Obligation ABB Finance USA 2.8% ( US00037BAD47 ) en USD

ABB Finance USA

100 % ⇌

Etas-Unis

US00037BAD47 ( en USD )

2.8% par an ( paiement semestriel )

03/04/2020 - Obligation échue

Prospectus brochure de l'obligation ABB Finance USA US00037BAD47 en USD 2.8%, échue

2 000 USD

300 000 000 USD

00037BAD4

N/A

L'Obligation émise par ABB Finance USA ( Etas-Unis ) , en USD, avec le code ISIN US00037BAD47, paye un coupon de 2.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/04/2020

424B2 1 a2235093z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS

Amount
Maximum
Maximum
Amount of
Title of each Class of
to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

Per Unit

Offering Price

Fee(1)

2.800% Notes due 2020

$ 300,000,000

99.936%
$ 299,808,000
$
37,327
?
?
?
?
?
?
?
?
?
?
?
?
?
?
3.375% Notes due 2023

$ 450,000,000

99.932%
$ 449,694,000
$
55,987

3.800% Notes due 2028

$ 750,000,000

100.000%
$ 750,000,000
$
93,375

Total

$
186,689

(1)
Calculated in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration number 333-223907
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2018)
ABB FINANCE (USA) INC.
$300,000,000 2.800% Notes due 2020
$450,000,000 3.375% Notes due 2023
$750,000,000 3.800% Notes due 2028
Guaranteed as to the Payment of Principal, Premium, if any, and Interest by
ABB Ltd
ABB Finance (USA) Inc. ("ABB Finance") is offering three new series of notes consisting of $300,000,000 aggregate principal amount of 2.800%
notes due 2020 (the "2020 notes"), $450,000,000 aggregate principal amount of 3.375% notes due 2023 (the "2023 notes") and $750,000,000 aggregate
principal amount of 3.800% notes due 2028 (the "2028 notes" and, together with the 2020 notes and the 2023 notes, the "notes"). ABB Finance will pay
interest on each series of notes on April 3 and October 3 of each year, beginning on October 3, 2018. The 2020 notes will mature on April 3, 2020, the
2023 notes will mature on April 3, 2023 and the 2028 notes will mature on April 3, 2028, in each case unless redeemed by ABB Finance as described
below. Payment of principal, premium, if any, and interest in respect of the notes will be fully and unconditionally guaranteed by ABB Ltd.
ABB Finance may redeem the notes of the applicable series at any time prior to April 3, 2020 (their maturity date), in the case of the 2020 notes,
March 3, 2023 (one month prior to their maturity date), in the case of the 2023 notes and January 3, 2028 (three months prior to their maturity date), in
the case of the 2028 notes, in whole or in part, at any time at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to
be redeemed and (2) the Make Whole Amount described herein, plus, in each case, unpaid interest accrued to, but excluding, the redemption date. On or
after March 3, 2023 (one month prior to their maturity date), in the case of the 2023 notes and January 3, 2028 (three months prior to their maturity
date), in the case of the 2028 notes, ABB Finance may also redeem the notes of the applicable series, in whole or in part, at any time at a redemption
price equal to 100% of the principal amount of the notes to be redeemed plus unpaid interest accrued to, but excluding, the redemption date. In addition,
ABB Finance may also redeem the notes of any series, in whole but not in part, at any time at a redemption price equal to 100% of the principal amount
of the notes to be redeemed plus unpaid interest accrued to, but excluding, the redemption date upon the occurrence of certain tax events described in
this prospectus supplement.
Investing in the notes involves risks. See "Risk Factors" beginning on page 3 of the accompanying prospectus and S-6 of this prospectus
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supplement, as well as "Item 3. Key Information--Risk Factors" in ABB Ltd's most recent Annual Report on Form 20-F, for a discussion of
certain factors you should consider before making a decision to invest in the notes.

