp and paper, metals and minerals, chemicals and pharmaceuticals, turbocharging and marine industries. The division had approximately 26,800
employees as of December 31, 2008, and generated revenues of $7.8 billion in 2008.

The
Process Automation division offers its products both as separately sold devices and as part of a total automation system. Our technologies are marketed both through direct sales
forces and third-party channels.



The Process Automation division offers integrated process control systems, plant electrification systems, information management
systems and industry-specific application knowledge 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 Automation Product and Power Product divisions' products are integrated into the offering of the Process Automation division.

Our
control systems are used in such applications as batch management, asset optimization, energy management and safety control. They are the hubs that link instrumentation, devices and
systems for control and supervision of an industrial process 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.

This
division emphasizes Open Control Systems, including batch control systems, supervisory control and data acquisition systems, and, to a lesser extent, programmable logic controls and
remote terminal units.

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

In
December 2003, this division commercially released the System 800xA process automation platform. This system 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 the past approximately 20 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's product offerings for the pulp and paper industries include quality control systems for pulp and paper mills, control systems, drive systems, on-line sensors,
actuators and field instruments. On-line sensors measure product properties, such as weight, thickness, color, brightness, moisture content and additive content. Actuators allow the
customer to make automatic adjustments during the production process to improve the quality and consistency of the product. Field instruments measure properties of the process, such as flow rate,
chemical content and temperature.

We
offer our customers in the metals and minerals industries specialized products and services, as well as total production systems. We design, plan, engineer, supply, erect and
commission electric equipment, drives, motors and equipment for automation and supervisory control within a variety of

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areas
including mining, mineral handling, aluminum smelting, hot and cold steel applications and cement production.

In
the oil and gas sector, we provide solutions for onshore and offshore production and exploration, refining,and petrochemical processes, and oil/gas transportation and distribution. In
the pharmaceuticals and fine chemicals areas, we offer applications to support manufacturing, packaging, quality control and compliance with regulatory agencies.

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

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 helps optimize these investments. Demand for our process automation services is increasing as our customers seek to increase productivity by improving the
performance of existing assets.



The Process Automation division's end customers are primarily companies in the pulp and paper, minerals and mining, metals, chemicals
and pharmaceuticals, oil and gas, turbocharging, power and the marine industries. In each of these industries, we sell both through direct sales forces as well as through third-party channels, such as
distributors, wholesalers, installers, system integrators and OEMs.



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



The Process Automation division's principal competitors vary by industry or product line but include, Emerson Electric Co.,
Honeywell International Inc., Invensys plc, Metso Automation, Rockwell Automation, Schneider Electric SA, Siemens AG, Voith AG, Aspen Technologies, and Yokogawa Electric
Corporation.



The Process Automation division's capital expenditures for property, plant and equipment were $79 million in 2008, compared to
$91 million and $70 million in 2007 and in 2006, respectively. Principal investments in 2008 were primarily related to our turbocharging production facilities and service stations in
Switzerland, China, Unites States, India, and ordinary course purchase of machinery and equipment mainly in Algeria, Finland, Sweden, and Germany. In 2008, Europe accounted for 64 percent of
the capital expenditure, followed by 20 percent in Asia, 14 percent in the Americas and 2 percent in Middle East and Africa

Robotics Division



Our Robotics division offers robot products, systems and service for the automotive and manufacturing industries. The division develops
standardized manufacturing cells for many applications including machine tending, welding, cutting, painting, finishing and packing. It also provides fully

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engineered
systems to automobile manufacturers for press automation, paint process automation, body in white assembly and power train assembly. The division also provides a full range of robotics
services, from product and system maintenance to system design. The division had approximately 5,300 employees as of December 31, 2008 and generated $1.6 billion of revenues in 2008. The
Robotics division's manufacturing and research and development locations are organized globally, with major centers in China, the United States, Sweden, Norway and France.



The Robotics division offers robot products, systems and service for the automotive manufacturers and their sub-suppliers
as well as general manufacturing industries, to improve product quality, productivity and consistency in manufacturing processes. Robots are also used in inhospitable environments which may be
hazardous to employee health and safety, such as repetitive lifting, cold rooms or painting booths.

In
the automotive industry, the division's 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 & beverage, chemicals & pharmaceuticals to consumer electronics, solar and
wood. Typical general industry applications include welding, material handling, painting, picking, packing and palletizing.

Shortened
product life cycles and rapidly changing consumer preferences have brought new challenges to our robotics customers. They must be able to adapt their production lines to
increasingly frequent changes in product design. At the same time, they have to continuously deliver their products faster and at higher quality standards. Furthermore, constant price pressure
requires them to decrease production costs by improving manufacturing processes. Robots and robotics systems continue to play a key role in our customers' ability to adapt to their rapidly-changing
business environment.

Our
services include design and project management, engineering, installation, training and life-cycle care of the complete production line.



The Robotics division's end customers are primarily companies in the automotive and manufacturing industries. We sell to these
customers through both direct and indirect sales forces. Our third-party channels include distributors, system integrators, OEMs and machine builders.



Sales are made through both direct and indirect sales forces and third-party channel partners, such as distributors, system
integrators, OEMs and machine builders. The proportion of direct sales compared to indirect sales varies among the different industries, product technologies and geographic markets. Sales from
the systems and service businesses are made almost entirely through direct sales forces.



The Robotics division's principal competitors vary by product and system but major competitors include Fanuc Robotics Inc., Kuka
Robot Group, Yaskawa Electric Corporation, Dürr AG, Kawasaki Robotics and Stäubli AG, as well as a growing base of small and medium-sized system integrators.



The Robotics division's capital expenditures for property, plant and equipment were $28 million in 2008, compared to
$14 million in both 2007 and in 2006, respectively. Geographically, in 2008, Europe

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accounted
for 43 percent of the capital expenditure, followed by 33 percent in Asia, 23 percent in the Americas and 1 percent in Middle East and Africa.

DISCONTINUED OPERATIONS

Overview

The following businesses and costs are included in our Consolidated Financial Statements as discontinued operations at
December 31, 2008, 2007 and 2006:



See
"Note 3 Acquisitions, divestments and discontinued operations" to the Consolidated Financial Statements for additional information.

CAPITAL EXPENDITURES

Total capital expenditures for property, plant and equipment including intangible assets amounted to $1,171 million,
$756 million and $536 million in 2008, 2007 and 2006, respectively. Compared to the depreciation expenses, capital expenditures were 77 percent higher in 2008, 27 percent
higher in 2007 and 3 percent lower in 2006.

Due
to the current geographic distribution of our production facilities, capital expenditures in 2008 remained at a significant level in western Europe and the United States. Investments
for capital expenditures in western Europe were primarily driven by maintenance and upgrades of existing production facilities to improve productivity, mainly in Sweden, Germany and Switzerland.
Capital expenditures in emerging markets increased significantly in 2008, particularly in China, India, Poland and Mexico. Investments in capital expenditures in emerging markets were mostly made to
expand or build new facilities to increase the production capacity, as a result of the rapid growth in these geographical markets. The share of emerging market capital expenditure as a percentage of
total capital expenditure increased from 37 percent in 2007 to 43 percent in 2008.

The
carrying value of property, plant and equipment sold amounted to $50 million, $30 million and $54 million in 2008, 2007 and 2006, respectively. Of the total
sales of property, plant and equipment in 2008, the majority related to real estate properties in Switzerland, Mexico, Poland and Italy. Of the total sales of property, plant and equipment in 2007, a
significant portion was related to real estate properties in Norway, Sweden and Italy. In 2006, the sale of property, plant and equipment was mostly related to real estate properties, primarily in
Switzerland and Germany.

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Construction in progress for property, plant and equipment at December 31, 2008 was $534 million, which mainly related to construction projects in
Sweden, the United States, Switzerland, China and Germany. Construction in progress for property, plant and equipment at December 31, 2007 was $285 million, mainly in Sweden, the United
States, China, India, Switzerland and Germany. At December 31, 2006, the amount of construction in progress was $173 million, mainly in Germany, Finland, China, Sweden and Switzerland.

In
2009, we plan to reduce our capital expenditures, but estimate the amount to be higher than our annual depreciation and amortization charge. We anticipate higher investments in Asia
and relatively lower capital spending in Europe.

SUPPLIES AND RAW MATERIALS

We purchase a variety of raw materials for use in our production and project execution processes. The primary materials used in our
products, by weight, are steel, copper, aluminum, mineral oil and various plastics. We also purchase a wide variety of fabricated products and electronic components.

We
operate a worldwide supply chain management network with employees dedicated to this function in business units and key countries. Additionally, over twenty global commodity teams
have been established to take advantage of opportunities to leverage the scale of the ABB Group, to optimize the efficiency of our supply networks, and to capture lowest possible costs worldwide.

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



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

We
mitigate our exposure to commodity risk arising from changes in prices of raw materials by entering into hedges. For example, we manage copper and aluminum price risk using swap and
forward contracts based on London Metal Exchange prices or on New York Mercantile Exchange prices for these commodities. Our hedging policy is designed to minimize price volatility and create a stable
cost base for the ABB Group. Hedging has the effect of minimizing the unfavorable impact of price
increases in commodities, but it also limits the favorable impact of decreasing prices. Certain gains and losses derived from our commodity hedging transactions are deferred and reflected in the cost
of goods sold when the underlying physical transaction affects cost of goods sold. 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.

Our
costs for most of our electronic components, subassemblies and fabricated products remained stable, or in many cases decreased slightly, in 2008 compared to 2007. Procurement
personnel in the

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business
units, and in the countries in which ABB operates, along with the global commodities teams, continued to focus on component cost reduction efforts in these areas to partially mitigate the
impact of the cost increases in raw materials.

PATENTS AND TRADEMARKS

We believe that intellectual property is as important as tangible assets for a technology group such as ABB. Over the past ten years,
we have almost doubled our total number of first patent filings, and we intend to continue our aggressive approach to seeking patent protection. Currently, we have over 16,000 patent applications and
registrations, of which approximately 7,400 are pending applications. In 2008, we filed patent applications for approximately 620 new inventions. Based on our existing intellectual property strategy,
we believe that we have adequate control over our core technologies. The "ABB" trademarks and logo are protected in all of the countries in which we operate. We aggressively defend the reputation
associated with the ABB brand.

SUSTAINABILITY ACTIVITIES

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

Our
social and environmental efforts include:



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. Almost all such sites currently work in compliance with the requirements of the standard (approximately 350 sites) and our environmental management program now covers operations in almost 50
countries. For non-manufacturing sites we have implemented an adapted environmental management system in order to ensure management of aspects and continual improvement of performance.

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,

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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 70 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.

We
have expanded the scope of our environmental reporting in recent years. In 2008, a total of 85 percent of our employees were covered by confirmed data gathered through ABB's
formal environmental reporting system that is verified by an independent verification body. The parts of our business that are not yet covered by our reporting system, mainly sales offices in
countries where we do not perform manufacturing, have very limited environmental exposure. A total of 4 environmental incidents were reported in 2008, none of which had a material environmental
impact.

In
2008, a total of 93 percent of employees are covered by confirmed data gathered through ABB's formal social reporting system that is verified by an independent verification
body. The parts of our business that are not yet covered by our reporting system, mainly sales offices in countries where we do not perform manufacturing, have very limited social exposure.

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

We
have retained liability for environmental remediation costs at two sites in the United States that were operated by our former nuclear business, which we have sold to BNFL. The
primary environmental liabilities associated with these sites relate to the costs of remediating radiological contamination upon decommissioning the facilities. See "Note 15 Commitments and
contingencies" to our Consolidated Financial Statements.

REGULATION

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

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

Our
operations are also subject to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, as implemented by the 34 signatory
countries. The convention obliges signatories to adopt national legislation that makes it a crime to bribe foreign public officials. As of December 31, 2008, 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 to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, antitrust laws or other laws or regulations. These actions have resulted and could result in monetary or other penalties against us and could damage our reputation
and, therefore, our ability to do business. For more information, see "Item 8. Financial InformationLegal Proceedings."

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SIGNIFICANT SUBSIDIARIES

ABB Ltd, Zurich, Switzerland is the ultimate parent company of the ABB Group, which is comprised of 254 consolidated operating
and holding subsidiaries worldwide, as of February 28, 2009. In addition to ABB Ltd Zurich, the only other listed company in the ABB Group is ABB Limited, India, which is listed on the
Bombay Stock Exchange and the National Stock Exchange in India.

The
following table sets forth, as of February 28, 2009, the name, country of incorporation and ownership interest of ABB Ltd in its significant subsidiaries:

Company Name

Country

ABB Group
Interest %ABB S.A., Buenos Aires

ARGENTINA


100.00ABB Australia Pty Limited, Sydney

AUSTRALIA


100.00ABB AG, Vienna

AUSTRIA


100.00ABB N.V., Zaventem

BELGIUM


100.00ABB Ltda., Osasco

BRAZIL


100.00ABB Bulgaria EOOD, Sofia

BULGARIA


100.00ABB Inc., St. Laurent, Quebec

CANADA


100.00ABB (China) Ltd., Beijing

CHINA


100.00Asea Brown Boveri Ltda., Bogotá

COLOMBIA


99.99ABB Technology SA, Abidjan

COTE D'IVOIRE


99.00ABB Ltd., Zagreb

CROATIA


100.00ABB s.r.o., Prague

CZECH REPUBLIC


100.00ABB A/S, Skovlunde

DENMARK


100.00ABB Ecuador S.A., Quito

ECUADOR


96.87Asea Brown Boveri S.A.E., Cairo

EGYPT


100.00ABB AS, Tallinn

ESTONIA


100.00ABB Oy, Helsinki

FINLAND


100.00ABB S.A., Rueil-Malmaison

FRANCE


100.00ABB AG, Mannheim

GERMANY


100.00ABB Automation GmbH, Mannheim

GERMANY


100.00ABB Automation Products GmbH, Ladenburg

GERMANY


100.00ABB Beteiligungs- und Verwaltungsges. mbH, Mannheim

GERMANY


100.00ABB Stotz-Kontakt GmbH, Heidelberg

GERMANY


100.00Busch-Jaeger Elektro GmbH, Mannheim/Lüdenscheid

GERMANY


100.00Asea Brown Boveri S.A., Metamorphossis Attica

GREECE


100.00ABB (Hong Kong) Ltd., Hong Kong

HONG KONG


100.00ABB Engineering Trading and Service Ltd., Budapest

HUNGARY


100.00ABB Limited, Bangalore

INDIA


52.11ABB Ltd, Dublin

IRELAND


100.00ABB Technologies Ltd., Tirat Carmel

ISRAEL


99.99ABB S.p.A., Milan

ITALY


100.00ABB K.K., Tokyo

JAPAN


100.00ABB Ltd., Seoul

KOREA, REPUBLIC OF


100.00ABB Holdings Sdn. Bhd., Subang Jaya

MALAYSIA


100.00Asea Brown Boveri S.A. de C.V., Tlalnepantla

MEXICO


100.00ABB BV, Rotterdam

NETHERLANDS


100.00ABB Finance B.V., Amsterdam

NETHERLANDS


100.00ABB Holdings BV, Amsterdam

NETHERLANDS


100.00ABB Limited, Auckland

NEW ZEALAND


100.00ABB Holding AS, Billingstad

NORWAY


100.00ABB S.A., Lima

PERU


80.60ABB, Inc., Paranaque, Metro Manila

PHILIPPINES


100.00ABB Sp. zo.o., Warsaw

POLAND


99.88ABB (Asea Brown Boveri), S.A., Paco de Arcos

PORTUGAL


100.00


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Company Name

Country

ABB Group
Interest %Asea Brown Boveri Ltd., Moscow

RUSSIAN FEDERATION


100.00ABB Contracting Company Ltd., Riyadh

SAUDI ARABIA


65.00ABB Holdings Pte. Ltd., Singapore

SINGAPORE


100.00ABB Holdings (Pty) Ltd., Sunninghill

SOUTH AFRICA


80.00Asea Brown Boveri S.A., Madrid

SPAIN


100.00ABB AB, Västerås

SWEDEN


100.00ABB Norden Holding AB, Västerås

SWEDEN


100.00ABB Asea Brown Boveri Ltd, Zurich

SWITZERLAND


100.00ABB Schweiz AG, Baden

SWITZERLAND


100.00ABB LIMITED, Bangkok

THAILAND


100.00ABB Holding A.S., Istanbul

TURKEY


99.95ABB Ltd., Kiev

UKRAINE


100.00ABB Holdings Limited, Warrington

UNITED KINGDOM


100.00ABB Limited, Warrington

UNITED KINGDOM


100.00ABB Holdings Inc., Norwalk

UNITED STATES


100.00ABB Inc., Norwalk CT

UNITED STATES


100.00Asea Brown Boveri S.A., Caracas

VENEZUELA


100.00


DESCRIPTION OF PROPERTY

As of December 31, 2008, the ABB Group owns or leases real estate in approximately 100 countries throughout the world. The
facilities consist mainly of manufacturing plants, office buildings, research centers and warehouses. A substantial portion of our production and development facilities are situated in Germany,
Sweden, the United States, Switzerland, China, Finland, India and Italy. 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 as of December 31, 2008 was $3,562 million, of which machinery and equipment represented $1,467 million, land
and buildings represented $1,561 million and construction in progress of $534 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

You should read the following discussion of our financial condition and results of operations in conjunction
with our Consolidated Financial Statements and the related notes and other financial information contained elsewhere in this annual report. This discussion contains forward-looking statements that
involve risks and uncertainties, including those discussed in "Item 3. Key InformationRisk Factors." See "Forward-looking statements" at the beginning of this annual
report.

MANAGEMENT OVERVIEW

During 2008, we continued to focus on our core strengths: power and automation products, systems and services that increase grid
reliability and industrial productivity and result in significant energy savings.

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Despite
uncertainties surrounding the economic situation especially in the second half of 2008, we have continued to benefit from our technological leadership, our flexible global
production base and the operational improvements we continue to make in our businesses. Our strategy continues to focus on business execution, cost and risk management and organic growth, which
continue to enable improvements in operating performance with stronger financial results in our businesses.

Our
efforts for 2008 were aimed at three key areas: Strategy, Execution and People.

Strategy

We believe our strategy in 2008 remained sound. Our businesses supported both growth and profitability as a result of their leading
market positions and competitive technologies. Furthermore, our global geographic scope has provided us with strong positions in Asiawith particular focus on China and
Indiaand the Middle East, and we have continued to serve established, mature markets in Europe and North America.

Execution

Execution continued to be our top priority. We have maintained in 2008 attractive organic growth through our range of technologies and
superior service. We continued to improve our gross profit margins through cost control, productivity improvements and risk control in all of our divisions. Our execution framework has centered around
our business processes, regular business and project reviews, a flat organizational structure and a focus on compliance.

People

During 2008 we continued to build on our strong foundation as an attractive, dynamic global employer. We focused on retaining and
recruiting quality people for our growth areas. Together with our zero tolerance policy, we continued to implement our Code of Conduct through employee education programs focusing on values,
leadership and business ethics.

Outlook

Given the disruption of the global financial system and the economic downturn it entailed, the outlook for 2009 remains uncertain.

We
believe that the increased cost of capital and the scarcity of funding that started to delay many investment decisions in the fourth quarter of 2008, will continue for some time in
the future and consequently contribute to weakening industrial and construction-related demand.

At
the same time, we expect the need in the global market for power transmission and distribution infrastructure, both in terms of equipment replacement and new projects, to remain
essentially unchanged in 2009. In addition, we believe governments may leverage infrastructure investments in the energy sector to stimulate the economy. There are political commitments in the EU, the
U.S, and Asia to increase the share of renewable energy sources, which could spur activity in the sector.

However,
given the overall uncertainty in the global markets, we are unable to forecast when the various government stimulus programs will take effect or when the availability of funding
will improve.

Therefore,
our priority for 2009 will be to ensure that we have the flexibility to respond quickly to changing market conditions. For this purpose, we have initiated a program to be
completed by the end of 2010 to sustainably reduce our cost base. In February 2009, we reaffirmed our targets for 2011. We intend to take advantage of our global footprint, our strong balance sheet
and our leading technologies to further strengthen our competitive position.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

General

We prepare our Consolidated Financial Statements in accordance with United States generally accepted accounting principles
(U.S. GAAP).

The
preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related
disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including, but not limited to, those related to: costs expected to be incurred to complete projects;
costs of product guarantees and warranties; provisions for bad debts; recoverability of inventories, investments, fixed assets, goodwill and other intangible assets; 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.

Revenues and cost of sales recognition

We generally recognize revenues when persuasive evidence of an arrangement exists to sell products and/or services, the price is fixed
or determinable, collectibility is reasonably assured and upon transfer of title, including the risks and rewards of ownership, or upon the rendering of services.

Revenues
under long-term contracts are recognized using the percentage-of-completion method of accounting pursuant to Statement of
Position 81-1,Accounting for Performance of Construction-Type and Certain Production-Type Contracts(SOP 81-1). We principally use the cost-to-cost or delivery events method to measure progress towards completion on contracts. Management determines the
method used by type of contract based on its judgment as to which method best measures progress towards completion on contracts.

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



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Changes
in our initial assumptions, which we review on a regular basis between balance sheet dates, may result in revisions to estimated costs, current earnings and anticipated earnings.
We recognize these changes in the period in which the changes in estimates are determined. By recognizing 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 contracts for which reasonably dependable estimates cannot be made or for which inherent hazards
make estimates doubtful are accounted for under the completed-contract method as required by SOP 81-1. Revenues under the completed-contract method are recognized upon substantial
completion that is acceptance by the customer, compliance with performance specifications demonstrated in a factory acceptance test or similar event.

When
multiple elements, such as products and services, are contained in a single arrangement or in related arrangements with the same customer, we allocate revenue to each element based
on its relative fair value or according to the residual method should no evidence for the fair value of the delivered item be available, provided that such element meets the criteria for treatment as
a separate unit of accounting. The allocation of the sales price between delivered elements and undelivered elements might affect the amount of revenue recorded in certain periods, but would not
change the total revenue recognized on the contract.

Unless
the percentage-of-completion or completed contract method applies, revenues from contracts that contain customer acceptance provisions are deferred, in
whole or in part, until customer acceptance occurs, or we have demonstrated the customer-specified objective criteria are satisfied or the contractual acceptance period has lapsed.

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

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

Contingencies

As more fully described in the section below entitled "Environmental liabilities", in "Item 8. Financial
InformationLegal Proceedings" and in "Note 15 Commitments and contingencies" to our Consolidated Financial Statements, we are subject to proceedings, litigation or threatened
litigation and other claims and inquiries related to environmental, labor, product, regulatory and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these
matters, as well as potential ranges of probable losses. A determination of the provision required, if any, for these

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

We
provide for anticipated costs for warranties when we recognize revenues on the related products or contracts. Warranty costs include calculated costs arising from imperfections in
design, material and workmanship in our products. Although we generally make assessments on an overall, statistical basis, we make individual assessments on contracts with risks resulting from
order-specific conditions or guarantees. 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
the scope of Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations(SFAS 143). 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.

Pension and postretirement benefits

As more fully described in "Note 17 Employee benefits" to our Consolidated Financial Statements, we operate pension plans that
cover a large percentage of our employees. 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 and expected return on plan assets. Under U.S. GAAP, we are required to consider current market conditions in making these assumptions. In
particular, the discount rates are reviewed annually based on changes in long-term, highly rated corporate bond yields. Decreases in the discount rates result in an increase in the
projected benefit obligation to employees (PBO) and in pension costs. Conversely, an increase in the discount rates results in a decrease in the projected benefit obligation and in pension costs. The
mortality assumptions are reviewed annually by the Company. Decreases in mortality rates result in an increase in the projected benefit obligation and in pension costs. Conversely, an increase in
mortality rates result in a decrease in the projected benefit obligation 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 pension plans by approximately
$210 million, while a 0.25 percentage point increase in the discount rate would have decreased the PBO related to our pension plans by approximately $199 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

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increase
or decrease of 0.5 percent in the expected long-term rate of asset return would have decreased or increased, respectively, the net periodic benefit cost in 2008 by
approximately $44 million.

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

The
funded status, which can increase or decrease based on the performance of the financial markets or changes in our assumptions regarding rates, does not represent a mandatory
short-term cash obligation. Instead, the funded status of a pension plan is the difference
between the PBO and the fair value of the plan assets. The funded status of our pension plans as of December 31, 2008 was $710 underfunded compared to an overfunding as of December 31,
2007, of $22 million. Our other postretirement plans were underfunded by $207 million and $215 million at December 31, 2008 and 2007, 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 9.82 percent per annum for 2009, gradually declining to 4.97 percent per annum by 2017 and to remain
at that level thereafter.

Taxes

In preparing our Consolidated Financial Statements, we are required to estimate income taxes in each of the jurisdictions in which we
operate. 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 taxes are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.
We recognize a deferred tax asset when it is more likely than not that the asset will be realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance
based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. To the extent we increase or decrease this allowance in a
period, we recognize the change in the allowance within provision for taxes in the Consolidated Income Statements unless the change relates to discontinued operations, in which case the change is
recorded in income (loss) from discontinued operations, net of tax. Unforeseen changes in tax rates and tax laws, as well as differences in the projected taxable income as compared to the actual
taxable income, may affect these estimates.

We
operate in numerous tax jurisdictions and, as a result, are regularly subject to audit by tax authorities. We provide for tax contingencies, including potential tax audits, on the
basis of the technical merits of the contingency, including applicable tax law, Organisation for Economic Co-operation and Development (OECD) guidelines and our best knowledge of the facts
and circumstances. 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.

Financial
Accounting Standards Board Interpretation No. 48,Accounting for Uncertainty in Income Taxes(FIN 48) requires
that an estimated loss from a tax contingency be accrued as a charge to income if it is more likely than not that an asset has been impaired or a liability has been incurred and the amount of the loss
can be reasonably estimated. The required amount of provisions for contingencies of any type may change in the future due to new developments.

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Goodwill and other intangible assets

We review goodwill for impairment annually as of October 1, and additionally whenever events or changes in circumstances
indicate the carrying value may not be recoverable in accordance with SFAS No. 142, Goodwill and Other Intangible Assets(SFAS 142).
SFAS 142 requires that a two-step impairment test be performed on goodwill. In the first step, we compare the fair value of each reporting unit to its carrying value. Our reporting
units represent the reportable segments identified in "Note 22 Operating segment and geographic data" to our Consolidated Financial Statements, except in our Power Products and Process
Automation divisions where our reporting units are represented by the level below these reportable segments. We use a discounted cash flow model to determine the fair value of reporting units, unless
there is a readily determinable fair market value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further
testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we perform the second step to determine the implied fair
value of the reporting unit's goodwill and compare it to the carrying value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then
we record an impairment loss equal to the difference.

We
review intangible assets in accordance with SFAS 144 and accordingly test for impairment upon the occurrence of certain triggering events, such as a decision to divest a
business or projected losses of an entity.

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

We
record any related impairment charge in other income (expense), net, in our Consolidated Income Statements, unless it is related to a discontinued operation, in which case the charge
is recorded in income (loss) 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 area focuses on developing and
commercializing the core technologies of our businesses that are of strategic importance to our future growth. In 2008, 2007 and 2006, we invested $1,027 million, $871 million and
$758 million, respectively, or approximately 2.9 percent, 3.0 percent, and 3.3 percent of annual consolidated revenues, respectively, on research and development
activities. We also had expenditures of $214 million, $302 million and $319 million, respectively, or approximately 0.6 percent, 1.0 percent and 1.4 percent,
respectively, of annual consolidated revenues in 2008, 2007 and 2006, 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

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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 future technology platforms for technology applications in our automation and power
businesses in our Group research and development labs, which operate on a global basis. Through active management of our investment in research and development, we seek to maintain a balance between
short-term and long-term research and development programs and optimize our return on investment.

Our
research and development strategy focuses on three objectives:



Universities
are the incubators of future technology, and a central task of our research and development team is to transform university research into industry-ready technology
platforms. We collaborate with a number of universities and research institutions to build research networks and foster new technologies. We believe these collaborations shorten the amount of time
required to turn basic ideas into viable products, and they additionally help us recruit and train new personnel. We have built more than 50 university partnerships in the U.S., Europe and Asia,
including long-term, strategic relationships with institutions such as Stanford University, the Massachusetts Institute of Technology, Carnegie Mellon University, Cambridge University, ETH
Zurich or 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.

Group
research and development is carried out in two global laboratories for power and automation technologies, combining research units in the U.S., Europe and Asia. The cultural
diversity and closeness to our customers and the world's best universities create a breeding ground for success. We continue to expand our research and development activities in India and China,
reflecting our growth strategy in Asia. Our corporate research center in Bangalore, India focuses on software research and develops platforms for both automation and power technologies. In China,
research and development activity is focused on power transmission and distribution, manufacturing and robotics. It is centered in
Beijing and Shanghai, where our researchers are in close contact with Chinese universities and customers.

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ACQUISITIONS, INVESTMENTS AND DIVESTITURES

Acquisitions and investments

During 2008, 2007 and 2006, we invested $653 million, $54 million and $3 million in 12, 14 and 11 new businesses,
joint ventures or affiliated companies, respectively.

Acquisitions in 2008

On August 25, 2008, ABB completed the acquisition of Kuhlman Electric Corporation (Kuhlman), a U.S. based transformer company.
The acquisition was integrated into our Power Products division in north America and complements both our product range and geographical presence. Kuhlman manufactures a wide range of
high-quality transformers for the industrial and electric utility sectors and has a strong reputation for innovative products and solid, long-term customer relationships. The
estimated purchase price, including assumed debt, was $520 million (including $5 million cash acquired). The preliminary purchase price allocation resulted in $114 million
intangible assets subject to amortization and $400 million in goodwill, recorded in our Consolidated Balance Sheet at December 31, 2008.

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

Divestitures of businesses, joint ventures and affiliated companies

In 2008, 2007 and 2006, we received cash, net of cash disposed, from sales of businesses, joint ventures and affiliated companies of
$46 million, $1,142 million and $27 million, respectively. In relation to transactions included in continuing operations, we recognized gains in 2008, 2007 and 2006, within other
income (expense), net, of $24 million, $11 million and $3 million, respectively. We also recognized gain (loss) from dispositions, net of tax in 2008, 2007 and 2006, within income
(loss) from discontinued operations, net of tax, of $9 million, $530 million and $(83) million, respectively. The divestment of these businesses is discussed separately below under
"Divestitures in 2008", "Divestitures in 2007" and "Divestitures in 2006". All revenues and income reported in the year of sale are through the date of divestment.

Divestitures in 2008

During the first quarter of 2008, we sold our 50 percent stake in the shares of ABB Powertech Transformers, located in South
Africa, to Powertech, a wholly-owned subsidiary of the Altron Group at a gain of $11 million. This business was part of our Power Products division prior to being reclassified to discontinued
operations. The Transformer business in South Africa had revenues of $29 million, $167 million and $146 million for the years ended December 31, 2008, 2007 and 2006,
respectively. Income for 2008, 2007 and 2006 was $2 million, $15 million and $16 million, respectively, recorded in income (loss) from discontinued operations, net of tax.

Divestitures in 2007

In November 2007, we completed the sale of Lummus Global (Lummus) to Chicago Bridge & Iron Company (CB&I) and received net cash
proceeds of approximately $810 million. Lummus had revenues of $870 million and $985 million for the years ended December 31, 2007 and 2006, respectively. Income for 2007
and 2006 was $9 million in each year and we had a gain on sale of $530 million, all recorded in income (loss) from discontinued operations, net of tax. In 2008, we recorded certain
adjustments that reduced the gain on sale by $5 million.

In
April 2007, we completed the sale of our Building Systems business in Germany, which was reported in discontinued operations. The business had revenues of $47 million and
$286 million for the

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years
ended December 31, 2007 and 2006, respectively. Losses for 2007 and 2006 were $2 million and $65 million, respectively, recorded in income (loss) from discontinued
operations, net of tax. Of the loss reported for 2006, $67 million was an impairment charge based upon the proceeds which were expected from the sale of the business.

In
May 2007, we completed the sale of our stake in Jorf Lasfar Energy Company S.C.A. (Jorf Lasfar), a power plant based in Morocco and our stake in S.T.CMS Electric Company Private
Limited (Neyveli), a power plant in India. Our share of the pre-tax earnings of Jorf Lasfar was $21 million and $67 million for the years ended December 31, 2007 and
2006, respectively. Our share of the pre-tax earnings of Neyveli for the years ended December 31, 2007 and 2006 was $4 million and $9 million, respectively. The sale
of these investments resulted in a gain of approximately $38 million which was included in continuing operations. In 2008, we recorded adjustments to the gain on sale of $16 million
related to the favorable outcome on an outstanding tax case.

In
2007, we sold our Power Lines businesses in Brazil and Mexico for a sales price of $20 million and a gain of $0 million. These businesses had revenues of
$39 million and $80 million and losses of $3 million and $4 million for the years ended December 31, 2007 and 2006, respectively. The losses were recorded in income
(loss) from discontinued operations, net of tax.

Divestitures in 2006

In December 2006, we sold our Cable business in Ireland. The business had revenues of $95 million and losses of
$48 million for the year ended December 31, 2006. The loss was recorded in income (loss) from discontinued operations, net of tax. The majority of the $48 million loss reported in
2006 related to the sale of the business.

In
2006, we sold our Power Lines businesses in Venezuela and South Africa. These businesses had revenues of $8 million and a loss of $1 million for the year ended
December 31, 2006. The loss was recorded in income (loss) from discontinued operations, net of tax.

EXCHANGE RATES

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



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

Increases
and decreases in the value of the USD against other currencies will affect the reported results of operations in our Consolidated Income Statements and the value of certain of
our assets and liabilities in our Consolidated Balance Sheets, even if our results of operations or the value of those assets and liabilities have not changed in their original currency. Because of
the impact foreign exchange rates have on our reported results of operations and the reported value of our assets and liabilities, changes in foreign exchange rates could significantly affect the
comparability of our reported results of operations between periods and result in significant changes to the reported value of our assets, liabilities and shareholders' equity, as has been the case
during the period from 2006 through 2008.

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While
we operate globally and report our financial results in USD, because of the location of our significant operations and because our corporate headquarters are in Switzerland,
exchange rate movements between the USD and both the euro (EUR) and the Swiss francs (CHF) are of particular importance to us.

The
exchange rates between the USD and the EUR and the USD and the CHF at December 31, 2008, 2007 and 2006, were as follows:

Exchange rates into $

2008

2007

2006EUR 1.00


1.40


1.47


1.32CHF 1.00


0.94


0.89


0.82


The
average exchange rates between the USD and the EUR and the USD and the CHF for the years ended December 31, 2008, 2007 and 2006, were as follows:

Exchange rates into $

2008

2007

2006EUR 1.00


1.47


1.37


1.25CHF 1.00


0.93


0.84


0.80


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

In
2008, approximately 88 percent of our consolidated revenues were reported in currencies other than USD. Of that amount, the following percentages were reported in the following
currencies:



In
2008, approximately 90 percent of our cost of sales and selling, general and administrative expenses were reported in currencies other than USD. Of that amount, the following
percentages were reported in the following currencies:



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
reside. 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.

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

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

ORDERS

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

The
undiscounted value of revenues we expect to generate from our orders at any point in time is represented by our order backlog. Approximately 16 percent of the value of total
orders we recorded in 2008 were "large orders," which we define as orders from third parties involving a value of at least $15 million for products or services. Approximately 46 percent
of the large orders in 2008 were recorded by our Power Systems division and 32 percent in our Process Automation division. The Power Products, Automation Products and Robotics divisions account
for the remainder of the total large orders recorded during 2008. The remaining portion of total orders recorded in 2008 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.

The
near-term outlook is highly uncertain due to the volatility of key drivers such as economic growth and costs of raw materials. The impact of the slow or declining global
economy has caused a decrease in the demand for total orders, particularly in large orders relating to the timing of projects awarded and lack of funding. It is still uncertain how the global economy
will develop throughout 2009;

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however,
we believe our portfolio of products and services is well-balanced both geographically and in terms of product diversity. Beyond the near-term market uncertainties, we
anticipate the need for more energy efficient products to remain stable in the course of a continued economic downturn as industrial customers address their need for productivity improvements in the
face of low-cost competition.

PERFORMANCE MEASURES

We evaluate the performance of our divisions primarily based on orders received, revenues, earnings before interest and taxes (EBIT)
and EBIT as a percentage of revenues (EBIT margin). EBIT is the amount resulting from the subtraction of our cost of sales, selling, general and administrative expenses and other income (expense),
net, from our revenues.

ANALYSIS OF RESULTS OF OPERATIONS

Our consolidated results form operations were as follows:

Year ended December 31,2008

2007

2006($ in millions, except per share data in $)Orders


38,282


34,348


27,048Order backlog(1)


23,837


22,715


15,829Revenues


34,912


29,183


23,281Cost of sales


(23,972
)

(20,215
)

(16,537
)Gross profit


10,940


8,968


6,744Selling, general and administrative expenses


(5,822
)

(4,975
)

(4,326
)Other income (expense), net


(566
)

30


139Earnings before interest and taxes


4,552


4,023


2,557Net interest and other finance expenses


(34
)

(13
)

(160
)Provision for taxes


(1,119
)

(595
)

(686
)Minority interest


(260
)

(244
)

(179
)Income from continuing operations


3,139


3,171


1,532Income (loss) from discontinued operations, net of tax


(21
)

586


(142
)Net income


3,118


3,757


1,390Basic earnings (loss) per share:Income from continuing operations


1.37


1.40


0.72Income (loss) from discontinued operations, net of tax


(0.01
)

0.26


(0.07
)Net income


1.36


1.66


0.65Diluted earnings (loss) per share:Income from continuing operations


1.37


1.38


0.69Income (loss) from discontinued operations, net of tax


(0.01
)

0.25


(0.06
)Net income


1.36


1.63


0.63


---

A more detailed discussion of the orders, revenues and EBIT for our individual divisions and other businesses follows in the sections below
entitled "Power Products," "Power Systems," "Automation Products," "Process Automation," "Robotics" and "Corporate and Other." Orders and revenues of our core divisions include interdivisional
transactions which are eliminated in the Corporate and Other line.

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Orders

Year ended December 31,2008

2007

2006($ in millions)Power Products


13,627


11,320


8,572Power Systems


7,408


7,744


5,733Automation Products


10,872


9,314


7,706Process Automation


8,657


7,935


6,550Robotics


1,658


1,488


1,240Core divisions


42,222


37,801


29,801Corporate and Other(1)


(3,940
)

(3,453
)

(2,753
)Total


38,282


34,348


27,048






Total orders in 2008 increased by 11 percent (7 percent in local currencies). Demand for power transmission and distribution
products and energy-efficient industrial equipment was strong in most markets during the first half of 2008 but weakened in the last few months of the year due to the global economic crisis. Orders in
our Power Products division grew 20 percent (15 percent in local currencies), as demand for Transformers, High Voltage (HV) Products and Medium Voltage (MV) Products remained solid
particularly in the first half of 2008. Orders in our Power Systems division decreased 4 percent (8 percent in local currencies), primarily the result of a lower volume of large orders
in the utilities sector compared to the prior year due to the timing of project awards. Orders in our Automation Products division rose 17 percent (11 percent in local currencies),
benefiting from higher investments in the industrial sector as customers in this market looked for energy-efficient technologies to improve productivity. Our Process Automation division recorded an
increase in orders of 9 percent (4 percent in local currencies), backed by higher demand in the marine, metal and turbocharging sectors. Orders in our Robotics division increased
11 percent (5 percent in local currencies) reflecting higher demand particularly in the Robot Automation and Systems businesses. In our Power Products and Automation Products divisions,
order growth was also driven by sale price increases to offset higher raw material costs.

Large
orders in 2008 increased by 5 percent (flat in local currencies) to $5,984 million, compared to the 57 percent increase (47 percent in local currencies)
reported in 2007. The relative share of large orders compared to the total orders decreased from 17 percent in 2007 to 16 percent in 2008.

Total
orders in 2007 increased by 27 percent (19 percent in local currencies). This strong growth was driven by high demand for power products and systems required to
install new power infrastructure to expand or refurbish existing facilities in order to improve energy efficiency. Demand for more energy-efficient technologies and the need for capacity expansions to
improve productivity also grew in most industrial sectors during 2007. All divisions benefited from favorable market conditions in 2007, resulting in the increase of both base and large orders.

In
2007, orders in the Power Products division grew 32 percent (25 percent in local currencies), supported by strong demand for Transformers and High Voltage Products and
to a lesser extent Medium Voltage Products. Orders in the Power Systems division increased 35 percent (26 percent in local currencies), as it obtained a few very large grid system and
substation projects during 2007. Orders in the Automation Products division rose 21 percent (13 percent in local currencies), benefiting from investments by industrial customers in
efficiency improvements due to higher raw material and energy costs. The Process Automation division recorded a 21 percent increase (13 percent in local currencies) in orders, backed by
strong demand in the metals, minerals and marine sectors. Orders in the Robotics division grew 20 percent (13 percent in local currencies), reflecting the positive trend in general
industry, particularly in the electronics, food processing and packaging sectors, amid continued

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weak
demand in the automotive industry. In our Power Products and Automation Products divisions, order growth was also driven by sale price increases to offset higher raw material costs.

