Obligation ABB 0% ( XS1979288328 ) en EUR

ABB

100 % ▼

Suisse

XS1979288328 ( en EUR )

12/10/2020 - Obligation échue

Prospectus brochure de l'obligation ABB XS1979288328 en EUR 0%, échue

100 000 EUR

1 000 000 000 EUR

ABB est une société multinationale suisse de technologie qui opère dans les domaines de l'électrification, des automatismes industriels et des technologies numériques.

L'Obligation émise par ABB ( Suisse ) , en EUR, avec le code ISIN XS1979288328, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 12/10/2020

INFORMATION MEMORANDUM

ABB FINANCE B.V.
(incorporated with limited liability in The Netherlands and having its corporate seat in Rotterdam)

ABB FINANCE (USA) INC.
(incorporated with limited liability in the state of Delaware)

PROGRAMME FOR THE
ISSUANCE OF UP TO U.S.$8,000,000,000 DEBT INSTRUMENTS
Guaranteed by
ABB LTD
(incorporated with limited liability in Switzerland)

Under the programme for the issuance of debt instruments (the "Programme"), ABB Finance B.V. ("ABB Netherlands") and ABB Finance (USA) Inc.
("ABB USA", and, together with ABB Netherlands, the "Issuers"), subject to compliance with all relevant laws, regulations and directives, may from
time to time issue instruments (the "Instruments") which benefit from a Guarantee ("Guarantee") entered into by ABB Ltd ("ABB Ltd" or the
"Guarantor") effective as of April 1, 2019. The text of the Guarantee is reproduced in full in Schedule 1 of this Information Memorandum.
Application has been made to the Luxembourg Stock Exchange, in its capacity as market operator of the Euro MTF market (the "Euro MTF Market")
under the Luxembourg law on prospectuses for securities dated July 10, 2005 (the "Prospectus Act 2005") for the Instruments issued under the
Programme during the period of twelve months from the date of this Information Memorandum to be admitted to trading on the Euro MTF Market and
admitted to listing on the Official List of the Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for the purposes of Directive
2014/65/EU on markets in financial instruments (as amended, "MiFID II"). This Information Memorandum is a prospectus for the purposes of the
Prospectus Act 2005 and for the purposes of the admission to trading of the Instruments on the Euro MTF Market in accordance with the rules and
regulations of the Luxembourg Stock Exchange. This document does not constitute a prospectus for the purposes of Article 3 of Directive 2003/71/EC
(as amended or superseded, the "Prospectus Directive").
Application has been made to SIX Swiss Exchange Ltd ("SIX Swiss Exchange") for the Programme to be approved as an "issuance programme" for the
listing and trading of bonds in accordance with the listing rules of SIX Swiss Exchange. Application may be made to list Instruments issued under the
Programme on SIX Swiss Exchange during the period of twelve months after the date of approval by SIX Swiss Exchange of this Information
Memorandum as an "issuance programme" for the listing of bonds. Instruments may also be issued under the Programme which will not be listed on any
exchange.
The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and may not be
offered, sold or delivered in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S of the Securities Act) except in certain
transactions exempt from the registration requirements of the Securities Act.
This Information Memorandum replaces the Information Memorandum dated March 1, 2018 in respect of the Programme.
Investing in Instruments issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuers and the
Guarantor to fulfil their obligations under the Instruments issued under the Programme are discussed under "Risk Factors" below.

ARRANGER FOR THE PROGRAMME
BNP PARIBAS
DEALERS
BARCLAYS
BOFA MERRILL LYNCH
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
ING
J.P. MORGAN
MORGAN STANLEY
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT
UBS INVESTMENT BANK
BANKING
UNICREDIT BANK
April 1, 2019