Per 2020
Per 2023
Per 2028

Note

Total

Note

Total

Note

Total

Public offering price(1)
99.936%
$299,808,000 99.932%
$449,694,000
100.000%

$750,000,000

Underwriting discount

0.200%
$600,000

0.350%
$1,575,000

0.450%

$3,375,000

Proceeds, before expenses, to ABB Finance(1)
99.736%
$299,208,000 99.582%
$448,119,000
99.550%

$746,625,000

(1)
Plus interest accrued from and including April 3, 2018 if settlement occurs after that date.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission or any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company and its participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking S.A. against payment in New York, New York, on or about April 3, 2018.
Joint Book-Running Managers
Citigroup

Credit Suisse

J.P. Morgan
Co-Managers
Barclays

HSBC

Morgan Stanley

The date of this prospectus supplement is March 26, 2018.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-6
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF NOTES AND GUARANTEE
S-12
CLEARANCE AND SETTLEMENT
S-18
TAXATION
S-19
UNDERWRITING
S-27
LEGAL MATTERS
S-33
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EXPERTS
S-33
PROSPECTUS

Page

ABOUT THIS PROSPECTUS

1
ABB FINANCE (USA) INC.

1
ABB LTD

2
RISK FACTORS

3
FORWARD-LOOKING STATEMENTS

4
USE OF PROCEEDS

5
DESCRIPTION OF DEBT SECURITIES

6
LEGAL OWNERSHIP

22
CLEARANCE AND SETTLEMENT

25
TAX CONSIDERATIONS

29
PLAN OF DISTRIBUTION

30
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

31
LEGAL MATTERS

32
EXPERTS

33
WHERE YOU CAN FIND MORE INFORMATION

34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

35
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where,
or to whom, the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as information in documents incorporated by reference, is accurate as of any date other than the date on the
front of these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed after those dates.
S-i
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file with the SEC into this prospectus supplement and the accompanying
prospectus. This means that we can disclose important information to you by referring to another document. Any document (or part of it) referred to in
this way is considered part of this prospectus supplement and the accompanying prospectus from the date that we file that document, as long as that
document is filed prior to the termination of this offering. We incorporate by reference into this prospectus supplement and the accompanying
prospectus the following documents or information:
·
ABB Ltd's Annual Report on Form 20-F for the year ended December 31, 2017, as filed with the SEC on February 23, 2018, as
amended by Amendment No. 1 on Form 20-F/A, as filed with the SEC on March 9, 2018;
·
ABB Ltd's Reports on Form 6-K, as filed with or furnished to the SEC on January 11, 2018, February 8, 2018, February 28, 2018 and
March 9, 2018; and
·
All subsequent annual reports on Form 20-F that ABB Ltd files with the SEC under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as well as any report on Form 6-K filed with or furnished to the SEC to the extent the Form 6-K expressly states
that it is being incorporated by reference in this prospectus supplement and the accompanying prospectus, in each case, prior to the
termination of this offering.
Any statement contained in this prospectus supplement, the accompanying prospectus or a document incorporated or deemed incorporated by
reference into this prospectus supplement and the accompanying prospectus will be deemed to be modified or superseded to the extent that a statement
contained in any subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus supplement and the
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accompanying prospectus modifies or supersedes that statement. Any statement that is modified or superseded in this manner will no longer be a part of
this prospectus supplement or the accompanying prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying
prospectus is delivered, upon his or her written request, a copy of any or all documents referred to above which have been incorporated by reference into
this prospectus supplement and the accompanying prospectus.
You may request a copy of these filings, excluding any exhibits thereto, at no cost, by writing or telephoning us at:
ABB Finance (USA) Inc.
305 Gregson Drive
Cary, North Carolina 27511
Telephone: (901) 252-5843
S-ii
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Various statements in or incorporated by reference in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein or therein are intended to constitute "forward looking statements" under the U.S. federal securities laws. Words such as "believes,"
"estimates," "anticipates," "expects," "intends," "may," "will," or "should" or, in each case, their negative, or other variations or comparable
terminology, are used to identify these forward looking statements. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
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 or incorporated by reference in this prospectus supplement and the accompanying
prospectus. 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 or incorporated by reference in this prospectus supplement and the
accompanying prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Information regarding
important factors that could cause actual results to differ materially from those in our forward-looking statements is contained under "Forward Looking
Statements" and "Item 3. Key Information--Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2017, which is
incorporated by reference in this prospectus supplement and the accompanying prospectus (and in any of our subsequent reports on Form 6-K that are
so incorporated).
S-iii
Table of Contents
SUMMARY
This summary does not contain all of the information that is important to you. You should read carefully the entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein and therein before making a decision to invest in the notes.
In this prospectus supplement, unless otherwise indicated or the context otherwise requires, (i) the term "ABB Finance" refers to ABB Finance
(USA) Inc., a Delaware corporation, (ii) the terms "ABB Group," "ABB," "we", "our" and "us" refer to ABB Ltd and its consolidated subsidiaries,
including ABB Finance, as well as 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, and (iii) the term "ABB Ltd" refers to ABB Ltd, ABB Finance's indirect parent, and not to ABB Ltd's subsidiaries or
other affiliates.
ABB FINANCE
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ABB Finance, a Delaware corporation, is an indirect, wholly owned finance subsidiary of ABB Ltd. ABB Finance has no assets, operations,
revenues or cash flows other than those related to the issuance, administration and repayment of the notes being offered hereby and any other securities
issued by it that are guaranteed by ABB Ltd. ABB Finance's principal corporate offices are located at 305 Gregson Drive, Cary, North Carolina 27511,
and its telephone number is (901) 252-5843.
ABB LTD
ABB Ltd is the parent company of the ABB Group, which is a pioneering technology leader in electrification products, robotics and motion,
industrial automation and power grids serving customers in utilities, industry and transport & infrastructure globally. Continuing more than a 125-year
history of innovation, ABB today is at the forefront of the industrial digitalization and driving the Energy and Fourth Industrial Revolutions. Our
business is international in scope and we generate revenues in numerous currencies. We operate in approximately 100 countries across three regions:
Europe, the Americas, and Asia, Middle East and Africa. We manage our business based on a divisional structure, comprised of four divisions:
Electrification Products, Robotics and Motion, Industrial Automation and Power Grids.
ABB Ltd's principal corporate offices are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland, and its telephone number is +41-43-317-
7111. ABB Ltd's principal website is located at www.abb.com. However, the information on ABB's website does not constitute a part of, and is not
incorporated by reference into, this prospectus supplement or the accompanying prospectus.
S-1
Table of Contents