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 approximately as follows:

Year ended December 31,2008

2007

2006($ in millions)Europe


16,633


15,655


12,124The Americas


7,235


6,013


5,064Asia


10,242


9,186


6,504Middle East and Africa


4,172


3,494


3,356Total


38,282


34,348


27,048


Orders
from the Americas increased 20 percent (19 percent in local currencies) backed by strong demand in the U.S., Canada, Mexico, Brazil and Argentina.
Orders in this region grew in all divisions except Robotics. Higher investments to install new power infrastructure and increased spending by industrial customers to improve production capacity in
growing economies, particularly Korea, China and Singapore, contributed to the increase in orders in the Asian market which reported 11 percent (7 percent in local currencies) growth.
Orders in this region increased strongly in all divisions except Power Systems in which orders decreased due to a lower volume of large orders. Orders in Europe increased 6 percent (decreased
1 percent in local currencies). Orders from Finland, Spain, Turkey, Iceland and Sweden were up significantly. However, orders in Germany and United Kingdom were substantially lower. Orders of a
similar size as the offshore windfarm project in Germany and the cable order to connect the United Kingdom with the Netherlands with values of approximately $400 million and
$350 million, respectively, were not received in 2008. Orders in MEA markets increased 19 percent (17 percent in local currencies) driven by higher investments for new
infrastructures in the utility and industrial sectors. A strong increase in orders in the MEA region in 2008 was attributable to the higher demand in Saudi Arabia, United Arab Emirates (UAE), South
Africa and the Republic of Congo.

The
share of orders from Europe remained the largest at 43 percent, although lower than the 46 percent share reported last year. The share of orders from Asia is unchanged
at 27 percent. The share of orders from the Americas increased by 2 percentage points in 2008 to 19 percent, while MEA increased its share to 11 percent from
10 percent last year.

In
2007, orders from Europe increased by 29 percent (19 percent in local currencies), boosted by investments in power grid upgrades, interconnection projects and equipment
replacement. In particular, we experienced significant increases in Germany, the United Kingdom, Russia and Norway. Orders from the Americas increased by 19 percent (15 percent in local
currencies), as demand for refurbishing aging equipment and upgrades in the industrial sector to improve energy efficiency were strong particularly in the United States, Brazil and to a lesser extent,
in Chile. Orders from Asia increased by 41 percent (31 percent in local currencies), following higher demand in the utilities and industrial sectors to support rapid economic growth,
particularly in China and India. Compared to the very high level of
orders received in 2006, orders from MEA increased by 4 percent and were almost flat in local currencies.

Europe
accounted for the largest share of orders and increased to 46 percent in 2007 from 45 percent in 2006, while the share of orders from the Asian market increased from
24 percent to 27 percent during the same period. As compared to 2006, the share of orders from the Americas and MEA decreased by 2 percentage points in 2007 to 17 percent
and 10 percent, respectively.

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Order backlog

December 31,2008

2007

2006($ in millions)Power Products


7,977


6,932


4,845Power Systems


7,704


8,209


5,627Automation Products


3,863


3,490


2,439Process Automation


6,111


5,951


3,991Robotics


545


529


441Core divisions


26,200


25,111


17,343Corporate and Other(1)


(2,363
)

(2,396
)

(1,514
)Total


23,837


22,715


15,829






Order backlog at the end of 2008 increased by $1,122 million, or 5 percent (14 percent in local currencies), from the end of
2007.

Order
backlog continued to grow in 2008 despite strong revenue growth of 20 percent (16 percent in local currencies), as the amount of orders received during the year, in
absolute terms, was 10 percent higher than the amount of revenues. Order backlog increased in all divisions except Power Systems which saw a decline due to a lower volume of large orders
received in 2008, compared to 2007.

Order
backlog at the end of 2007 increased by $6,886 million, or 44 percent (32 percent in local currencies), from the end of 2006 due to strong order growth in all
divisions.

Order
backlog grew at a high rate in 2007 despite strong revenue growth of 25 percent (18 percent in local currencies), as the amount of orders received during the year, in
absolute terms, was 18 percent higher than the amount of revenues. Growth in the order backlog was further increased by a higher volume of large orders with long delivery schedules,
particularly in our Power Systems and Process Automation divisions.

Revenues

Year ended December 31,2008

2007

2006($ in millions)Power Products


11,890


9,777


7,275Power Systems


6,912


5,832


4,544Automation Products


10,250


8,644


6,837Process Automation


7,815


6,420


5,448Robotics


1,642


1,407


1,288Core divisions


38,509


32,080


25,392Corporate and Other(1)


(3,597
)

(2,897
)

(2,111
)Total


34,912


29,183


23,281






In 2008, revenues increased by $5,729 million or 20 percent (16 percent in local currencies) supported by all divisions,
benefiting from high order backlog available at the beginning of the year and high volume of book and bill orders received in the first two quarters of the year. Further, revenue growth was supported
by efficiency improvements in the production and order execution processes.

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Revenues
in Power Products and Automation Products divisions grew 22 percent (18 percent in local currencies) and 19 percent (13 percent in local currencies), respectively,
as these product divisions continued operating at high capacity levels. The increase in revenues in the product divisions was also driven partly by increases in sales prices to compensate the increase
of commodity costs. Power Systems and Process Automation divisions reported revenue growth of 19 percent (16 percent in local currencies) and 22 percent (18 percent in
local currencies) respectively. The growth of revenues in our Power Systems and Process Automation divisions was primarily driven by progress made in the execution of large orders. High order backlog
at the beginning of 2008 was also the main factor contributing to the growth of revenues in the Robotics division, which for this year increased by 17 percent (11 percent in local
currencies).

Revenues
in 2007 increased by $5,902 million, or 25 percent (18 percent in local currencies). Growth in revenues in 2007 was primarily driven by a high order backlog
at the beginning of the year, an increasing volume of book and bill orders and high utilization of production capacity. The Power Products and Automation Products divisions recorded revenue growth of
34 percent (27 percent in local currencies) and 26 percent (18 percent in local currencies), respectively, as these product divisions benefited from favorable market
conditions and sales price increases to compensate for the higher costs of raw materials. Revenue growth was reported at 28 percent (20 percent in local currencies) in our Power Systems
division and 18 percent (10 percent in local currencies) in our Process Automation division, in 2007, reflecting further progress achieved in the execution of the large orders received
during 2006 and in the first half of 2007. Revenue growth in the Robotics division of 9 percent (3 percent in local currencies) in 2007 was lower than the growth reported by other
divisions, due to a relatively small backlog at the beginning of the year.

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 approximately as follows:

Year ended December 31,2008

2007

2006($ in millions)Europe


15,815


13,322


10,969The Americas


6,428


5,247


4,394Asia


8,967


7,480


5,863Middle East and Africa


3,702


3,134


2,055Total


34,912


29,183


23,281


In
2008, revenues in Europe increased by 19 percent (13 percent in local currencies). In particular, we experienced significant revenue increases in Germany, United
Kingdom, Spain, Finland and Turkey. The revenues from Asia, which increased by 20 percent (16 percent in local currencies), were driven mainly by the increases in China, India, Korea and
Singapore. Revenues from the Americas increased by 23 percent (22 percent in local currencies), with strong increase in the United States, Canada and Brazil. Strong growth in revenues
was reported in Qatar, UAE, South Africa and Saudi Arabia. High revenues in these countries led to the 18 percent (16 percent in local currencies) growth in MEA region. The increase in
revenues in all regions was the result of high production efficiency and sound execution of projects from the initial backlog and book and bill orders received during 2008.

The
revenues from Europe contributed 45 percent of the group revenues in 2008. The share of revenues from Asia to the total group revenues was 26 percent while the Americas
and MEA reported revenue shares of 18 percent and 11 percent, respectively. The share of revenues in each region in 2008, as a percentage of the total group revenues, was unchanged from
the prior year.

In
2007, revenues in Europe increased by 21 percent (12 percent in local currencies). In particular, we experienced significant revenue increases in Russia, Germany, Italy
and Spain. However, as a result

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of
rapid revenue growth in other regions, the relative share of revenues from the European market decreased to 46 percent of our total revenues in 2007, compared to 47 percent in 2006.
The revenues from Asia, which increased by 28 percent (20 percent in local currencies), were driven mainly by the increases in China and India and accounted for 25 percent of
total revenues, compared to 25 percent in 2006. Revenues from the Americas increased by 19 percent (16 percent in local currencies), mainly contributed by the United States and at
December 31, 2007, represented 18 percent of the total
revenues, compared to 19 percent in 2006. Revenues from MEA accounted for 11 percent of total revenues, compared to 9 percent in 2006, which represented an increase of
53 percent (47 percent in local currencies), compared to 2006. Revenue growth in this region was particularly strong in Saudi Arabia and Qatar.

Cost of sales

Cost of sales increased by $3,757 million, or 19 percent (15 percent in local currencies), to
$23,972 million in 2008, after an increase of $3,678 million, or 22 percent (15 percent in local currencies), in 2007. The increase in cost of sales in 2008 was
attributable to the growth in sales volumes, as well as increases in certain raw material costs, particularly in the product divisions.

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

As
a percentage of revenues, cost of sales decreased, as reflected in the increase in gross profit margin to 31.3 percent in 2008 from 30.7 percent in 2007 and
29.0 percent in 2006. The higher gross margin in 2008 reflected a continuing trend from 2007, as the operations benefited from increased business volume, higher capacity utilization, better
project execution and process improvement programs in the areas of risk management and project cost control. Furthermore, the progress made in the implementation of our cost migration strategy
delivered financial benefits through cost savings in 2008.

Selling, general and administrative expenses

The components of selling, general and administrative expenses for the years ended December 31, 2008, 2007 and 2006 were as
follows:

Year ended December 31,2008

2007

2006($ in millions)Selling expenses


(2,943
)

(2,531
)

(2,202
)Selling expenses as a percentage of orders received


7.7
%

7.4
%

8.1
%General and administrative expenses


(2,879
)

(2,444
)

(2,124
)General and administrative expenses as a percentage of revenues


8.2
%

8.4
%

9.1
%Total selling, general and administrative expenses


(5,822
)

(4,975
)

(4,326
)Total selling, general and administrative expenses as a percentage of revenues


16.7
%

17.0
%

18.6
%Total selling, general and administrative expenses as a percentage of the average of orders received and revenues


15.9
%

15.7
%

17.2
%


Selling,
general and administrative expenses increased by $847 million, or 17 percent (12 percent in local currencies), in 2008, after increasing by
$649 million, or 15 percent (8 percent in local currencies), in 2007. Total selling, general and administrative expenses, which are related to both orders received and revenues,
expressed as a percentage of the average of orders received and revenues, increased in 2008 by 0.2 percentage points to 15.9 percent from 15.7 percent in 2007, after decreasing
1.5 percent from 2006. The slight increase in selling expenses as a percentage of orders received reported in 2008 is mainly the result of lower orders received in the last two quarters of
2008.

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Selling
expenses in 2008 increased by $412 million, or 16 percent (11 percent in local currencies), from 2007. The increases in selling expenses were primarily due
to increasing activities in sales and marketing areas and growth of company sales personnel. Expressed as a percentage of orders received, selling expenses increased by 0.3 percentage points in
2008.

Selling
expenses in 2007 increased by $329 million, or 15 percent (7 percent in local currencies), from 2006. These increases were primarily due to volume-related
expenses such as sales commissions, hiring of additional resources employed in the developing markets and more intensified sales programs to expand market shares and enter into new markets. Expressed
as a percentage of orders received, selling expenses decreased by 0.7 percentage points in 2007.

General
and administrative expenses increased by $435 million, or 18 percent (13 percent in local currencies), in 2008, primarily related to the growth of business.
General and administrative expenses include non-order related R&D, which increased 18 percent (12 percent in local currencies) to $1,027 million in 2008, relative to
2007, reflecting the continued spending on product development activities, particularly in the Power Products, Automation Products and Process Automation divisions. Total general and administrative
expenses, as a percentage of revenues, remained at the same level as 2007, despite increased growth during the period. This was partly due to increased focus on the monitoring and controlling of
administrative costs both at the corporate and operating unit levels.

General
and administrative expenses increased by $320 million, or 15 percent (8 percent in local currencies), in 2007, which were primarily driven by operational
requirements to support the fast growing business. Additional resources and investments were made in that year to improve the business process. General and administrative expenses include
non-order related R&D which increased 15 percent (7 percent in local currencies) to $871 million in 2007, relative to 2006, reflecting the continued spending on
product development activities, particularly in the Power Products and Automation Products divisions.

The
total selling, general and administrative expenses, as a percentage of revenues, decreased by 1.6 percentage points in 2007. Lower incremental expenses in general and
administration expenses in 2007, despite increasing administrative requirements for growing business volumes, were partly due to lower costs associated with the internal control measures to comply
with the provisions of the Sarbanes Oxley Act of 2002, higher savings from the group-wide process optimization programs and increased focus on the monitoring and controlling of costs both
at the corporate and operating unit levels.

Other income (expense), net

Year ended December 31,2008

2007

2006($ in millions)Restructuring expenses


(5
)

(8
)

3Capital gains, net


73


95


75Asset write-downs


(11
)

(66
)

(12
)Income from licenses, equity accounted companies and other income (expense)


(623
)

9


73Total


(566
)

30


139


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

Restructuring
costs are recorded in various lines within the Consolidated Income Statements depending on the nature of the charges. In 2008, restructuring costs reported under other
income (expense) amounted to $5 million, incurred for restructuring projects mainly in Power Products,

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Automation
Products and Process Automation. In 2007, restructuring costs reported under other income (expense) amounted to $8 million that primarily consisted of $3 million costs
incurred to streamline the operations in the Power Products division, $2 million restructuring costs for capacity expansion in the Power Systems division, $2 million restructuring costs
in Real Estate operations and $1 million of costs in the Automation Products division. In 2006, due to a change in the restructuring liability estimate, restructuring costs resulted in an
income of $3 million.

Capital
gains, net, during 2008 amounted to $73 million which mainly consisted of $14 million in gains from the sale of shares and participations, $10 million gain
from the release of provision from a legal claim settlement related to the sold Air Handling business and $47 million capital gains from the sale of real estate properties, mainly in
Switzerland, Brazil, Italy, Norway, United Kingdom, Mexico, and
Poland. Additionally, in 2008, we recorded adjustments to the gain on sale of Jorf Lasfar and Neyveli of $16 million related to the favorable outcome on an outstanding tax case.

Capital
gains, net, during 2007 amounted to $95 million which consisted of $49 million in gains from the sale of equity investments, including a $38 million gain
from the divestment of our equity investments in Jorf Lasfar and Neyveli, a $41 million gain from the sale of real estate properties mainly in Switzerland, Italy and to a lesser extent in
Brazil, Norway and France and a $5 million gain on sale of various machinery and equipment. In 2006, capital gains, net, included approximately $65 million of gains from the sale of land
and buildings in Europe.

Asset
write-downs in 2008 mainly related to the Distributed Energy business in Great Britain and other minor impairments. Asset write-downs during 2007 included an impairment charge of
$42 million in respect of one of our equity investments, which we intend to divest, as the anticipated market value was less than our book value. Asset write-downs in 2006 included the
impairment of long-lived assets of $8 million, primarily in Europe and several minor write-downs on loans and investments.

In
2008, income from licenses, equity accounted companies and other income (expense) primarily consisted of provisions for the ongoing investigations in the Power Transformer business by
the European Commission, the German Federal Cartel Office, as well as the investigations by the U.S. Securities and Exchange Commission (SEC) and the U.S. Department of Justice (DoJ) which were
recorded in Corporate and Other. (See "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.)

Additionally,
income from equity accounted companies in 2008 was generated from our equity ventures investment in Colombia and other investments in Italy, Finland and Germany and license
income mainly from Japan. Income from equity accounted companies in 2007 included $36 million, which was primarily related to Jorf Lasfar prior to its sale in the second quarter of 2007. During
2007, this income was also offset by charges towards several businesses that were sold or closed in earlier years. Income in 2006 was mainly derived from Jorf Lasfar and relatively smaller amounts of
income were derived from various other equity accounted companies in India and in the United States.

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Earnings before interest and taxes

Year ended December 31,2008

2007

2006($ in millions)Power Products


2,100


1,596


939Power Systems


592


489


279Automation Products


1,908


1,477


1,053Process Automation


926


683


541Robotics


9


79


1Core divisions


5,535


4,324


2,813Corporate and Other


(983
)

(301
)

(256
)Total


4,552


4,023


2,557


EBIT
increased by $529 million, or 13 percent (6 percent in local currencies), in 2008, despite the compliance related provisions charged to other income (expense),
net and by $1,466 million, or 57 percent (47 percent in local currencies), in 2007.

The
EBIT margins for our core divisions and on a consolidated basis for the years ended December 31, 2008, 2007 and 2006, were as follows:

Year ended December 31,2008

2007

2006(%)Power Products


17.7


16.3


12.9Power Systems


8.6


8.4


6.1Automation Products


18.6


17.1


15.4Process Automation


11.8


10.6


9.9Robotics


0.5


5.6


0.1Core divisions


14.4


13.5


11.1Consolidated


13.0


13.8


11.0


The
higher group EBIT and EBIT margin in the core operations were achieved through higher margin contributed by significant volumes of incremental revenues and higher
capacity utilization, better execution of large projects and increased sourcing of production capacity, components and materials from emerging markets. The compliance related charges recorded in
Corporate and Other negatively impacted the consolidated margin compared to 2007.

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.

Year ended December 31,2008

2007

2006($ in millions)Interest and dividend income


315


273


147Interest and other finance expense


(349
)

(286
)

(307
)Net interest and other finance expense


(34
)

(13
)

(160
)


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Interest
and dividend income increased in 2008 compared to 2007, reflecting the improvement in our liquidity during the first half of 2008 through cash generated from
operations and the change in investment strategy compared to 2007 with more cash placed in time deposits. In the first three quarters of 2007, we invested a significant amount of our excess liquidity
in accumulating net asset value money-market funds, where the income is not distributed but is reflected by an increase in value of the funds' shares and is realized upon the sale of such investments.
As interest on deposits is recorded in interest and dividend income, while gains on sales of securities are netted against interest and other finance expense, this change in investment strategy
explains part of the increase in interest and dividend income in 2008 compared to 2007. However, during the second half of 2008, our interest income was impacted by falling interest rates, our
acceptance of lower yields in favor of security in an increasingly difficult market and, despite positive cash flow from operations, a lower excess cash balance as cash was expended for, amongst
other, the nominal value reduction, acquisitions and the share buyback program. (See "Liquidity and capital resources" for discussion of our investment strategy.)

Interest
and dividend income increased in 2007 compared to 2006, reflecting the improvement in our liquidity during the year, with the aggregate of the cash and equivalents and
marketable securities and short-term investments balances increasing to $8,110 million at December 31, 2007, from
$4,726 million at December 31, 2006. Up to the third quarter of 2007, we invested a significant amount of our excess liquidity in accumulating net asset value money-market funds, where
the income is not distributed but is reflected by an increase in value of the funds' shares and is realized upon the sale of such investments. However, due to the then turbulence in the financial
markets, we decided to realize our gains on such securities and invest the cash in term deposits with banks. As gains on sales of securities are recorded in interest and other finance expense, while
interest on deposits is recorded in interest and dividend income, this change in investment strategy compared to 2006, combined with our improved liquidity resulted in an increase in interest income
in 2007 of $78 million, compared to 2006.

Both
interest and dividend income and interest and other finance expense in 2007 include a gross-up in the amount of $44 million, related to interest income and
expense on certain balance sheet items that were economically related but did not meet the criteria for presentation on a net basis. This should be considered when comparing 2008 figures with 2007
and, similarly, 2007 figures with 2006.

Interest
and other finance expense increased in 2008 compared to 2007, despite a reduction in overall debt levels. This increase was primarily due to two items in 2008. Firstly, we
recorded a $20 million other-than-temporary impairment on available-for-sale equity fund securities held by our Captive Insurance business, as we
do not expect the market values of these securities to recover to their cost basis in the near term, given current market conditions. (See "Note 2 Significant accounting policies" to our
Consolidated Financial Statements.) Secondly, at December 31, 2008, we recorded $102 million in foreign exchange losses on the remeasurement into U.S. dollars of funding (in euros) of
our EUR-denominated investment in government bonds designated as available-for-sale securities. The corresponding foreign exchange gain on these securities is part
of their change in market value recorded in accumulated other comprehensive loss in equity and will be released to the income statement in the first quarter of 2009, when these securities mature. The
loss is the result of the significant move in the EUR/USD exchange rate in the month of December 2008 and the amount of the EUR-denominated funding of these securities (1.06 billion
euros).

Interest
and other finance expense was lower in 2007 than in 2006. The reduction was the result of several factors. Firstly, interest and other finance expense in 2006 included
$55 million in expenses related to the induced conversion of our $968 million convertible bonds during the second quarter of 2006. Secondly, as a result of the improvement in our
liquidity position, we generated approximately $18 million additional net gains on marketable securities in 2007, compared to 2006. While the induced conversion of our $968 million
convertible bonds during 2006 and the conversion by bondholders during 2007 of our 1 billion Swiss francs convertible bonds resulted in a significantly lower average debt level during 2007,
compared to 2006, the savings in interest expense were partially offset by increases in interest rates (particularly in euros) as all of our remaining outstanding bonds were swapped using interest
rate swaps into floating rate obligations.

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Provision for taxes

Year ended December 31,2008

2007

2006($ in millions)Income from continuing operations, before taxes and minority interest


4,518


4,010


2,397Provision for taxes


(1,119
)

(595
)

(686
)Effective tax rate for the year


24.8
%

14.8
%

28.6
%


The
provision for taxes in 2008 was $1,119 million, representing an effective tax rate for the year of 24.8 percent. The provision for taxes in 2008 includes the change in
valuation allowance of approximately $414 million on deferred taxes as we determined it was more likely than not that such deferred tax assets would be realized. The change in valuation
allowance was predominantly related to our operations in north America with approximately $330 million. In addition, the provision for taxes in 2008 included an expense of approximately
$140 million relating to a pending tax dispute in north Europe. Approximately $100 million related to costs of previously disclosed investigations by the U.S. and European authorities
into suspect payments and alleged anti-competitive practices that were deducted for financial accounting purposes, but were not tax deductible.

The
provision for taxes in 2007 was $595 million, representing an effective tax rate for the year of 14.8 percent. The provision for taxes in 2007 includes the change in
valuation allowance of approximately $698 million on deferred taxes as we determined it was more likely than not that such deferred tax assets would be realized. The change in valuation
allowance was predominantly related to our operations in certain countries such as the United States with approximately $490 million, but also including countries such as Canada and the United
Kingdom. In addition, the provision for taxes in 2007 included an expense of approximately $35 million relating to the interpretation of tax law and double tax treaty agreements by competent
tax authorities in northern Africa and an expense of approximately $45 million relating to a net increase in tax accruals.

The
provision for taxes in 2006 was $686 million, representing an effective tax rate for the year of 28.6 percent. The provision for taxes in 2006 includes an expense of
approximately $35 million relating to items that were deducted for financial accounting purposes but not for the purpose of computing taxable income, such as interest expense, state and local
taxes on productive activities and other non-deductible expenses. Furthermore, the provision for taxes in 2006 also included an expense of approximately $70 million relating to a
net increase in tax accruals.

Income from continuing operations

Income from continuing operations decreased by $32 million to $3,139 million in 2008, after increasing by
$1,639 million to $3,171 million in 2007. The improvement in EBIT in 2008 was largely offset by a lower net interest and other finance expense as well as a higher tax rate discussed
above. Income from continuing operations in 2007 benefited from a sharp increase in EBIT as well as a very favorable tax rate compared to 2006.

Income (loss) from discontinued operations, net of tax

For a detailed discussion of the income (loss) from discontinued operations, net of tax, as well as a detailed discussion of the
results of our discontinued operations, see "Discontinued operations," and "Note 3 Acquisitions, divestments and discontinued operations" to our Consolidated Financial Statements.

Net income

As a result of the factors discussed above, net income decreased by $639 to $3,118 million in 2008 and increased by
$2,367 million to $3,757 million in 2007 from $1,390 million in 2006.

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Earnings (loss) per share

Year ended December 31,2008

2007

2006($)Income from continuing operations:Basic


1.37


1.40


0.72Diluted


1.37


1.38


0.69Income (loss) from discontinued operations, net of tax:Basic


(0.01
)

0.26


(0.07
)Diluted


(0.01
)

0.25


(0.06
)Net income:Basic


1.36


1.66


0.65Diluted


1.36


1.63


0.63


Basic
earnings (loss) per share is calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year. Diluted earnings (loss) per share is
calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially
dilutive securities comprise: outstanding written call options; outstanding options and shares granted subject to market and/or vesting conditions under our share-based payment arrangements and, prior
to September 2007, shares issuable in relation to our outstanding convertible bonds. (See "Note 20 Earnings per share" to our Consolidated Financial Statements.)

Divisional analysis

Power Products

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

Year ended December 31,2008

2007

2006($ in millions)Orders


13,627


11,320


8,572Order backlog(1)


7,977


6,932


4,845Revenues


11,890


9,777


7,275EBIT


2,100


1,596


939






Orders

Orders increased by $2,307 million, or 20 percent (15 percent in local currencies) in 2008 after improving
$2,748 million, or 32 percent (25 percent in local currencies) in 2007. These improvements were primarily due to growth in demand for electricity, particularly in emerging
markets, and the expansion and improvement of power grid infrastructure, with a focus on environmental sustainability. The increase in orders reflected growth in all businesses, led by
Transformers. Base orders, which grew by 18 percent and 30 percent (12 percent and 22 percent in local currencies), made up the vast majority of orders, in 2008 and 2007,
respectively. Price increases to cover the increase in the cost of raw materials also contributed to the order increase in 2007.

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The
geographic distribution of orders as a percentage of total orders in 2008, 2007 and 2006 for our Power Products division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


38


39


36The Americas


24


24


25Asia


30


30


31Middle East and Africa


8


7


8Total


100


100


100


The
share of orders from Europe, which continued to be the largest regional source of orders, decreased marginally. However, it recorded order growth in absolute terms in 2008. This
growth was driven by the need to replace aging infrastructure and increased demand for power grid interconnections and renewable energy sources. The share of orders from the Americas remained flat and
was considerably influenced by orders from the United States, driven by the need to replace aging infrastructure and to meet existing mandated reliability standards and load growth. The share of
orders from Asia remained stable compared to 2007. Demand was driven by the growth in energy needs, particularly in China and India, resulting from increasing levels of industrialization and
urbanization. The share of orders from MEA improved in 2008, reflecting increased investment in infrastructure in the region, supported by high oil prices.

Order backlog

Order backlog in 2008 increased by $1,045 million, or 15 percent (24 percent in local currencies), after
increasing by $2,087 million, or 43 percent (32 percent in local currencies) in 2007, due to increased order intake in all businesses, led by Transformers which typically have
longer delivery schedules.

Revenues

Revenues increased by $2,113 million, or 22 percent (18 percent in local currencies) in 2008 as a result of
continued order growth and strong opening order backlog in almost all market segments, particularly in transformers.

Revenues
increased by $2,502 million, or 34 percent (27 percent in local currencies), in 2007, as a result of order growth experienced in many market segments,
particularly in transformers and sales price increases to cover increased raw material costs.

The
geographic distribution of revenues in 2008, 2007 and 2006, for our Power Products division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


38


39


37The Americas


24


24


25Asia


30


30


31Middle East and Africa


8


7


7Total


100


100


100


57

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The
relative share of revenues among geographic regions in 2008 and 2007 remained similar to the distribution of orders, while all regions recorded growth in revenues as compared to the
previous year. In Europe the growth in revenues was led by Spain, Switzerland and the United Kingdom. Revenue growth in Asia in 2008 was led by China and India, while revenue growth in the Americas
was particularly strong in the United States. In MEA, the revenue increase was mainly driven by Saudi Arabia.

The
growth in European revenues in 2007 was led by Russia and Germany. Revenue growth in Asia in 2007 was led by China and India, while revenue growth in the Americas was particularly
strong in the United States. In MEA, the share of revenues remained similar compared to 2006 with the increase in revenues driven by Saudi Arabia.

Earnings before interest and taxes

EBIT grew by $504 million, or 32 percent (24 percent in local currencies), in 2008, after increasing
$657 million, or 70 percent (60 percent in local currencies), in 2007. The EBIT margin for the division was 17.7 percent in 2008, as compared to 16.3 percent in 2007
and 12.9 percent in 2006. EBIT and EBIT margin benefited from higher contribution from increased revenues, improved
capacity utilization across all businesses, operational and productivity improvements, supply chain savings and positive impacts from the transformer consolidation program. Total costs related to the
transformer consolidation program in 2008 amounted to $46 million ($34 million in 2007)

Fiscal year 2009 outlook

Uncertainty in the lending environment may contribute to project delays and the general global economic slowdown may result in further
weakening of industrial and construction-related demand which may affect our products linked to the distribution sector. However, we currently believe that utilities will continue to invest in
equipment replacement and grid upgrades.

Power Systems

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

Year ended December 31,2008

2007

2006($ in millions)Orders


7,408


7,744


5,733Order backlog(1)


7,704


8,209


5,627Revenues


6,912


5,832


4,544EBIT


592


489


279






Orders

Order intake in 2008 decreased by $336 million, or 4 percent (8 percent in local currencies) due to a lower volume
of large orders, while the base order volume was maintained at the previous year's level. Large projects secured in 2008 included a $233 million order from Hyundai Engineering and Construction
(HDEC) of Korea to supply power systems and grid connections for a natural gas and steam turbine (combined-cycle) power plant to be built in Qatar. A $170 million contract was received from
Svenska Kraftnät and Fingrid Oyj, the transmission system operators in Sweden and Finland, for two HVDC converter stations for the Fenno-Skan 2 power link. A
$150 million order was received from Dutch utility Nuon to provide power systems and grid connections for a new power plant to be built in the Netherlands.

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The
increase in orders in 2007 compared with 2006 reflected a significant growth of 52 percent (41 percent in local currencies) and 26 percent (18 percent in
local currencies), of large and base orders, respectively, as demand for power transmission and distribution systems was strong in most markets. The large orders secured in 2007 included an offshore
wind farm project in Germany with an order value of more than $400 million, a $350 million cable order to connect the United Kingdom with the Netherlands and an ultrahigh-voltage power
link in China with an order value for the Power Systems division of approximately $270 million.

The
geographic distribution of orders as a percentage of total orders in 2008, 2007 and 2006 for our Power Systems division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


39


46


39The Americas


16


11


17Asia


20


21


16Middle East and Africa


25


22


28Total


100


100


100


Europe
remained the largest region in terms of order intake in 2008, despite a decrease compared with the prior year. The order decrease in Europe mainly reflected the high volume of
large projects received in this region in 2007, which could not be matched in 2008. MEA continued to show significant market growth for the division, as high fuel prices triggered investments in big
infrastructure projects. Orders were also strong in the Americas, particularly in the United States, Canada and Brazil, resulting in a higher percentage share for the Americas region as compared to
the previous year. The order share from Asia decreased marginally, mainly due to a relatively lower volume of large orders from China. Orders also decreased in India, primarily as the Power Systems
division decided to discontinue the rural electrification business due to safety concerns.

The
order growth in Europe in 2007 was fueled by large projects and a double-digit growth in base orders. Europe was the largest regional source of orders and increased its percentage
share in 2007. Asia saw strong order growth in 2007 and was helped by a large ultrahigh-voltage project in China and strong base order growth led by India. The share of orders from the Americas and
MEA decreased as Europe and Asia recorded significant increases in their respective order volumes and gained higher percentage shares compared to 2006. Base order growth in the Americas was offset by
a lower level of large orders, resulting in lower overall order volumes in 2007 compared to 2006. 2007 orders in MEA slightly decreased despite the strong market growth, as the high level of large
projects in 2006 did not recur in 2007.

Order backlog

Order backlog in 2008 decreased by $505 million, or 6 percent (increased 4 percent in local currencies), due
mainly to a lower volume of large order intake. The order backlog increased by $2,582 million, or 46 percent (34 percent in local currencies), at December 31, 2007,
compared with December 31, 2006, reflecting the growth in large and base orders.

Revenues

Revenues increased by $1,080 million, or 19 percent (16 percent in local currencies), in 2008 as compared with an
increase of $1,288 million, or 28 percent (20 percent in local currencies), in 2007.

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Revenues
in 2008, as in 2007 grew mainly as a result of an increased level of project execution of both backlog and new orders.

The
geographic distribution of revenues in 2008, 2007 and 2006 for our Power Systems division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


42


40


44The Americas


14


15


16Asia


18


20


20Middle East and Africa


26


25


20Total


100


100


100


In
2008, all regions led recorded growth in revenues over the previous year with Europe and MEA taking the lead. The higher revenues from Europe in 2008 reflected strong revenue growth
particularly from Germany, the United Kingdom and Italy, driven by the execution of large projects booked in 2007 and 2006. The revenue growth from MEA was also largely due to the execution of large
orders booked in the region in 2007 and 2006.

All
regions recorded growth in revenues over the previous year in 2007. Europe and the Americas saw a decrease in their respective shares of total revenues as MEA gained a higher share.
Growth in Europe, in 2007, was led by central and eastern Europe, with a significant increase in Russia. The higher revenues from the Americas, in 2007, reflected strong revenue growth, particularly
from Canada on the execution of the HVDC project booked in 2006 and also from increases in the United States and Brazil. The revenue increase in Asia related primarily to strong growth in India.

Earnings before interest and taxes

EBIT of the Power Systems division grew by $103 million, or 21 percent (19 percent in local currencies) in 2008,
compared with growth of $210 million, or 75 percent (63 percent in local currencies), in 2007, over the previous year. The EBIT margin for the division improved to
8.6 percent in 2008 compared with 8.4 percent and 6.1 percent in 2007 and 2006, respectively.

The
increase in EBIT and EBIT margin in 2008 and 2007 can be attributed mainly to higher revenues and capacity utilization, bidding selectivity, project execution and the cost benefit
from expanding engineering resources in emerging markets.

Fiscal year 2009 outlook

Key market drivers for the Power Systems division are economic growth in emerging markets, upgrades of aging infrastructure, power
reliability and quality concerns, increased focus on energy efficiency and environmental issues and the integration of renewable energy sources. Looking ahead, we believe the economic slowdown could
result in a reduction of electricity consumption and uncertainties around financing could lead to postponement of large orders in some cases. At the same time, we believe governments may also leverage
infrastructure investments in the energy sector, such as transmission interconnections, to stimulate the economy. There are also political commitments in the EU, U.S., and Asia to increase the share
of energy from renewable sources, which could spur activity in the sector.

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Automation Products

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

Year ended December 31,2008

2007

2006($ in millions)Orders


10,872


9,314


7,706Order backlog(1)


3,863


3,490


2,439Revenues


10,250


8,644


6,837EBIT


1,908


1,477


1,053






Orders

Orders increased by $1,558 million, or 17 percent (11 percent in local currencies), in 2008 and
$1,608 million, or 21 percent (13 percent in local currencies), in 2007.

The
increase in 2008 was the result of high demand during the first three quarters of the year for all business units except wiring accessories which experienced a weakening construction
market. In the fourth quarter demand for standard industrial and building products declined, reflecting the general global economic downturn. Orders for low-voltage drives, machines and
low-voltage systems increased in the last quarter due to orders for energy conservation and renewable energy (mainly wind).

Demand
in 2007 was high as many industrial customers increased their investments in efficiency improvements due to higher raw material and energy costs. Orders received increased for all
business units with the highest growth in power electronics and MV drives which received a $110 million order for an advanced railway power converter system in Germany. Also, standard products
such as Low
Voltage (LV) drives, breakers and switches, LV motors, control products, instrumentation, enclosures and DIN-rail components reached double-digit growth in local currencies.

The
geographic distribution of orders as a percentage of total orders in 2008, 2007 and 2006 for our Automation Products division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


60


63


63The Americas


11


11


12Asia


23


21


20Middle East and Africa


6


5


5Total


100


100


100


The
share of orders from Europe in 2008 decreased as total orders only grew 13 percent (5 percent in local currencies). The lower growth rate in orders reflected the weak
construction market particularly in Germany and Spain. Furthermore, in 2007, we secured a $110 million order for traction converters in Germany which was not repeated. The share of orders in
the Americas was stable as high order growth in south America compensated for the weakening construction sector in United States. The share of orders from Asia increased as result of industrial
infrastructure investments in China and India.

In
2007, the share of orders from Europe and MEA remained at the same level compared to 2006, while the share of orders from the Americas slightly decreased due to the increase in the
share of

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orders
from Asia, as a result of fast growing markets in that region, especially in China and India. Orders in Europe increased, supported by the growth in eastern Europe. Orders in the Americas
increased, although north America grew at a lower pace than in 2006 due to slowdown in the United
States, which was more than offset by growth in south America, particularly, Brazil. The increase in MEA was mainly the result of continued high investments in the oil and gas sector.

Order backlog

Order backlog in 2008 increased by $373 million, or 11 percent (18 percent in local currencies), as orders were
higher than revenues for most business units, especially in Power Electronics and MV Drives which booked several larger MV drive projects during the last half of the year.

Order
backlog increased by $1,051 million, or 43 percent (31 percent in local currencies), at December 31, 2007, from December 31, 2006. The increase
related mainly to growth in orders related to systems and engineered products, which have longer delivery times compared to standard products.

Revenues

Revenues increased by $1,606 million, or 19 percent (13 percent in local currencies) in 2008, compared with
$1,807 million, or 26 percent (18 percent in local currencies), in 2007.

The
increases in 2008 were a result of higher order intake and execution of a strong order backlog. The revenue growth came from higher volumes as only minor price increases were made in
2008.

During
2007, revenues increased in all business units, such as Machines and Power Electronics and MV Drives, due to the high order backlog, with strong growth in engineered products and
systems. The growth was mainly achieved by increased volumes but also by higher prices to compensate for increased raw material costs.

The
geographic distribution of revenues in 2008, 2007 and 2006 for our Automation Products division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


62


61


63The Americas


11


12


12Asia


22


22


20Middle East and Africa


5


5


5Total


100


100


100


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Table of Contents

All regions achieved double-digit growth in revenues 2008. Europe grew 18 percent supported by a high order backlog. The weakening construction markets in
western Europe and north America led to lower growth rates for standard products in these regions. High growth was achieved in Asia mainly as result of good order intake and a high backlog in China
and India. Revenues in MEA increased due to improved development of orders in the Gulf area.

Revenues
in 2007 showed double-digit growth in all regions. The share of European orders decreased, although Europe and north America benefited from a high order backlog of engineered
products and systems and standard products, which contributed to the growth over 2006. Revenues in south America grew significantly following several company initiatives to add sales and marketing
resources in this region. Continued strong growth in orders and the expansion of more local production resources in China and India, resulted in a high growth in Asia and contributed to an increase in
the share of total revenues. Revenues in the MEA region grew strongest in Dubai, Egypt and South Africa.

Earnings before interest and taxes

In 2008, EBIT for the Automation Products division grew by $431 million or 29 percent (21 percent in local
currencies) after increasing $424 million or 40 percent (30 percent in
local currencies) in 2007. The EBIT margin for the division was 18.6 percent in 2008, compared with 17.1 percent and 15.4 percent in 2007 and 2006, respectively.

In
2008, EBIT for the Automation Products division grew due to increased revenues and continued operational improvements. All businesses improved EBIT except Wiring Accessories which
suffered from lower revenues due to the weakening construction market. The largest margin improvements were made in Power Electronics and MV Drives, Machines, LV Drives and Enclosures and
DIN-rail Products due to increased capacity utilization and operational improvements.

The
EBIT increase in 2007 was driven by the revenue growth, continued high capacity utilization and further migration to emerging markets. All businesses increased EBIT with the largest
improvements made in Power Electronics, MV Drives, Machines and LV Systems. In addition, EBIT margins on standard products such as LV drives, breakers and switches, LV motors and enclosures and
DIN-rail components increased from already high levels.

Fiscal year 2009 outlook

The outlook in the markets has high uncertainty. We believe the general global economic slowdown may result in further weakening of
demand and market conditions in industrial and construction markets. However, in renewable energy and energy efficiency applications we expect continued investments.

Process Automation

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

Year ended December 31,2008

2007

2006($ in millions)Orders


8,657


7,935


6,550Order backlog(1)


6,111


5,951


3,991Revenues


7,815


6,420


5,448EBIT


926


683


541






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Orders

Orders increased by $722 million, or 9 percent (4 percent in local currencies), with growth in large orders of
9 percent (1 percent in local currencies). Our Process Automation division also reported an increase in base orders of 9 percent (5 percent in local currencies), in 2008,
compared to 2007. Strong orders during the first quarter together with continued high activity in the market during the second quarter contributed to the growth, while in the second half of 2008 the
growth noted in products and services was more than offset by lower large orders in the Systems business. The oil, gas and petrochemical, metals, marine and turbocharging sectors recorded the
strongest growth while the pulp and paper and minerals sectors recorded lower order intake.

During
the fourth quarter of 2008, the Process Automation division experienced a weakening order intake across most customer segments and regions, especially for large orders. Customer
investments
were delayed due to reduced commodity prices, limited access to project financing and increased uncertainty regarding future demand.

Orders
increased by $1,385 million, or 21 percent (13 percent in local currencies), with substantial growth in large orders of 45 percent (35 percent
in local currencies) and an increase in base orders of 16 percent (8 percent in local currencies), in 2007, compared to 2006. The market was driven by high fuel and commodity prices,
leading to expansion investments especially in Asia and MEA regions. This expansion contributed to the strong growth in metals, minerals, marine and turbocharging sectors. Pulp and paper orders were
lower, mainly due to high investments in Asia in 2006.

The
geographic distribution of orders as a percentage of total orders in 2008, 2007 and 2006 for our Process Automation division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


40


42


46The Americas


19


19


16Asia


29


30


25Middle East and Africa


12


9


13Total


100


100


100


In 2008, European orders continued to lead the share of the total orders for the Process Automation division, followed by Asia, the Americas and
MEA. Investments in the marine sector, mainly from the cruise ship builders, contributed to the orders in Europe. Additionally, there were several orders booked from the minerals and metals sectors in
this region. The Americas experienced strong growth driven by the Minerals business in Canada and Brazil, the Oil and Gas business in the United States and Mexico and the Service business in the
United States. Orders in Asia were also at a high level coming mainly from the Marine and Metals businesses in China, Singapore and Korea. MEA experienced significant growth during 2008 supported by
high commodity prices at the beginning of the year which drove industrial investments especially in the oil and gas and minerals sectors.

