Obligation ABB 2.875% ( US00037BAB80 ) en USD

ABB

103.15 % ⇌

Suisse

US00037BAB80 ( en USD )

2.875% par an ( paiement semestriel )

07/05/2022 - Obligation échue

Prospectus brochure de l'obligation ABB US00037BAB80 en USD 2.875%, échue

2 000 USD

1 250 000 000 USD

00037BAB8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par ABB ( Suisse ) , en USD, avec le code ISIN US00037BAB80, paye un coupon de 2.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/05/2022

L'Obligation émise par ABB ( Suisse ) , en USD, avec le code ISIN US00037BAB80, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par ABB ( Suisse ) , en USD, avec le code ISIN US00037BAB80, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1091587/000104746912005445...
424B5 1 a2209373z424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-180922
and 333-180922-01
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE

Amount
Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
to be
Offering Price
Aggregate
Amount of
to be Registered

Registered

Per Unit

Offering Price(1)

Registration Fee(2)

1.625% Notes due 2017

$500,000,000

--

$500,000,000

$57,300

2.875% Notes due 2022

$1,250,000,000

--

$1,250,000,000

$143,250

4.375% Notes due 2042

$750,000,000

--

$750,000,000

$85,950

Guarantee by ABB Ltd of Debt Securities of
ABB Finance (USA) Inc. listed above

(3)

--

(3)

$0(3)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Includes $171,900 previously paid.
(3)
No separate consideration will be received for the guarantee of the debt securities. Pursuant to Rule 457(n) under the Securities Act, no separate fee for the guarantee
is payable.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated April 25, 2012)
$500,000,000 1.625% Notes due 2017
$1,250,000,000 2.875% Notes due 2022
$750,000,000 4.375% Notes due 2042
Guaranteed as to the Payment of Principal, Premium, if any, and Interest by
ABB Finance (USA) Inc. ("ABB Finance") is offering three new series of notes consisting of $500,000,000 aggregate principal
amount of 1.625% notes due 2017 (the "2017 notes"), $1,250,000,000 aggregate principal amount of 2.875% notes due 2022 (the "2022
notes") and $750,000,000 aggregate principal amount of 4.375% notes due 2042 (the "2042 notes," and collectively with the 2017 notes
and the 2022 notes, the "notes"). ABB Finance will pay interest on each series of the notes on May 8 and November 8 of each year,
beginning on November 8, 2012. The 2017 notes will mature on May 8, 2017, the 2022 notes will mature on May 8, 2022 and the 2042
notes will mature on May 8, 2042, 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 any series, in whole or in part, at any time, for cash, at the greater of (1) 100% of their
principal amount and (2) the Make Whole Amount described herein, plus, in each case, unpaid interest accrued to, but excluding, the
redemption date. ABB Finance may also redeem the notes of any series, in whole but not in part, at any time, for cash, at 100% of their
principal amount plus unpaid interest accrued to, but excluding, the redemption date upon the occurrence of certain tax events described in
this prospectus supplement.
See "Risk Factors" beginning on page 2 of the accompanying prospectus and S-5 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.

Per 2017 Note Per 2022 Note Per 2042 Note
Total

Public offering price(1)

99.300%
97.833%
96.865%
$ 2,445,900,000
Underwriting
discount

0.350%
0.450%
0.875%
$
13,937,500
Proceeds, before
expenses, to ABB
Finance(1)

98.950%
97.383%
95.990%
$ 2,431,962,500
(1)
Plus interest accrued from and including May 8, 2012 if settlement occurs after that date.
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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, société anonyme, against payment in New York, New York, on
or about May 8, 2012.
Joint Book-Running Managers
BofA Merrill Lynch

Goldman, Sachs & Co.