THE OFFERING
The following summary contains basic information about the notes and is not intended to be complete. Please refer to "Description of Notes and
Guarantee" beginning on page S-12 of this prospectus supplement and "Description of Debt Securities" beginning on page 6 of the accompanying
prospectus for more information about the notes and the guarantee.
Issuer
ABB Finance (USA) Inc.

Guarantee
The notes will be fully and unconditionally guaranteed by ABB Ltd as to the
payment of principal, premium (if any) and interest, including any additional
amounts that may be payable.

Notes
$300,000,000 aggregate principal amount of 2.800% notes due 2020,
$450,000,000 aggregate principal amount of 3.375% notes due 2023 and
$750,000,000 aggregate principal amount of 3.800% notes due 2028.

Maturity
The 2020 notes will mature on April 3, 2020, the 2023 notes will mature on
April 3, 2023 and the 2028 notes will mature on April 3, 2028, in each case
unless redeemed by ABB Finance prior to such date.

Interest Rate
The 2020 notes will bear interest at a rate of 2.800% per annum, the 2023
notes will bear interest at a rate of 3.375% per annum, and the 2028 notes
will bear interest at a rate of 3.800% per annum.

Interest Payment Dates
Every April 3 and October 3, commencing on October 3, 2018.

Optional Redemption
ABB Finance has the option to redeem the notes of any series, in whole or in
part, at any time for cash. See "Description of Notes and Guarantee--
Optional Redemption" in this prospectus supplement. ABB Finance may
redeem the notes of the applicable series, in whole or in part, at any time and
from time to time prior to April 3, 2020 (their maturity date), in the case of
the 2020 notes, March 3, 2023 (one month prior to their maturity date), in the
case of the 2023 notes and January 3, 2028 (three months prior to their
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maturity date), in the case of the 2028 notes at a redemption price equal to the
greater of: (1) 100% of the principal amount of the notes to be redeemed and
(2) the sum of the present values of the remaining scheduled payments of
principal of and interest on the notes to be redeemed discounted to the
redemption date, together with, in each case, unpaid interest accrued to, but
excluding, the date of redemption, as further described in "Description of
Notes and Guarantee--Optional Redemption" in this prospectus supplement.
S-2
Table of Contents
On or after March 3, 2023 (one month prior to their maturity date), in the
case of the 2023 notes and January 3, 2028 (three months prior to their
maturity date), in the case of the 2028 notes, ABB Finance may redeem such
notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the notes to be redeemed plus
unpaid interest accrued to, but excluding, the redemption date.