European
orders showed a slight increase in absolute terms in 2007 but the region's share of the total orders decreased due to higher proportional increases in the Americas and Asia.
Europe continued to account for the largest share of orders, mainly driven by the Service business and the demand from the shipbuilding, metals and minerals sectors. The Americas also experienced
significant growth driven by the Minerals business in Canada and Brazil, the Oil and Gas business in Chile and the Service business in the United States resulting in an increase in the region's share
of total orders. Asia's proportional share of the total orders also increased with strong growth mainly coming from the infrastructure related Metals and Minerals businesses as well as the Marine
business. MEA experienced

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growth
in the Minerals business, but recorded a decrease in total orders due to two extraordinary large orders from the oil and gas sector from Algeria in 2006, which were not replaced by similarly
sized orders in 2007, leading to a decrease in their share.

Order backlog

Order backlog at December 31, 2008 increased by $160 million, or 3 percent (12 percent in local
currencies), compared to December 31, 2007. The growth in the order backlog was driven by large system orders received in the oil and gas, minerals and marine sectors with delivery schedules
extending into 2010 and beyond.

Revenues

Revenues increased by $1,395 million, or 22 percent (18 percent in local currencies), in 2008 compared with an
increase of $972 million, or 18 percent (10 percent in local currencies), in 2007.

Revenues
increased strongly as a result of the execution of the large order backlog in the Systems business as well as strong revenues in both Service and Products businesses. All
regions and sectors recorded strong revenues but the highest growth was noted in our Marine, Metals, Minerals, Oil and Gas and Turbocharging businesses. Overall revenues were up across the Systems
business with 19 percent, the Products business with 18 percent and the Service business with 14 percent growth.

Revenues
in 2007 increased in all sectors with significant growth reported in our Minerals, Metals, Marine and Turbocharging businesses. The revenue growth was mainly a result of the
large order backlog and growth in the Turbocharging products business.

The
geographic distribution of revenues in 2008, 2007 and 2006 for our Process Automation division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


44


46


46The Americas


19


17


19Asia


27


26


26Middle East and Africa


10


11


9Total


100


100


100


In 2008, revenues increased in all regions with Americas, Asia and Europe showing strong growth. Europe experienced an increase in revenues driven
by projects executed in Germany, Finland, Norway, the United Kingdom and Italy. The increase in revenues in the Americas was driven by the United States, Brazil, Canada and Mexico. Revenues in Asia
were driven by Korea, China, Japan and Singapore.

Revenues
increased in all regions with Asia, Europe and MEA showing strong growth in 2007. Europe experienced an increase in revenues, driven primarily by the OEM and Service business,
which allowed the region to maintain the largest share of total revenues, with a share of total revenues similar to that in 2006. Revenues in the Americas were mainly driven by the Service business,
but as the other regions grew faster, the Americas' share of the total revenues declined. Revenues in Asia were driven by the strong order backlog from previous periods especially within the Marine
and Metals businesses, however, the share of total revenues remained at the same level as it did in 2006. The MEA share of total revenues increased mainly from the large oil and gas projects in
Algeria as well as the booming Minerals business.

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Earnings before interest and taxes

EBIT for our Process Automation division grew by $243 million, or 36 percent (33 percent in local currencies), in
2008 compared with an increase of $142 million, or 26 percent (18 percent in local currencies), in 2007. The EBIT margin increased to 11.8 percent from 10.6 percent
in 2007 after improving from 9.9 percent in 2006. Increased contribution from higher revenues, focus on project execution and cost migration projects contributed to the improvement in EBIT and
EBIT margin.

Fiscal year 2009 outlook

The momentum in the market during 2007 and the first nine months of 2008 was followed by a significant slow-down during the
fourth quarter of 2008. The market is still driven by cost savings and energy/production efficiency requirements. However, these market drivers have become less important with the recent development
of commodity prices. Large scale investments have been delayed as a result of two main drivers: limited access to capital and the increased uncertainty of future demand.

Robotics

The financial results of our Robotics division were as follows:

Year ended December 31,2008

2007

2006($ in millions)Orders


1,658


1,488


1,240Order backlog(1)


545


529


441Revenues


1,642


1,407


1,288EBIT


9


79


1






Orders

Orders increased by $170 million or 11 percent (5 percent in local currencies) as an overall growth in general
industry offset the accelerated downturn in the automotive industry in the second half of the year. In 2007, orders increased by $248 million, or 20 percent (13 percent in local
currencies), as order increases in general industry, such as packaging, electronics and food processing continued. Demand also increased in the Service business and the Paint Systems business in the
automotive sector.

The
geographic distribution of orders as a percentage of total orders in 2008, 2007 and 2006 for our Robotics division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


58


56


58The Americas


20


24


25Asia


21


20


17Middle East and Africa


1





Total


100


100


100


In 2008, European orders increased as a proportion of total division orders due to continuous order growth in both western and eastern Europe.
Orders in the Americas decreased, driven mainly by the downturn in the north American automotive industry, which could not be offset by the order

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increase
in south America. Orders in Asia continued to increase especially in markets such as India, Malaysia, Thailand and Singapore. The domestic market in China showed a stable development.

In
2007, orders grew in all regions, while the share of total division orders derived from Europe and the Americas decreased due to an increase in the share of orders derived from Asia
resulting from significant growth in that region compared to 2006. European orders increased in absolute terms, benefiting from the demand growth in general industry, such as packaging, electronics
and food processing and the Systems business in western Europe. Orders in the Americas in 2007 increased, as a result of regaining a share of the automotive industry compared to 2006. Increased orders
in Japan and China due to higher demand in General industry and the Automotive industry contributed to the growth in Asia in 2007. Total orders in MEA, which are not significant to the total division
orders, also increased in 2007.

Order backlog

Order backlog in 2008 increased by $16 million, or 3 percent (6 percent in local currencies), mainly reflecting an
increase in orders in the Systems business.

Order
backlog increased by $88 million, or 20 percent (12 percent in local currencies), at December 31, 2007, from December 31, 2006, reflecting
primarily the increased orders from general industry.

Revenues

Revenues increased by $235 million, or 17 percent (11 percent in local currencies), in 2008 compared to an
increase of $119 million, or 9 percent (3 percent in local currencies), in 2007.

The
increase in revenues in 2008 was driven by a strong order backlog and strong order growth in general industry especially during the first three quarters of 2008. The increase in
revenues in 2007 followed the trend in orders led by the Systems business.

The
geographic distribution of revenues in 2008, 2007 and 2006 for our Robotics division was approximately as follows:

Year ended December 31,2008

2007

2006(%)Europe


58


58


57The Americas


21


23


25Asia


20


18


18Middle East and Africa


1


1


Total


100


100


100


Revenues increased in Europe mainly due to a strong order backlog as well as sales to general industry both in western and eastern Europe. The
Americas recorded lower revenues as a result of the weakening automotive sector in north America, which is reflected in the lower share of revenues in the Americas. The share of revenues in Asia
continued to grow due to increased local presence, adapted products and solutions as well as favorable market conditions, gaining more importance for the division.

In
2007, revenues increased in all regions reflecting the upward trend in orders. Revenues in Europe increased due to continued improvement in general industry which also resulted in a
slight increase in the region's share of total revenues compared to 2006. America's share of total revenues decreased as the total revenues from this region remained stable as a result of the
increased sales in

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general
industry offset by the slower development in the automotive sector. Revenues from Asia grew, led by growth in China which allowed Asia to maintain its share of total revenues compared to 2006.

Earnings before interest and taxes

Our Robotics division took further actions to improve its competitive position by accelerating the move of manufacturing and
engineering capacities to low cost countries. EBIT for our Robotics division decreased by $70 million to $9 million in 2008, mostly as a result of these
restructuring related charges, after increasing by $78 million in 2007 to $79 million. The EBIT margin for the division decreased to 0.5 percent in 2008, down from
5.6 percent in 2007.

Higher
revenues especially increased sales in general industry, margin improvements in the Systems business and increased sourcing of materials in emerging markets contributed to the
EBIT improvement in 2007.

Fiscal year 2009 outlook

The current downturn in the worldwide automotive industry also affects general industry segments. We believe it will continue to stress
the competitive situation in the robotics market during 2009 and lead to increased pressure on prices and margins within OEMs and their related suppliers.

Corporate and Other

Corporate and Other comprises corporate headquarters and stewardship, corporate R&D, corporate real estate, equity investments
primarily in Colombia, Ivory Coast and South Africa that are being considered for sale as well as other activities. EBIT for Corporate and Other over the three year period was as follows:

Year ended December 31,2008

2007

2006($ in millions)Corporate headquarters and stewardship


(277
)

(202
)

(224
)Corporate research and development


(118
)

(98
)

(89
)Corporate real estate


49


43


34Equity ventures


(1
)

10


61Other


(636
)

(54
)

(38
)Total Corporate and Other


(983
)

(301
)

(256
)


Corporate headquarters and stewardship costs in 2008 were higher due mainly to higher pension and insurance costs and specific costs incurred
related to programs such as brand promotion. Corporate headquarters and stewardship operating results improved in both 2007 and 2006 as a result of the continued focus on reducing corporate costs in
the Company's operations throughout the world and in corporate headquarters in Zurich. Improved corporate headquarters and stewardship results in 2007 as compared to 2006 were partly due to lower
costs associated with the internal control measures to comply with the provisions of the Sarbanes Oxley Act of 2002. Headquarters and stewardship results in 2007 also included a $17 million
contribution made to the Jürgen Dormann Foundation and some minor gains from businesses sold during the period.

Corporate
R&D increased due to higher activities in the research and development areas in 2008. Corporate R&D increased slightly in 2007, primarily due to the appreciation of the local
currencies relative to the U.S. dollar.

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Corporate real estate consisted primarily of rental income from intragroup real estate agreements which are eliminated in the calculation of our total
consolidated orders and revenues. EBIT of real estate operations in 2008 included $33 million gain from the sale of properties mainly in Switzerland, Brazil, Italy, Mexico and Poland. In 2007,
EBIT in real estate operations were mainly from the gain on the sale of real estate properties in Switzerland, Norway, Brazil and Australia.

EBIT
from equity investments decreased in 2008 as most investments were sold in previous years. In 2007, EBIT from equity investments were generated mainly from equity investments in
Jorf Lasfar and Neyveli which were sold mid 2007. The gain on sale of these equity investments of $38 million was more than offset by a $42 million impairment charge in respect of
another equity investment which we intend to divest. In 2006, our equity investments contributed $61 million primarily representing income from Jorf Lasfar and Neyveli.

EBIT
from Other in 2008 was mainly caused by provisions related to the Power Transformer investigations and disclosures to the SEC and DoJ on suspect payments (see "Note 15
Commitments and contingencies" in our Consolidated Financial statements). It also included the costs of our Group Treasury Operations, which are part of our corporate finance function of
$10 million in 2008 and 2007. Further, Other included $7 million in losses mainly related to the write-down of assets of our Distributed Energy business in Great Britain, and
in 2007, losses related to projects in Building Systems and other businesses.

Discontinued operations

The income (loss) from discontinued operations, net of tax for the years ended December 31, 2008, 2007 and 2006 is broken down
as follows:

Year ended December 31,2008

2007

2006($ in millions)Downstream Oil and Gas business


(5
)

539


9Building Systems business Germany





(2
)

(65
)Transformer business South Africa


13


15


16Cable business Ireland





(1
)

(48
)Upstream Oil, Gas and Petrochemicals





21


15Asbestos


(31
)




(70
)Others


2


14


1Total


(21
)

586


(142
)


Tax
expense, net, in discontinued operations represented an expense (benefit) of $(36) million, $36 million and ($7) million in 2008, 2007 and 2006, respectively.

For
further discussion on the discontinued operations, see "Acquisitions, investments and divestitures", "Item 4. Information on the CompanyDiscontinued Operations",
"Note 3 Acquisitions, divestments and discontinued operations", and "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Principal sources of funding

In 2008, 2007 and 2006, we met our liquidity needs principally using cash from operations and bank borrowings.

During
2008, 2007 and 2006, our financial position was strengthened by the positive cash flow from operating activities of $3,958 million, $3,054 million and
$1,939 million, respectively. The cash

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generated
in 2008 allowed us to make the nominal value reduction in share capital, launch and execute part of our share buyback program (see "Note 19 Stockholders' equity" to our Consolidated
Financial Statements) and acquire businesses (see "Note 3 Acquisitions, divestments and discontinued operations" to our Consolidated Financial Statements). The cash generated in 2007 and 2006
enabled us to reduce the level of our securitization programs and to restructure or repurchase debt (see "Note 12 Debt" to our Consolidated Financial Statements).

Our
financial position at December 31, 2008 and 2007 is demonstrated in the table below:

December 31,2008

2007($ in millions)Cash and equivalents


6,399


4,650Marketable securities and short-term investments


1,407


3,460Short-term debt and current maturities of long-term debt


(354
)

(536
)Long-term debt


(2,009
)

(2,138
)Net cash(defined as the sum of the above lines)


5,443


5,436


Net
cash at December 31, 2008, was comparable to the balance at December 31, 2007, despite the cash generated by operations during 2008 of $3,958 million. See
"Financial Position", "Net cash provided by (used in) investing activities" and "Net cash used in financing activities" for further details.

Our
Group Treasury Operations is responsible for providing a range of treasury management services to our group companies and is also responsible for investing cash in excess of current
business requirements. At December 31, 2008 and 2007, the proportion of our aggregate cash and equivalents and marketable securities and short-term investments managed by our Group
Treasury Operations amounted to 73 percent and 71 percent, respectively. At December 31, 2007, denomination of the investments by our Group Treasury Operations was split
approximately equally between euros and U.S. dollars. However, during 2008, with the significant fall in short-term U.S. dollar interest rates and our aim of maximizing the return on
excess cash, we reduced the weighting of U.S. dollar investments significantly and, rather than swapping funds received into U.S. dollars or euros, the investments have been placed in the currency of
their origination. Consequently, at December 31, 2008, of the excess cash invested by our Group Treasury Operations, approximately 47 percent has been placed in euros, 32 percent
in Swiss francs, 10 percent in Swedish krona, 6 percent in Norwegian krona, 4 percent in U.S. dollars and the remainder in other currencies.

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 will continue to closely monitor ongoing developments in the credit markets and make appropriate changes to our investment policy as deemed
necessary.

At
December 31, 2007, excess cash invested by our Group Treasury Operations was placed in bank time deposits. During 2008, in view of the deepening financial market turmoil, we
took a number of actions in order to safeguard our liquidity. Firstly, we shortened the tenor of our deposits with banks, despite the fact that we already had a minimum requirement of A rating for our
banking counterparts. Secondly, we diversified the investment of excess cash away from the banking sector into corporate commercial paper with original maturities at date of purchase of up to
2 months (classified as cash and equivalents in our Consolidated Balance Sheet). Until late November, we required a minimum short-term A-2/P-2 rating for
investments in such paper but as the financial crisis deepened, we became more restrictive and increased the minimum required rating to A-1/P-1. In addition to rating criteria,
we have specific investment criteria and restrictions on the sectors we invest in. These parameters are closely monitored on an ongoing basis and amended as we consider necessary. At
December 31, 2008, approximately $532 million was invested in such corporate papers, down from $1,444 million at

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September 30,
2008, reflecting our increasingly restrictive investment criteria in the fourth quarter of 2008. Thirdly, as the financial market crisis deepened in the fourth quarter of 2008, we
further diversified the investment of our excess cash into AAA-rated Government bonds with original maturities at date of purchase of up to a maximum of 6 months. These papers are
classified as available-for-sale and included in cash and equivalents ($550 million) and marketable securities ($934 million) in the balance sheet at
December 31, 2008. Our current objective is to maintain diversification in our investment portfolio and have a mix of government securities, highly-rated corporate short-dated commercial paper
and time deposits of short duration with banks.

We
believe the cash flows generated from our business are sufficient to support business operations, capital expenditures, 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. Despite the current
credit environment, we have the ability to supplement this near-term liquidity, if necessary, through access to the capital markets (including short-term commercial paper) and
credit facilities. Consequently, we believe that our ability to obtain funding from these sources will continue to provide the cash flows necessary to satisfy our working capital and capital
expenditure requirements, as well as meet our debt repayments and other financial commitments for the next 12 months. (See "Contractual obligations".)

Debt and interest rates

At December 31, 2008 and 2007, total outstanding debt amounted to $2,363 million and $2,674 million, respectively,
as shown in the table below:

December 31,2008

2007($ in millions)Short-term debt including current maturities of long-term debt (including bonds)


354


536Long-term debtbonds


1,856


1,983other long-term debt


153


155Total debt


2,363


2,674


The
decrease in debt in 2008 was primarily due to the maturity of bonds and other debt in the year and to a lesser extent due to exchange rate movements.

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 and/or foreign currency exposures
arising on our debt. For example, we use interest rate swaps to effectively convert fixed rate debt into floating rate liabilities and we use cross currency swaps to effectively convert certain
foreign currency denominated bonds into U.S. dollar 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
$2,124 million and our fixed rate long-term debt (including current maturities) of $80 million was 5.8 percent and 4.8 percent, respectively. This compares with
an effective rate of 6.8 percent for floating rate long-term debt of $2,398 million and 6.4 percent for fixed-rate long-term debt of
$147 million at December 31, 2007.

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

Credit facilities

In 2005, we put in place a five-year, $2 billion multicurrency revolving credit facility. During 2007, we amended
the facility to reduce the costs associated with it and to remove the sole remaining

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financial
covenant which was related to maximum net leverage. For further details of this credit facility, see "Note 12 Debt" to our Consolidated Financial Statements.

No
amount was drawn under the facility at December 31, 2008 and 2007. The facility is for general corporate purposes and will serve as a back-stop facility to our
commercial paper programs in the event 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.

Commercial paper

In 2007, we established a $1 billion commercial paper program for the private placement of USD denominated commercial paper in
the United States and a $1 billion Euro-commercial paper program for the issuance of commercial paper in a variety of currencies. These programs are in addition to the existing
5 billion Swedish krona program (equivalent to approximately $641 million, using December 31, 2008 exchange rates), allowing us to issue short-term commercial paper in
either Swedish krona or euro.

At
December 31, 2008 and 2007, no amounts had been issued or were outstanding under these commercial paper programs.

Medium Term Note Program (MTN)

We have in place a MTN Program that allows us to issue up to the equivalent of $5,250 million in certain debt instruments. At
December 31, 2008 and 2007, $1,918 million and $2,094 million, respectively, of our total debt outstanding, were debt issuances under the MTN Program. The terms of the MTN Program
do not obligate any third party to extend credit to us and the terms and availability of financings under the MTN Program are determined with respect to, and as of the date of issuance of, each debt
instrument.

Credit ratings

Credit ratings are assessments by the rating agencies of the credit risk associated with our company 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. Since April 2006, 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, 2007, our long-term company ratings were Baa1 and A-, from Moody's and Standard & Poor's, respectively, as were our
long-term unsecured debt ratings. On January 21, 2008, Moody's announced an upgrade in our long-term ratings from Baa1 to A3. Our ratings have remained unchanged during
the remainder of 2008 and to date.

Limitations on transfers of funds

Currency and other local regulatory limitations exist related to the transfer of funds in a number of countries where we operate,
including China, Egypt, India, Korea, Malaysia, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and Venezuela. Funds, other than regular dividends, fees or loan repayments, cannot be
readily transferred offshore from these countries and are therefore deposited and used for working capital needs locally. In addition, there are certain countries where, for tax reasons, it is not
considered optimal to transfer the cash offshore. As a consequence, these funds are not available within our Group Treasury Operations to meet short-term cash obligations outside the
relevant country. The above described funds are reported as cash in our Consolidated Balance Sheets, but we do not consider these funds immediately available for the repayment of debt outside the
respective countries where the cash is situated, including those described above. At December 31, 2008

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and
2007, 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 $1,490 million and $1,451 million, respectively. In view of the deepening crisis in the banking sector during 2008, we took several steps to safeguard
our cash positions in these countries. Countries were directed to place such cash with our core banks or investment grade banks and consequently cash placed with non-rated or
sub-investment grade banks has been reduced to less than 10 percent of cash outside of our Group Treasury Operations. We closely monitor the situation to ensure bank counterparty
risks are minimized.

FINANCIAL POSITION

Balance sheet

Current assets at the end of 2008 and 2007 consisted of the following:

December 31,Current assets

2008

2007($ in millions)Cash and equivalents


6,399


4,650Marketable securities and short-term investments


1,407


3,460Receivables, net


9,245


8,582Inventories, net


5,306


4,863Prepaid expenses


237


307Deferred taxes


1,020


783Other current assets


733


368Assets held for sale and in discontinued operations





132Total current assets


24,347


23,145


Our
total current assets at December 31, 2008, increased by 5 percent, as compared to total current assets at December 31, 2007.

At
December 31, 2008 and 2007, we had cash and equivalents as well as marketable securities and short-term investments totaling $7,806 million and
$8,110 million, respectively. At December 31, 2008 and 2007, the proportion of our aggregate cash and equivalents and marketable securities and short-term investments
invested by our Group Treasury Operations amounted to 73 percent and 71 percent, respectively.

At
December 31, 2007, the investments by our Group Treasury Operations were denominated primarily in U.S. dollars and euro. At December 31, 2008, the investments were
denominated primarily in euro
and Swiss francs, but also a number of other currencies, as we reduced the weighting of U.S. dollar investments significantly after the fall in short-term U.S. dollar interest rates and
placed our investments in the currency of their origin. At December 31, 2007, excess cash invested by our Group Treasury Operations was placed in bank deposits. At December 31, 2008, our
investment portfolio was a mix of government securities, highly-rated corporate short-dated commercial paper and time deposits of short duration with banks, reflecting our restrictive investment
criteria and our objective to maintain diversification. See "Liquidity and capital resourcesPrincipal sources of funding" for further details.

Further
amounts, totaling approximately $1,490 million and $1,451 million, at December 31, 2008 and 2007, respectively, were deposited locally in countries where
currency or other local regulatory limitations exist or where, for tax reasons, it is not considered optimal to transfer the cash offshore, see "Liquidity and capital resourcesLimitations
on transfers of funds" for further details.            Balances not remitted to Group Treasury Operations are primarily denominated in the currency of the respective country holding the
balance.

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We
invest surplus cash available in time deposits and marketable securities with varied maturities based on defined investment guidelines taking into account the prevailing market
environment and the liquidity requirements of the business. Investments which have maturities of three months or less at the time of acquisition are classified as part of cash and equivalents and
those that have maturities of more than three months at the time of acquisition are classified as part of marketable securities and short-term investments. The balance of marketable
securities and short-term investments fluctuate depending on the timing of these investments. (See "Liquidity and capital resources".)

Receivables,
net, as at the end of December 2008, increased from the end of 2007 by approximately 8 percent. Excluding the effect of the depreciation of local currencies relative
to the U.S. dollar, the increase was approximately 16 percent. The double-digit increase in revenues during the year from all of the core divisions contributed to the increase in receivables,
net.

Inventories,
net, increased by 9 percent compared to the level at the end of 2007. Excluding the effect of the depreciation of local currencies relative to the U.S. dollar, the
increase was approximately 18 percent. The increase in inventories was particularly high in our Power Products and Automation Products divisions reflecting the increased order backlog. (See
"Note 16 Taxes" to our Consolidated Financial Statements for a discussion on deferred taxes.)

Other
current assets mainly include derivative and embedded derivative assets. Assets held for sale and in discontinued operations decreased to zero following the sale of ABB Powertech
in South Africa during the first quarter of 2008.

December 31,Current liabilities

2008

2007($ in millions)Accounts payable, trade


4,451


4,167Billings in excess of sales


1,224


829Accounts payable, other


1,292


1,289Short-term debt and current maturities of long-term debt


354


536Advances from customers


2,014


2,045Deferred taxes


528


371Provisions for warranties


1,105


1,121Provisions and other


3,467


2,322Accrued expenses


1,569


1,737Liabilities held for sale and in discontinued operations





62Total current liabilities


16,004


14,479


Total
current liabilities at December 31, 2008, increased by 11 percent compared to December 31, 2007. In local currencies, the increase was 19 percent. The
increases in business volume and compliance related provisions were the main factors contributing to the increase in current liabilities.

Total
accounts payable and billings in excess of sales at December 31, 2008, increased compared to December 31, 2007, due primarily to an increase in business volume in all
of the core divisions. Short-term debt and current maturities of long-term debt were lower than 2007, as several debt obligations were paid back at maturity.

Provisions
for potential costs related to investigations by the U.S. and European authorities into suspect payments and alleged anti-competitive practices, higher derivative
liabilities due to changes in the market value of outstanding derivatives and higher income taxes to be paid as a result of increased profitability are major drivers behind the increase in provisions
and other. These increases were offset by a decrease in asbestos obligations and work due provisions. (See "Contingencies and retained

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liabilities".)
Liabilities held for sale and in discontinued operations decreased to zero following the sale of ABB Powertech in South Africa during the first quarter of 2008.

December 31,Non-current assets

2008

2007($ in millions)Financing receivables, net


445


487Property, plant and equipment, net


3,562


3,246Goodwill


2,817


2,421Other intangible assets, net


411


270Prepaid pension and other employee benefits


73


380Investments in equity method companies


68


63Deferred taxes


1,190


862Other non-current assets


268


127Total non-current assets


8,834


7,856


Total
non-current assets at December 31, 2008, increased by 12 percent compared to December 31, 2007.

Property,
plant and equipment, net, increased by 10 percent (16 percent in local currencies) between December 31, 2007 and December 31, 2008. All of our core
divisions except Process Automation raised their investment levels to further optimize our global production footprint and remove production bottlenecks. The major capital expenditures during 2008
were investments in machinery and equipment in China, Germany, Switzerland, Sweden and India.

The
increase in goodwill and other intangible assets was mainly due to the acquisition of Kuhlman in the United States as well as other intangible assets capitalized of
$135 million. (See "Note 3 Acquisitions, divestments and discontinued operations" and "Note 10 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 pension plans from a slightly overfunded position at the end of 2007 to an underfunded position
of more than $700 million at the end of 2008. (See "Note 17 Employee benefits" to our Consolidated Financial Statements.)

The
increase in deferred taxes mainly reflects the recognition of tax assets on net operating losses carried forward and other items, which previously did not meet the more likely than
not standard of
being realized. Other non-current assets mainly include derivative and embedded derivative assets.

December 31,Non-current liabilities

2008

2007($ in millions)Long-term debt


2,009


2,138Pension and other employee benefits


1,071


631Deferred taxes


425


407Other liabilities


1,902


1,797Total non-current liabilities


5,407


4,973


Total
non-current liabilities at December 31, 2008, increased by 9 percent compared to December 31, 2007.

During
2008, our long-term debt was reduced through the reclassification of a portion of our long-term debt to short-term debt and current maturities
of long-term debt and on account of foreign exchange movements of outstanding bonds. (See "Liquidity and capital resourcesDebt and interest rates".) Our gearing ratio
(calculated as total debt divided by the sum of total debt plus total stockholders' equity and minority interest), excluding borrowings in discontinued operations, was 17 percent at
December 31, 2008, as compared to 19 percent at December 31, 2007.

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The increase in pension and other employee benefits reflects the change in the funded status of our pension plans from a slightly overfunded position at the end
of 2007 to an underfunded position of more than $700 million at the end of 2008 which is primarily related to a reduction in the value of our pension assets, see "Note 17 Employee
benefits" to our Consolidated Financial Statements.

Other
liabilities increased slightly, mainly on account of higher non-current tax provisions. Other liabilities further included non-current deposit liabilities
of $298 million and $298 million, deferred income of $89 million and $113 million, non-current derivative liabilities of $180 million and
$162 million, management incentive plan provisions of $3 million and $71 million and other non-current liabilities of $390 million and $352 million at
December 31, 2008 and 2007, respectively. Other liabilities also includes provisions for the estimated environmental remediation costs related to our former Nuclear Technology business of
$241 million and $245 million at December 31, 2008 and 2007, respectively. (See "Environmental liabilities" and "Note 15 Commitments and contingencies" and "Note 13
Provisions and other and non-current other liabilities" to our Consolidated Financial Statements.)

Cash flows

In the Consolidated Statements of Cash Flows, the effects of discontinued operations are not segregated, as permitted by SFAS
No. 95,Statement of Cash Flows(SFAS 95).

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

Year ended December 31,2008

2007

2006($ in millions)Net cash provided by operating activities


3,958


3,054


1,939Net cash provided by (used in) investing activities


114


(2,291
)

(694
)Net cash used in financing activities


(2,119
)

(625
)

(392
)Effects of exchange rate changes on cash and equivalents


(230
)

275


184Adjustment for the net change in cash and equivalents in assets held for sale and in discontinued operations


26


39


25Net change in cash and equivalentscontinuing operations


1,749


452


1,062


Net cash provided by operating activities

Operating activities provided net cash of $3,958 million in 2008. Cash effective earnings of $4,729 million (defined as
net income after adding back non-cash and non-operating expenses) were partly offset by $771 million cash outflows towards operating assets and liabilities. The
increased business volume led to a cash outflow, especially associated with higher receivables and inventories. The latter was a result of high factory loading and material procurements to support the
execution of the high order backlog.

Net
cash provided by operating activities were particularly high in our Power Products and Automation Products divisions on account of high cash effective earnings.

Net
cash provided by operating activities in 2008 included $100 million of asbestos payments. (See "Contingencies and retained liabilities".) In 2007, $382 million of
asbestos payments were made, of which $204 million was paid upon the sale of Lummus.

Operating
activities provided net cash of $3,054 million in 2007, substantially up by $1,115 million from the prior year. This increase was driven primarily by
significantly higher cash effective earnings compared to the prior year as well as by comparatively lower cash outflows towards operating assets and liabilities. Cash outflows arising from the changes
in operating assets and liabilities were

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$267 million
during 2007, compared to $571 million in 2006. This improvement was a result of an improved focus on working capital management, particularly with respect to inventories and
trade payables.

In
2007, net cash provided by operating activities increased in all of our core divisions where higher cash outflow requirements for working capital, as a result of the significant
increase in the volume of operations, were more than offset by the significant increase in cash effective earnings. The Power Systems division contributed to net cash provided by operating activities,
the majority of which was as a result of high advances from customers on major projects and closer management of trade payables. In the Power Products division, working capital improvements were
driven by improved inventory management.

Due
to the improved liquidity situation of the Group we terminated the securitization activities in the United States during the third quarter of 2007. This termination had an impact on
the 2007 full year
cash flows from operations of $178 million. Approximately 50 percent of this impact was in our Power Products division.

Net cash provided by (used in) investing activities

Year ended December 31,2008

2007

2006($ in millions)Changes in financing receivables


7


56


67Purchases of marketable securities (other than trading) and short-term investments


(3,626
)

(10,115
)

(4,743
)Purchases of property, plant and equipment and intangible assets


(1,171
)

(756
)

(536
)Acquisitions of businesses (net of cash acquired)


(653
)

(54
)

(3
)Proceeds from sales of marketable securities (other than trading) and short-term investments


5,417


7,361


4,366Proceeds from sales of property, plant and equipment


94


75


128Proceeds from sales of businesses and equity accounted companies (net of cash disposed)


46


1,142


27Net cash provided by (used in) investing activities


114


(2,291
)

(694
)


Investing
activities include accounts receivable from leases and third party loans (financing receivables); net investments in marketable securities that are not held for trading
purposes; asset purchases, net of disposals and acquisitions of, investments in and divestitures of businesses.

Net
cash flow provided by investing activities during 2008 was $114 million. Purchases of marketable securities and short-term investments amounted to
$3,626 million in 2008. During the first half of 2008, we invested a lower amount of our excess liquidity in time deposits with a maturity of more than three months (given the prevailing
volatility in financial markets) and instead invested in time deposits with maturities less than three months, classified as cash and equivalents. In the second half of 2008, we invested part of our
excess cash in AAA-rated Government bonds of which the majority had an original maturity of more than 3 months.

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

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Acquisitions
and divestments, net, for the year ended December 31, 2008, mainly included the acquisition of Kuhlman in the United States. The preliminary purchase price for
Kuhlman was $520 million including assumed debt.

Proceeds
from sales of marketable securities and short-term investments during 2008 amounted to $5,417 million as compared with $7,361 million for 2007. The
decrease reflects the change in investment strategy discussed under "Liquidity and capital resources".

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

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

Net
cash provided by (used in) investing activities during 2007 were $2,291 million. Net cash inflows from the sale of businesses and equity accounted companies amounted to
$1,142 million in 2007. This net inflow included approximately $810 million net proceeds from the sale of Lummus, as well as $483 million net proceeds from the sale of our
interests in Jorf Lasfar and Neyveli. These inflows were offset by a cash outflow of $173 million related to the sale of Building Systems in Germany. Net cash outflows for acquisitions amounted
to $54 million in 2007, including $26 million for the acquisition of Raman Boards Ltd in India.

Total
cash disbursement for the purchase of property, plant and equipment and intangibles, net of disposals, in 2007 increased by approximately $270 million, reflecting higher
capital expenditures due to new growth projects and increasing capacity requirements. Capital expenditure payments during the year amounted to $756 million, which included $457 million
towards the purchase of machinery and equipment, $128 million for land and buildings, $84 million for the purchase of intangible assets, mainly software and $87 million for
projects which are under construction. Cash received from the sale of property, plant and equipment during 2007 included $58 million proceeds from the sale of real estate properties, mainly in
Italy and France and $16 million from the sale of machinery and equipment in various locations.

The
substantial increase in net purchases of marketable securities and short-term investments from $377 million in 2006, to $2,754 million in 2007, reflects the
investment of the increased liquidity generated by the group. Other outflows of marketable securities and short-term investments in 2007 include $49 million in purchases of
marketable securities to contribute to the pension funds in Germany and $30 million in additional net cash invested by our captive insurance company.

Acquisitions
and divestments, net, for the year ended December 31, 2006, mainly included the proceeds received from the sale of our Power Lines businesses in Venezuela and South
Africa as well as the sale of our Cable business in Ireland.

In
2006, as a consequence of the increase in the volume of orders and continued high capacity utilization, cash outflows for the purchase of property, plant and equipment increased.
Total cash disbursed for capital expenditures during 2006 was $536 million. Of this amount $308 million was spent on machinery and equipment, $111 million on land and buildings,
$45 million on intangibles, mainly software and $72 million on projects which are under construction, the majority of which relates to

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machinery
and equipment. In the same year, there was $108 million in proceeds on the sale of land and buildings, primarily in Europe and $20 million from the sale of machinery and
equipment.

Cash
outflows from all other investing activities, net, in 2006, were $310 million, including the purchase of marketable securities of $449 million which were contributed
to the pension funds in Germany. These purchases of marketable securities were partially offset by the cash inflows and outflows related to other marketable securities.

Net cash used in financing activities

Year ended December 31,2008

2007

2006($ in millions)Net changes in debt with maturities of 90 days or less


10


(19
)

(26
)Increase in debt


458


210


151Repayment of debt


(786
)

(247
)

(189
)Issuance of shares


49


241


47Purchase of treasury shares


(621
)

(199
)

Nominal value reduction/dividends paid


(1,060
)

(449
)

(203
)Dividends paid to minority shareholders


(152
)

(117
)

(94
)Payments made upon induced bond conversion








(72
)Payments made upon bond exchange








(111
)Other


3


(45
)

105Net cash used in financing activities


(2,119
)

(625
)

(392
)


Our
financing activities primarily include debt, both from the issuance of debt securities and borrowings directly from banks, capital and treasury stock transactions and dividends paid.

The
cash inflow from increases in debt in 2008 primarily relates to short-term borrowings.

During
2008, $786 million in bonds and other debt were repaid at maturity. This amount included the repayment of the remaining 9.5% EUR Instruments, due 2008, that had not been
exchanged by bondholders in 2006, as well as the repayment of several private placements and short-term debt upon maturity. The increase in repayments compared to 2007 reflects also the
increases in short-term debt compared to 2007.

The
cash inflow of $49 million from the issuance of shares, represented the exercise of call options by a bank. These call options (with strike prices of CHF 7.00 and
CHF 7.50) had been issued at fair value during 2003 and 2004. As a result of the exercise approximately 6.8 million shares were issued.

During
2008, we purchased 22.675 million ABB shares at a cost of $621 million in connection with the share buyback program launched in 2008 to repurchase shares up to a
maximum value of 2.2 billion Swiss francs (equivalent to $2.1 billion at December 31, 2008 exchange rates). On February 12, 2009, we announced that given the market
uncertainty, we are not actively pursuing new purchases under the program.

Dividends
paid in 2008 of $1,060 million represented the nominal value reduction of CHF 0.48 per share, approved at our Annual General Meeting in May 2008, which reduced
the nominal value of our shares from CHF 2.50 each to CHF 2.02 each. Dividends paid to minority shareholders amounted to $152 million in 2008.

The
issuance of shares in 2007, resulting in a cash inflow of $241 million, represented the exercise of call options by a bank as well as the issuance of shares to employees in
connection with our Employee Share Acquisition Plan (ESAP). The call options held by the bank (and related to our

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management
incentive plan launches in 2001, 2003 and 2004) had been issued by us at fair value with strike prices ranging from CHF 7.00 to CHF 13.49. The exercise by the bank resulted in
the issuance of approximately 19.6 million shares and net proceeds of $181 million. The exercise by employees of the options they held under the ESAP resulted in the issuance of
3.7 million shares and net proceeds of $60 million.

During
2007, we purchased, on the open market, 10 million of our own shares for use in connection with our employee incentive plans, resulting in a cash outflow of
$199 million and the corresponding increase in treasury stock.

Dividends
paid in 2007 of $449 million represented a dividend of CHF 0.24 per share, while dividends paid to minority shareholders amounted to $117 million.

During
2006, the capital increase resulting from the issuance of shares under our ESAP led to a net cash inflow of $47 million. During 2006, we paid a dividend of CHF 0.12
per share which resulted in an outflow of $203 million while dividends paid to minority shareholders amounted to $94 million. Net cash used in financing activities in 2006 also included
$72 million payments made in relation to the induced conversion of our 4.625% USD Convertible Bonds, due 2007, and $111 million payments in connection with the exchange of our 10% GBP
Instruments, due 2009 and the 9.5% EUR Instruments, due 2008 which were partly offset by cash inflows from certain financial derivative transactions.

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 on our Consolidated Balance Sheets at December 31, 2008. 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,
2008:

Payments due by period

Total

Less than
1 year

13
years

35
years

More than
5 years($ in millions)Long-term debt obligations


2,204


195


954


955


100Interest payments related to long-term debt obligations


545


125


233


111


76Operating lease obligations


1,957


372


593


441


551Capital lease obligations(1)


249


40


52


32


125Purchase obligations


4,565


3,917


511


107


30Total


9,520


4,649


2,343


1,646


882


---

We have determined the interest payments related to long-term debt obligations by reference to the payments due under the terms of our
debt obligations at the time such obligations were incurred. However, we use interest rate swaps to modify the characteristics of certain of our debt obligations. The net effect of these swaps may be
to increase or decrease the actual amount of our cash interest payment obligations, which may differ from those stated in the above table. For further details on our debt obligations and the related
hedges, see "Note 12 Debt" to our Consolidated Financial Statements.

Of
the total of $715 million unrecognized tax benefits at December 31, 2008, it is expected that $14 million will be paid within less than a year, however, we cannot
make a reasonably reliable

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estimate
as to the related future payments for the remaining amount of $701 million. (See "Note 16 Taxes" to our Consolidated Financial Statements.)

Off-balance sheet arrangements
Commercial commitments

Certain guarantees issued or modified after December 31, 2002 are accounted for in accordance with FASB Interpretation
No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others(FIN 45). Upon issuance of certain guarantees, a liability, equal to the fair value of the guarantee, is recorded.

FIN 45
requires that 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" as defined by FIN 45 does not allow any discounting of our assessment of actual exposure under the guarantees. The
information below reflects
our maximum potential exposure under the guarantees, which is higher than our assessment of the expected exposure.

Guarantees

The following table provides quantitative data regarding our third-party guarantees. The maximum potential payments represent a
"worst-case scenario," and do not reflect our expected results.

The
carrying amount of liabilities recorded in the Consolidated Balance Sheets reflects our best estimate of future payments, which we may incur as part of fulfilling our guarantee
obligations.

December 31,2008

2007Maximum
potential
payments

Carrying
amount of
liabilities

Maximum
potential
payments

Carrying
amount of
liabilities($ in millions)

($ in millions)Performance guarantees


413


1


957


9Financial guarantees


95





131


Indemnification guarantees


277


2


328


1Total


785


3


1,416


10


For
additional descriptions of our performance, financial and indemnification guarantees see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.

Variable interests

We are a party to certain off-balance sheet arrangements including variable interests in unconsolidated entities. (See
"Note 11 Investments in equity method accounted companies" to our Consolidated Financial Statements.)

ENVIRONMENTAL LIABILITIES

We are engaged in environmental clean-up activities at certain sites principally in the United States of America, arising
under various United States (U.S.) and other environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal
proceedings, investigations or claims, and it is uncertain to which extent 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

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estimated.
If a provision has been recognized for any of these matters we record an asset when it is probable that we will recover a portion of the costs expected to be incurred to settle them. We are
of the opinion, based upon information presently available, that the resolution of any such obligation and non-collection of recoverable costs would not have a further material adverse
effect on our Consolidated Financial Statements.

Contingencies related to former Nuclear Technology business

We retain liabilities for certain specific environmental remediation costs at two sites in the United States that were operated by our
former subsidiary, ABB CE-Nuclear Power Inc., which we sold to British Nuclear Fuels PLC (BNFL) in 2000.