CONTENTS

Page
IMPORTANT NOTICE ............................................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 4
SUMMARY OF THE PROGRAMME ........................................................................................................ 5
RISK FACTORS ........................................................................................................................................ 10
FINAL TERMS AND DRAWDOWN INFORMATION MEMORANDUMS ......................................... 28
FORMS OF THE INSTRUMENTS ........................................................................................................... 29
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 36
FORM OF FINAL TERMS ........................................................................................................................ 66
SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILE IN GLOBAL FORM 78
GOVERNING LAW AND PLACE OF JURISDICTION ......................................................................... 80
USE OF PROCEEDS ................................................................................................................................. 81
RELATIONSHIP WITH ABB LTD .......................................................................................................... 82
DESCRIPTION OF ABB LTD AND THE ABB GROUP ........................................................................ 83
SELECTED CONSOLIDATED FINANCIAL DATA OF THE ABB GROUP ....................................... 91
DESCRIPTION OF ABB FINANCE B.V. ................................................................................................ 93
DESCRIPTION OF ABB FINANCE (USA) INC. .................................................................................. 114
SUBSCRIPTION AND SALE ................................................................................................................. 127
TAXATION ............................................................................................................................................. 131
GENERAL INFORMATION .................................................................................................................. 139
SCHEDULE 1 GUARANTEE ................................................................................................................. 142
INDEX OF DEFINED TERMS ............................................................................................................... 146

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IMPORTANT NOTICE
Each of ABB Netherlands, ABB USA and ABB Ltd accepts responsibility for the information contained in
this Information Memorandum.
ABB Netherlands declares that, having taken all reasonable care to ensure that such is the case, the
information contained herein relating to ABB Netherlands and the Instruments, for which it is a relevant
Issuer (as defined below) is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import.
ABB USA declares that, having taken all reasonable care to ensure that such is the case, the information
contained herein relating to ABB USA and the Instruments, for which it is a relevant Issuer, is, to the best
of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
ABB Ltd declares that, having taken all reasonable care to ensure that such is the case, the information
contained herein relating to ABB Ltd, its consolidated subsidiaries, including each of ABB Netherlands
and ABB USA (together, the "ABB Group", "ABB" or the "Group") and the Guarantee is, to the best of
its knowledge, in accordance with the facts and contains no omission likely to affect its import. In this
Information Memorandum, references to "the ABB Group", "ABB", "we", "our" and "us" refer to ABB
Ltd and its consolidated subsidiaries, including the Issuers, unless the context otherwise requires.
In this Information Memorandum, references to the "Issuer" are to either ABB Netherlands or ABB USA,
as the case may be and references to the "Issuers" are to both of them. All references to the "relevant
Issuer" shall be references to the Issuer which is the issuer or proposed issuer of such Instruments as
specified in the relevant Final Terms (as defined herein).
Each Tranche (as defined herein) of Instruments will be issued on the terms set out herein under "Terms
and Conditions of the Instruments" (the "Conditions") as amended and/or supplemented by a document
specific to such Tranche called final terms (the "Final Terms") or in a separate information memorandum
specific to such Tranche (the "Drawdown Information Memorandum") as described under "Final Terms
and Drawdown Information Memorandum" below. In the case of a Tranche of Instruments which is the
subject of a Drawdown Information Memorandum, each reference in this Information Memorandum to
information being specified or identified in the relevant final terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Information
Memorandum unless the context requires otherwise. This Information Memorandum must be read and
construed together with any amendments or supplements hereto and with the information incorporated by
reference herein and, in relation to any Tranche of Instruments which is the subject of Final Terms, must
be read and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation regarding ABB
Netherlands, ABB USA, the Guarantor or the ABB Group or the Instruments other than as contained in or
extracted from or incorporated by reference in this Information Memorandum, the Dealership Agreement,
the Fiscal Agency Agreement, the Deeds of Covenant (each as defined herein), the Guarantee or any Final
Terms or in any public information or as approved in writing for such purpose by the relevant Issuer and
the Guarantor and, if given or made, any such representation or information should not be relied upon as
having been authorised by the relevant Issuer, the Guarantor or any member of the ABB Group or the
Dealers or any of them.
None of the Dealers has separately verified the information contained in this Information Memorandum.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty, as to the
accuracy or completeness of the information contained herein. The Dealers assume no responsibility for
this Information Memorandum.
Neither the delivery of this Information Memorandum or any Final Terms nor the offering, sale or delivery
of any Instruments shall, in any circumstances, create any implication that the information contained in this
Information Memorandum is true subsequent to the date hereof or the date upon which this Information
Memorandum has been most recently amended or supplemented or that there has been no adverse change,
or any event reasonably likely to involve any adverse change, in the prospects or financial or trading
position of ABB Netherlands, ABB USA, the Guarantor or the ABB Group since the date hereof or the date
upon which this document has been most recently amended or supplemented or that any other information