Additional Amounts
ABB Finance and ABB Ltd may be required to pay Additional Amounts (as
described under "Description of Notes and Guarantee--Payment of
Additional Amounts") in connection with certain required withholdings or
deductions for taxes imposed by Switzerland, as further described in
"Description of Notes and Guarantee--Payment of Additional Amounts" in
this prospectus supplement.

Tax Redemption
If ABB Finance or ABB Ltd is required to pay additional amounts in respect
of any taxes on the notes or the guarantee of the notes of any series, ABB
Finance may redeem the notes of the applicable series prior to maturity, at its
option, in whole but not in part, at a redemption price equal to 100% of their
principal amount plus unpaid interest accrued thereon to, but excluding, the
date of redemption, as further described in "Description of Notes and
Guarantee--Tax Redemption" in this prospectus supplement.

U.S. Federal Income Tax Considerations
The notes may be issued with original issue discount ("OID") for U.S.
federal income tax purposes. Subject to a statutorily defined de minimis
exception, if the notes are issued with OID, a holder subject to U.S. federal
income taxation would be required to include the OID in gross income as
ordinary income for U.S. federal income tax purposes as the OID accrues on
a constant yield basis, in advance of the receipt of cash payments that
correspond to that income and regardless of whether such holder is a cash or
accrual method taxpayer. See "Taxation--Material U.S. Federal Income Tax
Considerations."

Ranking
The notes and the guarantee will constitute unsecured and unsubordinated
indebtedness of ABB Finance and ABB Ltd, respectively, and will rank
equally with all of their respective other unsecured and unsubordinated
indebtedness from time to time outstanding. For a discussion of the effective
ranking of the notes and the guarantee compared to secured indebtedness and
indebtedness of subsidiaries other than ABB Finance, see "Risk Factors."
S-3
Table of Contents
Book-
ABB Finance will issue the notes in fully registered form in denominations of $2,000
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Entry Issuance, Settlement and and integral multiples of $1,000 in excess thereof. Each series of notes will be
Clearance; Denominations
represented by one or more global securities registered in the name of a nominee of
The Depository Trust Company ("DTC"). You will hold beneficial interests in your
notes through DTC and its direct and indirect participants, including Euroclear
Bank S.A./N.V. and Clearstream Banking S.A. and DTC and its direct and indirect
participants will record your beneficial interests on their books. For information on
DTC's book-entry system, see "Clearance and Settlement" in this prospectus
supplement and "Legal Ownership" in the accompanying prospectus.

Trustee and Principal Paying
Agent
Deutsche Bank Trust Company Americas.

Timing and Delivery
We currently expect delivery of the notes to occur on or about April 3, 2018.

Risk Factors
You should carefully consider all of the information in this prospectus supplement
and the accompanying prospectus, including information incorporated by reference. In
particular, see "Risk Factors" beginning on page 3 of the accompanying prospectus
and S-6 of this prospectus supplement as well as "Item 3. Key Information--Risk
Factors" in ABB Ltd's most recent Annual Report on Form 20-F for a discussion of
certain factors you should consider before making a decision to invest in the notes.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate
purposes, including the funding of a portion of the purchase price of our pending
acquisition of General Electric Company's Industrial Solutions business, as described
in ABB Ltd's most recent Annual Report on Form 20-F. We will use the net proceeds
from the sale of the notes outside of Switzerland unless such use of such proceeds in
Switzerland is permitted under the Swiss taxation laws in force from time to time
without requiring payments in respect of the notes becoming subject to withholding or
deduction for Swiss withholding tax as a consequence of such use of the net proceeds
in Switzerland.

Certain Covenants
We have agreed to observe certain covenants in the indenture, including a limitation
on ABB Finance's and ABB Ltd's ability to merge, consolidate or transfer assets and
to incur secured indebtedness, subject to important exceptions described in the
accompanying prospectus under "Description of Debt Securities--Certain
Covenants."