We
established a provision of $300 million in income (loss) from discontinued operations in 2000 for our estimated share of the remediation costs for these sites. At
December 31, 2008 and 2007, we have recorded in current and non-current other liabilities provisions of $241 million and $245 million, respectively, net of payments
from inception of $54 million and $50 million, respectively. Expenditures charged against the provision were $4 million, $3 million and $4 million during 2008, 2007
and 2006, respectively. We have estimated that during 2009 we will charge expenditures of approximately $27 million to the provision.

For
a detailed description of these and other contingencies see "Note 15 Commitments and contingencies" to our Consolidated Financial Statements.

Item 6.    Directors, Senior Management and Employees

Principles of Corporate Governance



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, the regulations of ABB's board committees, the ABB Ltd Related Party Transaction Policy, and the ABB Code of Conduct. 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 is included in "Item 16G. Corporate Governance" or can be found in the corporate governance section at:www.abb.com/investorrelations.



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.

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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.



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.



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.



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.



If directors and officers transact business on behalf of the corporation withbona fidethird parties in violation of their statutory duties, the transaction is nevertheless valid, as long as it is not explicitly excluded by the corporation's business purpose as set forth in its articles
of incorporation. Directors and officers acting in violation of their statutory dutieswhether transacting business withbona fidethird
parties or performing any other acts on behalf of the companymay, however, become liable to the corporation, its shareholders and its creditors for damages. The liability is joint and
several, but the courts may apportion the liability among the directors and officers in accordance with their degree of culpability.

In
addition, Swiss law contains a provision under which payments made to a shareholder or a director or any person(s) associated therewith, other than at arm's length, must be repaid to
the company if the shareholder or director or any person associated therewith was acting in bad faith.

If
the board of directors has lawfully delegated the power to carry out day-to-day management to a different corporate body, e.g. the executive committee,
it is not liable for the acts of the members of

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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



The Board defines the ultimate direction of the business of ABB and issues the necessary instructions. It determines the organization
of the ABB Group and appoints, removes and supervises the persons entrusted with the management and representation of ABB.

The
internal organizational structure and the definition of the areas of responsibility of the Board, as well as the information and control
instruments vis-à-vis the Group Executive Committee, are set forth in the ABB Ltd Board Regulations, a copy of which can be found in the corporate
governance section at:www.abb.com/investorrelations.

The
Board meets as frequently as needed but at least four times per annual Board term. Board meetings are convened by the chairman or upon request by a director or the chief executive
officer (CEO). Written documentation covering the various items of the agenda for each Board meeting is sent out in advance to each Board member in order to allow each member time to study the covered
matters prior to the meetings. Decisions made at the Board meetings are recorded in written minutes of the meetings.

The
CEO shall regularly, and whenever extraordinary circumstances so require, report to the Board about ABB's overall business and affairs. Further, Board members are entitled to
information concerning ABB's business and affairs. Additional details are set forth in section 6 of the ABB Ltd Board Regulations.



The members of the Board are elected individually at the ordinary general meeting of the shareholders for a term of one year;
re-election is possible. Our Articles of Incorporation, a copy of which can be found in the corporate governance section at www.abb.com/investorrelations, 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, a copy of which can be found in the corporate governance section at:www.abb.com/investorrelations.

As
at December 31, 2008, all Board members were non-executive and independent directors.

As
at December 31, 2008, the members of the Board (Board termMay 2008 to May 2009) were:

Hubertus von Grünberghas been a member and chairman of ABB's Board of Directors since May 3, 2007. He is chairman
of the supervisory board of Continental AG (Germany). 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 (Switzerland). Mr. von Grünberg was born in 1942 and is a German citizen.

Roger Agnellihas been a member of ABB's Board of Directors since March 12, 2002. He is the president and chief executive officer
of Companhia Vale do Rio Doce (Brazil). Mr. Agnelli was born in 1959 and is a Brazilian citizen.

Louis R. Hugheshas been a member of ABB's Board of Directors since May 16, 2003. Mr. Hughes is the chairman and chief
executive officer of GBS Laboratories (U.S.). He is the former chairman of Out Performance Inc. (U.S.). He is also a member of the boards of directors of Akzo Nobel (The Netherlands), Alcatel
Lucent (France) and Sulzer (Switzerland). Mr. Hughes was born in 1949 and is an American citizen.

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Hans Ulrich Märkihas 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 SwissRe and Menuhin Festival Gstaad AG (both
Switzerland). He is also a member of the foundation board of Schulthess Klinik, Zurich (Switzerland) andthe board of trustees of the Hermitage Museum, St. Petersburg (Russia).
Mr. Märki was born in 1946 and is a Swiss citizen.

Michel de Rosenhas been a member of ABB's Board of Directors since March 12, 2002. He is the chief executive officer of Groupe SGD
(France) and the former chairman of ViroPharma (U.S.). Mr. de Rosen was born in 1951 and is a French citizen.

Michael Treschowhas been a member of ABB's Board of Directors since May 16, 2003. He is the chairman of the boards of directors of
Ericsson (Sweden), Unilever NV (The Netherlands), and Unilever PLC (U.K.). He is also a member of board of directors of the Knut and Alice Wallenberg Foundation (Sweden).
Mr. Treschow was born in 1943 and is a Swedish citizen.

Bernd W. Vosshas been a member of ABB's Board of Directors since March 12, 2002. He is a member of the supervisory board of
Dresdner Bank (Germany). He is also a member of the boards of directors of Continental AG, Hapag-Lloyd, and Wacker Chemie (all Germany). Mr. Voss was born in 1939 and is a German citizen.

Jacob Wallenberghas 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 SEB Skandinaviska Enskilda Banken, Atlas Copco AB and SAS AB (all Sweden). He is also a member of the boards of directors of the Knut and Alice Wallenberg Foundation, the Nobel Foundation
and the Stockholm School of Economics (all Sweden), and Coca Cola Company (U.S.). Mr. Wallenberg was born in 1956 and is a Swedish citizen.

As
of December 31, 2008, none of ABB's Board members held any official functions or political posts. Further information on ABB's Board members can be found in the corporate
governance section at:www.abb.com/investorrelations.



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 regulations issued or approved by the Board, copies of which can be found in the
corporate governance section at:www.abb.com/investorrelations. 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.



The GNCC is responsible for (1) overseeing corporate governance practices within ABB, (2) selecting candidates for the
Board, the Board committees, the role of CEO and other positions on the Group Executive Committee, and (3) succession planning, employment and compensation matters relating to the Board and the
Group Executive Committee. The GNCC is also responsible for maintaining an orientation program for new Board members and an ongoing education program for existing Board members.

The
GNCC must comprise three or more independent directors. The chairman of the Board and, upon invitation by the committee's chairman, the CEO or other members of the Group Executive
Committee may participate in the committee meetings, provided that any potential conflict of interest is avoided and confidentiality of the discussions is maintained.

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As
at December 31, 2008, the members of the GNCC were:



The FACC is responsible for overseeing (1) the integrity of ABB's financial statements, (2) ABB's compliance with legal
and regulatory requirements, (3) the independent auditors' qualifications and independence, and (4) the performance of ABB's internal audit function and external auditors.

The
FACC must comprise three or more independent directors who have a thorough understanding of finance and accounting. The chairman of the Board and, upon invitation by the committee's
chairman, the CEO or other members of the Group Executive Committee may participate in the committee meetings, provided that any potential conflict of interest is avoided and confidentiality of the
discussions is maintained. In addition, the Chief Compliance Officer, the Head of Internal Audit and the external auditors participate in the meetings as appropriate. As required by the U.S.
Securities and Exchange Commission (SEC), the Board has determined that Bernd W. Voss is an audit committee financial expert.

As
at December 31, 2008, the members of the FACC were:



The table below shows the number of meetings held during 2008 by the Board and its committees, their average duration, as well as the
attendance of the individual Board members. In addition, members of the Board and the Group Executive Committee participated in a two-day strategic retreat.



Board of
Directors

Governance,
Nomination and
Compensation
Committee

Finance, Audit and
Compliance
CommitteeAverage duration (hrs.)


7


3.5


3Number of meetings


5


5


7Meetings attended:Hubertus von Grünberg


5





Roger Agnelli


4


4


Louis R. Hughes


4





7Hans Ulrich Märki


5


5


Michel de Rosen


5


5


Michael Treschow


5





Bernd W. Voss


5





7Jacob Wallenberg


5





7




Diane de Saint Victor is the secretary to the Board.

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Group Executive Committee



The Board has delegated the executive management of ABB to the CEO and the other members of the Group Executive Committee. The CEO and
under his direction the other members of the Group Executive Committee are responsible for ABB's overall business and affairs and day-to-day management. The CEO reports to the
Board regularly, and whenever extraordinary circumstances so require, on the course of ABB's business and financial performance and on all organizational and personnel matters, transactions and other
issues relevant to the Group.

Each
member of the Group Executive Committee is appointed and discharged by the Board.



As at December 31, 2008, the members of the Group Executive Committee were:

Joe Hoganjoined ABB as Chief Executive Officer in September 2008. Before joining ABB, Mr. Hogan was the CEO and President of
General Electric's GE Healthcare unit from 2000 to 2008. From 1985 to 2000, Mr. Hogan held various positions at General Electric. Mr. Hogan was born in 1957 and is an American citizen.

Michel Demaréjoined ABB as Chief Financial Officer in January 2005, and was appointed interim CEO in addition to his
duties as CFO from February 2008 to August 2008. In October 2008, Mr Demaré also assumed responsibilities as Head of Global Markets. From 2002 until 2004
Mr. Demaré was vice president and chief financial officer of Baxter Europe. From 1984 until 2002, he held various positions within Dow Chemical (U.S.).
Mr. Demaré was born in 1956 and is a Belgian citizen.

Ulrich Spiesshoferjoined ABB as head of Corporate Development in November 2005. From 2002 until he joined ABB, he was senior partner,
global head of operations practice at Roland Berger AG. Prior to 2002, he held various positions with A.T. Kearney Pty. Ltd. and its affiliates. Mr. Spiesshofer was born in 1964 and is a
German citizen.

Gary Steeljoined ABB 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.). 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 Victorjoined ABB as General Counsel in January 2007. From 2004 to 2006, she was general counsel of European Aeronautic
Defence and Space, EADS (France/Germany). From 2003 to 2004, she was general counsel of SCA Hygiene Products (Germany). From 1993 to 2003, she held various legal positions with Honeywell International
(France/Belgium). From 1988 to 1993, she held various legal positions with General Electric (U.S.). Ms. de Saint Victor was born in 1955 and is a French citizen.

Bernhard Juckerwas appointed Executive Committee member responsible for our 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.

Peter Leuppwas appointed Executive Committee member responsible for the Power Systems division in January 2007. From 2005 to 2006, he was
ABB's regional manager for North Asia and from 2001 to 2006 he was ABB's country manager for China. From 1989 to 2001, he held various positions in ABB. Mr. Leupp was born in 1951 and is a
Swiss citizen.

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Tom Sjökvistwas appointed Executive Committee member responsible for the Automation Products division in January 2006.
From 2003 to 2005, he was the head of the Automation Products business area. From 1972 to 2003, he held several positions with ABB. Mr. Sjökvist was born in 1947 and is a Swedish
citizen.

Veli-Matti Reinikkalawas 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.

Anders Jonssonwas appointed Executive Committee member responsible for the Robotics division in January 2006. In 2005, he was the head of
the former Automation Technologies division in China. From 1976 to 2004, he held various positions with ABB. Mr. Jonsson was born in 1950 and is a Swedish citizen.

Further
information about the members of the Group Executive Committee can be found in the corporate governance section at: www.abb.com/investorrelations.



There are no management contracts between ABB and companies or natural persons not belonging to the ABB Group.

Compensation



The compensation levels of members of the Board are as follows:

Amounts in CHF

Board Term
2008 - 2009

Board Term
2007 - 2008Chairman


1,200,000


1,200,000Member of the Board and Committee chairman


400,000


400,000Member of the Board


300,000


300,000


Board compensation is payable in semi-annual installments in arrear. The first payment is made in November, for the period of Board
membership from election at the annual general meeting to October of that year. The second payment is made in May of the following year for the period of Board membership from November to the end of
that Board term.

Board
members elect to receive either 50 percent or 100 percent of their compensation in ABB shares. The reference price for the shares to be delivered (and hence the
calculation of the number of shares to be delivered) is the average closing price of the ABB share during a defined 30-day period, which is different for each installment. The ABB shares
are kept in a blocked account for three years after the date of original delivery and may only be disposed of earlier if the respective person shall have left the Board and shall not have agreed
otherwise to the shares remaining blocked for the original three-year period. In addition, all shares that were in the blocked account at the beginning of May 2007 are blocked until May
2010 and may be disposed of earlier only if the respective Board member shall have left the Board before 2010 and shall not have agreed to the shares remaining blocked until 2010.

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The compensation amounts per individual are listed in the table below.

Paid in 2008

Paid in 2007November
Board term 2008/2009

May
Board term 2007/2008



November
Board term 2007/2008Name

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)

Compensation
Paid 2008
Total(3)

Settled in
cash(1)

Settled in
shares
number of
shares
received(2)

Compensation
Paid 2007
Total(4)CHF







CHF

CHF



CHFHubertus von Grünberg

Chairman of the Board


300,000


10,139


300,000


7,919


1,200,000


300,000


6,779


600,000Roger Agnelli(5)

Member of the Board


75,000


2,514


75,000


1,968


300,000


75,000


1,677


150,000Louis R. Hughes(6)

Member of the Board


75,000


2,514


75,000


1,968


300,000


75,000


1,677


150,000Hans Ulrich Märki

Member of the Board and Chairman of the Governance, Nomination and Compensation Committee





9,204





7,199


400,000





6,149


200,000Michel de Rosen(5)

Member of the Board


75,000


2,514


75,000


1,968


300,000


75,000


1,677


150,000Michael Treschow

Member of the Board


75,000


2,543


75,000


1,971


300,000


75,000


1,677


150,000Bernd W. Voss

Member of the Board and Chairman of the Finance, Audit and Compliance Committee


100,000


3,387


100,000


2,644


400,000


100,000


2,273


200,000Jacob Wallenberg(6)

Member of the Board


75,000


2,514





3,936


300,000





3,354


150,000Total




775,000


35,329


700,000


29,573


3,500,000


700,000


25,263


1,750,000


---

Board members do not receive pension benefits and are not eligible to participate in any of our employee incentive programs.



The GNCC has structured the compensation for the members of the Group Executive Committee into three principal components (1) an
annual base salary, (2) a short term incentive and (3) a long-term incentive. In deciding the level of these components for each of the Group Executive Committee members, the
GNCC reviews the components against pan-European benchmarks, and in the case of Veli-Matti Reinikkala, against U.S. top executive benchmarks provided by the Hay Group.

Short
term incentives for members of the Group Executive Committee are their annual bonuses. To align the performance expectations of these members with the development of ABB, these
bonuses depend at least 50 percent on ABB's business performance during the preceding financial year.
Resulting bonuses are paid in March each year after full-year results are announced. The CEO has a maximum bonus opportunity of 150 percent of his base salary. All other current
Group Executive Committee members have a maximum bonus opportunity of 100 percent of their base salary.

ABB
aligns the performance of the members of the Group Executive Committee with that of ABB on a longer term basis by offering them the opportunity to participate in the
Long-term Incentive Plan

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(LTIP).
Some members of the Group Executive Committee have participated in the earlier launches of the Management Incentive Plan (MIP) and those who did so, were not eligible to participate in an LTIP
launch for the same period.

Members
of the Group Executive Committee also receive pension benefits. All members are insured in Switzerland in the ABB Pension Fund, the ABB Supplementary Insurance Plan, the
Tödi Plan and the Tödi FoundationTEDC Plan (the regulations are available under www.abbvorsorge.ch), with the exception of Veli-Matti Reinikkala,
who was insured under comparable plans in Finland for the first half of the year and then in comparable plans in the U.S. The members receive pension contributions from ABB in accordance with the
terms of their pension plans.

Group
Executive Committee members receive customary additional benefits such as a company car, and accident, life, unemployment, social and health insurance compensation. In some cases,
members receive contributions to children's education. Members are also eligible to participate in ESAP.



On September 1, 2008, Joe Hogan joined ABB as Chief Executive Officer. His base salary for 2008 was
CHF 1.9 million pro-rated for the four months he was employed. In connection with his joining ABB, he received (1) a sign-on bonus in the amount of
CHF 3,000,000 and (2) sign-on grants of ABB shares with a value of CHF 10 million (based on the average ABB share price in the 20 trading days preceding his
start date)50% to vest in 3 years and 50% to vest in 5 years from the date he commenced employment with ABB, provided he does not elect to leave ABB before those dates and
that he is not terminated for cause prior to those dates. These sign-on amounts were to compensate him for certain forfeited benefits from his previous employer. Mr. Hogan, like
other members of the Group Executive Committee, also received conditional grants under the 2008 launch of ABB's Long-Term Incentive Plan as well as the right to participate in the
co-investment portion of that plan. In addition, he received customary additional benefits including pension contributions, relocation compensation, car, schooling for children, health
insurance and other miscellaneous benefits. In 2009, he will be entitled to receive an annual bonus up to 150% of his pro-rated base salary in 2008. His compensation, together with the
compensation of the other members of the Group Executive Committee, is detailed further in the remainder of this section.

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The total compensation of each member of the Group Executive Committee is displayed in two parts: (1) total salary and other non share-based compensation
and (2) total share-based compensation. The total salary and other non share-based compensation includes base salary, bonuses, pension contributions and certain other items as described more
fully in the salary and other non share-compensation table later in this Item 6. The total share-based compensation includes all share-related grants to individuals. The valuation is based on
the market price of the ABB Ltd share at the time of grant and for the LTIP grants assumes 100 percent vesting, although less than 100 percent may actually vest. Share-based
compensation is described more fully in the share-based compensation table later in this Item 6. The total compensation includes only compensation received by an individual in connection with
his or her role as a member of the Group Executive Committee. The total compensation of members of the Group Executive Committee in 2008 is summarized in the table below:



Name

Function

Total salary and
other non share-
based
compensation

Total
share-based
compensation(1)

TotalCHF

CHF

CHFJoe Hogan(2)

Chief Executive Officer


4,119,134


15,084,279


19,203,413Michel Demaré

Chief Financial Officer


3,330,059


3,963,209


7,293,268Gary Steel

Human Resources responsible


2,352,667


2,082,413


4,435,080Ulrich Spiesshofer

Corporate Development responsible


2,077,822


1,978,285


4,056,107Diane de Saint Victor

General Counsel


1,903,921


1,973,985


3,877,906Bernhard Jucker

Power Products Division responsible


2,077,401


2,469,149


4,546,550Peter Leupp

Power Systems Division responsible


1,980,773


2,081,199


4,061,972Tom Sjökvist

Automation Products Division responsible


1,974,501


1,906,201


3,880,702Veli-Matti Reinikkala

Process Automation Division responsible


1,863,471


1,765,876


3,629,347Anders Jonsson

Robotics Division responsible


1,458,202


1,652,547


3,110,749Total current executive committee members




23,137,951


34,957,143


58,095,094Fred Kindle

President and Chief Executive Officer until February 13, 2008


8,660,961





8,660,961Ravi Uppal

President Global Markets from July 1, 2007 to October 31, 2008


4,264,595


1,936,379


6,200,974Total former executive committee members




12,925,556


1,936,379


14,861,935Total




36,063,507


36,893,522


72,957,029


---

The table below shows the gross payments (i.e. compensation before deduction of employee social insurance and pension contributions) that
were made to, or on behalf of, the members of the Group Executive Committee in 2008, but excludes share-based compensation, which is shown in a separate table below.

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Costs of
company
car
leasing





Employer's
social
security
paymentsBase
salary



Additional
compensation

Employers'
pension
contributions

Costs of
health
insurance

Costs of
children's
educationBonus(1)

TotalNameCHF

CHF

CHF

CHF

CHF

CHF

CHF

CHF

CHFJoe Hogan(2)


633,335





3,150,000


85,055


2,666


3,153


4,500


240,425


4,119,134Michel Demaré(3)


1,190,043


832,832


325,706


242,710


26,575


8,644


31,320


672,229


3,330,059Gary Steel


765,004


685,462


706


257,484


26,574


9,622


27,000


580,815


2,352,667Ulrich Spiesshofer


723,337


659,640


706


210,850


28,460


7,820





447,009


2,077,822Diane de Saint Victor(4)


725,005


649,250


4,900


232,079





8,632





284,055


1,903,921Bernhard Jucker


904,999


773,145


706


252,640


29,963


8,412





107,536


2,077,401Peter Leupp(5)


758,338


682,500


73,706


262,232


27,278


9,622





167,097


1,980,773Tom Sjökvist(6)


761,672


702,000


96,466


275,866


29,368


9,031





100,098


1,974,501Veli-Matti Reinikkala(7)


702,123


582,337


77,929


419,312


25,488


9,458





46,824


1,863,471Anders Jonsson


608,333


493,350


706


248,210


27,080


9,224





71,299


1,458,202Total current executive committee members


7,772,189


6,060,516


3,731,531


2,486,438


223,452


83,618


62,820


2,717,387


23,137,951Fred Kindle(8)


2,325,250


2,480,426


1,483,022


185,088


34,881


6,281





2,146,013


8,660,961Ravi Uppal(9)


1,211,669


1,317,119


1,172,020


213,203


25,496


8,064





317,024


4,264,595Total former executive committee members


3,536,919


3,797,545


2,655,042


398,291


60,377


14,345


0


2,463,037


12,925,556Total


11,309,108


9,858,061


6,386,573


2,884,729


283,829


97,963


62,820,


5,180,424


36,063,507


---

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Share-based compensation granted to members of the Group Executive Committee during 2008 is summarized in the table below. The vesting dates of
the respective awards are listed in the footnotes to the table.



Name

Number of
conditionally
granted
shares under the
performance
component of the
2008 launch
of LTIP(1)

Number of
conditionally
granted
shares
under the
co-investment
component
of the 2008
launch of
LTIP(1)

Total fair
value
LTIP
2008(2)

Number of
shares
granted
in respect
of
sign-on
bonus(3)

Fair value of
shares
in respect of
sign-on
bonus(2)

Number of
shares
granted
in respect
of
special
bonus(4)

Fair value of
shares
in respect of
special
bonus(2)

Total fair
value of
share-based
awards
granted in
2008CHF

CHF





CHF

CHF

CHFJoe Hogan


145,039


26,923


4,704,880


379,364


10,379,399








15,084,279Michel Demaré


71,880


10,490


2,703,383








44,643


1,259,825


3,963,209Gary Steel


29,390


8,634


1,247,948








29,570


834,465


2,082,413Ulrich Spiesshofer


27,863


8,309


1,187,165








28,034


791,119


1,978,285Diane de Saint Victor


27,863


8,178


1,182,866








28,034


791,119


1,973,985Bernhard Jucker


35,115


9,739


1,472,108








35,331


997,041


2,469,149Peter Leupp


29,390


8,597


1,246,733








29,570


834,465


2,081,199Tom Sjökvist


29,390


8,842


1,254,774








29,570


651,427


1,906,201Veli-Matti Reinikkala


23,902


6,866


1,009,806








26,792


756,070


1,765,876Anders Jonsson


23,665


6,214


980,629








23,810


671,918


1,652,547Total current executive committee members


443,497


102,792


16,990,292


379,364


10,379,399


275,354


7,587,452


34,957,143Fred Kindle(5)























Ravi Uppal(6)


27,863


6,800


1,137,640








28,304


798,739


1,936,379Total former executive committee members


27,863


6,800


1,137,640


0


0


28,304


798,739


1,936,379Total


471,360


109,592


18,127,932


379,364


10,379,399


303,658


8,386,190


36,893,522


---

In addition to the above awards, all members of the Group Executive Committee (as well as the spouse of one of the members who is an employee in
one of the Company's subsidiaries) participated in the fifth launch of ESAP, which allows them to save over a 12-month period and, in November 2009,

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use
their savings to acquire up to a maximum number of 650 or 700 shares (depending on the savings currency) at an exercise price of CHF 15.30 or USD 12.98 (depending on the savings
currency).



Other than as disclosed herein, in 2008 ABB did not pay any additional fees or remuneration to the members of the Board or the Group
Executive Committee for services rendered to ABB. Also, in 2008, ABB did not pay any additional fees or remuneration, other than on market terms, to persons closely linked to a member of the Board or
the Group Executive Committee for services rendered to ABB. "Persons closely linked" is understood to mean: (1) an individual's spouse, (2) an individual's children below the age of 18,
(3) any persons living in the same household as an individual for at least 12 months, (4) any legal entities that are under the control of an individual or any of the person's
mentioned under (1) to (3) above, and (5) any legal or natural person acting as an individual's fiduciary or the fiduciary of any of the persons mentioned under (1) to
(4) above.



In 2008, ABB did not grant any loans or guarantees to its Board members or members of the Group Executive Committee or to persons
closely linked to any of those members.



Employment contracts for Group Executive Committee members contain notice periods of 12 months or less, during which they are
entitled to running salaries and bonuses. In addition, if the Company terminates the employment of a member of the Group Executive Committee
and that member does not find alternative employment within their notice period that pays at least 70 percent of such member's annual compensation, then the Company will continue to pay
compensation to that member for up to 12 additional months.



In 2008, except as disclosed above, ABB did not make any payments to a former member of the Board or the Group Executive Committee in
connection with such member's role, or departure from the role, as a member of the Board or the Group Executive Committee.

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, which are summarized below (for additional information on each incentive plan, please refer to "Note 18 Share-based payment arrangements" to ABB's
Consolidated Financial Statements contained elsewhere in this report).



The Employee Share Acquisition Plan (ESAP) is an employee stock-option plan with a savings feature. Employees save over a
12-month period, by way of monthly salary deductions. The maximum monthly savings amount is the lower of 10 percent of gross monthly salary or the local currency equivalent of
CHF 750. At the end of the savings period, employees choose whether to exercise their stock options to buy ABB shares (ADS in the case of employees in the U.S.) at the exercise price set at the
grant date, or have their savings returned with
interest. The savings are accumulated in a bank account held by a third-party trustee on behalf of the participants and earn interest.

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The maximum number of shares that each employee can purchase has been determined based on the exercise price and the aggregate savings for the
12-month period, increased by 10 percent to allow for currency fluctuations. If, at the exercise date, the balance of savings plus interest exceeds the maximum amount of cash the
employee must pay to fully exercise their stock options, the excess funds will be returned to the employee. If the balance of savings and interest is insufficient to permit the employee to fully
exercise their stock options, the employee has the choice, but not the obligation, to make an additional payment so that they may fully exercise their stock options.

If
an employee ceases to be employed by ABB, the accumulated savings as of the date of cessation of employment will be returned to the employee and the employee's right to exercise their
stock options will be forfeited. Employees can withdraw from the ESAP at any time during the savings period and will be entitled to a refund of their accumulated savings.

The
exercise price per share and ADS of CHF 15.30 and USD 12.98, respectively, for the 2008 grant, were determined using the closing price of the ABB share on the SIX Swiss
Exchange (SWX Europe) and ADS on the New York Stock Exchange on the grant date.



Under the MIP, ABB offers physically-settled warrants, cash-settled warrant appreciation rights (WARs) and, as of the May
2007 launch, options, to key employees for no consideration.

The
warrants and options granted under the MIP allow participants to purchase shares of ABB at predetermined prices. Participants may sell the warrants and options rather than exercise
the right to purchase shares. Equivalent warrants are listed by a third-party bank on the SIX Swiss Exchange, which facilitates pricing and transferability of warrants granted under the MIP. The
options entitle the holder to request that a third-party bank purchase such options at the market price of equivalent listed warrants related to that MIP launch. If the participant elects to sell the
warrants or options, the instruments will then be held by a third party and, consequently, ABB's obligation to deliver shares will be to this third party. Each WAR gives the participant the right to
receive, in cash, the market price of the equivalent listed warrant on the date of exercise of the WAR. The WARs are non transferable.

Participants
may exercise or sell warrants and options and exercise WARs after the vesting period, which is three years from the date of grant. Vesting restrictions can be waived in
certain circumstances, such as death or disability. All warrants, options and WARs expire six years from the date of grant.

The
details of the various unexpired grants as at December 31, 2008, are as follows:

Grant

Warrant/Option
exercise price
in CHF

Subscription
ratioDecember 2003


7.00


5:1December 2004


7.50


5:1February 2006


15.30


5:1May 2007


26.00


5:1May 2008


36.40


5:1




ABB has an LTIP for members of its Group Executive Committee and certain other executives (each an eligible participant). The LTIP
involves annual conditional grants of ABB's stock and contains a co-investment component.

Under
the share-price performance component, the value of the number of shares conditionally granted equals a certain percentage of the eligible participant's base salary at the date of
grant. For

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members
of the Group Executive Committee, these percentages for the 2008 grant were 100 percent for all members except Joe Hogan and Michel Demaré for whom the percentages were
200 percent and 150 percent, respectively. The number of shares granted usually is adjusted downward for individuals who become eligible participants after the initial grant date. The
actual number of shares that each eligible participant will receive free of charge at a future date is dependent on (1) the performance of ABB shares during a defined period (evaluation period)
compared to those of a selected peer group of publicly listed multinational companies and (2) the term of service of the respective eligible participants in that capacity during the evaluation
period. The actual number of shares received after the evaluation period cannot exceed 100 percent of the conditional grant.

The
performance of ABB 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 share
price over the evaluation period and an average annual dividend yield percentage (ABB's performance).

In
order for shares to vest, ABB's performance over the evaluation period must be positive and equal to or better than half of the defined peers. The actual number of shares to be
delivered by ABB will be
dependent on ABB's ranking in comparison with the defined peers. The full amount of the conditional grant will vest if ABB's performance is better than three-quarters of the defined peers.

Under
the co-investment component of the LTIP, each eligible participant is invited to deposit a number of ABB shares, up to an individually defined maximum number of shares.
If at the end of the evaluation period the individual remains an eligible participant and the owner of such shares, then ABB will deliver free-of-charge to the eligible
participant a matching number of shares.

The
details of the various unexpired launches as at December 31, 2008, are as follows:

Launch year

Evaluation period

Reference price
(in CHF)2006

March 15, 2006, to March 15, 2009


15.482007

March 15, 2007, to March 15, 2010


21.082008

March 15, 2008, to March 15, 2011


26.20


The
exact number of shares to be received for the 2006, the 2007 and the 2008 launches will be known only in March 2009, 2010 and 2011, respectively.

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ABB Shareholdings of members of the Board and the Group Executive Committee



The table below shows the number of ABB shares held by each Board member:



Total number of
shares held at
December 31, 2008(1)

Total number of
shares held at
December 31, 2007(1)Hubertus von Grünberg


30,037


6,779Roger Agnelli


138,964


134,482Louis R. Hughes


64,233


59,751Hans Ulrich Märki


330,454


304,051Michel de Rosen


96,148


90,115Michael Treschow


75,521


71,007Bernd W. Voss


143,838


137,807Jacob Wallenberg(2)


153,174


146,724Total


1,032,369


950,716






As of December 31, 2008, and December 31, 2007, 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 other than those listed above.



As of December 31, 2008, the members of the Group Executive Committee held the following numbers of shares (or ADSs representing
such shares), the conditional rights to receive ABB shares

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under
the LTIP, warrants or options (either vested or unvested as indicated) under the MIP and unvested shares in respect of bonus and/or pension arrangements:

Group Executive Committee shareholdings, warrant holdings and option holdings

Unvested at December 31, 2008Number of
matching
shares
deliverable
under the
2006
co-investment
portion
of LTIP
(vesting 2009)



Number of
matching
shares
deliverable
under the
2007
co-investment
portion
of LTIP
(vesting 2010)



Number of
matching
shares
deliverable
under the
2008
co-investment
portion of
LTIP
(vesting 2011)Number of
conditionally
granted
shares
under the
2006
launch of
the LTIP
(vesting 2009)

Number of
conditionally
granted
shares
under the
2007
launch of
the LTIP
(vesting 2010)

Number of
conditionally
granted
shares
under the
2008
launch of
the LTIP
(vesting 2011)Number of
shares granted
in respect
of sign-on
bonus(3)
(Vesting 2011
and 2013)Number of warrants held under the MIP(2)

Shares in
respect of
special bonus
2008
(vesting 2010)Total
number
of shares
held(1)

Shares in
lieu of
pension
arrangementsName

2006 Grant
(vesting 2009)

2007 Grant
(vesting 2010)

2008 Grant
(vesting 2011)Joe Hogan


26,923














145,039


26,923

















379,364Michel Demaré(4)


224,304


51,680


15,014


41,746


11,843


71,880


10,490











44,643


80,840


Gary Steel


97,974


46,512


13,416


35,105


10,243


29,390


8,634











29,570


55,703


Ulrich Spiesshofer


83,285


41,990


13,372


32,733


9,650


27,863


8,309











28,034





Diane de Saint Victor


82,850


33,287


8,239


33,207


8,219


27,863


8,178











28,034





Bernhard Jucker


31,375


48,450


8,595


39,374


11,295


35,115


9,739











35,331





Peter Leupp


40,488


33,287


8,239


33,207


8,219


29,390


8,597











29,570





Tom Sjökvist(5)


40,011


45,220


12,451


34,156


10,789


29,390


8,842











29,570





Veli-Matti Reinikkala


38,738


43,001


5,680


33,022


9,414


23,902


6,866











26,792





Anders Jonsson(6)


73,505


33,592


3,603


26,092


5,007


23,665


6,214


100,000


96,300


138,000


23,810





Total


739,453


377,019


88,609


308,642


84,679


443,497


102,792


100,000


96,300


138,000


275,354


136,543


379,364


---

Furthermore, as of December 31, 2008, the following members of the Group Executive Committee held WARs that, when exercised, entitle the
holder to receive in cash the market value of the equivalent listed warrant at the time of exercise.



Number of unvested
WARs held under
the MIPNumber of fully vested
WARs held
under the MIP2006 Grant
(vesting 2009)2004 GrantBernhard Jucker





375,000Peter Leupp





375,000Tom Sjökvist





375,000Veli-Matti Reinikkala


200,000


375,000Anders Jonsson





375,000Total


200,000


1,875,000


As
of December 31, 2008, no member of the Group Executive Committee and no person closely linked to a member of the Group Executive Committee held any shares of ABB or options in
ABB shares other than those listed above.



As of December 31, 2008, the members of our Board and Group Executive Committee owned less than 1 percent of the
Company's total shares outstanding.

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None of ABB's Board members, Group Executive Committee members or members of senior management receive "golden parachutes" or other
special benefits in the event of a change of control.

EMPLOYEES

A breakdown of our employees by geographic region for the years ended December 31, 2008, 2007 and 2006, is as follows:

At December 31,Region

2008

2007

2006Europe


64,900


61,600


60,700The Americas


20,100


18,800


18,700Asia


28,900


25,200


22,300Middle East and Africa


5,700


6,300


6,500Total


119,600


111,900


108,200


The
proportion of our employees that are represented by labor unions or are the subject of collective bargaining agreements varies based on the labor practices of each country in which
we operate.

Item 7.    Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Investor AB, Sweden, held 166,330,142 ABB shares as of December 31, 2008, representing approximately 7.2 percent of ABB's
total share capital and voting rights as registered in the Commercial Register on that date. The number of shares held by Investor AB does not include shares held by Mr. Jacob Wallenberg, the
chairman of Investor AB, in his individual capacity.

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
December 31, 2008.

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, 2008, we had approximately 480,000 shareholders. Approximately 216,000 were U.S. holders, of which approximately 760 were record holders. Based on the share
register, U.S. holders (including holders of ADSs) held approximately 14 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.

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Key management personnel

The section describes important business relationships between ABB and its Board members, or companies and organizations represented by
them.

Companhia
Vale do Rio Doce and its subsidiaries (Vale) and ABB have entered into a framework agreement to establish 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 2008 relating to its
contracts with Vale were approximately $110 million. Roger Agnelli is president and CEO of Vale.

In
2008, ABB recorded revenues of approximately $50 million from Atlas Copco AB and its subsidiaries (Atlas Copco), primarily for automation products such as motors and drives.
Jacob Wallenberg is the vice chairman of Atlas Copco.

During
2008, ABB recorded approximately $125 million of revenues from Sulzer AG (Sulzer), primarily for various automation products. Louis R. Hughes is a member of Sulzer's board
of directors.

On
July 4, 2005, ABB entered into an unsecured syndicated $2-billion, five-year revolving credit facility, which became available in July 2005 and which
was amended and restated on June 27, 2007. As of December 31, 2008, SEB Skandinaviska Enskilda Banken AB (publ) (SEB) has committed to $120 million out of the $2 billion
total and Dresdner Bank AG has committed to $105 million out of the $2 billion total. Jacob Wallenberg is the vice chairman of SEB and Bernd W. Voss is a member of Dresdner's supervisory
board.

In
2003, ABB entered into a 10-year agreement with IBM pursuant to which IBM took over the operation and support of ABB's information systems infrastructure. The total value
of the infrastructure and related operational services to be provided under this agreement is expected to approach $1.7 billion. Hans Ulrich Märki is the retired chairman of IBM
Europe, Middle East and Africa.

After
comparing the revenues generated from ABB's business with Vale, Atlas Copco, Sulzer, SEB, and Dresdner to the total annual revenues of ABB and of those companies, and after
reviewing the infrastructure and operational services arrangement with IBM and the banking commitments of SEB and Dresdner, the Board has determined that ABB's business relationships with those
companies do not constitute material business relationships and that all members of the Board are considered to be independent directors. This determination was made in accordance with
ABB Ltd's Related Party Transaction Policy which was prepared based on the Swiss Code of Best Practice of 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 report.

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LEGAL PROCEEDINGS



In May 2004, we announced that we had undertaken an internal investigation which uncovered that certain of our
employeestogether with employees of other companies active in the Gas Insulated Switchgear businesswere involved in anti-competitive practices. We reported
promptly such practices to the appropriate authorities including the European Commission. The European Commission announced its decision on January 24, 2007 and granted ABB full immunity from
fines under the European Commission's leniency program.

The
Company continues to cooperate with other antitrust authorities in several locations globally, including Brazil, which are investigating anti-competitive practices
related to gas insulated switchgear. At this stage of the proceedings, no reliable estimate of the amount of potential fines, if any, can be made.

In
addition, ABB may face private claims by customers and other third parties alleging harm with regard to the Gas Insulated Switchgear cartel cases. One such claim has been made by
National Grid Electricity Transmission plc in the United Kingdom. An informed judgment about the merits of these claims or the amount of potential loss for the Company, if any, that may result
from any such claims or proceedings, cannot be made at this stage.

In
February 2007, the European Commission conducted dawn raids at the premises of an ABB unit in Bad Honnef, Germany, as part of its investigation into alleged
anti-competitive practices of certain manufacturers of power transformers. The German Antitrust Authority (Bundeskartellamt) and other antitrust authorities are also reviewing those
alleged practices which relate to the German market and other markets. Management is cooperating fully with the authorities in their investigations. We anticipate an unfavorable outcome with respect
to these alleged anti-competitive practices and expect that fines will be imposed.

In
February 2009, ABB confirmed that its cables business is under investigation for alleged anti-competitive practices. Management is cooperating fully with the antitrust
authorities in their investigations. An informed judgment about the outcome of these investigations or the amount of potential loss for the Company, if any, relating to these investigations cannot be
made at this stage.



In June 2004, we disclosed to the SEC and the Italian authorities the preliminary results of our inquiry conducted with the assistance
of outside counsel and forensic accountants. Those results showed that from the first quarter of 1998 through the first quarter of 2004, the medium voltage business of our Power Products division
overstated its earnings before interest and taxes (operating income) and net income through the early recognition of certain revenue from incomplete projects, improper capitalization of costs on
certain projects, unrecorded liabilities and borrowings, and other improper journal entries. As a result, the financial statements and certain financial data were restated in September 2004. The
inquiry also uncovered improper payments to an employee of an Italian power generation company. The Company has reported this matter to the Italian authorities, who have initiated formal criminal
proceedings, as well as to the SEC and the U.S. Department of Justice (the DoJ). The Company cannot reasonably predict the outcome of the criminal proceedings or what action, if any, the SEC or the
DoJ may take.

In
April 2005, we made the first of a series of voluntary disclosures to the DoJ and the SEC of certain suspect payments made by employees of ABB. The first disclosure concerned our
U.S.-based network management business unit. Subsequently, we made additional voluntary disclosures regarding suspect payments by employees in several countries, including countries in the Middle
East, Asia, South America, and Europe. These suspect payments were discovered as a result of our internal audit and

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compliance
program. These payments may be in violation of the FCPA or other applicable laws. If we are found to have violated any of these laws, we could be liable for penalties and other costs and
the violations could otherwise negatively impact our business. We are cooperating on these issues with the relevant authorities and are continuing our internal investigations and compliance reviews.

On
October 27, 2005, the United Nations Independent Inquiry Committee issued its final report on the United Nations Oil-for-Food Program. This report
alleges that certain ABB subsidiaries made illicit payments to the Iraqi government under contracts for humanitarian goods. We are cooperating on a voluntary basis with the SEC in its ongoing
investigation of the matters raised in the report.

In
August 2007, we made a voluntary disclosure to the SEC and the DoJ about suspect payments made by employees of ABB's recently divested Lummus Global business. These suspect payments
were discovered as a result of our internal audit and compliance program. These payments may be in violation of the FCPA or other applicable laws. In connection with ABB's sale of the Lummus Global
business, ABB retained certain liabilities, including for potential fines and penalties relating to these suspect payments. We are cooperating on these issues with the relevant authorities.

In
connection with these suspect payment matters we anticipate an unfavorable outcome and expect that fines will be imposed.



In addition, the Company is subject to other various legal proceedings, investigations, and claims that have not yet been resolved.
With respect to the above-referenced legal proceedings ABB will bear the costs of the continuing investigations and any related legal proceedings.