Morgan Stanley
Barclays

BNP PARIBAS
Citigroup
Credit Suisse
HSBC

J.P. Morgan
NORDEA UBS Investment Bank
Co-Managers
SEB

Handelsbanken Capital Markets
SOCIETE GENERALE
Credit Agricole CIB

RBS
The date of this prospectus supplement is May 3, 2012.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

S-v
SUMMARY

S-1
THE OFFERING

S-2
RISK FACTORS

S-5
USE OF PROCEEDS

S-8
CAPITALIZATION

S-9
RATIO OF EARNINGS TO FIXED CHARGES
S-10
DESCRIPTION OF NOTES AND GUARANTEE
S-11
CLEARANCE AND SETTLEMENT
S-18
TAXATION
S-19
UNDERWRITING
S-26
LEGAL MATTERS
S-31
EXPERTS
S-31
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

i
ABB FINANCE (USA) INC.

1
ABB LTD

1
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

1
RISK FACTORS

2
USE OF PROCEEDS

2
FORWARD-LOOKING STATEMENTS

2
RATIO OF EARNINGS TO FIXED CHARGES

3
DESCRIPTION OF DEBT SECURITIES

4
LEGAL OWNERSHIP

20
CLEARANCE AND SETTLEMENT

23
TAX CONSIDERATIONS

27
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PLAN OF DISTRIBUTION

28
LEGAL MATTERS

29
EXPERTS

29
WHERE YOU CAN FIND MORE INFORMATION

29
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

29
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We 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 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 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.
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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, 2011, as filed with the SEC on March 15, 2012;
·
ABB Ltd's Report on Form 6-K, as filed with or furnished to the SEC on April 26, 2012 and May 3, 2012; 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 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.
501 Merritt 7
Norwalk, Connecticut 06851
Telephone: (203) 750-2326
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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, 2011, which is incorporated
in this prospectus supplement and the accompanying prospectus by reference (and in any of our subsequent reports on Form 6-K that are so
incorporated).
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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" refer
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
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 c/o ABB
Holdings Inc. 501 Merritt 7, Norwalk, CT 06851, and its telephone number is (203) 750-2326.
ABB LTD
ABB Ltd is the parent company of the ABB Group, which is a global leader in power and automation technologies aimed at
improving performance and lowering the environmental impact for 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 power businesses focus on power transmission, distribution and power-plant automation and serve electric, gas and
water utilities, as well as industrial and commercial customers. Our automation businesses serve a full range of industries with
measurement, control, protection and process optimization applications.
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
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THE OFFERING
Please refer to "Description of Notes and Guarantee" beginning on page S-11 of this prospectus supplement and "Description
of Debt Securities" beginning on page 4 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
$500,000,000 aggregate principal amount of 1.625% notes due 2017, $1,250,000,000 aggregate
principal amount of 2.875% notes due 2022 and $750,000,000 aggregate principal amount of 4.375%
notes due 2042.

Maturity
The 2017 notes will mature on May 8, 2017, the 2022 notes will mature on May 8, 2022 and the 2042
notes will mature on May 8, 2042, in each case, unless redeemed by ABB Finance prior to such date.

Interest Rate
The 2017 notes will bear interest at a rate of 1.625% per annum, the 2022 notes will bear interest at a
rate of 2.875% per annum and the 2042 notes will bear interest at a rate of 4.375% per annum.

Interest Payment Dates
Every May 8 and November 8, commencing on November 8, 2012.

Optional Make-Whole
ABB Finance has the option to redeem the notes of any series, in whole or in part, at any time for cash
Redemption
See "Description of Notes and Guarantee--Optional Redemption" in this prospectus supplement. Upon
redemption, ABB Finance will pay 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.

Additional Amounts
ABB Finance and ABB Ltd may be required to pay additional amounts in connection with certain
required withholdings or deductions for taxes imposed by the United States or Switzerland,
respectively, 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
of any series or the guarantee thereof, ABB Finance may redeem the notes of the applicable series prio
to maturity, at its option, in whole but not in part, at a redemption price equal to 100% of their principa
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.

S-2
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