Defeasance
The notes of each series will be subject to the defeasance and covenant defeasance
provisions in the indenture described in the accompanying prospectus under
"Description of Debt Securities--Discharge, Defeasance, and Covenant Defeasance."
S-4
Table of Contents
Further Issues
We may, without notice to, or the consent of, the holders of a series of notes,
issue additional debt securities having the same ranking, interest rate,
maturity and other terms as the notes of such series other than the price to the
public, the issue date and initial interest payment date, provided that any
additional debt securities that have the same CUSIP, ISIN, or other
identifying number of outstanding notes of the related series offered
hereunder must be fungible with such outstanding notes for U.S. federal
income tax purposes. Any such additional debt securities will be consolidated
with the notes of the related series and constitute a single series of debt
securities with such notes under the indenture. There is no limitation on the
amount of notes or other debt securities that we may issue under the
indenture.

Governing Law
State of New York.
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S-5
Table of Contents
RISK FACTORS
You should carefully consider the risk factors set forth below, as well as the other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus, including the risk factors under "Item 3. Key Information--Risk Factors" in ABB Ltd's most
recent Annual Report on Form 20-F, before making a decision to invest in the notes. These risks are not the only risks that ABB faces. Additional risks
and uncertainties not currently known to ABB or that ABB currently deems to be immaterial may also materially and adversely affect ABB's business,
financial condition, results of operations, liquidity and cash flows. Any of the following risks could materially and adversely affect ABB's business,
financial condition, results of operations, liquidity or cash flows. In such case, you may lose all or part of your original investment in the notes.
Because ABB Ltd is a holding company and conducts substantially all of its operations through subsidiaries, your right to receive payments under
the notes and the guarantee is structurally subordinated to the liabilities and any preferred equity of ABB Ltd's subsidiaries, other than ABB
Finance.
ABB Ltd is organized as a holding company and substantially all of its operations are carried out through subsidiaries. The ability of ABB Ltd to
meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies
through dividends, intercompany advances, management fees and other payments.
The notes are obligations of ABB Finance and are guaranteed exclusively by ABB Ltd. The subsidiaries of ABB Ltd are separate and distinct legal
entities and have no obligation to pay any amounts due on the guarantee or to provide ABB Ltd with funds for its payment obligations under the
guarantee. ABB Ltd's right to receive any assets of any of its subsidiaries, as an equity holder of such subsidiaries, upon their liquidation or
reorganization, and therefore the right of the holders of the notes to participate in those assets through the guarantee, will be structurally subordinated to
the claims (including trade payables) of that subsidiary's creditors and any preferred equity holders. As of December 31, 2017, ABB Ltd.'s subsidiaries,
other than ABB Finance, had $4.7 billion of third-party indebtedness. See "Capitalization."
The indenture does not restrict the ability of ABB Ltd's subsidiaries to incur additional indebtedness or other liabilities or issue preferred equity,
and those subsidiaries are likely to incur additional indebtedness in the future. Even if ABB Ltd were a creditor of any of its subsidiaries, its rights as a
creditor would be subordinate to any security interest in the assets of its subsidiaries and any indebtedness of its subsidiaries might be senior to its
rights as a creditor.
Because the notes and the guarantee are unsecured, your right to receive payments will be junior to the rights of holders of secured indebtedness.
The notes and the guarantee will be unsecured. In the event of bankruptcy, liquidation or reorganization of ABB Finance or ABB Ltd or if ABB
Finance defaults on the notes or ABB Ltd defaults on the guarantee, then, to the extent that ABB Finance or ABB Ltd has granted security over its
assets, those assets will be used to satisfy the obligations under the related secured debt before ABB Finance or ABB Ltd, as applicable, could use those
assets to make payment on the notes or the guarantee, respectively. If there are not enough assets to satisfy the obligations under the secured debt, then,
generally, the balance of the secured debt would share equally with all unsubordinated unsecured indebtedness of ABB Finance or ABB Ltd, as
applicable, including under the notes or the guarantee, as the case may be.
S-6
Table of Contents
Repayment of ABB Finance's indebtedness, including the notes, is dependent upon ABB Finance's obtaining funds from ABB Group members.
ABB Finance acts as a financial intermediary for the ABB Group, and has no assets, operations, revenues or cash flows other than those related to
the issuance, administration and repayment of the notes being offered hereby and any other securities issued by it that are guaranteed by ABB Ltd. ABB