As
of December 31, 2008, ABB had accrued aggregate liabilities of approximately $795 million for all of such 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, there could be material adverse outcomes beyond such accrued liabilities.

DIVIDENDS AND DIVIDEND POLICY

See "Item 3. Key InformationDividends and Dividend Policy."

SIGNIFICANT CHANGES

Except as otherwise described in this report, there has been no significant change in our financial position since December 31,
2008.

In
February 2009, the Board of Directors announced that a proposal will be put to the Annual General Meeting in May 2009 to reduce the nominal value of the shares from CHF 2.02 to
CHF 1.54 and distribute CHF 0.48 per share.

Item 9.    The Offer and Listing

MARKETS

The shares of ABB Ltd are principally traded on the SIX Swiss Exchange (SWX Europe) (under the symbol "ABBN") and on the NASDAQ
OMX Stockholm Exchange (under the symbol "ABB"). ADSs of ABB Ltd have been traded on the New York Stock Exchange under the symbol "ABB" since April 6, 2001. ABB Ltd's ADSs are
issued under the Amended and Restated
Deposit Agreement, dated May 7, 2001, with Citibank, N.A. as depositary. Each ADS represents one share.

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TRADING HISTORY

No suspension in the trading of our shares occurred in the years ended December 31, 2008, 2007 and 2006.

The
table below sets forth, for the periods indicated, the reported high and low closing sale prices for the shares on SWX Europe (formerly virt-x) and the NASDAQ OMX
Stockholm Exchange and for the ADSs on the New York Stock Exchange.

SWX Europe

NASDAQ OMX
Stockholm
Exchange

New York
Stock ExchangeHigh

Low

High

Low

High

Low(CHF)

(SEK)

($)Annual highs and lows2004


8.18


6.20


48.00


36.10


6.70


4.932005


12.95


6.35


77.75


37.30


9.79


5.422006


21.85


12.75


122.75


77.00


17.98


9.722007


36.52


19.65


202.00


113.75


31.81


15.962008


35.04


11.92


198.50


80.75


32.95


9.12Quarterly highs and lows2007First Quarter


23.45


19.65


131.75


113.75


19.13


15.96Second Quarter


27.85


20.80


157.50


121.50


22.60


17.28Third Quarter


30.66


25.75


170.00


148.00


26.23


21.28Fourth Quarter


36.52


29.00


202.00


164.00


31.81


26.062008First Quarter


31.14


23.74


182.50


142.00


28.64


22.93Second Quarter


35.04


26.36


198.50


157.50


32.95


26.38Third Quarter


30.22


20.42


175.50


125.75


28.69


17.97Fourth Quarter


21.02


11.92


129.50


80.75


19.00


9.12Monthly highs and lows2008September


27.76


20.42


163.00


125.75


24.70


17.97October


21.02


11.95


129.50


83.50


19.00


10.00November


16.20


11.92


107.00


80.75


13.96


9.12December


16.42


13.83


116.00


95.25


15.21


11.532009January


16.95


13.53


118.50


98.50


15.25


11.69February


16.85


13.30


116.75


100.00


14.43


10.99


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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 report, the commercial registry of the Canton of Zurich (Switzerland) and Swiss statutory law.

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 2.02 each following the dividend
distribution in 2008 of CHF 0.48 per share by way of a reduction in the par value of the shares, which originally was CHF 2.50 per share. The shares are fully paid and
non-assessable. The shares rankpari passuin 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 VPC in Sweden, which maintains a subregister of ABB Ltd's share register. VPC 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 SIS SegaInterSettle AG. Shareholders do not have the right to request printing and delivery of
share certificates (aufgehobener Titeldruck), but may at any time request ABB Ltd to issue a confirmation of the number of registered shares held.

Capital Structure



On December 31, 2008, and February 28, 2009, ABB's ordinary share capital (including treasury shares) amounted to
CHF 4,692,041,526.40 divided into 2,322,792,835 fully paid registered shares with a par value of CHF 2.02 per share.

In
February 2009, the Board of Directors announced that a proposal will be put to the Annual General Meeting to reduce the nominal value of the shares from CHF 2.02 to
CHF 1.54 and distribute CHF 0.48 per share.

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As at December 31, 2008, ABB's share capital may be increased by an amount not to exceed CHF 404,000,000 through the
issuance of up to 200,000,000 fully paid registered shares with a par value of CHF 2.02 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, 2008, ABB's share capital may be increased by an amount not to exceed CHF 20,200,000 through the issuance of up to 10,000,000 fully paid registered
shares with a par value of CHF 2.02 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 rights. The then-current owners of conversion rights and/or warrants will be entitled to subscribe for new shares. The conditions of the 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, 2008, ABB's share capital may be increased by an amount not to exceed CHF 75,794,278.40 through the issuance of up to 37,521,920 fully paid
shares with a par value of CHF 2.02 per share to employees. The pre-emptive and advance subscription rights of ABB's shareholders are excluded. The shares or rights to subscribe for
shares will be issued to employees pursuant to one or more regulations to be issued by the Board, taking into account performance, functions, level of responsibility and profitability criteria. ABB
may issue shares or subscription rights to employees at a price lower than that quoted on the stock exchange. The
acquisition of shares within the context of employee share ownership and each subsequent transfer of the shares will be subject to the restrictions of ABB's Articles of Incorporation.



As at February 28, 2009, ABB's share capital may be increased by an amount not to exceed CHF 404,000,000 through the
issuance of up to 200,000,000 fully paid shares with a par value of CHF 2.02 per share out of authorized share capital. The authorized shares are valid until May 3, 2009. 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-emption rights, and the beginning date for dividend
entitlement. This represented the total authorized share capital available to ABB on December 31, 2008. 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 the Company.

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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.

In
February 2009, ABB's board of directors decided to recommend that shareholders approve new authorized share capital in the amount of 200 million shares at ABB's annual general
meeting in May 2009 to replace the authorized share capital expiring on May 3, 2009.

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.

Transfer of Shares

The transfer of shares is effected by corresponding entry in the books of a bank or depository institution following an assignment in
writing by the selling shareholder and
notification of such assignment to ABB Ltd by the bank or depository institution. The transfer of shares also requires that the purchaser file a share registration form in order to be
registered in ABB Ltd's share register (Aktienbuch) as a shareholder with voting rights. Failing such registration, the purchaser 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. Shares and associated pecuniary rights may only be pledged to the
depository institution that administers the book entries of those shares for the account of the shareholder.

A
purchaser of shares will be recorded in ABB Ltd's share register with voting rights upon disclosure of its name and address. However, ABB Ltd may decline a registration
with voting rights if the shareholder does not declare that it has acquired the shares in its own name and for its own account. If the shareholder refuses to make such declaration, it will be
registered as a shareholder without voting rights. If persons fail to expressly declare in their registration application that they hold the shares for their own accounts (nominees), the board of
directors may still enter such persons in the share register with the right to vote, provided that the nominee has entered into an agreement with the board of directors concerning his status, and
further provided the nominee is subject to recognized bank or financial market supervision.

After
having given the registered shareholder or nominee the right to be heard, the board of directors may cancel registrations in the share register retroactive to the date of
registration if such registrations were made on the basis of incorrect information. The relevant shareholder or nominee will be informed promptly as to the cancellation. The board of directors will
oversee the details and issue the instructions necessary for compliance with the preceding regulations. In special cases, it may grant exemptions from the rule concerning nominees.

Acquirors
of registered shares who have chosen to have their shares registered in the share register with VPC do not have to present any written assignment from the selling shareholder
nor may they be 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 acquirors need to be entered in the VPC share register in their own name no later than ten calendar days
prior to the shareholders' meeting. Uncertificated shares registered with VPC may be pledged in accordance with Swedish law.

Except
as described in this subsection, neither the Swiss Code of Obligations nor our Articles of Incorporation limit any right to own our shares, or any rights of
non-resident or foreign shareholders to exercise voting rights of our shares.

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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 VPC-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 Ltd's Internet website. 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 808,000 may request in writing 40 calendar days prior to a general meeting of
shareholders that 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:



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:



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In
addition, the introduction of any provision in the articles of incorporation providing for a qualified majority must be resolved in accordance with such qualified majority voting
requirements.

Pursuant
to the Swiss Federal Merger Act, special quorum rules apply by law to a merger (Fusion) (including a possible squeeze-out merger), de-merger (Spaltung),
or conversion (Umwandlung) of ABB Ltd.

At
shareholders' meetings, shareholders can be represented by proxy, but only by their legal representative, another shareholder with the right to vote, a proxy nominated by
ABB Ltd (Organvertreter), an independent proxy designated by ABB Ltd (unabhängiger Stimmrechtsvertreter) or a 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 ten calendar days prior to a shareholders' meeting in order to be entitled to participate
and vote at such shareholders' meeting.

Holders
of VPC-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 VPC system 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.

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Payment
of dividends on VPC-registered shares is administered by VPC and paid out to the holder that is registered with VPC on the record date. Through the dividend access
facility, shareholders with tax residence in Sweden will be entitled to receive, through the VPC system, a dividend in Swedish kronor equivalent to the dividend paid in Swiss francs without deduction
of Swiss withholding tax. For further information, see "Taxation."

Pre-emptive Rights

Shareholders of a Swiss corporation have certain pre-emptive rights to subscribe for new shares issued in connection with
capital increases
in proportion to the nominal amount of their shares held. A resolution adopted at a shareholders' meeting with a supermajority of two-thirds of the shares represented may, however, repeal,
limit or suspend (or authorize the board of directors to repeal, limit or suspend) pre-emptive rights for cause. Cause includes an acquisition of a business or a part thereof, an
acquisition of a participation in a company or the grant of shares to employees. In addition, based on Article 4bis para. 1 and para. 4 of the Articles of Incorporation of
ABB Ltd, pre-emptive rights of the shareholders are excluded in connection with the issuance of convertible or warrant-bearing bonds 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 StructureContingent Share Capital."

Borrowing Power

Neither Swiss law nor ABB Ltd's Articles of Incorporation restrict in any way ABB Ltd's power to borrow and raise funds.
The decision to borrow funds is taken by or under the direction of the board of directors or the executive committee, and no shareholders' resolution is required. The Articles of Incorporation of
ABB Ltd do not contain provisions concerning borrowing powers exercisable by its directors or how such borrowings could be varied.

Repurchase of Shares

Swiss law limits a corporation's ability to repurchase or hold its own shares. ABB Ltd and its subsidiaries may only repurchase
shares if ABB Ltd has sufficient freely distributable reserves to pay the purchase price, and the aggregate nominal value of such shares does not exceed 10 percent of ABB Ltd's
total share capital. Furthermore, ABB Ltd must create a special
reserve on its balance sheet in the amount of the purchase price of the acquired shares. Such shares held by ABB Ltd or its subsidiaries do not carry any rights to vote at shareholders'
meetings, but are entitled to the economic benefits applicable to the shares generally and are considered to be "outstanding" under Swiss law.

Notices

Written communication by ABB Ltd to its shareholders will be sent by ordinary mail to the last address of the shareholder or
authorized recipient entered in the share register. To the extent that

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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 Stockholm Stock Exchange will be published in three national daily
Swedish newspapers, as well as on ABB Ltd's website.

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.

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, 331/3 percent, 50 percent or 662/3 percent of the voting rights of the corporation must notify the corporation
and the exchange(s) in Switzerland on which such shares are listed of such holdings in writing within four trading days, whether or not the voting rights can be exercised. Following receipt of such a
notification, the corporation must inform the public within two trading days.

An
additional disclosure requirement exists under the Swiss Code of Obligations, according to which ABB Ltd must disclose individual shareholders and groups of shareholders acting
in concert and their shareholdings if they hold more than 5 percent of all voting rights and ABB Ltd knows or has reason to know of such major shareholders. Such disclosures must be made
once a year in the notes to the financial statements as published in its annual report. For a list of our major shareholders, see "Item 7. Major Shareholders and Related Party
TransactionsMajor Shareholders."

Mandatory Offering Rules

Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who acquire more than
331/3 percent of the voting rights (whether exercisable or not) of a listed Swiss company have to submit a takeover bid to all remaining shareholders unless the Articles of
Incorporation of the Company provide for an alteration of this obligation. ABB Ltd's Articles of Incorporation do not provide for any alterations of the bidder's obligations under the Swiss
Stock Exchange Act. The mandatory offer obligation may be waived under certain circumstances, for example if another shareholder owns a higher percentage of voting rights than the acquiror. A waiver
from the mandatory bid rules may be granted by the Swiss Takeover Board or the Swiss Federal Banking Commission. If no waiver is granted, the mandatory takeover bid must be made pursuant to the
procedural rules set forth in the Swiss Stock Exchange Act and the implementing ordinances.

Other
than the rules discussed in this section and in the section above entitled "Duration, Liquidation and Merger" and "Shareholder's Meetings" (which reflect
mandatory provisions of Swiss

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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.

Directors and Officers

For further information regarding the material provisions of ABB Ltd's Articles of Incorporation and the Swiss Code of
Obligations regarding directors and officers, see "Item 6. Directors, Senior Management and EmployeesCorporate GovernanceDuties of Directors and Officers."

Auditors

The auditors are subject to confirmation by the shareholders at the annual general meeting on an annual basis. Ernst & Young AG,
with its registered head office at Bleicherweg 21, CH-8002 Zurich, Switzerland, has been the independent auditor of ABB Ltd and the ABB Group for the years ended December 31,
2008, 2007 and 2006.

Ernst &
Young AG assumed the existing auditing mandate as auditor of the ABB Group in 1994. The head auditor responsible for the mandate, Nigel Jones, took over the mandate in
2008. He succeeded Charles Barone, who had served in this function since May 2003.

Ernst &
Young AG periodically reads the approved minutes of meetings of our board of directors. Ernst & Young AG is present for parts of the FACC meetings where audit
planning is discussed and the results of our internal audit department's audit procedures are presented. Ernst & Young AG also periodically meets with the FACC to discuss the results of its
audit procedures.

See
"Item 16C. Principal Accountant Fees and Services" for information regarding the fees paid to Ernst & Young AG.

MATERIAL CONTRACTS

The following descriptions of the material provisions of the referenced agreements do not purport to be complete and are subject to,
and qualified in their entirety by reference to, the agreements which have been filed as exhibits to this report.

Revolving Credit Facility

On June 27, 2007, we entered into an amendment and restatement of a $2 billion revolving credit facility which was
originally entered into on July 4, 2005. For a description of the facility, see "Item 5. Operating and Financial Review and ProspectsLiquidity and Capital
ResourcesCredit Facilities" and "Note 12 Debt" to the Consolidated Financial Statements. See Exhibit 4.3 to this report.

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Medium Term Note Program

One of our subsidiaries, ABB Capital B.V. is an issuer under a medium term note program (MTN Program) under which it is
authorized to issue up to $5,250 million in certain debt instruments. The terms of the MTN Program do not obligate any third party to extend credit to us, and the terms and availability of
financings under the MTN Program are determined with respect to, and at the date of issuance of, each debt instrument. As a result, we may be unable to access capital through the MTN Program on terms
favorable to us, if at all. As at December 31, 2008, the aggregate amount outstanding under the MTN Program was approximately $1.9 billion from separate issuances of debt instruments.
See Exhibits 2.3, 2.4, and 2.5 to this report.

ALSTOM Settlement

Pursuant to a Share Purchase and Settlement Agreement, dated as of March 31, 2000, among ABB Ltd, ALSTOM and ABB ALSTOM
POWER, as amended by the Amendment to Share Purchase and Settlement Agreement, dated as of May 11, 2000 (which we refer to collectively as the Settlement Agreement), ALSTOM purchased our
50 percent interest in the joint venture ABB ALSTOM POWER for a cash payment of €1.25 billion. The Settlement Agreement provided for the termination of various joint
venture agreements, the execution of various releases, the settlement of certain disputed items in relation to the joint venture, the unwinding of various financial arrangements between ABB ALSTOM
POWER and the ABB Group, the prospective transfer to the joint venture of various assets and liabilities required to have been transferred to the joint venture under the original joint venture
agreements, the transfer to us of certain subsidiaries of the joint venture, various payments among members of the ALSTOM group and the ABB Group in connection with the foregoing transactions
(separate from the purchase price mentioned above), indemnification and the execution of various ancillary documents. The transaction was consummated on May 11, 2000. See Exhibit 4.1 to
this report.

Sale Agreement for Nuclear Business

On December 21, 1999, our subsidiary, ABB Handels-und Verwaltungs AG, entered into an agreement to sell our nuclear
business to BNFL for $485 million. Under the agreement, we have undertaken not to compete with the divested business during a seven-year period that ended on April 28, 2007.
We have agreed to indemnify BNFL against, among other things, certain environmental and other liabilities arising from specific sites operated by the nuclear business and certain tax liabilities of
the nuclear business. These potential liabilities are described in "Item 3. Key InformationRisk Factors" and "Item 5. Operating
and Financial Review and ProspectsEnvironmental Liabilities". The transaction was consummated on April 28, 2000. See Exhibit 4.2 to this report.

Sale Agreement for Part of the Oil, Gas and Petrochemicals Business

On January 16, 2004 we announced that our subsidiary, ABB Handels-und Verwaltungs AG, had entered into an agreement
to sell the upstream part of our Oil, Gas and Petrochemicals business to Laradew Limited, a new company formed by a private equity consortium consisting of Candover Partners, JP Morgan Partners and 3i
Group. The sale includes our U.S.-based Vetco Gray unit and our Norway- based Offshore Systems business. In July 2004, the Company completed the sale of the Upstream business for an initial purchase
price of $925 million. Net cash proceeds from the sale were approximately $800 million, reflecting the initial purchase price adjusted for unfunded pension liabilities and changes in net
working capital. On February 9, 2005, the purchasers and we entered into a Settlement Agreement and Amendment finalizing the sales price. As part of the sale, we have agreed, among other
things, to terminate certain securitization programs and operational leases, to indemnify the purchaser against certain pre-existing environmental and tax liabilities, to reimburse the
purchaser against financial losses that may be incurred on certain ongoing projects of the business. See Exhibits 4.4 and 4.5 to this report.

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CE Asbestos Settlement

On April 20, 2006 ABB Ltd and certain of its subsidiaries entered into certain agreements relating to the settlement of
its Combustion Engineering subsidiary's asbestos liabilities. For further details regarding this settlement see Exhibits 4.10 and 4.11 hereto.

Share Sale and Purchase Agreement relating to the Lummus Global Business

On August 24, 2007, ABB Asea Brown Boveri Ltd and certain of its subsidiaries entered into an agreement to sell Lummus to
CB&I for a purchase price of $950 million. The transaction closed in November 2007. As part of the sale we have agreed to retain certain liabilities, including for potential fines and penalties
connected with suspect payments made prior the completion of the sale (for further information see "Note 3 Acquisitions, divestments and discontinued operations" to our Consolidated Financial
Statements). See Exhibit 4.12 to this report.

EXCHANGE CONTROLS

Other than in connection with government sanctions imposed on Belarus, Cote d'Ivoire, the Democratic Republic of the Congo, Iran, Iraq,
Lebanon, Liberia, Myanmar, North Korea, Sierra Leone, Sudan, Uzbekistan, 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 our Articles of Incorporation on the rights of non-Swiss residents or non-Swiss citizens to
hold or vote our shares.

TAXATION

Swiss Taxation



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% 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.



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

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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.

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 States. The form must be accompanied by evidence of the deduction of
withholding tax withheld at the source.



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, and persons that will hold shares or ADSs as
part of a position in a straddle or as part of a hedging or conversion transaction for U.S. tax purposes and persons who are not U.S. holders. This discussion does not address aspects of U.S. taxation
other than U.S. federal income taxation, nor does it address state, local or foreign tax consequences of an investment in shares or ADSs.

This
summary is based (1) on the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in
effect and available on the date of this registration statement and (2) in part, on representations of the depositary and the assumption that each obligation in the deposit agreement and any
related agreement will be performed in accordance with its terms. The U.S. tax laws and the interpretation thereof are subject to change, which change could apply retroactively and could affect the
tax consequences described below.

For
purposes of this summary, a U.S. holder is a beneficial owner of shares or ADSs that, for U.S. federal income tax purposes, is:



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If
a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares or ADSs the treatment of a partner in the
partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership that holds shares or ADSs you should consult your tax
advisor.

Each
prospective purchaser should consult the purchaser's tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of
shares or ADSs.



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.



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 on or before January 1, 2011, 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, 2008. ABB's status in future years will depend on its assets and activities in those years. ABB has no reason to believe that its assets or activities will change in a manner that
would cause it to be classified as a PFIC. However, as PFIC status is a factual matter that must be determined annually at the close of each taxable year, there can be no certainty regarding ABB's
PFIC status in any particular year until the end of that year. U.S. holders are urged to consult their own tax advisors regarding the availability to them of the reduced dividend rate in light of
their own particular circumstances and the consequences to them if ABB were to be treated as a PFIC with respect to any taxable year.

Dividends
paid to U.S. corporate holders will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders.

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If
you are a U.S. holder and distributions with respect to shares or ADSs exceed ABB's current and accumulated earnings and profits as determined under U.S. federal income tax
principles, then the excess generally would be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the shares or ADSs. Any amount in excess of the
amount of the dividend and the return of capital generally would be treated as capital gain. ABB does not maintain calculations of its earnings and profits under U.S. federal income tax principles.

If
you are a U.S. holder, then dividends paid in Swiss francs, including the amount of any Swiss taxes withheld from the dividends, will be included in your gross income in an amount
equal to the U.S. dollar value of the Swiss francs calculated by reference to the spot exchange rate in effect on the day the dividends are includible in income. In the case of ADSs, dividends
generally are includible in income on the date they are received by the depositary, regardless of whether the payment is in fact converted into U.S. dollars at that time. If dividends paid in Swiss
francs are converted into U.S. dollars on the day they are includible in income, then you generally should not be required to recognize foreign currency gain or loss with respect to the conversion.
However, any gains or losses resulting from the conversion of Swiss francs between the time of the receipt of dividends paid in Swiss francs and the time the Swiss francs are converted into U.S.
dollars will be treated as ordinary income or loss to you, as the case may be. The amount of any distribution of property other than cash will be the fair market value of the property on the date of
distribution.

If
you are a U.S. holder, then you will have a basis in any Swiss francs received as a refund of Swiss withholding taxes equal to a U.S. dollar amount calculated by reference to the
exchange rate in effect on the date of receipt of the dividend on which the tax was withheld. (See "Swiss TaxationObtaining a Refund of Swiss Withholding Tax for U.S.
Residents" above.)

If
you are a U.S. holder, then dividends received by you with respect to shares or ADSs will be treated as foreign source income, which may be relevant in calculating your foreign tax
credit limitation. Subject to certain conditions and limitations, Swiss tax withheld on dividends may be deducted from your taxable income or credited against your U.S. federal income tax liability.
However, to the extent that you would be entitled to a refund of Swiss withholding taxes pursuant to the U.S.Switzerland tax treaty, you may not be eligible for a U.S. foreign tax credit
with respect to the amount of such withholding taxes which may be refunded, even if you fail to claim the refund. See "Swiss TaxationObtaining a Refund of Swiss Withholding
Tax for U.S. Residents." The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by ABB
generally will constitute passive income, or, in the case of certain U.S. holders, financial services income. The rules
relating to the determination of the U.S. foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extent you would be entitled to this credit.



If you are a U.S. holder that holds shares or ADSs as capital assets, then you generally will recognize capital gain or loss for U.S.
federal income tax purposes upon a sale or exchange of your shares or ADSs in an amount equal to the difference between your adjusted tax basis in the shares or ADSs and the amount realized on their
disposition. If you are a non-corporate U.S. holder, the maximum marginal U.S. federal income tax rate applicable to the gain is generally lower than the maximum marginal U.S. federal
income tax rate applicable to ordinary income (other than certain dividends) if your holding period for the shares or ADSs exceeds one year (i.e., long-term capital gains). If you
are a U.S. holder, then the gain or loss, if any, recognized by you generally will be treated as U.S. source income or loss, as the case may be, for U.S. foreign tax credit purposes.

If
you are a U.S. holder and you receive any foreign currency on the sale of shares or ADSs, then you may recognize U.S. source ordinary income or loss as a result of currency
fluctuations between the

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date
of the sale of the shares or ADS, as the case may be, and the date the sales proceeds are converted into U.S. dollars.



U.S. backup withholding tax and information reporting requirements generally apply to certain payments to certain noncorporate holders
of stock. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, shares or ADSs made within the United States to a holder of shares or
ADSs (other than an exempt recipient, including a corporation, a payee that is not a U.S. holder that provides an appropriate certification, and certain other persons).

A
payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, shares or ADSs within the United States to
you, unless you are an exempt recipient, if you fail to furnish your correct taxpayer identification number or otherwise
fail to establish an exception from backup withholding tax requirements or otherwise fail to establish an exception from backup withholding. 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 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 report and the exhibits thereto, may be inspected and copied at prescribed rates at the Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Further information on the operation of the public reference room may be obtained by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site athttp://www.sec.govthat contains reports and other
information regarding registrants that file electronically with the Commission. Our annual reports and some of the other information we submit to the Commission may be accessed through this web site.
In addition, material that we file can be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

Item 11.    Quantitative and Qualitative Disclosures About Market Risk

Market Risk Disclosure

The continuously evolving financial markets and the dynamic business environment expose us to changes in foreign exchange, interest
rate and other market price risks. We have developed and implemented comprehensive policies, procedures, and controls to identify, mitigate,
and monitor financial risk on a firm-wide basis. To efficiently aggregate and manage financial risk that could impact our financial performance, we operate a Group Treasury function. Our
Group Treasury function provides an efficient source of liquidity, financing, risk management, and other global financial services to the ABB Group companies. We do not permit proprietary trading
activities. The market risk management activities are focused on mitigating material financial risks resulting from our global operating and financing activities.

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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. For certain third party non-U.S. dollar denominated debt,
we use cross currency swaps to hedge the currency risk and effectively convert the debt into U.S. dollar obligations. These swap contracts have maturity dates that exactly match the associated debt.

As
of December 31, 2008 and 2007, the net fair value of financial instruments with exposure to foreign currency rate movements was $1,946 million and $593 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
$579 million and $108 million for December 31, 2008 and 2007, 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, 2008 and 2007, the potential reduction in earnings from a 100 basis points downward shift in interest rates on an interest bearing net asset position of
$5,495 million and $5,791 million, respectively, was $55 million and $58 million, respectively.

Leases
are not included as part of the sensitivity analysis. This represents a limitation of the analysis. While sensitivity analysis includes the interest rate sensitivity of the
funding of the lease portfolio, a corresponding change in the lease portfolio was not considered in the sensitivity model.

Equity Risk

Certain of our entities have equity investments that expose us to equity price risk. As of December 31, 2008 and 2007, the net
fair value of equity risk sensitive instruments was $90 million and $337 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 $53 million, for December 31, 2008 and 2007, respectively. Included in the net
fair value and potential loss in fair value figures for equity risk are derivative instruments held by us and designated as hedges of warrant appreciation rights granted to employees under our
management incentive plans (see "Note 4 Cash and equivalents and marketable securities and short-term investments" and "Note 18 Share-based payment arrangements" to the Consolidated
Financial Statements). As of December 31, 2008 and 2007, the amount of such instruments included in the total net fair value of equity risk sensitive instruments was $53 million and
$220 million, respectively, and the corresponding amount of potential loss in fair value was $6 million and $41 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, 2008 and 2007, the net
fair value of commodity derivatives was $(173) million and $(19) 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 $15 million and $34 million for December 31, 2008 and 2007, respectively. A significant
proportion of our commodity derivatives are denominated in euros. The foreign exchange risk arising on such contracts has been excluded from the calculation of the potential loss in fair value from a
hypothetical 10 percent move in commodity prices as disclosed above.

Item 12.    Description of Securities Other than Equity Securities

Not applicable.

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Table of Contents

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



We
maintain controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 (the
Exchange Act, Rule 13a-15(e)) is recorded, processed, summarized and reported on a timely basis. Our Chief Executive Officer, Joe Hogan, and Chief Financial Officer, Michel
Demaré, with the participation of key corporate senior management and management of key corporate functions, performed an evaluation of our disclosure controls and procedures as of
December 31, 2008. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, has concluded that, as of December 31, 2008, 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.



The
Board of Directors and management of the ABB Group are responsible for establishing and maintaining adequate internal controls over financial reporting. The ABB Group's internal
controls over financial reporting are 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 controls 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 controls over financial reporting based on the criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on this assessment, management has concluded that internal control over financial reporting was
effective as of December 31, 2008.

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, 2008 which is included in Item 18: Financial Statements.



During
the year ended December 31, 2008, the ABB Group continued to standardize and consolidate its financial accounting and reporting processes through the integration of its
various ERP systems into country-wide ERP's in a number of specific countries. A significant portion of these

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remaining
system integrations are planned for 2009 and 2010. 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 Bernd W. Voss, who serves on our audit committee, is independent, as that term is defined in
the listing standards promulgated by the New York Stock Exchange, and is an audit committee financial expert.

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 corporate governance section at www.abb.com/investorrelations.

Item 16C.    Principal Accountant Fees and Services



Fees for audit services provided by Ernst & Young totaled approximately $29 million and $26 million in 2008 and
2007, 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.
Included in the 2008 audit fees were no amounts related to the 2007 audit. Included in the 2007 audit fees were no amounts related to the 2006 audit.



Fees for audit-related services provided by Ernst & Young totaled approximately $2 million and $8 million in 2008
and 2007, respectively, consisting primarily of accounting consultations and audits in connection with divestments, audits of pension and benefit plans and accounting advisory services.



Fees for tax services provided by Ernst & Young totaled approximately $3 million and $2 million in 2008 and 2007,
respectively, representing tax compliance fees as well as tax advice and planning fees.



Fees for other services provided not included in the above three categories by Ernst & Young totaled approximately
0.1 million in 2008 and 2007, respectively.



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 &

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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 2007 and 2008, 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.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On February 13, 2008, the Company announced a share buyback program up to a maximum value of CHF 2.2 billion
(equivalent to approximately USD 2 billion at then-current exchange rates), with the intention of completing the buyback program prior to the Annual General Meeting of
Shareholders in 2010 and proposing the cancellation of the shares at that meeting.

During
the year ended December 31, 2008, purchases under the program were made by or on behalf of ABB Ltd. or any "affiliated purchaser", as defined in
Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as follows:

Period

Total number of
shares purchased(1)

Average price
paid per share(2)

Total number of shares
purchased as part of
publicly announced
program

Approximate USD
equivalent amount
of shares that
may yet be
purchased under
the program(3)February 25  February 29, 2008


5,000,000

$
25.97


5,000,000

$
1,973,289,530March 03  March 12, 2008


4,370,000

$
25.73


4,370,000

$
1,961,871,920April 28  April 30, 2008


600,000

$
29.96


600,000

$
1,857,429,535May 05  May 30, 2008


4,100,000

$
32.30


4,100,000

$
1,706,469,612June 02  June 10, 2008


2,805,000

$
31.95


2,805,000

$
1,667,518,544August 15  August 19, 2008


3,800,000

$
23.97


3,800,000

$
1,458,463,299September 08, 2008


2,000,000

$
22.71


2,000,000

$
1,405,850,267


---

As of December 31, 2008, CHF 1,548,754,947 (equivalent to $1,451,096,174 at the year-end exchange rate of
CHF 1.0673 per 1 USD) was available for further purchases under the program. On February 12, 2009, the Company stated that given the market uncertainty, the Company is not
actively pursuing new purchases under the program.

Item 16F.    Change in Registrant's Certifying Accountant

Not yet applicable.

Item 16G.    Corporate Governance

According to the New York Stock Exchange's corporate governance standards (the Standards), ABB is required to disclose significant ways
in which its corporate governance practices differ from the Standards. ABB has reviewed the Standards and concluded that its corporate governance practices are generally consistent with the Standards,
with the following significant exceptions:



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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-74, 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.

Item 19.    Exhibits

1.1

Articles of Incorporation of ABB Ltd as amended to date.2.1

Form of Amended and Restated Deposit Agreement, by and among ABB Ltd, Citibank, N.A., as Depositary, and the holders and beneficial owners from time to time of the American Depositary Shares issued thereunder
(including as an exhibit the form of American Depositary Receipt). Incorporated by reference to Exhibit (a) to Form F-6EF (File No. 333-147488) filed by ABB Ltd on November 19, 2007.2.2

Form of American Depositary Receipt (included in Exhibit 2.1).2.3

EMTN Fiscal Agency Agreement, dated December 17, 2008, between ABB Capital B.V., Fortis Banque Luxembourg S.A. and Fortis Banque (Suisse) S.A.2.4

EMTNDealership Agreement, dated December 17, 2008, between ABB Capital B.V., ABB Ltd and Morgan Stanley & Co. International Limited.2.5

EMTN Deed of Covenant, dated December 17, 2008, by ABB Capital B.V.The total amount of long-term debt securities of ABB Ltd authorized under any other instrument does not exceed 10 percent of the total assets of the ABB Group on a consolidated basis. ABB Ltd hereby
agrees to furnish to the Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of ABB Ltd or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be
filed.4.1

Share Purchase and Settlement Agreement dated as of March 31, 2000 among ABB Ltd, ALSTOM and ABB ALSTOM POWER N.V., as amended. Incorporated by reference to Exhibit 4.1 to the Annual Report on
Form 20-F filed by ABB Ltd on June 27, 2002.4.2

Purchase Agreement, dated as of December 21, 1999, between ABB Handels-und Verwaltungs AG, as Seller, and British Nuclear Fuels plc, as Purchaser, as amended. Incorporated by reference to Exhibit 4.2 to
the Annual Report on Form 20-F filed by ABB Ltd on June 27, 2002.


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4.3

$2,000,000,000 Multicurrency Revolving Credit Agreement, dated as of July 4, 2005, as amended and restated on June 27, 2007, between ABB Ltd, certain subsidiaries of ABB Ltd as borrowers and guarantors,
 Barclays Capital, Bayerische Hypo-und Vereinsbank AG, BNP Paribas, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Credit Suisse, Deutsche Bank AG, Dresdner Kleinwort Wasserstein, Handelsbanken Capital Markets, Svenska
Handelsbanken AB (publ), HSBC Bank plc, Nordea Bank (AB) and SEB Merchant Banking, Skandinaviska Enskilda Banken, AB (publ), as mandated lead arrangers, Credit Suisse, as facility agent, dollar swingline agent and euro swingline agent, and SEB
Merchant Banking, Skandinaviska Enskilda Banken, AB (publ), as SEK swingline agent. Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 20-F filed by ABB on March 19, 2008.4.4

Stock and Asset Purchase Agreement, dated January 16, 2004, between ABB Handels-und Verwaltungs AG and Laradew Limited. Incorporated by reference to Exhibit 4.6 to the Annual Report on Form 20-F filed
by ABB on April 9, 2004.4.5

Settlement Agreement and Amendment, dated as of February 9, 2005, between ABB Handels-und Verwaltungs AG and Vetco Limited (formerly known as Laradew Limited), relating to the Stock and Asset Purchase Agreement
dated as of January 16, 2004, between Handels-und Verwaltungs AG and Laradew Limited. Incorporated by reference to Exhibit 4.8 to the Annual Report on Form 20-F filed by ABB on May 27, 2005.4.6

Employment Agreement of Gary Steel, dated August 27, 2002. Incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F filed by ABB on June 30, 2003.4.7

Employment Agreement of Fred Kindle, dated February 21, 2004. Incorporated by reference to Exhibit 4.16 to the Annual Report on Form 20-F filed by ABB on May 27, 2005.4.8

Employment Agreement of Michel Demaré, dated October 28, 2004. Incorporated by reference to Exhibit 4.17 to the Annual Report on Form 20-F filed by ABB on May 27, 2005.4.9

Employment Agreement of Ulrich Spiesshofer, dated September 5, 2005. Incorporated by reference to Exhibit 4.15 to the annual report on Form 20-F filed by ABB on April 19, 2006.4.10

Contribution Agreement dated as of April 20, 2006 by and among ABB Ltd, ABB Asea Brown Boveri Ltd, ABB Holdings Inc., ABB Inc. and ABB Lummus Global Inc., Combustion Engineering 524(g)
Asbestos PI Trust and, solely for certain provisions contained therein, ABB Treasury Center (USA) Inc. Incorporated by reference to Exhibit 4.13 to the Annual Report on From 20-F filed by ABB on April 18, 2007.4.11

Promissory Note dated April 20, 2006 between ABB Inc. and ABB Ltd, as makers and Combustion Engineering 524(g) Asbestos PI Trust, as payee, for the principal amount of up to $350,000,000. Incorporated
by reference to Exhibit 4.14 to Annual Report on From 20-F filed by ABB on April 18, 2007.4.12

Share Sale and Purchase Agreement dated 24 August 2007 among ABB Holdings Inc., ABB Holdings B.V., ABB Asea Brown Boveri Ltd, Chicago Bridge & Iron Company, Chicago Bridge & Iron
Company B.V., and Chicago Bridge & Iron Company N.V. Incorporated by reference to Exhibit 4.14 to the Annual Report on Form 20-F filed by ABB on March 19, 2008.8.1

Subsidiaries of ABB Ltd as of February 28, 2008.12.1

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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Table of Contents

13.1

Certification by the chief executive officer of ABB Ltd pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*13.2

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

Consent of Independent Registered Public Accounting Firm


---

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Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this annual report on its behalf.

ABB LTDBy:

/s/ MICHEL DEMARÉ Name:  Michel Demaré
Title:Executive Vice President and Chief
              Financial OfficerBy:

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


Date:
March 10, 2009.

126

---







Index to Consolidated Financial Statements and Schedules



Consolidated Financial Statements:Report of management on internal control over financial reporting


F-2Reports of Independent Registered Public Accounting Firm


F-3Consolidated Income Statements for the years ended December 31, 2008, 2007 and 2006


F-5Consolidated Balance Sheets as of December 31, 2008 and 2007


F-6Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006


F-7Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2008, 2007 and
2006


F-8Notes to the Consolidated Financial Statements


F-9


F-1

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Table of Contents

Report of management on internal control over financial reporting

The Board of Directors and management of the Group are responsible for establishing and maintaining adequate internal controls over
financial reporting. The 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 controls 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 controls over financial reporting based on the criteria established inInternal
ControlIntegrated Frameworkissued 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, 2008.

Ernst &
Young AG, an independent registered public accounting firm, has issued an opinion on the effectiveness of the Group's internal control over financial reporting as of
December 31, 2008, which is included on page F-4 of the Group's Form 20-F.

/s/ JOE HOGANChief Executive Officer/s/ MICHEL DEMARÉChief Financial Officer


Zurich,
March 9, 2009

F-2

---



Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of ABB Ltd:

We have audited the accompanying consolidated balance sheets of ABB Ltd as of December 31, 2008 and 2007, and the related
consolidated income statements, statements of cash flows, and statements of changes in stockholders' equity for each of the three years in the period ended December 31, 2008. 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, 2008 and
2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting
principles.

As
discussed in Note 2 to the consolidated financial statements in 2008, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No.109". As also discussed in Note 17 to the consolidated financial statements, effective December 31, 2006, the company
adopted Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Benefit Plansan amendment of FASB
Statements No. 87, 88, 106, and 132(R)."

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, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated March 9, 2009, expressed an unqualified opinion thereon.

/s/
Ernst & Young AG

Zürich,
Switzerland
March 9, 2009

F-3

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Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of ABB Ltd:

We have audited ABB Ltd's internal control over financial reporting as of December 31, 2008, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). ABB Ltd's Board of Directors
and management are responsible for maintaining effective internal control over financial reporting, and management is responsible for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Report of 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, 2008, based on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2008 consolidated financial statements of ABB Ltd and
our report dated March 9, 2009 expressed an unqualified opinion thereon.

/s/
Ernst & Young AG

Zürich,
Switzerland
March 9, 2009

F-4

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Table of Contents

ABB Ltd        Consolidated Income Statements        Year ended December 31 (in millions, except per share data)

2008

2007

2006Sales of products

$
29,705

$
24,816

$
19,503Sales of services


5,207


4,367


3,778Total revenues


34,912


29,183


23,281Cost of products


(20,506
)

(17,292
)

(13,967
)Cost of services


(3,466
)

(2,923
)

(2,570
)Total cost of sales


(23,972
)

(20,215
)

(16,537
)Gross profit


10,940


8,968


6,744Selling, general and administrative expenses


(5,822
)

(4,975
)

(4,326
)Other income (expense), net


(566
)

30


139Earnings before interest and taxes


4,552


4,023


2,557Interest and dividend income


315


273


147Interest and other finance expense


(349
)

(286
)

(307
)Income from continuing operations before taxes and minority interest


4,518


4,010


2,397Provision for taxes


(1,119
)

(595
)

(686
)Minority interest


(260
)

(244
)

(179
)Income from continuing operations


3,139


3,171


1,532Income (loss) from discontinued operations, net of tax


(21
)

586


(142
)Net income

$
3,118

$
3,757

$
1,390Basic earnings (loss) per shareIncome from continuing operations

$
1.37

$
1.40

$
0.72Income (loss) from discontinued operations, net of tax

$
(0.01
)
$
0.26

$
(0.07
)Net income

$
1.36

$
1.66

$
0.65Diluted earnings (loss) per shareIncome from continuing operations

$
1.37

$
1.38

$
0.69Income (loss) from discontinued operations, net of tax

$
(0.01
)
$
0.25

$
(0.06
)Net income

$
1.36

$
1.63

$
0.63


See accompanying Notes to the Consolidated Financial Statements.

F-5

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Table of Contents

ABB Ltd        Consolidated Balance Sheets        December 31 (in millions, except share data)

2008

2007Cash and equivalents

$
6,399

$
4,650Marketable securities and short-term investments


1,407


3,460Receivables, net


9,245


8,582Inventories, net


5,306


4,863Prepaid expenses


237


307Deferred taxes


1,020


783Other current assets


733


368Assets held for sale and in discontinued operations





132Total current assets


24,347


23,145Financing receivables, net


445


487Property, plant and equipment, net


3,562


3,246Goodwill


2,817


2,421Other intangible assets, net


411


270Prepaid pension and other employee benefits


73


380Investments in equity method companies


68


63Deferred taxes


1,190


862Other non-current assets


268


127Total assets

$
33,181

$
31,001Accounts payable, trade

$
4,451

$
4,167Billings in excess of sales


1,224


829Accounts payable, other


1,292


1,289Short-term debt and current maturities of long-term debt


354


536Advances from customers


2,014


2,045Deferred taxes


528


371Provisions for warranties


1,105


1,121Provisions and other


3,467


2,322Accrued expenses


1,569


1,737Liabilities held for sale and in discontinued operations





62Total current liabilities


16,004


14,479Long-term debt


2,009


2,138Pension and other employee benefits


1,071


631Deferred taxes


425


407Other liabilities


1,902


1,797Total liabilities


21,411


19,452Commitments and contingenciesMinority interest


612


592Stockholders' equity:Capital stock and additional paid-in capital (2,322,792,835 and 2,316,015,102 issued shares at December 31, 2008 and 2007, respectively)


4,695


5,634Retained earnings


10,073


6,955Accumulated other comprehensive loss


(2,710
)

(1,330
)Less: Treasury stock, at cost (40,108,014 and 18,725,475 shares at December 31, 2008 and 2007, respectively)


(900
)

(302
)Total stockholders' equity


11,158


10,957Total liabilities and stockholders' equity

$
33,181

$
31,001


See accompanying Notes to the Consolidated Financial Statements.

F-6

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Table of Contents

ABB Ltd        Consolidated Statements of Cash Flows        Year ended December 31 (in millions)

2008

2007

2006Operating activitiesNet income

$
3,118

$
3,757

$
1,390Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


661


602


570Pension and postretirement benefits


43


(61
)

(4
)Deferred taxes


(199
)

(351
)

113Net gain from sale of property, plant and equipment


(49
)

(46
)

(76
)Income from equity accounted companies


(15
)

(55
)

(95
)Minority interest


261


246


179Gain on sale of discontinued operations





(541
)

Other


232


132


190Changes in operating assets and liabilities:Receivables, net


(1,266
)

(1,323
)

(698
)Inventories


(800
)

(551
)

(512
)Accounts payable, trade


522


530


256Billings in excess of sales


539


374


132Provisions, net


677


(362
)

243Advances from customers


130


411


461Other assets and liabilities, net


104


292


(210
)Net cash provided by operating activities


3,958


3,054


1,939Investing activitiesChanges in financing receivables


7


56


67Purchases of marketable securities (other than trading) and short-term investments


(3,626
)

(10,115
)

(4,743
)Purchases of property, plant and equipment and intangible assets


(1,171
)

(756
)

(536
)Acquisition of businesses (net of cash acquired)


(653
)

(54
)

(3
)Proceeds from sales of marketable securities (other than trading) and short-term investments


5,417


7,361


4,366Proceeds from sales of property, plant and equipment


94


75


128Proceeds from sales of businesses and equity accounted companies (net of cash disposed)


46


1,142


27Net cash provided by (used in) investing activities


114


(2,291
)

(694
)Financing activitiesNet changes in debt with maturities of 90 days or less


(10
)

(19
)

(26
)Increase in debt


458


210


151Repayment of debt


(786
)

(247
)

(189
)Issuance of shares


49


241


47Purchase of treasury shares


(621
)

(199
)

Nominal value reduction / dividends paid


(1,060
)

(449
)

(203
)Dividends paid to minority shareholders


(152
)

(117
)

(94
)Payments made upon induced bond conversion








(72
)Payments made upon bond exchange








(111
)Other


3


(45
)

105Net cash used in financing activities


(2,119
)

(625
)

(392
)Effects of exchange rate changes on cash and equivalents


(230
)

275


184Adjustment for the net change in cash and equivalents in assets held for sale and in discontinued operations


26


39


25Net change in cash and equivalentscontinuing operations


1,749


452


1,062Cash and equivalents beginning of period


4,650


4,198


3,136Cash and equivalents end of period

$
6,399

$
4,650

$
4,198Supplementary disclosure of cash flow informationInterest paid

$
244

$
246

$
274Taxes paid

$
1,065

$
780

$
594Carrying value of debt and accrued interest converted into capital stock

$


$
843

$
953


See accompanying Notes to the Consolidated Financial Statements.

F-7

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Table of Contents

ABB Ltd
Consolidated Statements of Changes in Stockholders' Equity
For the years ended December 31, 2008, 2007 and 2006 (in millions)

Accumulated other comprehensive lossCapital stock and additional paid-in capital

Retained earnings

Foreign currency translation adjustment

Unrealized gain (loss) on available-
for-sale securities

Pension and other post retirement plan adjustments

Unrealized gain (loss) on cash flow hedge derivatives

Total accumulated other comprehensive loss

Treasury stock

Total stockholders' equityBalance at January 1, 2006

$
3,121

$
2,460

$
(1,756
)
$
1

$
(214
)
$
7

$
(1,962
)
$
(136
)
$
3,483Comprehensive income:Net income





1,390




















1,390Foreign currency translation adjustments








294











294





294Effect of change in fair value of available-for-sale securities (net of tax of ($1))











(3
)







(3
)




(3
)Minimum pension liability adjustments (net of tax of ($15))














11





11





11Change in derivatives qualifying as cash flow hedges (net of tax of ($21))

















67


67





67Total comprehensive income


























1,759Adjustment upon adoption of SFAS 158 (net of tax of $6)














(426
)




(426
)




(426
)Shares issued to Asbestos PI Trust (CE Settlement Shares)


407























407Treasury share transactions


(1
)



















1


Dividends paid





(203
)



















(203
)Conversion of convertible bonds


903




















25


928Issuance of shares


47























47Share-based payment arrangements


21




















6


27Call options


16























16Balance at December 31, 2006

$
4,514

$
3,647

$
(1,462
)
$
(2
)
$
(629
)
$
74

$
(2,019
)
$
(104
)
$
6,038Comprehensive income:Net income





3,757




















3,757Foreign currency translation adjustments








505











505





505Foreign currency translation adjustments related to divestments of businesses








51











51





51Effect of change in fair value of available-for-sale securities (net of tax of $0)











9








9





9Unrecognized income related to pensions and other postretirement plans (net of tax of ($5))














59





59





59Adjustments related to pensions and other postretirement plans allocated to divestments of businesses (net of tax of $0)














84





84





84Change in derivatives qualifying as cash flow hedges (net of tax of $4)

















(19
)

(19
)




(19
)Total comprehensive income


























4,446Treasury share transactions


(1
)



















(198
)

(199
)Dividends paid





(449
)



















(449
)Conversion of convertible bonds


830























830Issuance of shares


241























241Share-based payment arrangements


45























45Call options


5























5Balance at December 31, 2007

$
5,634

$
6,955

$
(906
)
$
7

$
(486
)
$
55

$
(1,330
)
$
(302
)
$
10,957Comprehensive income:Net income





3,118




















3,118Foreign currency translation adjustments








(754
)










(754
)




(754
)Foreign currency translation adjustments related to divestments of businesses








6











6





6Effect of change in fair value of available-for-sale securities (net of tax of ($26))











76








76





76Unrecognized income (expense) related to pensions and other postretirement plans (net of tax of $212)














(492
)




(492
)




(492
)Change in derivatives qualifying as cash flow hedges (net of tax of $53)

















(216
)

(216
)




(216
)Total comprehensive income


























1,738Shares repurchased under buyback program























(619
)

(619
)Treasury share transactions


(21
)



















21


Dividends paid in the form of nominal value reduction


(1,060
)






















(1,060
)Issuance of shares


49























49Share-based payment arrangements


63























63Call options


30























30Balance at December 31, 2008

$
4,695

$
10,073

$
(1,654
)
$
83

$
(978
)
$
(161
)
$
(2,710
)
$
(900
)
$
11,158


See accompanying Notes to the Consolidated Financial Statements.

F-8

---





Table of Contents

ABB Ltd        Notes to the Consolidated Financial Statements        (U.S. dollar amounts in millions, except per share amounts)

Note 1The Company

ABB Ltd and its subsidiaries (collectively, the Company) together form a leading global company specializing in power and automation technologies that improve the
performance of utility and industry customers, while lowering environmental impact. The Company works with customers to engineer and install networks, facilities and plants with particular emphasis on
enhancing efficiency, reliability and productivity for customers who generate, convert, transmit, distribute and consume energy.

The
Company has a global integrated risk management process. Once a year, the board of directors of ABB Ltd performs a risk assessment in accordance with the Company's risk
management processes and discusses appropriate actions, if necessary.

Note 2Significant accounting policies

The following is a summary of significant accounting policies followed in the preparation of these Consolidated Financial Statements.

Basis of presentation

The Consolidated Financial Statements are prepared in accordance with United States of America (United States or U.S.) generally
accepted accounting principles (U.S. GAAP) and are presented in United States dollars ($ or USD) unless otherwise stated. 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 (VIEs) if it has determined that it is the primary beneficiary. Intercompany accounts and transactions have been
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

Amounts reported for prior years in the Consolidated Financial Statements and Notes have been reclassified to conform to the current
year's presentation, primarily related to the separate presentation of warranty provisions and the inclusion of asbestos obligations in accrued expenses in the Company's Consolidated Balance Sheets.
Additionally, the Company reclassified certain prior year amounts within changes in operating assets and liabilities in the Company's Consolidated Statements of Cash Flows to conform to the current
year's presentation.

Operating cycle

A portion of the Company's operating cycle, including long-term construction activities, exceeds one year. For
classification of current assets and liabilities related to these types of construction activities, the Company elected to use the duration of the individual contracts as its operating cycle.

F-9

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

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 Statements and the accompanying Notes. The accounting estimates that require the Company's most significant, difficult and subjective
judgments include:



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 exist related to the transfer of funds in a number of countries where the Company operates. 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. 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 to maturity computed under the
effective interest method. Such accretion is included in interest and dividend income. Marketable debt and equity securities not classified as held-to-maturity are classified
as available-for-sale.

Marketable
debt and equity securities classified as available-for-sale at the time of purchase are reported at fair value. Unrealized gains and losses on
available-for-sale securities are excluded from the determination of earnings and are instead recognized in the accumulated other comprehensive loss

F-10

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

component
of stockholders' equity, net of tax, (accumulated other comprehensive loss) until realized. Realized gains and losses on available-for-sale securities are computed
based upon the historical cost of these securities using the specific identification method.

The
Company performs a periodic review of its debt and equity securities to determine whether an other-than-temporary impairment has occurred. Generally, when an
individual security has been in an unrealized loss position for an extended period of time, the Company evaluates whether an impairment has occurred. The evaluation is based on specific facts and
circumstances at the time of assessment, which include general market conditions, the duration and extent to which the fair value is below cost and the Company's intent and ability to hold the
security for a sufficient period of time to allow for recovery in value. In addition, for equity securities, the Company assesses whether the cost value will recover within the near-term.
If an other-than-temporary impairment is identified, the security is written down to its fair value. Impairment charges are recorded in interest and other finance expense.

Marketable
debt securities are classified as either cash and equivalents or marketable securities and short-term investments according to their maturity at the time of
acquisition.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. 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 economic
data. The Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectibility. Account balances are charged off against the allowance when the Company
believes that the amount will not be recovered.

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 and generally, no collateral is 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
counterparties. Close-out netting

F-11

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

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. However, in the Consolidated Financial Statements derivative transactions are presented on a gross basis.

Revenue recognition

The Company generally recognizes revenues when persuasive evidence of an arrangement exists, the price is fixed or determinable,
collectibility is reasonably assured and upon transfer of title, including the risks and rewards of ownership to the customer, or upon the rendering of services.

Revenues
under long-term contracts are recognized using the percentage-of-completion method of accounting pursuant to Statement of Position
81-1,Accounting for Performance of Construction-Type and Certain Production-Type Contracts(SOP 81-1). The Company principally uses the cost-to-cost or delivery events method to measure progress towards completion on contracts. Management
determines the method used by type of contract based on its judgment as to which method best measures progress towards completion on contracts. Short-term construction-type
contracts, or long-term 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 as required by SOP 81-1. Revenues under the completed-contract method are recognized upon substantial completion that is acceptance by the customer,
compliance with performance specifications demonstrated in a factory acceptance test or similar event. These criteria are consistently applied by the Company for all contracts accounted for under the
completed-contract method.

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 principally of maintenance-type
contracts.

In
accordance with Emerging Issues Task Force No. 00-21,Revenue Arrangements with Multiple Deliverables, when multiple
elements such as products and services are contained in a single arrangement or in related arrangements with the same customer, the Company allocates revenues to each element based on its relative
fair value or according to the residual method should no evidence for the fair value of the delivered item be available, provided that such element meets the criteria for treatment as a separate unit
of accounting.

Unless
the percentage-of-completion or completed contract method applies, revenues from contracts that contain customer acceptance provisions are deferred until
customer acceptance occurs, or the Company has demonstrated the customer-specified objective criteria, or the contractual acceptance period has lapsed.

Taxes
assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers, such as sales, use, value-added and some
excise taxes are presented on a net basis (excluded from revenues).

F-12

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

Product-related expenses and contract loss provisions

Losses on product and maintenance-type 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 are recorded as a component of cost of sales.

Inventories

Inventories are stated at the lower of cost (determined using either the first-in, first-out or the
weighted-average cost method) or market. Inventoried costs are stated at acquisition cost or actual production cost, including direct material and labor and applicable manufacturing overheads, reduced
by amounts recognized in cost of sales.

Impairment of long-lived assets and accounting for discontinued operations

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, pursuant to the measurement criteria of Statement of Financial
Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS 144). Estimated fair value
is determined based on discounted cash flows or appraised values depending on the nature of the assets.

In
accordance with SFAS 144, assets and liabilities that meet certain criteria with respect to the Company's plans for their sale or abandonment are included in assets and
liabilities held for sale and in discontinued operations. Depreciation and amortization cease when the assets meet the criteria to be classified as held for sale. Results from discontinued operations
are recognized in the period in which they occur. Assets and liabilities classified as held for sale are measured at the lower of carrying amount or fair value, less cost to sell. Assets and
liabilities related to discontinued operations that are retained are not reclassified into assets or liabilities held for sale and in discontinued operations in our Consolidated Balance Sheets; future
adjustments of such balances are recorded through income (loss) from discontinued operations, net of tax, in the Consolidated Income Statements. In the Consolidated Statements of Cash Flows, the
amounts related to businesses with assets and liabilities held for sale and in discontinued operations are not segregated, as permitted by Statement of Financial Accounting Standards No. 95, Statement of Cash
Flows.

Goodwill and other intangible assets

In accordance with Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible
Assets, goodwill is tested for impairment annually or more frequently if impairment indicators arise. The Company performs its annual impairment assessment on October 1.
A fair value approach is used to identify potential goodwill impairment and, when necessary, measure the amount of impairment. The Company uses a discounted cash flow model to determine the fair value
of reporting units, unless there is a readily determinable fair market value.

F-13

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

The
cost of acquired intangible assets is amortized using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or
otherwise used up. The amortization periods typically range from 1 to 10 years. Intangible assets are tested for impairment in accordance with SFAS 144, upon the occurrence of certain
triggering events.

Capitalized software costs

Capitalized costs of software for internal use are accounted for in accordance with Statement of Position No. 98-1, Accounting for the Costs of Computer
Software Developed or Obtained 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.
Capitalized costs of a software product to be sold are accounted for in accordance with Statement of Financial Accounting Standards No. 86,Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed.Costs incurred after the software has demonstrated its technological feasibility until the product is available for
general release to the customers are capitalized and are 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.

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:



Derivative financial instruments and hedging activities

The Company uses derivative financial instruments to manage currency, commodity and interest rate exposures, arising from its global
operating, financing and investing activities. The Company accounts for its derivative financial instruments in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities,as amended and interpreted (SFAS 133).

Due
to the global nature of its operations, the Company is exposed to foreign currency risks in the ordinary course of business. The Company's policies require that its industrial
entities economically hedge their foreign currency exposures from binding contracts denominated in foreign currencies, as well as at least fifty percent of the anticipated foreign currency denominated
sales volume of standard products and related foreign currency purchases over the next twelve months. Additionally, due to the nature of its products, the Company is exposed to commodity price risks
in the ordinary course of business. The Company's policies require that its industrial entities economically hedge their commodity

F-14

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

price
risks from binding contracts for the purchase of certain commodities, as well as at least fifty percent of the anticipated purchases of those commodities over the next twelve months.

To
reduce its interest rate and currency exposure arising from its borrowing activities, the Company uses interest rate and currency swaps. Where interest rate swaps are designated as
fair value hedges, changes in the fair value of the swaps are recognized in interest and other finance expense, as are the changes in the fair value of the risk component of the underlying debt being
hedged. Consequently where such interest rate swaps do not qualify for the short cut method as defined under SFAS 133, any ineffectiveness is included in interest and other finance expense.

SFAS 133
requires the Company to recognize 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 derivatives will either be offset against the change in
fair value of the hedged item through earnings or recognized in accumulated other comprehensive loss until the hedged item is recognized in earnings. The ineffective portion of a derivative's change
in fair value is immediately recognized in earnings consistent with the classification of the hedged item.

Forward
foreign exchange contracts and foreign exchange swaps are the primary instruments used to manage foreign currency risks. Where these foreign exchange contracts are designated as
cash flow hedges under SFAS 133, changes in their fair value are recorded in accumulated other comprehensive loss until the hedged item is recognized in earnings. The Company also enters into
forward foreign exchange contracts that serve as economic hedges of existing assets and liabilities and certain forecasted transactions. Where these contracts do not qualify for hedge accounting under
SFAS 133, changes in their fair value are reported in earnings, consistent with the classification of the hedged item.

If
an underlying hedged transaction is terminated early, the hedging derivative instrument is treated as if terminated simultaneously, with any gain or loss on termination of the
derivative immediately recognized in earnings. Where derivative financial instruments have been designated as 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 under SFAS 133. Such embedded
derivatives are assessed at inception of the contract and depending on their characteristics, accounted for as separate derivative instruments pursuant to SFAS 133.

Derivatives
are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item, primarily within cash flows from operating activities.

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

F-15

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

Company.
Under certain circumstances, the necessary criteria to recognize a sale of the assets may not occur and 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, as required by Statement of Financial Accounting Standards No. 13,Accounting for Leases.

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 sales, cost of sales, selling, general and administrative expense or interest and other finance expense consistent with the nature of the underlying
item.

Taxes

The Company uses the asset and liability method to account for deferred taxes. Under this method, deferred tax assets and liabilities
are determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and
laws that are expected to be in effect when the differences are expected to reverse. For financial statement purposes, the Company records a deferred tax asset when it determines that it is more
likely than not that the deduction will be sustained based upon the deduction's technical merit. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than
not to be realized.

Generally,
deferred taxes are not provided on the unremitted earnings of subsidiaries to the extent it is expected that these earnings are permanently reinvested in accordance with
Accounting Principles Board Opinion No. 23,Accounting for Income TaxesSpecial Areas(APB 23). Such earnings may become
taxable upon the sale or liquidation of these subsidiaries or upon the remittance of dividends. Deferred taxes are provided in situations where the Company's subsidiaries plan to make future dividend
distributions.

The
Company operates in numerous tax jurisdictions and, as a result, is regularly subject to audit by tax authorities. The Company provides for tax contingencies on the basis of their
technical merits, including relative tax law and Organisation for Economic Co-operation and Development (OECD)

F-16

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

guidelines,
as well as on items relating to potential audits by tax authorities based upon its best estimate of the facts and circumstances as of each reporting period. Changes in the facts and
circumstances could result in a material change to the tax accruals. The Company provides for 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.

In
June 2006, the Financial Accounting Standards Board issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes(FIN 48). FIN 48 requires applying a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with Statement of Financial Accounting
Standards No. 109,Accounting for 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 Company adopted FIN 48 effective January 1,
2007. The adoption of FIN 48 led to the reclassification of certain income tax-related liabilities in the Consolidated Balance Sheet, but the adjustment to opening retained earnings
was immaterial. As required by FIN 48, prior periods were not restated.

Expense
related to tax penalties is classified in the Consolidated Financial Statements as provision for taxes. Interest is classified in the Consolidated Financial Statements as
interest and other finance expense.

Research and development

Research and development costs are expensed as incurred. Research and development expense included in selling, general and
administrative expenses was $1,027 million, $871 million and $758 million in 2008, 2007 and 2006, respectively.

Earnings per share

Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted-average number of shares outstanding during the
year. Diluted earnings (loss) per share is calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year, assuming that all potentially dilutive securities
were exercised, if dilutive. Potentially dilutive securities comprise: outstanding written call options, outstanding options and shares granted subject to market and/or vesting conditions under the
Company's share-based payment arrangements and, prior to September 2007, shares issuable in relation to outstanding convertible bonds. See further discussion related to earnings per share in
Note 20 and further discussion of the potentially dilutive securities in Notes 12 and 18.

Share-based payment arrangements

The Company has various share-based payment arrangements, which are described more fully in Note 18. Effective January 1,
2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment(SFAS 123R), using the modified-prospective transition method. SFAS 123R requires employee equity awards to be accounted for under

F-17

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

the
fair value method. Accordingly, share-based compensation is measured at the grant date, based on the fair value of the award.

Fair value of financial instruments

The Company uses the fair value measurement principle to record certain of its financial instruments and to determine fair value
disclosures. The Company's financial instruments which are recorded at fair value on a recurring basis include foreign currency, commodity and interest rate derivatives and
available-for-sale securities.

The
Company adopted the provisions of Statement of Financial Accounting Standards No. 157,Fair Value Measurements(SFAS 157), effective January 1, 2008, for fair value measurements of its financial
assets and financial liabilities. SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair
value and enhances disclosure requirements for fair value measurements. SFAS 157 defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly
transaction between market participants at the measurement date.

In
determining fair value, the Company applies various valuation techniques including market and income approaches. SFAS 157 establishes a three-level hierarchy for inputs used in
measuring assets and liabilities recorded at fair value, based on the reliability of those inputs. The Company has categorized its financial instruments 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.



Whenever
quoted prices involve bid-ask spreads, we ordinarily determine fair values based on mid-market quotes. The only exception is cash-settled
call options serving as hedges of the Company's management incentive plan (MIP), for which bid prices are used.

F-18

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

At
December 31, 2008, 14 percent of the Company's net assets, or $1,680 million, consisted of financial instruments recorded at fair value on a recurring basis.
Approximately 12 percent and 88 percent, respectively of these financial instruments used valuation methodologies based on Level 1 and 2 inputs, respectively to measure fair
value. At December 31, 2008, the Company did not use any valuation methodologies based on level 3 inputs to measure the fair value of its financial instruments. The Company's assets and
liabilities measured at fair value are described more fully in Note 5.

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

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

The
Company provides for anticipated costs for warranties when it recognizes revenues on the related products or contracts. Warranty costs include calculated costs arising from
imperfections in design, material and workmanship in the Company's products. The Company makes individual assessments on contracts with risks resulting from order-specific conditions or guarantees and
assessments on an overall, statistical basis for similar products sold in larger quantities. 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.

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 the scope of Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations(SFAS 143).
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. These provisions are initially recognized at fair value, and subsequently adjusted for accrued interest and changes in estimates.

F-19

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

Pensions and other postretirement benefits

The Company recognizes an asset for a plan's overfunded status or a liability for a plan's underfunded status in its Consolidated
Balance Sheets in accordance with Statement of Financial Accounting Standards No. 158,Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plansan amendment of FASB Statements No. 87, 88, 106 and 132(R)(SFAS 158). Additionally, the Company measures 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 of a defined benefit postretirement plan 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. The Company is required to consider current market conditions in selecting these assumptions. See Note 17 for further discussion of
SFAS 158 and the Company's employee benefit plans.

New accounting pronouncements

On December 30, 2008, the Financial Accounting Standards Board issued FASB Staff Position Financial Accounting Standards
No. 132(R)-1,Employer's Disclosures about Postretirement Benefit Plan Assets(FSP FAS 132R-1). FSP
FAS 132R-1 amends Statement of Financial Accounting Standards No. 132 (Revised
2003),Employers' Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer's disclosures about plan assets of a
defined benefit pension or other postretirement plan. The required disclosures include a description of our investment policies and strategies; the fair value of each major category of plan assets;
the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets; and the
significant concentrations of risk within plan assets. FSP FAS 132R-1 does not change the accounting treatment for postretirement benefits plans. FSP FAS 132R-1
is effective for the Company in 2009.

In
March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161,Disclosures about Derivative
Instruments and Hedging Activities(SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS 133 and requires additional qualitative
disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and
credit-risk-related contingent features in derivative agreements. SFAS 161 does not change the accounting treatment for derivative instruments. SFAS 161 will be
effective for the Company in 2009. The Statement encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption.

In
February 2008, the Financial Accounting Standards Board issued FASB Staff Position Financial Accounting Standard No. 157-2,Effective date
of FASB Statement No. 157(FSP FAS 157-2), which delays the effective date of SFAS 157 for all nonfinancial assets and liabilities, except for
items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP FAS 157-2 delays the effective date of SFAS 157
for certain items until January 1, 2009. The major categories of assets and liabilities that are recognized or disclosed at fair value for which the Company

F-20

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 2Significant accounting policies (Continued)

has
not yet applied the provisions of SFAS 157 comprise asset retirement obligations within the scope of SFAS 143, guarantees within the scope of Financial Accounting Standards Board
Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guaranteesand impaired tangible assets or intangible assets,
including goodwill. The Company does not believe that FSP FAS 157-2 will have a material impact on its Consolidated Financial Statements.

In
December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160,Noncontrolling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51(SFAS 160). SFAS 160 changes the accounting and reporting for minority interests,
which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS 160 will be applied prospectively upon adoption in 2009, with the exception of the
presentation and disclosure requirements which will be made on a retrospective basis, to all noncontrolling interests. After adoption, noncontrolling interests of $612 million and
$592 million in 2008 and 2007, respectively, will be classified as a part of stockholders' equity. Income attributable to noncontrolling interests of $260 million, and
$244 million in 2008 and 2007, respectively, will be included in net income, although such income will continue to be deducted to calculate earnings per share. Future purchases and sales of
noncontrolling interests will be reported in equity.

In
December 2007, the Financial Accounting Standards Board issued revised Statement of Financial Accounting Standards No. 141,Business
Combinations(SFAS 141R). Under SFAS 141R an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies and contingent
consideration at their fair value on the acquisition date. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring
costs generally are expensed in periods subsequent to the acquisition date. Further SFAS 141R requires that changes in accounting for deferred tax asset valuation allowances and acquired income
tax uncertainties after the measurement period impact income tax expense in periods subsequent to the acquisition date. In addition, acquired in-process research and development is
capitalized as an intangible asset and amortized over its estimated useful life. The adoption of SFAS 141R will change the Company's accounting treatment for business combinations on a
prospective basis beginning in 2009.

In
May 2008, the Financial Accounting Standards Board issued FASB Staff Position on APB 14-aAccounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (including Partial Cash Settlement)(FSP APB 14-a). FSP APB 14-a requires the issuer to separately
account for the liability and equity components of the convertible instrument in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest cost is recognized in subsequent
periods. FSP APB 14-a requires bifurcation of a component of the debt, classification of that component in equity, and then accretion of the resulting discount on the debt as part
of interest expense being reflected in the income statement. As of December 31, 2008 and 2007, the Company did not have any debt instruments outstanding which contained the features outlined in
this guidance. However, in 2009, the Company will be required to implement the guidance on a retroactive basis to 2007 as it relates to the CHF 1 billion convertible bonds converted in
2007, resulting in a cumulative effect adjustment to stockholders' equity as of January 1, 2007 and the recording in the Company's Consolidated Income Statement in 2007 of a gain (loss) on
conversion of the bonds. The Company is currently quantifying the impact from the implementation FSP APB 14-a.

F-21

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 3Acquisitions, divestments and discontinued operations

Acquisitions

During 2008, 2007 and 2006, the Company invested $653 million, $54 million and $3 million, in 12, 14 and 11 new
businesses, joint ventures or affiliated companies, respectively. Acquisitions of controlling interests have been accounted for under the purchase method and have been included in the Company's
Consolidated Financial Statements since the date of acquisition. The aggregate excess of the purchase price over the fair value of net assets acquired totaled $456 million, $23 million
and $2 million in 2008, 2007 and 2006, respectively, and was recorded as goodwill. The Company has not presented the pro forma results of operations of the acquired businesses as the results
are not material to the Consolidated Financial Statements.

On
August 25, 2008, the Company completed the acquisition of the U.S. transformer company Kuhlman Electric Corporation (Kuhlman). Kuhlman manufactures a wide range of transformers
for the industrial and electric utility sectors and was integrated into the Company's Power Products division. The preliminary purchase price, including assumed debt, amounted to $520 million
(including $5 million cash acquired). Based on the preliminary purchase price allocation, $114 million was allocated to intangible assets subject to amortization and $400 million
to goodwill. Of the $114 million intangible assets, $63 million related to customer relationships with a weighted average useful life of 6 years, $20 million related to
order backlog with a useful life of less than 1 year, $16 million related to trademarks and tradenames with a weighted average useful life of 10 years and $15 million
related to technology with a weighted average useful life of 4 years. The Company is in final negotiations with the seller on remaining closing adjustments and therefore has not yet finalized
the purchase price allocation however completion is expected by the middle of 2009.

Divestments

In addition to the sold businesses described under discontinued operations below, the Company has divested businesses and investments
not considered by management to be aligned with its focus on power and automation technologies as described in Note 1. Since these divestments did not meet the requirements of SFAS 144
for classification as discontinued operations, the results of operations of these divested businesses are included in the Company's Consolidated Income Statements in the respective line items of
income from continuing operations, through the date of divestment.

In
May 2007, the Company completed the sale of its 50 percent stake in Jorf Lasfar Energy Company S.C.A. (Jorf Lasfar), a power plant based in Morocco and its 50 percent
stake in S.T.CMS Electric Company Private Limited (Neyveli), a power plant in India, to Taqa, the Abu Dhabi National Energy Company. The Company's share of the pre-tax earnings of Jorf
Lasfar was $21 million and $67 million for the years ended December 31, 2007 and 2006, respectively. The Company's share of the pre-tax earnings of Neyveli for the
years ended December 31, 2007 and 2006 was $4 million and $9 million, respectively. The sale of these investments resulted in a gain of approximately $38 million, which was
included in continuing operations and was part of the Company's Corporate and Other division. During 2008, the Company recorded an additional gain of $16 million related to the favorable
outcome on an outstanding tax case.

During
2008, 2007 and 2006, the Company sold several operating units and investments, excluding the divestments disclosed above or below in discontinued operations, for total proceeds of
$27 million, $27 million and $9 million, respectively, and recognized net gains on disposal of $24 million,

F-22

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 3Acquisitions, divestments and discontinued operations (Continued)

$11 million
and $3 million, respectively, which are included in other income (expense), net. Revenues and income from these businesses and investments were not significant in 2008, 2007
or 2006.

Discontinued operations

The Company's Consolidated Financial Statements were impacted by activities related to the divestment of a number of businesses. The
following completed disposals met the SFAS 144 criteria for presentation as held for sale and/or in discontinued operations in the reporting periods. The revenue and operating results of the
divested business, discussed below, during the year of disposition reflects the results through the date of disposition.

Transformer business in South Africa

During 2008, the Company sold its 50 percent stake in the shares of ABB Powertech Transformers, located in South Africa, to
Powertech, a wholly-owned subsidiary of the Altron Group at a gain of $11 million. This business was part of the Company's Power Products division prior to being reclassified to discontinued
operations. The transformer business in South Africa had revenues of $29 million, $167 million and $146 million for the years ended December 31, 2008, 2007 and 2006,
respectively. Income for 2008, 2007 and 2006 was $2 million, $15 million and $16 million, respectively, recorded in income (loss) from discontinued operations, net of tax.

Downstream oil and gas business

During the first quarter of 2007, the Company reclassified its downstream oil and gas business, Lummus Global (Lummus), to discontinued
operations based on management's decision to sell that business. This business was part of the Company's Corporate and Other division prior to being reclassified to discontinued operations. In
November 2007, the Company completed the sale of Lummus to Chicago Bridge & Iron (CB&I) and received net cash proceeds of approximately $810 million. The sale triggered an accelerated
payment of $204 million by the Company to the CE Asbestos PI Trust, a trust set up to cover asbestos liabilities of Combustion Engineering. The payment to the trust was executed on
November 14, 2007. The Company retained certain liabilities including those for potential fines and penalties connected with suspect payments made prior to completion of the sale (see
Note 15).

The
Lummus business had revenues of $870 million and $985 million for the years ended December 31, 2007 and 2006, respectively. Income recorded for 2007 and 2006 was
$9 million in each year, recorded in income (loss) from discontinued operations, net of tax. In addition, the Company recorded a gain on the sale of Lummus of $530 million in income
(loss) from discontinued operations, net of tax. In 2008, the Company recorded certain adjustments that reduced the gain on sale by $5 million.

Building Systems business in Germany

In April 2007, the Company completed the sale of its Building Systems business in Germany to the WISAG Group. This business was part of
the Company's Corporate and Other division prior to being reclassified to discontinued operations. The business had revenues of $47 million and $286 million for the years ended
December 31, 2007 and 2006, respectively. Losses for 2007 and 2006 were $2 million

F-23

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 3Acquisitions, divestments and discontinued operations (Continued)

and
$65 million, respectively, recorded in income (loss) from discontinued operations, net of tax. Of the loss reported for 2006, $67 million was an impairment charge based upon the
proceeds which were expected from the sale of the business.

Power Lines business

In February 2007, the Company sold its Power Lines businesses in Brazil and Mexico for a sales price of $20 million and no gain
or loss. These businesses had revenues of $39 million and $80 million and losses of $3 million and $4 million for the years ended December 31, 2007 and 2006,
respectively, which was recorded in income (loss) from discontinued operations, net of tax.

In
2006, the Company disposed of its Power Lines businesses in Venezuela and South Africa. These businesses had revenues of $8 million and a loss of $1 million for the year
ended December 31, 2006 recorded in income (loss) from discontinued operations, net of tax.

All
Power Lines businesses were part of the Company's Power Systems division prior to being reclassified to discontinued operations.

Cable business

In 2006, the Company sold its cable business in Ireland to Longford Cable Ltd, based in the United Kingdom. This business was
part of the Company's Power Products
division prior to being reclassified to discontinued operations. Up to the divestment date in 2006, the business recorded revenues of $95 million and a loss of $48 million in income
(loss) from discontinued operations, net of tax. The majority of the loss recorded in 2006 related to the sale of the business.

Upstream oil and gas business

In 2006, the Company and the buyer of the upstream oil and gas business entered into an agreement to settle certain items which were
disputed by the buyer after the closing of the transaction in 2004. In 2007 and 2006, the Company recorded income in connection with the release of certain provisions, amounting to approximately
$21 million and $15 million, respectively, in income (loss) from discontinued operations, net of tax, related to the divestment.

Other

In addition, the Company also reflected certain other operations as held for sale and in discontinued operations, as appropriate.

Income
(loss) from discontinued operations, net of tax, also included costs related to the Company's asbestos obligations of approximately $31 million, $0 million and
$70 million for the years ended December 31, 2008, 2007 and 2006, respectively, (see Note 15).

F-24

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 3Acquisitions, divestments and discontinued operations (Continued)

Operating results of the Company's discontinued operations are summarized as follows:

Year ended December 31,2008

2007

2006($ in millions)Revenues


32


1,123


1,602Costs and expenses, finance loss


(82
)

(1,047
)

(1,668
)Operating income (loss) before taxes


(50
)

76


(66
)Tax (expense) benefit


20


(20
)

7Operating income (loss) from discontinued operations


(30
)

56


(59
)Gain (loss) from dispositions, net of tax


9


530


(83
)Income (loss) from discontinued operations, net of tax


(21
)

586


(142
)


At
December 31, 2008, there were no amounts included in assets and liabilities held for sale and in discontinued operations. At December 31, 2007, the amounts included in
assets and liabilities held for sale and in discontinued operations primarily consisted of cash and equivalents, marketable securities, short-term investments, receivables, inventories,
accounts payable and advances from customers. These balances related to the Company's transformer business in South Africa, which was sold in 2008.

Note 4Cash and equivalents and marketable securities and short-term investments

At December 31, 2008 and 2007, cash and equivalents and marketable securities and short-term investments consisted of the following:

December 31, 2008Cost
basis

Gross
unrealized
gains

Gross
unrealized
losses

Fair
value

Cash and
equivalents

Marketable
securities
and short-term
investments($ in millions)Cash


1,736








1,736


1,736


Time deposits


3,674








3,674


3,581


93Cash-settled call options(1)


63


19


(29
)

53





53Securities held-to-maturity:Corporate commercial papers


532








532


532


Debt securities available-for-sale:U.S. government obligations


92


8





100





100European government obligations


1,397


117


(13
)

1,501


550


951Other government obligations


10





(2
)

8





8Corporate


132


4


(7
)

129





129Other


33


2





35





35Equity securities available-for-sale


40





(2
)

38





38Total


7,709


150


(53
)

7,806


6,399


1,407


---

F-25

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 4Cash and equivalents and marketable securities and short-term investments (Continued)

December 31, 2007Cost
basis

Gross
unrealized
gains

Gross
unrealized
losses

Fair
value

Cash and
equivalents

Marketable
securities
and short-term
investments($ in millions)Cash


1,741








1,741


1,741


Time deposits


5,798








5,798


2,909


2,889Cash-settled call options(1)


34


186





220





220Debt securities available-for-sale:U.S. government obligations


86


2





88





88European government obligations


20





(1
)

19





19Other government obligations


13








13





13Corporate


132


2


(2
)

132





132Other


35





(1
)

34





34Equity securities available-for-sale


58


8


(1
)

65





65Total


7,917


198


(5
)

8,110


4,650


3,460


---

To hedge its exposure to fluctuations in fair value of the Company's warrant appreciation rights (WARs) issued under the Company's MIP, the
Company purchases cash-settled call options, which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs. In accordance with EITF
No. 00-19,Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock(EITF 00-19) and SFAS 133, the cash-settled call options have been recorded as assets measured at fair value with subsequent changes in fair value recorded in
accumulated other comprehensive loss and released to earnings to the extent that they offset the change in fair value of the liability for the WARs. Changes in the fair value of the
cash-settled call options included in accumulated other comprehensive loss amounted to $21 million loss at December 31, 2008 and $36 million gain at
December 31, 2007.

At
December 31, 2008, contractual maturities of available-for-sale debt securities consisted of the following:

Cost basis

Fair value($ in millions)Less than one year


1,403


1,507One to five years


143


147Six to ten years


86


85Due after ten years


32


34Total


1,664


1,773


Gross
realized gains on available-for-sale securities were $1 million, $130 million and $96 million in 2008, 2007 and 2006, respectively.
Gross realized losses on available-for-sale securities were not significant in 2008, 2007 or 2006. Such gains and losses were included in interest and other finance expense.

F-26

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 4Cash and equivalents and marketable securities and short-term investments (Continued)

At
December 31, 2008, the Company recognized in interest and other finance expense an other-than-temporary impairment of $20 million on its
available-for-sale equity securities and adjusted the cost base of these securities accordingly.

At
December 31, 2008, the gross unrealized losses on those available-for-sale securities that have been in a continuous unrealized loss position were as
follows:

Less than
12 months

12 months
or moreUnrealized
losses

Fair
value

Unrealized
losses

Fair
value($ in millions)Debt securities:European government obligations


(13
)

247





Other government obligations








(2
)

3Corporate


(2
)

26


(5
)

37Total securities in a continuous unrealized loss position


(15
)

273


(7
)

40


Although
fair values of certain of the Company's debt securities have declined as of December 31, 2008, the Company still expects to collect all principal and interest amounts due
according to the contractual terms of the investment. The Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, and therefore does not
consider those investments to be other-than-temporarily impaired at December 31, 2008.

At
December 31, 2007, the gross unrealized losses on those available-for-sale securities that have been in a continuous unrealized loss position were not
significant.

During
2008, the Company changed its intent and sold an individual security (with an amortized cost of $50 million at the time of sale) that had been classified upon purchase as
held-to-maturity. The sale took place based on evidence of a significant deterioration in the issuer's creditworthiness. The Company recorded an insignificant gain on the sale.

At
December 31, 2008 and 2007, the Company pledged $62 million and $65 million, respectively, of marketable securities as collateral for issued letters of credit and
other security arrangements.

Note 5Financial instruments

Cash flow hedges

The Company enters into forward foreign exchange contracts to manage the foreign exchange risk of its operations. The Company also uses
commodity contracts to manage its commodity risks. 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, until the hedged item is recognized in earnings. At such time, the respective amount in accumulated other comprehensive loss is released to earnings and is shown
in either revenues or cost of sales consistent with the classification of the earnings impact of the underlying transaction being hedged.

F-27

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 5Financial instruments (Continued)

The
amount of derivative financial instrument gains or losses, net of tax reclassified from accumulated other comprehensive loss to earnings was a net gain of $49 million,
$79 million and $95 million in 2008, 2007 and 2006, respectively.

At
December 31, 2008, accumulated other comprehensive loss included $161 million of unrealized losses on cash flow hedge derivatives. Of this amount $21 million
losses related to cash-settled call options purchased to hedge the Company's exposure to fluctuations in the fair value of outstanding WARs under the MIP. Of the $161 million of
unrealized losses, $140 million is expected to be reclassified to earnings in 2009 and $21 million is expected to be reclassified to earnings in 2010 through 2011.