Finance may be unable to obtain sufficient funds from other ABB Group members, such as through the collection of intercompany receivables, to
permit ABB Finance to satisfy its obligations, including the notes. Even if ABB Group members are willing to make funds available to ABB Finance,
their ability to do so would depend primarily upon their financial condition, liquidity, cash flows and results of operations. As such, prevailing economic
conditions and financial, business and other factors, many of which are beyond the control of the ABB Group, will affect ABB Finance's ability to meet
its obligations, including the notes. In the event that ABB Finance is unable to obtain sufficient funds from other ABB Group members, ABB Finance
will be unable to satisfy its obligations, including the notes, which could lead to the acceleration of such obligations and the bankruptcy and liquidation
of ABB Finance.
The indenture does not limit the amount of indebtedness that ABB Ltd and its subsidiaries (including ABB Finance) may incur.
The indenture does not limit the amount of indebtedness that ABB Ltd and its subsidiaries (including ABB Finance) may incur. ABB Ltd and its
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subsidiaries (including ABB Finance) are also permitted to incur certain secured indebtedness that would be effectively senior to the guarantee or the
notes. In addition, subsidiaries of ABB Ltd, including ABB Finance, are permitted to issue preferred equity, which together with all liabilities of those
subsidiaries, would be senior to the common equity of those subsidiaries owned by ABB Ltd, as applicable, and, accordingly, would rank effectively
senior to the notes or guarantee of the notes. The indenture does not contain any financial or other covenants that would afford the holders of the notes
any protection in the event ABB Ltd or any of its subsidiaries (including ABB Finance) participates in a highly leveraged or similar transaction or
experiences significant adverse changes in its or their financial condition, liquidity, cash flows or results of operations. In addition, the indenture does
not contain any restrictive covenants prohibiting or otherwise limiting the ability of ABB Ltd or ABB Finance to repurchase common stock, pay
dividends or make any payments on junior or other indebtedness.
There is no established trading market for the notes and one may not develop.
Each series of notes is a new issue of securities for which there is currently no existing trading market. The notes of any series will not be listed on
any securities exchange or any market. There can be no assurance that any trading market for the notes of any series will ever develop or be maintained.
Further, there can be no assurance as to the liquidity of any trading market for the notes of any series or as to your ability to sell your notes when
desired or the prices at which you may be able to sell your notes. Future trading prices of the notes of any series will depend on many factors, including
the level, direction and volatility of prevailing interest rates, the financial condition, liquidity, cash flows and results of operations of ABB Ltd, the then-
current ratings assigned to the notes and the market for similar securities.
Changes in ABB Ltd's credit rating may adversely affect your investment in the notes.
The credit ratings on the notes depend, in large part, on the existence of ABB Ltd's guarantee of the notes and its ability to fulfill its obligations
thereunder. If ABB Ltd's ability, or perceived ability, to fulfill its obligations under the guarantee was threatened, an adverse action on the credit ratings
on the notes would be expected. Actual or anticipated changes or downgrades in or withdrawals of ABB Ltd's credit ratings, including any
announcement that ABB Ltd's ratings are under further review other than
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for possible positive actions, would likely adversely affect the market value of your notes. Also, ABB Ltd's credit ratings may not reflect the potential
impact of risks related to structure, market or other factors related to the value of the notes. A credit rating is not a recommendation to buy, sell or hold
securities and may be revised or withdrawn by the rating agency at any time.
The right to receive payments under the guarantee of ABB Ltd may be adversely affected by Swiss bankruptcy laws.
ABB Ltd is incorporated under the laws of Switzerland. Accordingly, bankruptcy proceedings with respect to ABB Ltd are likely to proceed under,
and to be governed primarily by, Swiss bankruptcy law. The procedural and substantive provisions of such bankruptcy laws are, in certain cases, more
favorable to secured creditors than comparable provisions of United States law. These provisions afford debtors and unsecured creditors, including
noteholders, only limited protection from the claims of secured creditors and it may not be possible for us or other unsecured creditors to prevent or
delay the secured creditors from enforcing their security to repay the secured debt due to them under the terms pursuant to which such security was
granted.
Redemption may adversely affect your return on the notes.
ABB Finance has the option to redeem the notes of any series, in whole or in part, at any time for cash. See "Description of Notes and Guarantee--
Optional Redemption" in this prospectus supplement. In addition, if ABB Finance or ABB Ltd is required to pay additional amounts in respect of any
taxes on the notes or the guarantee of the notes of any series as described under "Description of Notes and Guarantee--Payment of Additional Amounts"
in this prospectus supplement, ABB Finance may redeem the notes of the applicable series prior to maturity, at its option, in whole but not in part, at a
redemption price equal to 100% of the principal amount plus unpaid interest accrued thereon to, but excluding, the date of redemption. Under any such
circumstances, ABB Finance may redeem such notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to
reinvest the redemption proceeds in comparable securities at effective interest rates as high as those of such notes.
Enforcement claims or court judgments against ABB Ltd must be converted into Swiss francs.
Enforcement claims or court judgments against ABB Ltd under Swiss debt collection or bankruptcy proceedings may be made only in Swiss francs
and any foreign currency amounts must accordingly be converted into Swiss francs. With respect to enforcing creditors, any such foreign currency
amounts will be converted at the exchange rate prevailing on (i) the date of instituting the enforcement proceedings (Betreibungsbegehren), (ii) the date
of the filing for the continuation of the bankruptcy procedure (Fortsetzungsbegehren) or (iii) the date on which any amounts claimed first became due
and payable (Verfallzeit), whichever date is more favorable for the creditors. With respect to non-enforcing creditors, foreign currency amounts will be
converted at the exchange rate prevailing at the time of the adjudication of bankruptcy (Konkurseröffnung).
General market conditions and other factors could adversely affect market prices for the notes.
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Market prices for the notes can be expected to vary with changes in market and economic conditions, including prevailing interest rates and the
market for similar securities, our financial condition, results of operations, liquidity, cash flows and prospects and other factors that generally influence
the market prices of securities. As a result, each series of notes could trade at prices that may be lower than the initial offering price for such notes.
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The notes may be issued with OID for U.S. federal income tax purposes.
The notes may be issued with OID for U.S. federal income tax purposes. Subject to a statutorily defined de minimis exception, if the notes are
treated as issued with OID, a holder subject to U.S. federal income taxation would be required to include the OID in gross income as ordinary income
for U.S. federal income tax purposes as the OID accrues on a constant yield basis, in advance of the receipt of cash payments that correspond to that
income and regardless of whether such holder is a cash or accrual method taxpayer. See "Taxation--Material U.S. Federal Income Tax Considerations."
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USE OF PROCEEDS
We estimate that the net proceeds (after deducting the underwriting discount and estimated net offering expenses) from the sale of the notes will be
$1,493 million. We intend to use the net proceeds for general corporate purposes, including the funding of a portion of the purchase price of our
pending acquisition of General Electric Company's Industrial Solutions business, as described in ABB Ltd's most recent Annual Report on Form 20-F.
We will use the proceeds from the sale of the notes outside of Switzerland unless use in Switzerland is permitted under the Swiss taxation laws in
force from time to time without payments in respect of the notes becoming subject to withholding or deduction for Swiss withholding tax as a
consequence of such use of the proceeds in Switzerland.
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CAPITALIZATION
The following table sets forth our consolidated cash and equivalents, marketable securities and short-term investments and capitalization and the
debt of ABB Finance, in each case as of December 31, 2017 on (i) an historical basis and (ii) an as adjusted basis after giving effect to this offering and
the use of proceeds therefrom. Certain of the information in this table is unaudited and should be read in conjunction with ABB's consolidated financial
statements and the notes thereto contained in ABB Ltd's Annual Report on Form 20-F, as filed with the SEC on February 23, 2018 and incorporated by
reference herein.

As of December 31, 2017

($ in millions)

Historical

As Adjusted

(Audited)

(Unaudited)

ABB Group

Cash and equivalents(1)

4,526
6,019
Marketable securities and short-term investments

1,102
1,102
?
?
?
?
?
?
?
?
Total cash and equivalents, marketable securities and short-term investments
$
5,628 $
7,121
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
ABB Group

Multicurrency revolving credit facility(2)

--
--
1.50% CHF Bonds, due 2018

358
358
2.625% EUR Instruments, due 2019

1,493
1,493
4.0% USD Notes, due 2021

644
644
2.25% CHF Bonds, due 2021

378
378
5.625% USD Notes, due 2021

270
270
2.875% USD Notes, due 2022

1,256
1,256
0.625% EUR Notes, due 2023

834
834
0.75% EUR Notes, due 2024

889
889
4.375% USD Notes, due 2042

723
723
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