During
2008 and 2007, a net gain of $6 million and a net loss of $2 million, respectively, was reclassified into earnings as a result of the discontinuance of cash flow
hedge accounting because it became probable that the originally forecasted transactions would not occur. A net loss of $4 million and $2 million in 2008 and 2007, respectively, was
included in earnings due to ineffectiveness.

Fair value hedges

To reduce its interest rate and foreign currency exposures arising primarily from its borrowing activities, the Company uses interest
rate and cross-currency 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. The hedge ineffectiveness in 2008, 2007 and 2006, resulted in a (loss) gain of ($3)
million, $0 million and $3 million, respectively, included in earnings.

F-28

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 5Financial instruments (Continued)

Disclosure about financial instruments carried at fair value:

The following table shows the fair value of financial assets and liabilities measured at fair value on a recurring basis:

December 31, 2008

December 31,
2007Level 1

Level 2

Level 3

Total
fair value

Fair
value($ in millions)

($ in millions)AssetsAvailable-for-sale securities in cash and equivalents





550





550


Available-for-sale securities in marketable securities and short-term investments


202


1,059





1,261


351Cash-settled call options(1)





53





53


220Derivative assetscurrent


5


597





602


295Derivative assetsnon-current





190





190


83LiabilitiesDerivative liabilitiescurrent


(7
)

(789
)




(796
)

(243
)Derivative liabilitiesnon-current





(180
)




(180
)

(162
)Net assets and liabilities measured at fair value


200


1,480





1,680


544


---

The Company uses the following methods and assumptions in estimating fair values of assets and liabilities measured at fair value on a recurring
basis:

Cash and equivalents, marketable securities and short-term investments

Cash and equivalents include available-for-sale marketable securities, such as treasury bills, which are
measured at fair value as well as held-to-maturity marketable securities, such as commercial papers, which are carried at amortized cost and disclosed at fair value. If quoted
market prices in active markets for identical assets or liabilities are available, these are considered Level 1 inputs.

If
such quoted market prices are not available, fair value is determined based on net asset value (NAV) or using present value techniques and applying an appropriate
risk-free interest rate adjusted for nonperformance risk. The inputs used in present value techniques are observable for these instruments and fall into the Level 2 category.

Marketable
securities and short-term investments include cash-settled call options serving as hedges of the Company's MIP and treasury bills and other marketable
securities, such as fund investments.

Cash-settled
call options and marketable securities classified as available-for-sale are re-measured at fair value on a recurring basis
based on quoted bid and mid-market prices, respectively.

In
addition, for fund investments the NAV is generally used as the basis for fair value measurement. Where NAV quotes are available with sufficient frequency and are supported by
sufficient trading activity, the NAV constitutes a Level 1 input. For publicly traded closed-end funds

F-29

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 5Financial instruments (Continued)

with
listed shares traded on secondary markets with sufficient frequency, the quote for the fund's listed shares is the basis for measuring fair value and is considered Level 2, unless
significant adjustments based on unobservable inputs are required.

Derivative instruments

The fair values of derivative instruments are determined using quoted prices if available. If quoted prices are not available price
quotes for similar instruments, appropriately adjusted, were used, or a discounted cash flow methodology based on available market data or option pricing models. The fair values obtained using price
quotes for similar instruments or valuation techniques represent a Level 2 input unless significant unobservable inputs are used.

Although
the Company is party to some master netting arrangements, the fair values of the Company's derivative instruments are reported on a gross basis in the Consolidated Balance
Sheets. Current derivative assets are recorded in other current assets and non-current derivative assets are recorded in other non-current assets. Current derivative
liabilities are recorded in provisions and other and non-current derivative liabilities are recorded in other liabilities.

Disclosure about financial instruments carried on a cost basis:

Cash and equivalents, receivables, accounts payable, short-term debt and current maturities of long-term debt

The carrying amounts approximate the fair values as the items are short-term in nature.

Marketable securities and short-term investments

The carrying amounts of short-term investments, including time deposits, approximate their fair values.

Financing receivables and loans (non-current portion)

Financing receivables and loans are carried at amortized cost, less an allowance for credit losses, if required. Fair values are
determined using a discounted cash flow methodology based upon loan rates of similar instruments and reflecting appropriate adjustments for non-performance risk.

The
carrying values and estimated fair values of long-term loans granted at December 31, 2008, were $99 million and $99 million, respectively and at
December 31, 2007, were $104 million and $102 million, respectively.

Long-term debt (non-current portion)

Fair values of public bond issues are based on quoted market prices. The fair values of other debt are based on the present value of
future cash flows, discounted at estimated borrowing rates for similar debt instruments, or in the case of private placement bond or note issuances, using the relevant borrowing rates derived from
interest rate swap curves. The carrying values and estimated fair values of long-term debt at December 31, 2008, were $2,009 million and $2,014 million, respectively
and at December 31, 2007, were $2,138 million and $2,300 million, respectively.

F-30

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 6Receivables, net

Receivables, net consisted of the following:

December 31,2008

2007($ in millions)Trade receivables


7,028


6,734Other receivables


604


602Allowance


(232
)

(224
)7,400


7,112Unbilled receivables, net:Costs and estimated profits in excess of billings


2,638


3,370Advance payments consumed


(793
)

(1,900
)1,845


1,470Total


9,245


8,582


Trade
receivables include contractual retention amounts billed to customers of $262 million and $250 million at December 31, 2008 and 2007, respectively. Management
expects that the majority of related contracts will be completed and the majority of the billed amounts retained by the customer will be collected within one year of the respective balance sheet date.
Other receivables consisted of value added tax, claims, rental deposits and other non-trade receivables.

Costs
and estimated profits in excess of billings represent 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:

December 31,2008

2007

2006($ in millions)Balance at the beginning of the year


224


174


192Additions


126


130


75Deductions


(106
)

(143
)

(71
)Exchange rate differences


(12
)

63


(22
)Balance at the end of the year


232


224


174


F-31

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 7Inventories, net

Inventories, net, consisted of the following:

December 31,2008

2007($ in millions)Raw materials


1,934


1,879Work in process


2,106


2,240Finished goods


1,340


981Advances to suppliers


350


2405,730


5,340Advance payments consumed


(424
)

(477
)Total


5,306


4,863


Work
in process contains inventoried costs relating to long-term contracts of $366 million and $356 million at December 31, 2008 and 2007, respectively.
Advance payments consumed relate to contractual advances received from customers on work in process.

Note 8Financing receivables, net

Financing receivables, net consisted of the following:

December 31,2008

2007($ in millions)Loans receivable


99


104Pledged financial assets


298


298Other


48


85Total


445


487


Loans
receivable primarily represent financing arrangements provided to customers related to products manufactured by the Company. Loans receivable are reported in the balance sheet at
outstanding principal amount less any write-offs or allowance for uncollectible loans. The Company determines the loan losses based on historical experience and ongoing credit evaluation
of the borrower's financial position.

The
Company entered into tax-advantaged leasing transactions with U.S. investors prior to 1999. The prepaid rents relating to these transactions are reflected as pledged
financial assets, with an offsetting non-current deposit liability, which is included in other liabilities (see Note 13). Net gains on these transactions are being recognized over
the lease terms, which expire by 2021.

F-32

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 9Property, plant and equipment, net

Property, plant and equipment, net, consisted of the following:

December 31,2008

2007($ in millions)Land and buildings


2,817


2,789Machinery and equipment


5,345


5,500Construction in progress


534


2858,696


8,574Accumulated depreciation


(5,134
)

(5,328
)Total


3,562


3,246


In
2008, 2007 and 2006, depreciation expense including amortization of capital leases was $506 million, $437 million and $399 million, respectively. At
December 31, 2008 and 2007, capital leases represented $63 million and $71 million of land and buildings and $48 million and $53 million of machinery and equipment.
Total accumulated depreciation associated with assets under capital leases was $56 million and $58 million at December 31, 2008 and 2007, respectively.

Note 10Goodwill and other intangible assets

The changes in the carrying amount of goodwill for the year ended December 31, 2008 and 2007 were as follows:

Power
Products

Power
Systems

Automation
Products

Process
Automation

Robotics

Corporate and Other

Total($ in millions)Balance at January 1, 2007


129


434


723


947


108


28


2,369Goodwill acquired during the year


21





2











23Impairment losses

















(7
)

(7
)Other





(11
)

(9
)

(52
)







(72
)Exchange rate differences


8


5


56


25


10


4


108Balance at December 31, 2007


158


428


772


920


118


25


2,421Goodwill acquired during the year


406





11


39








456Other





(2
)







1





(1
)Exchange rate differences


(10
)

(6
)

(27
)

(11
)

(4
)

(1
)

(59
)Balance at December 31, 2008


554


420


756


948


115


24


2,817


Amounts
in the line item other in 2007 principally relate to goodwill adjustments in connection with the release of valuation allowances related to deferred tax assets of acquired
entities. These valuation allowances were initially recorded when the businesses were acquired.

F-33

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 10Goodwill and other intangible assets (Continued)

Intangible
assets other than goodwill consisted of the following:

December 31, 2008

December 31, 2007Gross carrying
amount

Accumulated
amortization

Net carrying
amount

Gross carrying
amount

Accumulated
amortization

Net carrying
amount($ in millions)

($ in millions)Capitalized software for internal use


564


(369
)

195


557


(438
)

119Capitalized software for sale


377


(316
)

61


402


(311
)

91Other


255


(100
)

155


495


(435
)

60Total


1,196


(785
)

411


1,454


(1,184
)

270


For
the years ended December 31, 2008 and 2007, the Company capitalized intangible assets of $135 million and $89 million, respectively. Of these amounts
$130 million, $2 million and $3 million related to software for internal use, software for sale and other, respectively in 2008 and $80 million, $5 million and
$4 million related to software for internal use, software for sale and other, respectively in 2007.

Additionally,
during 2008, the Company capitalized $176 million in other related to business combinations with a weighted average useful life of approximately 6 years (see
Note 3).

Amortization
expense of capitalized software for internal use for 2008, 2007 and 2006, recorded in selling, general and administrative expenses, amounted to $54 million,
$40 million and $39 million, respectively. Amortization expense of capitalized software for sale for 2008, 2007 and 2006, recorded in cost of sales, amounted to $40 million,
$40 million and $51 million, respectively. Amortization expense of other for 2008, 2007 and 2006, recorded in other income (expense), net, amounted to $61 million,
$45 million and $44 million, respectively.

The
Company recorded insignificant impairment charges to intangible assets in 2008, 2007 and 2006. These charges are included in other income (expense), net, in the Consolidated Income
Statements.

Other
primarily includes intangibles created through business combinations, such as trademarks, customer relationships, technology and patents.

At
December 31, 2008, amortization expense of intangible assets other than goodwill is estimated to be as follows:

($ in millions)2009


1362010


942011


782012


472013


32Thereafter


24Total


411


F-34

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 11Investments in equity method accounted companies

The Company recorded pre-tax earnings of investees accounted for under the equity method of accounting of $15 million, $36 million and $83 million in
2008, 2007 and 2006, respectively, in other income (expense), net. The income tax expense related to those earnings was ($4) million, ($11) million and ($22) million, respectively. The investment
balance of these investees amounted to $68 million and $63 million at December 31, 2008 and 2007, respectively.

At
December 31, 2008, the principal investments accounted for using the equity method of accounting were two VIEs that were established as consortia to develop and operate power
plants. At December 31, 2008 and 2007, the Company maintained a combined equity and financing interest in these VIEs of approximately $84 million and $82 million, respectively of
which approximately $56 million in each year was recognized as financing receivables. The Company's total interest in the VIEs is in the form of equity and subordinated debt. The Company
determined that it is not the primary beneficiary of these VIEs as defined by Financial Accounting Standards Board Interpretation No. 46RConsolidation of Variable
Interest Entities (revised 2003)an interpretation of ARB No. 51by determining that the Company's total equity and financing interest in the VIEs is less
than the total equity and financing interest of certain other parties involved in the VIEs and consequently these entities have not been consolidated.

The
Company's involvement with these VIEs began in 1995 and 1998 at the dates of inception of the VIEs. The purpose of the VIEs is to contract the engineering, procurement, commissioning
and financing of the power plants and to operate the plants using intermediaries once construction has been completed. As of and for the years ended December 31, 2008 and 2007, these VIEs
reported combined total revenues of $103 million and $133 million, respectively, and earnings before interest and taxes of $18 million and $32 million, respectively. The
maximum exposure to loss as a result of involvement with the VIEs is limited to the Company's combined equity and financing interests.

In
2007 and 2006, the principal company in addition to the investments disclosed above accounted for using the equity method of accounting was Jorf Lasfar. The Company sold its
50 percent stake in Jorf Lasfar, as well as its 50 percent stake in Neyveli, a power plant in India, in May 2007 (see Note 3). The Company's share of earnings related to Jorf
Lasfar was $21 million and $67 million for the years ended December 31, 2007 and 2006, respectively. At December 31, 2007, the pre-tax earnings of investees
accounted for under the equity method of accounting included a gain of approximately $38 million on the sale of the Company's investments in Jorf Lasfar and Neyveli. This gain was offset by an
impairment charge of $42 million in respect of one of the Company's equity investments, which it intends to divest, as the anticipated market value was less than its book value. During 2008,
the Company recorded adjustments to this gain of $16 million related to a favorable outcome on an outstanding tax case. These equity investments were included in the Company's Corporate and
Other division.

Note 12Debt

The Company's total debt at December 31, 2008 and 2007 amounted to $2,363 million and $2,674 million, respectively.

F-35

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 12Debt (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:

December 31,2008

2007($ in millions)Short-term debt (weighted-average interest rate of 12.6% and 8.6%)


159


129Current maturities of long-term debt (weighted-average nominal interest rate of 4.5% and 4.4%)


195


407Total


354


536


Short-term
debt primarily represents short-term loans from various banks.

At
December 31, 2008 and 2007, the Company had in place three commercial paper programs: a $1 billion commercial paper program for the private placement of U.S.
dollar-denominated commercial paper in the United States; a $1 billion Euro-commercial paper program for the issuance of commercial paper in a variety of currencies and a
5 billion Swedish krona commercial paper program for the issuance of Swedish krona- and euro-denominated commercial paper. No amounts were outstanding under any of these programs at
December 31, 2008 and 2007.

In
addition, the Company had in place a $2 billion multicurrency revolving credit facility, maturing 2010. Interest costs on drawings under the facility are LIBOR, STIBOR or
EURIBOR (depending on the currency of the drawings) plus a margin of 0.175%, while commitment fees (payable on the unused portion of the facility) amount to 0.0525%, and utilization fees (payable on
drawings greater than half of the facility) amount to 0.05%. No amount was drawn under the facility at December 31, 2008 and 2007. 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 a variety of derivative instruments to modify the characteristics of its long-term debt. The Company
uses interest rate swaps to effectively convert certain fixed-rate long-term debt into floating rate obligations. For certain non-U.S. dollar denominated debt, the
Company utilizes cross-currency swaps to effectively convert the debt into a U.S. dollar obligation. As required by SFAS 133, 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-36

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 12Debt (Continued)

The
following table summarizes the Company's long-term debt considering the effect of interest rate and currency swaps. Consequently, a fixed-rate debt subject to
a fixed-to-floating interest rate swap is included as a floating rate debt in the table below:

December 31, 2008

December 31, 2007($ in millions, except % data)

($ in millions, except % data)Balance

Nominal
rate

Effective
rate

Balance

Nominal
rate

Effective
rateFloating rate


2,124


5.7
%

5.8
%

2,398


5.8
%

6.8
%Fixed rate


80


4.8
%

4.8
%

147


2.4
%

6.4
%2,204








2,545Current portion of long-term debt


(195
)

4.5
%

3.5
%

(407
)

4.4
%

6.1
%Total


2,009








2,138


At
December 31, 2008, maturities of long-term debt were as follows:

($ in millions)Due in 2009


195Due in 2010


25Due in 2011


929Due in 2012


8Due in 2013


947Thereafter


100Total


2,204


Details
of the Company's outstanding bonds are as follows:

December 31, 2008

December 31, 2007Nominal
outstanding

Carrying
value(1)



Nominal
outstanding

Carrying
value(1)(in millions)

(in millions)Public bonds:9.5% EUR Instruments, due 2008

EUR




$


EUR


77

$
11310% GBP Instruments, due 2009

GBP


20


30

GBP


20


403.75% CHF Bonds, due 2009

CHF


108


102

CHF


108


946.5% EUR Instruments, due 2011

EUR


650


915

EUR


650


9104.625% EUR Instruments, due 2013

EUR


700


941

EUR


700


912Private placements







33







207Total outstanding bonds






$
2,021






$
2,276


---

All of the public bonds outstanding at December 31, 2008 and 2007, in the table above have been swapped into floating rate obligations
through the use of interest rate or cross-currency swaps and consequently are shown as floating rate debt in the table of long-term debt above.

F-37

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 12Debt (Continued)

The
10% GBP Instruments, due 2009, contain certain clauses linking the interest paid on the bonds to the credit rating assigned to the bonds. If the rating assigned to these bonds by
both Moody's and Standard & Poor's remains at or above Baa3 and BBB-, respectively, then the interest rate on the bonds remains at the level at issuance, that is 10 percent.
In line with the Company's policy of reducing its interest and currency exposure, a cross-currency swap has been used to modify the characteristics of the 10% GBP Instruments, due 2009. After
considering the impact of the cross-currency swaps, the 10% GBP Instruments, due 2009, effectively became a floating rate U.S. dollar obligation.

The
3.75% CHF Bonds, due 2009, pay interest annually at a fixed annual rate of 3.75 percent.

The
6.5% EUR Instruments, due 2011, pay interest semi-annually in arrears at a fixed annual rate of 6.5 percent. In the event of a change of control of the Company,
the terms of these bonds require the Company to offer to repurchase the bonds at 101 percent of the principal amount thereof, plus any accrued interest.

The
Company has entered into interest rate swaps to hedge its interest obligations on the 3.75% CHF bonds, due 2009 and the 6.5% EUR Instruments, due 2011. After considering the impact
of these interest rate swaps, the 3.75% CHF Bonds, due 2009, effectively became a floating rate Swiss franc obligation, while the 6.5% EUR Instruments, due 2011, effectively became a floating rate
euro obligation.

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 has entered into interest rate swaps to hedge its interest obligations on the 4.625% EUR Instruments, due 2013. As a result of these swaps, the 4.625% EUR Instruments,
due 2013, effectively became a floating rate euro obligation.

Substantially
all of the Company's publicly traded 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.

Bond conversions

During 2007, holders of the total aggregate principle amount of 1 billion Swiss francs of the Company's 3.5% CHF Convertible
Bonds, due 2010, converted their bonds into shares. The conversions resulted in the issuance of approximately 105 million shares out of contingent capital. Total debt decreased by approximately
$825 million as a result of the conversion of the bonds, while capital stock and additional paid-in capital increased by approximately $830 million, representing the carrying
value of debt and accrued interest converted into shares, net of certain charges in connection with the share issuance.

During
2006, the Company announced an offer to holders of its outstanding 4.625% USD Convertible Bonds, due 2007, that contained certain incentives to induce the bondholders to convert
their bonds into the Company's American Depositary Shares (ADSs). As a result of the induced

F-38

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 12Debt (Continued)

conversion
and the Company's subsequent call of those bonds whose holders had not accepted the Company's offer to convert, a total of approximately 107 million ADSs were issued to bondholders.
In connection with this conversion offer, the Company incurred expenses related to the write-off of unamortized debt issuance costs, inducement payments to bondholders and transaction
costs, totaling approximately $55 million, which are included in interest and other finance expense. The impact on equity (capital stock and additional paid-in capital and treasury
stock) was an increase of approximately $928 million, after consideration of certain net charges in connection with the share issuance.

Other debt

In addition to the bonds described above, included in long-term debt at December 31, 2008 and 2007, are lease
obligations, bank borrowings of subsidiaries and other long-term debt, none of which is individually significant.

Note 13Provisions and other and non-current other liabilities

Provisions and other current liabilities consisted of the following:

December 31,2008

2007($ in millions)Contract related provisions


508


594Provisions for contractual penalties and compliance and litigation matters


858


197Derivatives (see Note 5)


796


243Pension and other employee benefits (see Note 17)


66


73Taxes payable


582


451Income tax related liabilities


14


68WAR liabilities


42


99Other


601


597Total


3,467


2,322


Non-current
other liabilities consisted of the following:

December 31,2008

2007($ in millions)Nuclear technology environmental provisions (see Note 15)


241


245Non-current deposit liabilities (see Note 8)


298


298Deferred income


89


113Non-current derivative liabilities (see Note 5)


180


162WAR liabilities


3


71Income tax related liabilities


701


556Other non-current liabilities


390


352Total


1,902


1,797


F-39

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 14Leases

Lease obligations

The Company's lease obligations primarily relate to real estate and office equipment. In the normal course of business, management
expects most leases to be renewed or replaced by other leases. Rent expense was $458 million, $387 million and $365 million in 2008, 2007 and 2006, respectively. Sublease income
received on leased assets by the Company was $42 million, $44 million and $40 million 2008, 2007 and 2006, respectively.

At
December 31, 2008, future net minimum lease payments for operating leases, having initial or remaining non-cancelable lease terms in excess of one year, consisted
of the following:

($ in millions)2009


3722010


3252011


2682012


2282013


213Thereafter


5511,957Sublease income


(133
)Total


1,824


At
December 31, 2008, the future net minimum lease payments for capital leases and the present value of the net minimum lease payments consisted of the following:

($ in millions)2009


402010


322011


202012


172013


15Thereafter


125Total minimum lease payments


249Less amount representing estimated executory costs included in total minimum lease payments


(5
)Net minimum lease payments


244Less amount representing interest


(117
)Present value of minimum lease payments


127


Minimum
lease payments have not been reduced by minimum sublease rentals of $4 million due in the future under noncancelable subleases. 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.

F-40

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies

ContingenciesEnvironmental

The Company is engaged in environmental clean-up activities at certain sites arising under various United States and other
environmental protection laws and under certain agreements with third parties. In some cases, these environmental remediation actions are subject to legal proceedings, investigations or claims, and it
is uncertain to what extent the Company is actually obligated to perform. Provisions 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 retains 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 incurred over a number of years. Although it is difficult to predict with accuracy the amount of time it may take to remediate
radiological and chemical contamination at the Hematite site, based on information that BNFL has made available, the Company believes that it may take until 2015. With respect to the Windsor site, the
Company believes the remediation may take until 2012.

Under
the terms of the sale agreement, BNFL is responsible to have the remediation of the Hematite site performed in a cost efficient manner and pursue recovery of remediation costs from
other potentially responsible parties as conditions for obtaining cost sharing contributions from the Company. Westinghouse Electric Company LLC (Westinghouse), BNFL's former
subsidiary, now oversees remediation activities at the Hematite site. Westinghouse was acquired during 2006 by a consortium led by Toshiba Corporation, Japan. Westinghouse brought legal action against
the former owners/operators of the Hematite site and the U.S. Government under the Comprehensive Environmental Response Compensation and Liability Act to recover past and future remediation costs. The
defendants contested Westinghouse's claims. During 2006, an arbitration ruling, related to indemnification of the former owners/operators contained in the Combustion Engineering purchase agreement for
the site, was unfavorable to Westinghouse's claims, potentially increasing the Westinghouse costs subject to the cost sharing agreement. Separately, based on the publicly available draft Remedial
Investigation Report and Decommissioning Plan prepared by Westinghouse and other site related data, the Company was able to re-estimate its share of the expected total remediation costs
for the Hematite site. The unfavorable outcome of the arbitration was largely offset by a lower site

F-41

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

remediation
cost estimate. During 2008 and 2007, Westinghouse's efforts were focused on modifying, finalizing and obtaining regulatory approval of its draft decommissioning plan for the Hematite site.

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. Management believes this could result in cost efficiencies as well as expedited completion of the remediation activities at the site.

The
Company established a provision of $300 million in income (loss) from discontinued operations in 2000 for its estimated share of the remediation costs for these sites. At
December 31, 2008 and 2007, the Company has recorded in non-current other liabilities provisions of $241 million and $245 million, net of payments from inception of
$54 million and $50 million, respectively. Expenditures charged against the provision were $4 million, $3 million and $4 million during 2008, 2007 and 2006,
respectively. The Company has estimated that during 2009 it will charge expenditures of approximately $27 million to the provision.

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. At December 31, 2008 and 2007, the Company has recorded in current and non-current other
liabilities reserves totaling $52 million and $32 million, respectively. The increase for 2008 reflects environmental reserves of an acquired company. Substantially all of the acquired
entity's remediation liability is indemnified by a prior owner. Accordingly, an asset equal to this increase in the remediation liability is included in other non-current assets. Charges
to earnings, including $1 million, $7 million and $6 million in income (loss) from discontinued operations in 2008, 2007 and 2006, were $4 million, $14 million and
$9 million for the years ended December 31, 2008, 2007 and 2006, respectively. Expenditures for the years ended December 31, 2008, 2007 and 2006 were $8 million,
$4 million and $4 million, respectively. The Company has estimated that during 2009 expenditures on these projects will be approximately $12 million.

Asbestos obligations

The Company's Combustion Engineering, Inc. subsidiary (CE) was a co-defendant in a large number of lawsuits claiming
damage for personal injury resulting from exposure to asbestos. A smaller number of claims were also brought against the Company's former Lummus subsidiary as well as against other entities of the
Company. Separate plans of reorganization for CE and Lummus, as amended, were filed under Chapter 11 of the U.S. Bankruptcy Code. The CE plan of reorganization and the Lummus plan of
reorganization (collectively, the Plans) became effective on April 21, 2006 and August 31, 2006, respectively.

Under
the Plans, separate personal injury trusts were created and funded to settle future asbestos related claims against CE and Lummus and on the respective Plan effective dates,
channeling injunctions were issued pursuant to Section 524(g) of the U.S. Bankruptcy Code under which all

F-42

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

present
and future asbestos-related personal injury claims filed against the Company and its affiliates and certain other entities that relate to the operations of CE and Lummus are channeled to the
CE Asbestos PI Trust or the Lummus Asbestos PI Trust, respectively.

Funding
of the CE Asbestos PI Trust has been made on certain scheduled payment dates. In addition, $204 million was paid to this Trust on November 14, 2007, as required in
conjunction with the sale of Lummus which occurred on November 16, 2007. Funding of the Lummus Asbestos PI Trust was completed on May 2, 2007 upon the payment to that Trust of
$28 million.

From
time to time, other entities of the Company have been named as defendants in asbestos-related claims. At December 31, 2008 and 2007, there were approximately 7,500 and 9,500,
respectively, asbestos-related claims outstanding against ABB entities other than CE and Lummus. ABB entities that are subject to such claims will continue to resolve them in the tort system, or
otherwise. The Company generally seeks dismissals from claims where there is no apparent linkage between the plaintiff's claimed exposure and a product of the Company. To date, resolving
asbestos-related claims against the Company's entities other than CE and Lummus has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.

The
effect of asbestos obligations on the Company's Consolidated Income Statements was as follows:

Year ended December 31,2008

2007

2006($ in millions)Income (loss) from discontinued operations, net of tax (see Note 3)


(31
)




(70
)


The
effect of asbestos obligations on the Company's Consolidated Statements of Cash Flows was as follows:

Year ended December 31,2008

2007

2006($ in millions)Cash payments to:CE Asbestos PI Trust


100


354


70Lummus Asbestos PI Trust





28


9Fees and other costs








20100


382


99


F-43

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

The
effect of asbestos obligations on the Company's Consolidated Balance Sheets was as follows:

December 31,2008

2007

2006($ in millions)CE Plan (Face value $100 million at December 31, 2007)current





97


146Other asbestos obligationscurrent


4


4


4Asbestos liabilities included in liabilities held for sale and in discontinued operations








29Total current liabilities


4


101


179CE Plan non-current liabilities


50





282Total non-current liabilities


50





282


The
asbestos obligations relating to the CE Plan as reflected in the Company's Consolidated Financial Statements were payable pursuant to a non-interest
bearing promissory note (the ABB Promissory Note). The Company is also liable on a contingent basis under the ABB Promissory Note for two additional payments of $25 million each. One additional
payment of $25 million is payable in 2010 or 2011 if the Company attains an earnings before interest and taxes (EBIT) margin of 9% for 2009 or 14% in 2010. The other additional payment of
$25 million is payable in 2011 if the Company attains an EBIT margin of 9.5% in 2010. During 2008, the Company recorded both of these contingent payment obligations as, based on forecasted
financial results, it expects to achieve the target EBIT margins in 2009 and 2010. If the Company is found by the U.S. Bankruptcy Court (the Bankruptcy Court) to have defaulted on its payment
obligations under the ABB Promissory Note, the CE Asbestos PI Trust may petition the Bankruptcy Court to terminate the CE channeling injunction and the protections afforded by that injunction to the
Company and other ABB entities as well as certain other entities, including Alstom SA (Alstom).

ContingenciesRegulatory, Compliance and Legal

Gas Insulated Switchgear business

In May 2004, the Company announced that it had undertaken an internal investigation which uncovered that certain of its employees
together with employees of other companies active in the Gas Insulated Switchgear business were involved in anti-competitive practices. The Company has reported such practices upon
identification to the appropriate antitrust authorities, including the European Commission. The European Commission announced its decision on January 24, 2007 and granted ABB full immunity from
fines assessed to the Company of euro 215 million under the European Commission's leniency program.

The
Company continues to cooperate with other antitrust authorities in several locations globally, including Brazil, which are investigating anti-competitive practices
related to Gas Insulated Switchgear. At this stage of the proceedings, no reliable estimate of the amount of potential fines, if any, can be made.

In
addition, the Company is aware of proceedings issued against it and others in respect of private claims by customers and other third parties alleging harm with regard to the Gas
Insulated Switchgear

F-44

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

cartel
cases. However, an informed judgment about the merits of these claims or the amount of potential loss for the Company, if any, resulting from these proceedings cannot be made at this stage and
as such the Company has made no provision at December 31, 2008, for any of these cases.

Power Transformers business

In February 2007, the European Commission conducted dawn raids at the premises of an ABB unit in Bad Honnef, Germany, as part of its
investigation into alleged anti-competitive practices of certain manufacturers of power transformers. The German Antitrust Authority
(Bundeskartellamt) and other antitrust authorities are also reviewing those alleged practices which relate to the German market and other markets.
Management is cooperating fully with the authorities in their investigations. The Company anticipates an unfavorable outcome with respect to these alleged anti-competitive practices and
expects that fines will be imposed.

Cables business

ABB's cables business is under investigation for alleged anti-competitive practices. Management is cooperating fully with
the antitrust authorities in their investigations. An informed judgment about the outcome of these investigations or the amount of potential loss for the Company, if any, relating to these
investigations cannot be made at this stage.

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 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. The payments may be in violation of the Foreign Corrupt Practices Act or other applicable laws. The Company
is cooperating with the relevant authorities regarding these issues and is continuing its internal investigations and compliance reviews. The Company anticipates an unfavorable outcome with respect to
the investigation of these suspect payments and expects that fines will be imposed.

Earnings overstatement in an Italian subsidiary

In September 2004, the Company restated its Consolidated Financial Statements for all prior periods as a result of earnings
overstatements by a business unit of the Company's Power Products division (part of the former Power Technologies division) in Italy. The restatement followed an internal investigation by the Company
which revealed that the business unit had overstated earnings before interest and taxes and net income, as well as that certain employees had participated in arranging improper payments to an employee
of an Italian power generation company in order to obtain a contract. The Company has reported this matter to the Italian authorities, who have initiated formal criminal proceedings, as well as to the
SEC and the DoJ. The Company cannot reasonably predict the outcome of the criminal proceedings or what action, if any, the SEC or the DoJ may take.

F-45

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

General

In addition, 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.

At
December 31, 2008 and 2007, the Company accrued aggregate liabilities of approximately $795 million and $140 million, respectively, included in provisions for
contractual penalties and compliance and litigation matters and other non-current liabilities (see Note 13) for the above regulatory, compliance and legal contingencies. As it is
not possible to make an informed judgement 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 accrued liabilities.

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 amounts of liabilities recorded in the Consolidated Balance Sheets reflect management's best estimate of future payments it may incur as part of fulfilling its guarantee
obligations.

December 31, 2008

December 31, 2007Maximum potential
payments

Carrying amount of
liabilities

Maximum potential
payments

Carrying amount of
liabilities($ in millions)

($ in millions)Performance guarantees


413


1


957


9Financial guarantees


95





131


Indemnification guarantees


277


2


328


1Total


785


3


1,416


10


Guaranteesperformance

Performance guarantees represent obligations where the Company guarantees the performance of a third party's product or service
according to the terms of a contract. Such guarantees may include guarantees that a project will be completed within a specified time. If the third party does not fulfill the obligation, the Company
will compensate the guaranteed party in cash or in kind. Performance guarantees include surety bonds, advance payment guarantees and performance standby letters of credit.

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, advance payment guarantees and other miscellaneous guarantees under certain contracts such as indemnification for
personal injuries and

F-46

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

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. 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 exposure of quantifiable guarantees issued by the Company on behalf of its former
Power Generation business was approximately $120 million and $171 million at December 31, 2008 and 2007, respectively. The Company has not experienced any losses related to
guarantees issued on behalf of the former Power Generation business.

The
Company retained obligations for guarantees related to the Upstream Oil and Gas business sold in 2004. The guarantees primarily consist of performance guarantees, advance payment
guarantees and other miscellaneous guarantees. The guarantees have original maturity dates ranging from one to seven years. The maximum amount payable under the guarantees was approximately
$239 million and $393 million at December 31, 2008 and 2007, respectively. The Company has the ability to recover potential payments under these guarantees through certain
backstop guarantees. The maximum potential recovery under these backstop guarantees was approximately $16 million at December 31, 2008 and 2007.

At
December 31, 2008, the Company no longer has any retained obligations for performance guarantees related to the Lummus business sold in 2007. At December 31, 2007, the
maximum amount payable under these obligations was $301 million. All performance guarantees remaining at year end 2007 were officially released during 2008.

The
Company retained obligations for guarantees related to the Building Systems business in Germany sold in 2007. The guarantees primarily consist of performance guarantees. The
guarantees have original maturity dates ranging from one to thirteen years. The maximum amount payable under the guarantees was approximately $54 million and $92 million at
December 31, 2008 and 2007, respectively.

Guaranteesfinancial

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, 2008 and 2007, the Company had $95 million and $131 million, respectively, of financial guarantees outstanding. Of those amounts, $22 million
and $56 million, respectively, were issued on behalf of companies in which the Company currently has or formerly had an equity interest. The guarantees have various maturity dates. The majority
of the durations run to 2013 with the longest expiring in 2021.

F-47

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

Guaranteesindemnification

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 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 losses could not be calculated include indemnifications for legal claims.

The
Company delivered to the purchasers of Lummus guarantees related to assets and liabilities divested in 2007. The maximum liability at December 31, 2008 and 2007, of
$50 million, relating to this business will reduce over time, pursuant to the sales agreements.

The
Company delivered to the purchasers of its interest in Jorf Lasfar guarantees related to assets and liabilities divested in 2007. The maximum liability at December 31, 2008
and 2007, of $143 million and $189 million, respectively, relating to this business will reduce over time, pursuant to the sales agreements.

The
Company delivered to the purchaser of the Reinsurance business guarantees related to assets and liabilities divested in 2004. The maximum liability at December 31, 2008 and
2007, of approximately $84 million and $89 million, respectively, relating to this business will reduce over time, pursuant to the sales agreement.

With
respect to the sale of Lummus, the Company retained certain liabilities, including for potential fines and penalties connected with suspect payments made prior to completion of the
sale. The Company has disclosed these suspect payments to the SEC and DoJ. The Company believes that an unfavorable outcome is likely and has recorded a provision as discussed in more detail in the
suspect payment disclosures section above.

Product and order related contingencies

The Company calculates its provision for product warranties based on historical claims experience and specific review of certain
contracts.

Reconciliation
of the provision for warranties, including guarantees of product performance is as follows:

December 31,2008

2007($ in millions)Balance at the beginning of year


1,121


998Claims paid in cash or in kind


(173
)

(243
)Net increase to provision for changes in estimates, warranties issued and warranties expired


203


267Exchange rate differences


(46
)

99Balance at the end of year


1,105


1,121


F-48

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 15Commitments and contingencies (Continued)

IBM Outsourcing Agreement

In 2003, the Company entered into a 10-year global framework agreement with International Business Machines Corporation
(IBM) to outsource the Company's information systems infrastructure services to IBM. The global framework agreement includes an obligation for IBM to lease new personal computers and other IT
equipment to the Company as older equipment is retired. The Company accounts for these items as capital leases or operating leases based on the terms of the leases.

Further,
pursuant to the global framework agreement, IBM will receive monthly payments from the Company's subsidiaries in the respective countries related to information systems
infrastructure services. Annual costs during 2008, 2007 and 2006 were $285 million, $251 million and $236 million, respectively, reflecting the current level of usage of the
services.

Related party transactions

The Company conducts business with companies where members of the Company's Board of Directors act as directors or board members. This
includes the IBM global frame agreement, the Company's banking relationships with Skandinaviska Enskilda Banken AB (Publ) and Dresdner Bank AG and various sales of products and services. 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 16Taxes

Provision for taxes consisted of the following:

Year ended December 31,2008

2007

2006($ in millions)Current taxes on income


1,282


939


564Deferred taxes


(163
)

(344
)

122Tax expense from continuing operations


1,119


595


686Tax expense (benefit) from discontinued operations


(36
)

36


(7
)


The
weighted average tax rate results from applying each subsidiary's statutory income tax rate to the income from continuing operations before taxes and minority interest. The Company
operates in countries that have differing tax laws and rates. Consequently, the consolidated weighted average

F-49

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 16Taxes (Continued)

effective
rate will vary from year to year according to the source of earnings or losses by country and the change in applicable tax rates.

Year ended December 31,2008

2007

2006($ in millions, except % data)Reconciliation of taxes:Income from continuing operations before taxes and minority interest


4,518


4,010


2,397Weighted average tax rate


28.1
%

29.7
%

29.7
%Taxes at weighted average tax rate


1,270


1,189


712Items taxed at rates other than the weighted average tax rate


3


4


(55
)Changes in valuation allowance


(414
)

(698
)

(60
)Changes in tax laws and enacted tax rates


(19
)

(15
)

(3
)Other, net


279


115


92Tax expense from continuing operations


1,119


595


686Effective tax rate for the year


24.8
%

14.8
%

28.6
%


The
reconciliation of taxes for 2008, 2007 and 2006 included changes in the valuation allowance recorded in certain jurisdictions in respect of deferred tax assets that were recognized
for net operating losses and timing differences incurred in those jurisdictions. The change in valuation allowance was required as the Company determined that it was more likely than not that such
deferred tax assets
would be realized. In 2008 the change in valuation allowance was predominantly related to the Company's operations in north America with approximately $330 million. In 2007 the change in
valuation allowance was predominantly related to the Company's operations in north America with approximately $550 million.

In
2008, the reconciling item other, net included an expense of approximately $140 million related to a pending tax dispute in north Europe. In addition, other, net included an
expense of approximately $100 million relating to costs of previously disclosed investigations by U.S. and European authorities into suspect payments and alleged anti-competitive
practices, respectively, that were deducted for financial accounting purposes, but were not tax deductible. The line item also included a reduction of expense of approximately $53 million
related to the court decision in north Europe concerning certain sale and leaseback transactions as well as to the favorable outcome related to the interpretation of tax law and double tax treaty
agreements by competent tax authorities in north Africa. The line item also included an expense of approximately $50 million relating to items that were deducted for financial accounting
purposes, but were not tax deductible such as interest expense, state and local taxes on productive activities, disallowed meals and entertainment expenses and other similar items. Further, other, net
included an additional expense of approximately $40 million relating to a net increase in tax accruals. The Company's policy for such accruals is outlined in Note 2.

F-50

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 16Taxes (Continued)

In
2007, the reconciling item other, net included an expense of approximately $35 million related to the interpretation of tax law and double tax treaty agreements by competent
tax authorities in north Africa. Further, other, net included an additional expense of approximately $45 million relating to a net increase in tax accruals. The Company's policy for such
accruals is outlined in Note 2. In addition, other, net included an expense of approximately $35 million relating to items that were deducted for financial accounting purposes, but were
not tax deductible such as interest expense, state and local taxes on productive activities, disallowed meals and entertainment expenses and other similar items.

In
2006, the reconciling item other, net included an expense of approximately $70 million relating to a net increase in tax accruals. Further, other, net included an expense of
approximately $35 million relating to items that were deducted for financial accounting purposes, but were not tax deductible such as interest expense, state and local taxes on productive
activities, disallowed meals and entertainment expenses and other similar items.

Deferred
income tax assets and liabilities consisted of the following:

December 31,2008

2007($ in millions)Deferred tax assets:Pension and other accrued liabilities


988


770Unused tax losses and credits


1,234


1,443Inventories


245


180Other


231


212Total deferred tax asset


2,698


2,605Valuation allowance


(488
)

(960
)Deferred tax asset, net of valuation allowance


2,210


1,645Deferred tax liabilities:Property, plant and equipment


(221
)

(220
)Pension and other accrued liabilities


(291
)

(221
)Inventories


(170
)

(140
)Other


(271
)

(197
)Total deferred tax liability


(953
)

(778
)Net deferred tax asset


1,257


867


At
December 31, 2008 and 2007, the line item other in total deferred tax asset included approximately $100 million and $90 million, respectively, related to
property, plant and equipment.

Certain
entities have deferred tax assets related to net operating loss carry-forwards and other items. Because recognition of these assets did not meet the more likely than not
standard, valuation allowances of $488 million and $960 million had been established at December 31, 2008 and 2007, respectively. At December 31, 2008, the line item unused
tax losses and credits included approximately $300 million which, due to limitations imposed by the relevant tax law, the Company has determined

F-51

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 16Taxes (Continued)

that
it is more likely than not that such deferred tax assets would not be realized. The Company has therefore established a full valuation allowance for this matter.

At
December 31, 2008, net operating loss carry-forwards of $3,440 million and tax credits of $124 million were available to reduce future taxes of certain
subsidiaries, of which $2,336 million loss carry-forwards and $95 million tax credits which will expire in varying amounts through 2028. These carry-forwards were predominantly related
to the Company's U.S. operations.

At
December 31, 2008 and 2007, the line item other in total deferred tax liability included approximately $100 million and $85 million, respectively, related to the
recognition of deferred taxes under APB 23.

Unrecognized
tax benefits consisted of the following:

Unrecognized
tax benefits

Penalties and
interest related
to unrecognized
tax benefits

Total($ in millions)Classification as unrecognized tax items on January 1, 2007


524


107


631Increase relating to prior year tax positions


101


48


149Decrease relating to prior year tax positions


(128
)

(7
)

(135
)Increase relating to current year tax positions


76


2


78Decrease related to current year tax positions


(4
)




(4
)Decrease due to settlements with taxing authorities


(30
)

(16
)

(46
)Decrease as a result of the applicable statute of limitations


(37
)

(10
)

(47
)Exchange difference average


16


5


21Balance at December 31, 2007 which would, if recognized, affect the effective tax rate


518


129


647Net change due to acquisitions and divestments


6


1


7Increase relating to prior year tax positions


189


75


264Decrease relating to prior year tax positions


(20
)

(1
)

(21
)Increase relating to current year tax positions


93


1


94Decrease related to current year tax positions


(17
)

(1
)

(18
)Decrease due to settlements with taxing authorities


(127
)

(55
)

(182
)Decrease as a result of the applicable statute of limitations


(25
)

(5
)

(30
)Exchange difference average


(19
)

(5
)

(24
)Balance at December 31, 2008 which would, if recognized, affect the effective tax rate


598


139


737


In
2008, the reconciling item increase relating to prior year tax positions included an expense of approximately $85 million in taxes and approximately $50 million in
penalties and interest relating to a
pending tax dispute in north Europe. Further, it included an increase of provision of approximately $33 million in taxes relating to a pending assessment by competent tax authorities in central
Europe.

F-52

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 16Taxes (Continued)

In
2008, the reconciling item decrease due to settlements with taxing authorities included the release of provisions of approximately $53 million in taxes and approximately
$48 million in penalties and interest relating to court cases in north Europe concerning certain sale and leaseback transactions as well as to the favorable outcome in north Africa relating to
the interpretation of tax law and double tax treaty agreements by competent tax authorities. Further, it included the release of provision of approximately $33 million in taxes relating to the
favorable outcome of an assessment by competent tax authorities in central Europe.

In
2007, the reconciling item decrease relating to prior year positions included approximately $100 million related to the outcome of a court decision in north Europe where the
Company had claimed in its tax return a divestment loss that had not met the technical merits for recognition under FIN 48 accounting principles. Neither penalty nor interest were due as a
result of this court decision.

The
Company expected the resolution of uncertain tax positions related to pending court cases amounting to be approximately $180 million for taxes, penalties and interest within
the next twelve months. Otherwise, the Company had not identified any significant changes which were expected to occur reasonably possible within the next twelve months.

At
December 31, 2008, the earliest significant open tax years that remained subject to examination were the following:

Region

YearCentral Europe


2002Mediterranean


2004Middle East & Africa


2006North America


2005North Asia


2001North Europe


2003South America


2004South Asia


2002


Note 17Employee benefits

The Company operates pension plans, including defined benefit, defined contribution and termination indemnity plans in accordance with local regulations and practices. These plans cover
a large portion of the Company's employees and provide benefits to employees in the event of death, disability, retirement, or termination of employment. Certain of these plans are multi-employer
plans. The Company also operates other postretirement benefit plans in certain countries.

Some
of these plans require employees to make contributions and enable employees to earn matching or other contributions from the Company. The funding policies of the Company's plans are
consistent with the local government and tax requirements. The Company has several pension plans that are not required to be funded pursuant to local government and tax requirements. The Company uses
a December 31 measurement date for its plans.

On
December 31, 2006, the Company adopted SFAS 158, which requires the Company to recognize in its Consolidated Balance Sheets the funded status of its defined benefit
pension and

F-53

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)

postretirement
plans, measured as the difference between the fair value of the plan assets and the benefit obligation. This resulted in a charge to ending accumulated other comprehensive loss at
December 31, 2006, of $426 million, net of tax.

Obligations and funded status

The following tables set forth the change in benefit obligations, the change in plan assets and the funded status recognized in the
Consolidated Balance Sheets at December 31, 2008 and 2007, for the Company's benefit plans:

December 31,

December 31,2008

2007

2008

2007Pension benefits

Other benefits($ in millions)

($ in millions)Benefit obligation at the beginning of the year


8,884


8,278


215


222Service cost


204


189


2


1Interest cost


438


361


13


12Contributions by plan participants


45


38





Benefit payments


(525
)

(538
)

(16
)

(12
)Benefit obligations of businesses disposed and acquired


31


(5
)

2


Actuarial (gain) loss


(619
)

(78
)

(5
)

(11
)Plan amendments and other


(243
)

23


(1
)

Exchange rate differences


(454
)

616


(3
)

3Benefit obligation at the end of the year


7,761


8,884


207


215Fair value of plan assets at the beginning of the year


8,906


8,163





Actual return on plan assets


(1,053
)

370





Contributions by employer


300


297


16


12Contributions by plan participants


45


38





Benefit payments


(525
)

(538
)

(16
)

(12
)Plan assets of businesses disposed and acquired


28








Plan amendments and other


(253
)

(16
)




Exchange rate differences


(397
)

592





Fair value of plan assets at the end of the year


7,051


8,906





Funded statusunder/(overfunded)


710


(22
)

207


215


F-54

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)

The
amounts recognized in accumulated other comprehensive loss related to continuing operations in 2008 and 2007 consisted of:

December 31,

December 31,2008

2007

2008

2007Pension benefits

Other benefits($ in millions)

($ in millions)Transition liability








(3
)

(4
)Net actuarial loss


(1,239
)

(530
)

(76
)

(86
)Prior service cost


(40
)

(47
)

79


90Amount recognized in accumulated other comprehensive loss


(1,279
)

(577
)




Taxes associated with amount recognized in accumulated other comprehensive loss


301


91





Total amount recognized in accumulated other comprehensive loss, net of tax


(978
)

(486
)







The
following amounts related to continuing operations have been recognized in the Company's Consolidated Balance Sheets at December 31, 2008 and 2007:

December 31,

December 31,2008

2007

2008

2007Pension benefits

Other benefits($ in millions)

($ in millions)Overfunded plans


(72
)

(379
)




Accrued pension cost current


22


22


18


18Accrued pension cost non-current


760


335


189


197Funded status


710


(22
)

207


215




December 31,2008

2007($ in millions)Non-current assetsOverfunded pension plans non-current


(72
)

(379
)Other employee related benefits that do not meet the SFAS 87 criteria


(1
)

(1
)Prepaid pension and other employee benefits


(73
)

(380
)


F-55

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)



December 31,2008

2007($ in millions)Current liabilitiesUnderfunded pension plans current


22


22Underfunded other benefit plans current


18


18Employee related benefit costs that do not meet the SFAS 87 criteria


26


33Total other current pension and other employee benefit liability


66


73




December 31,2008

2007($ in millions)Non-current liabilitiesUnderfunded pension plans non-current


760


335Underfunded other benefit plans non-current


189


197Other employee related benefits that do not meet the SFAS 87 criteria


122


99Total other non-current pension and other employee benefit liability


1,071


631


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 or fair value
of plan assets in excess of PBO, respectively, was:

December 31, 2008

December 31, 2007PBO

Assets

Difference

PBO

Assets

Difference($ in millions)

($ in millions)Underfunded plans


7,035


6,253


782


2,383


2,026


357Overfunded plans


726


798


(72
)

6,501


6,880


(379
)Total


7,761


7,051


710


8,884


8,906


(22
)


The
accumulated benefit obligation (ABO) for all defined benefit pension plans was $7,522 million and $8,573 million at December 31, 2008 and 2007, 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 or fair value of plan assets in excess of ABO, respectively was:

December 31,
2008

December 31,
2007ABO

Assets

Difference

ABO

Assets

Difference($ in millions)

($ in millions)ABO exceeds assets


6,654


6,039


615


347


56


291Assets exceed ABO


868


1,012


(144
)

8,226


8,850


(624
)Total


7,522


7,051


471


8,573


8,906


(333
)


All
of the Company's other postretirement benefit plans are unfunded.

F-56

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)

Components of net periodic benefit cost and other amounts recognized in accumulated other comprehensive loss

For the years ended December 31, 2008, 2007 and 2006, net periodic benefit cost consisted of the following:

Year ended December 31,

Year ended December 31,2008

2007

2006

2008

2007

2006Pension benefits
($ in millions)

Other benefits
($ in millions)Service cost


204


189


180


2


1


2Interest cost


438


361


329


13


12


12Expected return on plan assets


(471
)

(400
)

(353
)







Amortization transition liability











1


1


1Amortization prior service cost


14


4


4


(11
)

(11
)

(11
)Amortization of net actuarial loss


13


31


39


5


7


8Curtailments, settlements and special termination benefits


38


21


7








Other





3


1





1


1Net periodic benefit cost


236


209


207


10


11


13


The
net actuarial loss and prior service cost for the defined benefit pension plans that is estimated to be amortized from accumulated other comprehensive loss into net periodic benefit
cost over the next year are $70 million and $14 million, respectively.

The
estimated net actuarial loss, transition cost and prior service cost for the defined benefit non-pension postretirement plans that will be amortized from accumulated
other comprehensive loss into net periodic benefit cost over the next year are $5 million, $2 million and $(11) million, respectively.

Assumptions

The following weighted-average assumptions were used to determine benefit obligations at December 31, 2008 and 2007:

December 31,

December 31,2008

2007

2008

2007Pension benefits

Other benefits(%)

(%)Discount rate


5.63


5.16


6.30


6.17Rate of compensation increase


2.22


2.35





Pension increase assumption


1.49


1.49








The
discount rate assumptions reflect the rates at which the benefit obligations could effectively be settled. The principal assumption was that the relevant fixed income securities are
AA rated corporate

F-57

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)

bonds.
In those countries with sufficient liquidity in corporate bonds, the Company used the current market long-term corporate bond rates and matched the bond duration with the average
duration of the pension liabilities. In those countries where the liquidity of the AA corporate bonds was deemed to be insufficient, the Company determined the discount rate by adding the credit
spread derived from a 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 for years ended December 31, 2008, 2007 and 2006:

Year ended December 31,

Year ended December 31,2008

2007

2006

2008

2007

2006Pension benefits

Other benefits(%)

(%)Discount rate


5.16


4.39


4.29


6.17


5.70


5.50Expected long-term return on plan assets


5.55


5.00


4.92








Rate of compensation increase


2.35


2.32


2.35











The
expected long-term rate of return on plan assets assumption is derived from the current and projected asset allocation, the current and projected types of investments in
each asset category and the long-term historical returns for each investment type.

The
Company maintains non-pension postretirement benefit plans, which are generally contributory with participants' contributions adjusted annually.

December 31,2008

2007Health care cost trend rate assumed for next year


9.82
%

10.72
%Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)


4.97
%

4.96
%Year that the rate reaches the ultimate trend rate


2017


2017


A
one-percentage-point change in assumed health care cost trend rates would have the following effects at December 31, 2008:

1-percentage-
point increase

1-percentage-
point decrease($ in millions)Effect on total of service and interest cost


1


(1
)Effect on postretirement benefit obligation


13


(12
)


F-58

---



Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)

Plan assets

The Company's pension plan weighted-average asset allocations at December 31, 2008 and 2007 and approximate
long-term target allocations are as follows:

December 31,

December 31,2008

2007

2008Plan
assets

Long-term
target allocation(%)(%)Asset category:Equity securities


25


32


20  40Debt securities


58


55


50  70Real estate


9


7


0  15Other


8


6


0  15Total


100


100


The
pension plan assets for each individual plan are invested in accordance with statutory regulations, pension plan rules and decisions of the pension fund trustees. The investment
allocation strategy is expected to remain consistent with historical averages.

The
Company periodically reviews the asset allocation in light of the duration of its pension liabilities and analysis trends and events that may affect assets values in order to
initiate appropriate measures at an early stage.

The
Company does not expect any plan assets to be returned to the employer during the 12-month period ending December 31, 2009.

At
December 31, 2008 and 2007, the plan assets included approximately 769,000 shares and 623,000 shares of the Company's capital stock with a total value of $11 million and
$18 million, respectively.

Contributions

The Company made non-cash contributions of $89 million of available-for-sale debt securities
to certain of the Company's pension plans in Finland, Germany and in the U.S. in 2008. The Company made non-cash contributions of $49 million of
available-for-sale debt securities to certain of the Company's pension plans in Germany in 2007. The Company also made cash contributions of $211 million and
$248 million to other pension plans and $16 million and $12 million to other benefit plans during 2008 and 2007, respectively.

The
Company expects to contribute approximately $221 million to its pension plans and $18 million to its other postretirement benefit plans in 2009.

The
Company also maintains several defined contribution plans. The expense for these plans was $65 million, $68 million and $55 million in 2008, 2007 and 2006,
respectively. The Company also

F-59

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 17Employee benefits (Continued)

contributed
$22 million, $20 million and $19 million to multi-employer plans in 2008, 2007 and 2006, respectively.

Estimated future benefit payments

The expected future cash flows to be paid by the Company in respect of pension and other postretirement benefit plans at
December 31, 2008 are as follows:

Other
postretirement benefitsPension
benefits

Benefit
payments

Medicare
subsidies($ in millions)2009


538


19


(1
)2010


559


20


(1
)2011


568


20


(1
)2012


584


19


(1
)2013


594


19


(1
)Years 2014  2018


3,090


98


(7
)


The
Medicare subsidies column represents payments estimated to be received from the United States government as part of the Medicare Prescription Drug, Improvement and Modernization Act
of 2003. The United States government began making the subsidy payments for employers in 2006.

Note 18Share-based payment arrangements

The Company has three share-based payment plans, as more fully described in the respective sections below.

Effective
January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123R, using the modified-prospective transition method. Under that transition
method, compensation cost recognized in 2006 includes i) compensation cost for all share-based payment arrangements granted prior to, but not yet vested as of, January 1, 2006, based on
the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and ii) compensation cost for all share-based payment arrangements granted
subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. In 2008 and 2007, the Company recorded a total
charge of $63 million and $32 million, respectively, for equity awards. In 2006, as a result of adopting SFAS 123R, the Company recorded a total charge of $18 million in
respect of equity awards. The tax benefits in 2008, 2007 and 2006 were insignificant. Charges recorded in respect of share-based liabilities are disclosed in the WAR section of this note.

In
May 2007, the Company repurchased, in two transactions, a total of 10 million of its shares for use in connection with share-based payment arrangements. At December 31,
2008, the Company had the ability to issue up to approximately 38 million new shares out of contingent capital in connection with share-based payment arrangements.

F-60

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

As
the primary trading market for the shares of ABB Ltd is the SIX Swiss Exchange, on which the shares are traded in Swiss francs, certain data disclosed below related to the
instruments granted under share-based payment arrangements are presented in Swiss francs.

MIP

Under the MIP, the Company offers physically-settled warrants, cash-settled warrant appreciations rights (WARs) and, as of
the May 2007 launch, options, to key employees for no consideration.

The
warrants and options granted under the MIP allow participants to purchase shares of ABB Ltd at predetermined prices. Participants may sell the warrants and options rather than
exercise the right to purchase shares. Equivalent warrants are listed by a third-party bank on the SIX Swiss Exchange, which facilitates pricing and transferability of warrants granted under this
plan. The options entitle the holder to request that a third-party bank purchase such options at the market price of equivalent listed warrants related to that MIP launch. If the participant elects to
sell the warrants or options, the instruments will thereafter be held by a third party and, consequently, the Company's obligation to deliver shares will be toward this third party. Each WAR gives the
participant the right to receive, in cash, the market price of an equivalent listed warrant on the date of exercise of the WAR. The WARs are non-transferable.

Participants
may exercise or sell warrants and options and exercise WARs after the vesting period, which is three years from the date of grant. Vesting restrictions can be waived in
certain circumstances such as death or disability. All warrants, options and WARs expire six years from the date of grant.

Warrants and options

The fair value of each warrant and option is estimated on the date of grant using a lattice model that uses the assumptions noted in
the table below. Expected volatilities are based on implied volatilities from equivalent listed warrants on ABB Ltd shares. The expected term of the warrants and options granted has been
assumed to be the contractual six-year life of each warrant and option, based on the fact that after the vesting period, a participant can elect to sell the warrant or option rather than
exercise the right to purchase shares, thereby realizing the time value of the warrants and options. The risk-free rate is based on a six-year Swiss franc interest rate,
reflecting the six-year contractual life of the warrants and options. In estimating forfeitures, the Company has used the data from previous comparable MIP launches.

2008 grant

2007 grant

2006 grantExpected volatility


36
%

27
%

28
%Dividend yield


1.42
%

1.14
%

1.06
%Expected term


6 years


6 years


6 yearsRisk-free interest rate


3.36
%

3.00
%

2.30
%


F-61

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

Presented
below is a summary of the activity related to warrants and options for the year ended December 31, 2008:

Number of
instruments

Number of
shares(1)

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

Weighted-
average
remaining
contractual
term (in
years)

Aggregate
intrinsic value
(in millions of
Swiss francs)(3)Outstanding at January 1, 2008


57,675,275


11,535,055


17.97Granted


29,941,875


5,988,375


36.40Exercised(4)


(12,758,585
)

(2,551,717
)

7.35Forfeited


(932,475
)

(186,495
)

28.07Outstanding at December 31, 2008


73,926,090


14,785,218


27.14


4.4


10Vested and expected to vest at December 31, 2008


68,710,131


13,742,026


26.88


4.4


10Exercisable at December 31, 2008


9,093,515


1,818,703


13.48


2.6


9


---

Of the outstanding instruments at December 31, 2008, 2007 and 2006, 3.0 million, 9.5 million and 14.4 million,
respectively, have been sold to a third-party by participants, representing 0.6 million, 1.9 million and 3.5 million shares, respectively.

At
December 31, 2008, there was $60 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 2.2 years. The weighted-average grant-date fair value of warrants and options granted during 2008, 2007 and 2006 was
2.32 Swiss francs, 1.35 Swiss francs and 0.73 Swiss francs, respectively. In 2008 and 2007, the aggregate intrinsic value (on the days of exercise) was 57 million Swiss francs and
117 million Swiss francs, respectively. There were no exercises in 2006.

F-62

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

Presented
below is a summary, by launch, related to instruments outstanding at December 31, 2008:

Exercise price(1)
(in Swiss francs)

Number of
instruments

Number of
shares(2)

Weighted-
average
remaining
contractual
term (in years)7.00


1,680,500


336,100


0.97.50


3,819,165


763,833


1.915.30


11,367,500


2,273,500


3.126.00


27,367,050


5,473,410


4.436.40


29,691,875


5,938,375


5.4Total number of instruments and shares


73,926,090


14,785,218


4.4






WARs

As each WAR gives the holder the right to receive cash equal to the market price of an equivalent listed warrant on date of exercise,
the Company records a liability based upon the fair value of outstanding WARs at each period end, accreted on a straight-line basis over the three-year vesting period. In
selling, general and administrative expenses, the Company recorded income of $83 million and expense of $142 million and $106 million for 2008, 2007 and 2006, respectively, as a
result of changes in both the fair value and vested portion of the outstanding WARs. To hedge its exposure to fluctuations in the fair value of outstanding WARs, the Company purchased
cash-settled call options, which entitle the Company to receive amounts equivalent to its obligations under the outstanding WARs. In accordance with EITF 00-19 and
SFAS 133, the cash-settled call options have been recorded as assets measured at fair value (see Note 4), 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 2008, 2007 and 2006, the Company recognized expense of $98 million and income of $132 million and
$97 million, respectively, in selling, general and administrative expenses related to the cash-settled call options.

The
aggregate fair value of outstanding WARs was $53 million and $220 million at December 31, 2008 and 2007, respectively. The fair value of WARs was determined
based upon the trading price of equivalent warrants listed on the SIX Swiss Exchange.

F-63

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

Presented
below is a summary of activity of WARs granted to participants for the year ended December 31, 2008:

Number of WARsOutstanding at January 1, 2008


58,879,135Granted


15,111,815Exercised


(13,482,730
)Forfeited


(836,790
)Outstanding at December 31, 2008


59,671,430Exercisable at December 31, 2008


10,910,165


The
aggregate fair value at date of grant of WARs granted in 2008, 2007 and 2006 was $33 million, $7 million and $19 million, respectively. In 2008, 2007 and 2006,
share-based liabilities of $53 million, $106 million and $18 million, respectively, were paid upon exercise of WARs by participants.

ESAP

The employee share acquisition plan (ESAP) is an employee stock-option plan with a savings feature. Employees save over a twelve-month
period, by way of monthly salary deductions. At the end of the savings period, employees choose whether to exercise their stock options using their savings plus interest to buy ABB Ltd shares
(American Depositary Shares (ADS) in the case of employees in the United Stateseach ADS representing one registered share of the Company) at the exercise price set at the grant date, or
have their savings returned with interest. The savings are accumulated in a bank account held by a third-party trustee on behalf of the participants and earn interest. Employees can withdraw from the
ESAP at any time during the savings period and will be entitled to a refund of their accumulated savings.

The
fair value of each option is estimated on the date of grant using the same option valuation model as described under the MIP, using the assumptions noted in the table below. The
expected term of the option granted has been determined to be the contractual one-year life of each option, at the end of which the options vest and the participants are required to decide
whether to exercise their options or have their savings returned with interest. The risk-free rate is based on one-year Swiss franc interest rates, reflecting the one year
contractual life of the options. In estimating forfeitures, the Company has used the data from previous ESAP launches.

2008 grant

2007 grant

2006 grantExpected volatility


57
%

34
%

30
%Dividend yield


2.61
%

0.89
%

0.81
%Expected term


1 year


1 year


1 yearRisk-free interest rate


1.44
%

2.82
%

2.13
%


F-64

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

Presented
below is a summary of activity under the ESAP during the year ended December 31, 2008:

Number of
shares(1)

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

Weighted-average
remaining
contractual
term (in years)

Aggregate
intrinsic value
(in millions of
Swiss francs)(2)(3)Outstanding at January 1, 2008


2,772,670


34.98Granted


6,261,920


15.30Forfeited


(141,400
)

34.98Not exercised (savings returned plus interest)


(2,631,270
)

34.98Outstanding at December 31, 2008


6,261,920


15.30


0.8


1.8Vested and expected to vest at December 31, 2008


5,992,657


15.30


0.8


1.7Exercisable at December 31, 2008














---

The exercise prices per ABB Ltd share and per ADS of 15.30 Swiss francs and $12.98, respectively, for the 2008 grant, 34.98 Swiss francs
and $29.78, respectively, for the 2007 grant and 18.55 Swiss francs and $14.75, respectively, for the 2006 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, 2008, there was $16 million of total unrecognized compensation cost related to non-vested options granted under the ESAP. That cost will be
recognized over the first ten months of 2009. The weighted-average grant-date fair value of options granted during 2008, 2007 and 2006, was 3.34 Swiss francs, 4.93 Swiss francs and 2.32
Swiss francs, respectively. The total intrinsic value (on the day of exercise) of options exercised in 2007 and 2006 was 61 million Swiss francs and 50 million Swiss francs,
respectively. No options were exercised in 2008.

LTIP

The Company has a long-term incentive plan (LTIP) for members of its Executive Committee and 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 grants (subject to market and vesting
conditions) of the Company's stock and, as of the 2006 launch, contains a co-investment component, in addition to the share-price performance component existing in the previous launches.

F-65

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

Under the share-price performance component, the number of shares conditionally granted is dependent upon the base salary of the Eligible Participant. The actual number of shares that
each Eligible Participant will receive free-of-charge at a future date is dependent on i) the performance of ABB Ltd shares during a defined period (Evaluation
Period) compared to those of a selected peer group of publicly-listed multinational companies and ii) the term of service of the respective Eligible Participant in their capacity as an Eligible
Participant during the Evaluation Period. The actual number of shares received after the Evaluation Period cannot exceed 100 percent of the conditional grant.

The
performance of the Company compared to its peers over the Evaluation Period will be measured as the sum, in percentage terms, of the average percentage price development of the
ABB Ltd share price over the Evaluation Period and an average annual dividend yield percentage (the Company's Performance).

In
order for shares to vest, the Company's Performance over the Evaluation Period must be positive and equal to or better than half of the defined peers. The actual number of shares to
be delivered by the Company, after the end of the Evaluation Period, will be dependent on the Company's ranking in comparison with the defined peers. The full amount of the conditional grant will vest
if the Company's Performance is better than three-quarters of the defined peers.

Under
the co-investment component of the LTIP, each Eligible Participant is invited to invest in the Company's shares, up to an individually defined maximum number of shares.
If the Eligible Participant remains the owner of such shares until the end of the Evaluation Period, the Company will deliver free-of-charge to the Eligible Participant a
matching number of shares.

Presented
below is a summary of launches of the LTIP outstanding at December 31, 2008:

Launch year

Evaluation Period

Conditionally granted
shares outstanding
at December 31, 2008

Reference price
(Swiss francs)(1)2006

March 15, 2006, to March 15, 2009


598,824


15.482007

March 15, 2007, to March 15, 2010


503,659


21.082008

March 15, 2008, to March 15, 2011


661,001


26.20


---

Presented below is a summary of activity under the LTIP for the year ended December 31, 2008:

Number of shares

Weighted-average
grant-date fair value
per share (Swiss francs)Nonvested at January 1, 2008


2,265,416


17.14Granted


696,118


31.47Vested


(1,128,947
)

13.63Forfeited


(69,103
)

28.12Nonvested at December 31, 2008


1,763,484


24.62


F-66

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 18Share-based payment arrangements (Continued)

Effective
January 1, 2006, the Company accounts for the LTIP in accordance with SFAS 123R. The charge is based on the market price of the ABB Ltd share on grant date
and is recorded in selling, general and administrative expenses over the vesting period, which is from grant date to the end of the Evaluation Period.

The
aggregate fair value, at the dates of grant, of shares conditionally granted in 2008, 2007 and 2006 was approximately $21 million, $16 million and $10 million,
respectively.

At
December 31, 2008, there was $21 million of total unrecognized compensation cost related to non-vested shares conditionally granted under the LTIP. Such cost
is expected to be recognized over a weighted-average period of 1.9 years. The total grant-date fair value of shares that vested during 2008 and 2006 was 15 million Swiss
francs and 3 million Swiss francs, respectively. No grants under LTIP vested in 2007. The weighted-average grant-date fair value of shares conditionally granted during 2008, 2007
and 2006, was 31.47 Swiss francs, 23.75 Swiss francs and 16.75 Swiss francs, respectively.

Other share-based payments

The Company has other insignificant share-based payment arrangements. In 2008 and 2007, such arrangements represented an aggregate
grant of less than 1 million and less than half a million shares, respectively, and the expense recorded in selling, general and administrative expenses for such arrangements totaled
$8 million and $3 million, respectively. The 2006 amounts were insignificant.

Note 19Stockholders' equity

At December 31, 2008, the Company had 2,770,314,755 authorized shares, of which 2,322,792,835 were registered and issued. At December 31, 2007, the Company had
2,570,314,947 authorized shares, of which 2,316,015,102 were registered and issued.

In
February 2008, the Company announced a share buyback program to purchase up to a maximum value of 2.2 billion Swiss francs (equivalent to $2 billion at
then-current exchange rates) with the intention of completing the buyback program prior to the Annual General Meeting of Shareholders in 2010 and proposing the cancellation of the shares
at that meeting. Up to December 31, 2008, a total of 22.675 million shares have been repurchased at a total cost of 652 million Swiss francs ($619 million, using exchange
rates effective at the respective repurchase dates). The repurchased shares are included in treasury stock at December 31, 2008. On February 12, 2009, the Company stated that given the
market uncertainty, the Company is not actively pursuing new purchases under the program.

In
May 2008, the Annual General Meeting of Shareholders approved a proposal to reduce the nominal value of ABB Ltd's shares from 2.50 Swiss francs per share to 2.02 Swiss francs
per share and to distribute the 0.48 Swiss francs per share to shareholders. The distribution, equivalent to $1.06 billion, resulted in a reduction in capital stock and additional
paid-in capital.

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. During 2008, the bank exercised

F-67

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 19Stockholders' equity (Continued)

a
portion of the call options held (with strike prices of 7.00 and 7.50 Swiss francs) that had been issued at fair value during 2003 and 2004. As a result, approximately 6.8 million shares were
issued by the Company resulting in a net increase in capital stock and additional paid-in capital of $49 million.

At
December 31, 2008, call options representing 21.6 million shares and with strike prices ranging from 7.00 to 36.40 Swiss francs were held by the bank. These call options
expire in periods ranging from December 2009 to May 2014. However, at December 31, 2008, only 1.3 million of these instruments, with strike prices ranging from 7.00 to 36.40 Swiss
francs, could be exercised under the terms of the agreement with the bank.

In
addition to the above, at December 31, 2008, the Company had further outstanding obligations to deliver:



See
Note 18 for a description of the above share-based payment arrangements.

As
described in Note 12, during 2007, the bondholders of the Company's 1 billion Swiss franc convertible bonds converted their bonds, resulting in the issuance of
105 million shares and an increase in capital stock and additional paid-in capital of $830 million.

During
2007, the Company purchased on the open market 10 million of its own shares for use in connection with share-based payment arrangements. These transactions resulted in an
increase in treasury stock of $199 million.

In
November 2007 and 2006, the Company issued 3.7 million and 5.7 million shares, respectively, from contingent capital stock for the purposes of fulfilling the Company's
obligations under the ESAP. This share issuance resulted in an increase in capital stock and additional paid-in capital of $60 million and $47 million, respectively.

During
2007, the bank holding call options issued during 2001, 2003 and 2004 (in connection with the launches of the Company's MIP in those years), and with strike prices ranging from
7.00 to 13.49 Swiss francs, exercised a portion of the call options held. As a result, approximately 19.6 million shares were issued by the Company and there was a net increase in capital stock
and additional paid-in capital of $181 million.

F-68

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 19Stockholders' equity (Continued)

In
2006, as a result of the Company's induced conversion of its $968 million, 4.625% USD Convertible Bonds, due 2007, and its subsequent call of the remaining outstanding bonds, a
total of approximately
105 million shares were issued out of contingent capital and a further 2 millions ADSs were delivered out of treasury stock. These transactions resulted in an increase in the Company's
equity (capital stock and additional paid-in capital and treasury stock) of approximately $928 million, after consideration of certain charges in connection with share issuance.

In
2005, 30,298,913 ABB Ltd shares were reserved to cover part of the Company's asbestos liabilities. These shares were contributed to the CE Asbestos PI Trust on April 21,
2006, and resulted in a reduction in asbestos obligations by $407 million, the fair value of the shares on the date of contribution. This amount was offset by a corresponding increase in
capital stock and additional paid-in capital in the Consolidated Balance Sheets.

Dividends
are payable to the Company's stockholders based on the requirements of Swiss law, ABB Ltd's Articles of Incorporation and stockholders' equity as reflected in the
unconsolidated financial statements of ABB Ltd, Zurich prepared in compliance with Swiss law. At December 31, 2008, of the 12,567 million Swiss francs stockholders' equity
reflected in such unconsolidated financial statements, 4,692 million Swiss francs is share capital, 2,665 million Swiss francs is restricted, 2,655 million Swiss francs is
unrestricted and 2,555 million Swiss francs is available for distribution. At December 31, 2007, of the 12,833 million Swiss francs stockholders' equity reflected in such
unconsolidated financial statements, 5,790 million Swiss francs is share capital, 4,096 million Swiss francs is restricted, 1,175 million Swiss francs is unrestricted and
1,772 million Swiss francs is available for distribution.

In
February 2009, the Board of Directors announced that a proposal will be put to the Annual General Meeting to reduce the nominal value of the shares from 2.02 Swiss francs per share to
1.54 Swiss francs per share and distribute the 0.48 Swiss francs per share to shareholders.

Note 20Earnings per share

Basic earnings (loss) per share is calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year. Diluted earnings (loss) per share is
calculated by dividing income (loss) by the weighted-average number of shares outstanding during the year, assuming that all potentially dilutive securities were exercised, if dilutive. Potentially
dilutive securities comprise: outstanding written call options; outstanding options and shares granted subject to market and/or vesting conditions under the Company's share-based payment arrangements;
and, prior to September 2007, shares issuable in relation to outstanding convertible bonds. In 2008, 2007 and 2006, outstanding securities representing a maximum of 24 million, 3 million
and 4 million shares, respectively, were

F-69

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 20Earnings per share (Continued)

excluded
from the calculation of diluted earnings (loss) per share as their inclusion would have been anti-dilutive.

Year ended December 31,2008

2007

2006($ in millions, except per share data in $)Income from continuing operations


3,139


3,171


1,532Income (loss) from discontinued operations, net of tax


(21
)

586


(142
)Net income


3,118


3,757


1,390Weighted-average number of shares outstanding (in millions)


2,287


2,258


2,128Basic earnings (loss) per share:Income from continuing operations


1.37


1.40


0.72Income (loss) from discontinued operations, net of tax


(0.01
)

0.26


(0.07
)Net income


1.36


1.66


0.65




Year ended December 31,2008

2007

2006($ in millions, except per share data in $)Income from continuing operations


3,139


3,171


1,532Effect of dilution:Interest on convertible bonds, net of tax





9


29Income from continuing operations


3,139


3,180


1,561Income (loss) from discontinued operations, net of tax


(21
)

586


(142
)Net income, adjusted


3,118


3,766


1,419Weighted-average number of shares outstanding (in millions)


2,287


2,258


2,128Effect of dilutive securities:Call options and shares


9


18


15Convertible bonds





32


105Dilutive weighted-average number of shares outstanding (in millions)


2,296


2,308


2,248Diluted earnings (loss) per share:Income from continuing operations


1.37


1.38


0.69Income (loss) from discontinued operations, net of tax


(0.01
)

0.25


(0.06
)Net income, adjusted


1.36


1.63


0.63


F-70

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 21Transformer business consolidation program and other restructuring charges

In 2005, the Company announced its decision to consolidate its global transformer business in the Power Products division, including closing certain plants and employment reductions, as
a result of overcapacity, increasing raw material costs and a regional shift in demand experienced by the transformer business. The Company finalized the transformer business consolidation program in
2008 and expensed a total of $241 million between 2005 and the end of 2008.

During
2008, the Company recorded an expense of $46 million; $27 million was recorded in cost of sales, $16 million in selling, general and administrative expenses
and $3 million in other income (expense) net. This expense consisted of $16 million charges related to employee severance costs, $26 million of estimated contract settlement, loss
order and other costs and $4 million related to inventory and long-lived asset impairments.

During
2007, the Company recorded an expense of $34 million; $23 million was recorded in cost of sales, $2 million in selling, general and administrative expenses
and $9 million in other income (expense) net. This expense consisted of $15 million charges related to employee severance costs, $9 million of estimated contract settlement and
loss order costs and $10 million related to inventory and long-lived asset impairments.

During
2006, the Company recorded an expense of $38 million; $26 million was recorded in cost of sales, $9 million in selling, general and administrative expenses
and $3 million in other income (expense), net. This expense consisted of $47 million of estimated contract settlement and loss order costs, $3 million charges related to employee
severance costs and $1 million related to inventory and long-lived asset impairments and costs. These expenses were offset by a change in estimate of $13 million related to
employee severance costs.

Liabilities
associated with these expenses consisted of the following:

Employee
severance costs

Contractual
settlement/(loss)
order costs

Total($ in millions)Liability at December 31, 2006


26


37


63Expenses


17


15


32Cash payments


(10
)

(31
)

(41
)Exchange rate differences


2


3


5Change in estimates


(2
)

(6
)

(8
)Liability at December 31, 2007


33


18


51Expenses


22


26


48Cash payments


(14
)

(14
)

(28
)Exchange rate differences


2


1


3Change in estimates


(6
)




(6
)Liability at December 31, 2008


37


31


68


Further,
in 2008, the Company initiated its plan to adjust its engineering, manufacturing and service capacities in the Robotics division, primarily in western Europe and the U.S. as a
result of the

F-71

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 21Transformer business consolidation program and other restructuring charges (Continued)

economic
downturn in some of the division's key markets as well as increase the presence in emerging markets. The plan includes closing certain production lines as well as employment reductions and is
expected to be completed by the end of 2009. The Company recorded liabilities of $62 million related to employee severance costs and additional expenses of $5 million related to
inventory and long-lived asset impairments. $47 million was recorded in cost of sales and $20 million in selling, general and administrative expenses.

Note 22Operating segment and geographic data

Statement of Financial Accounting Standards No. 131,Disclosures about Segments of an Enterprise and Related Information(SFAS 131), establishes standards for reporting information about operating segments. The Chief Operating Decision Maker (CODM), as defined by SFAS 131, 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, Automation Products, Process Automation and Robotics. The remaining operations of the Company are included in Corporate and Other. Effective January 1, 2008, following the sale
of the majority of the Company's non-core activities, Non-core and Other is no longer presented separately but included in Corporate and Other. All periods presented have been
restated to reflect the Company's current organizational structure.



The
Company evaluates performance of its segments based on earnings before interest and taxes, which excludes interest and dividend income, interest and other finance expense, provision
for taxes, minority interest and income (loss) from discontinued operations, net of tax. In accordance with SFAS 131, the Company presents division revenues, depreciation and amortization,
earnings before

F-72

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 22Operating segment and geographic data (Continued)

interest
and taxes, net operating assets and capital expenditures. The Company accounts for inter-division sales and transfers as if the sales and transfers were to third parties, at current market
prices.

The
following tables summarize information for each segment:

2008

Third party
revenues

Interdivisional
revenues

Total
revenues

Depreciation
and
amortization

Earnings
before interest
and taxes

Total
assets

Capital
expenditures($ in millions)Power Products


9,866


2,024


11,890


161


2,100


7,136


305Power Systems


6,673


239


6,912


54


592


4,402


89Automation Products


9,100


1,150


10,250


162


1,908


5,782


305Process Automation


7,574


241


7,815


100


926


4,438


79Robotics


1,612


30


1,642


20


9


856


28Corporate and Other


87


1,606


1,693


164


(983
)

10,567


365Inter-division elimination





(5,290
)

(5,290
)










Discontinued operations




















Consolidated


34,912





34,912


661


4,552


33,181


1,171




2007

Third party
revenues

Interdivisional
revenues

Total
revenues

Depreciation
and
amortization

Earnings
before interest
and taxes

Total
assets

Capital
expenditures($ in millions)Power Products


8,228


1,549


9,777


131


1,596


5,770


209Power Systems


5,604


228


5,832


57


489


4,167


50Automation Products


7,651


993


8,644


150


1,477


5,371


193Process Automation


6,176


244


6,420


109


683


4,111


91Robotics


1,389


18


1,407


21


79


821


14Corporate and Other


135


1,429


1,564


129


(301
)

10,629


192Inter-division elimination





(4,461
)

(4,461
)










Discontinued operations











5





132


7Consolidated


29,183





29,183


602


4,023


31,001


756




2006

Third party
revenues

Interdivisional
revenues

Total
revenues

Depreciation
and
amortization

Earnings
before interest
and taxes

Total
assets

Capital
expenditures($ in millions)Power Products


6,238


1,037


7,275


119


939


4,322


145Power Systems


4,310


234


4,544


59


279


3,345


26Automation Products


6,130


707


6,837


138


1,053


4,554


148Process Automation


5,216


232


5,448


114


541


3,644


70Robotics


1,280


8


1,288


23


1


750


14Corporate and Other


107


1,200


1,307


102


(256
)

7,130


117Inter-division elimination





(3,418
)

(3,418
)










Discontinued operations











15





1,397


16Consolidated


23,281





23,281


570


2,557


25,142


536


F-73

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Table of Contents

ABB Ltd

Notes to the Consolidated Financial Statements (Continued)

(U.S. dollar amounts in millions, except per share amounts)

Note 22Operating segment and geographic data (Continued)

Geographic information

Revenues year ended December 31,

Long-lived assets at
December 31,2008

2007

2006

2008

2007($ in millions)

($ in millions)Europe


15,815


13,322


10,969


2,455


2,358The Americas


6,428


5,247


4,394


328


258Asia


8,967


7,480


5,863


663


522Middle East and Africa


3,702


3,134


2,055


116


10834,912


29,183


23,281


3,562


3,246


Revenues
have been reflected in the regions based on the location of the customer. China generated approximately 11 percent, 11 percent and 12 percent of the
Company's total revenues in 2008, 2007 and 2006, respectively. The United States generated approximately 11 percent of the Company's total revenues in 2008, 2007 and 2006. Germany generated
approximately 8 percent of the Company's total revenues in 2008, 2007 and 2006. More than 95 percent of the Company's total revenues were generated outside Switzerland in 2008, 2007 and
2006. Long-lived assets represent property, plant and equipment, net and are shown by location of the assets. Switzerland and Germany represented approximately 19 percent and
13 percent, respectively, of the Company's long-lived assets at December 31, 2008 and approximately 19 percent and 15 percent at December 31, 2007.

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.

Approximately
64 percent of the Company's employees are subject to collective bargaining agreements in various countries. These agreements are subject to various regulatory
requirements and are renegotiated on a regular basis in the normal course of business.

F-74

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