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supplied in connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
This Information Memorandum may be used in connection with the listing and admission to trading of not
more than U.S.$8,000,000,000 in aggregate principal amount of Instruments outstanding at any time (or
the equivalent in any other currency at the date of the agreement for the issue of such Instruments). This
Information Memorandum may only be used for the purpose for which it has been published. This document
must be read in conjunction with all documents incorporated by reference in and forming part of this
Information Memorandum (see under "Documents Incorporated by Reference") and shall be construed
accordingly.
The distribution of this Information Memorandum and any Final Terms and the offering, sale and
delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose
possession this Information Memorandum or any Final Terms comes are required by the relevant
Issuer, the Guarantor and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and
on the distribution of this Information Memorandum or any Final Terms and other offering material
relating to the Instruments, see "Subscription and Sale". In particular, Instruments have not been
and will not be registered under the Securities Act and may include Instruments in bearer form
which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments may not
be offered, sold or, in the case of Instruments in bearer form, delivered within the United States or
to U.S. persons. In addition, ABB USA may only issue Instruments in registered form, except in the
case of SIS Instruments (as defined below) in which case such Instruments shall be issued under
procedures which result in the issuance of such Instruments as being in registered form for US tax
purposes. This Information Memorandum and any Final Terms may not be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or solicitation.
This Information Memorandum and any Final Terms do not constitute an offer or an invitation to subscribe
for or purchase any Instruments and should not be considered as a recommendation by either of the Issuers,
the Guarantor or any Dealer that any recipient of this Information Memorandum or any Final Terms should
subscribe for or purchase any Instruments. Each recipient shall be taken to have made its own investigation
and appraisal of the condition (financial or otherwise) of ABB Netherlands, ABB USA and the Guarantor.
In this Information Memorandum, all references to "Euro", "euro" and "" are to the currency introduced
at the start of the third stage of European economic and monetary union, and as defined in Article 2 of
Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, all
references to "dollars", "U.S. dollars", "$", "USD" and "U.S.$" are to the lawful currency of the United
States of America, all references to "Swiss Francs", "CHF" and "SFr" are to the lawful currency of
Switzerland, all references to "£", "Pounds Sterling" and "GBP" are to the lawful currency of the United
Kingdom and references to a "Member State" are references to a Member State of the European Economic
Area or European Union, as applicable.
Certain figures included in this Information Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  If the Final Terms in respect of any
Instruments includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET The Final Terms in respect of any
Instruments will include a legend entitled "MiFID II Product Governance" which will outline the target

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market assessment in respect of the Instruments and which channels for distribution of the Instruments are
appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Instruments (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
BENCHMARKS REGULATION Interest and/or other amounts payable under the Instruments may be
calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for
the purposes of Regulation (EU) No 2016/1011 (the "Benchmarks Regulation"). If any such reference
rate does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is
provided by an administrator included in the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 (Register
of administrators and benchmarks) of the Benchmarks Regulation. Transitional provisions in the
Benchmarks Regulation may have the result that the administrator of a particular benchmark is not required
to appear in the register of administrators and benchmarks at the date of the Final Terms. The registration
status of any administrator under the Benchmarks Regulation is a matter of public record and, save where
required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the
registration status of the administrator.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289 OF SINGAPORE) The applicable Final Terms in respect of any
Instruments may include a legend entitled "Singapore Securities and Futures Act Product Classification"
which will state the product classification of the Instruments pursuant to section 309B(1) of the Securities
and Futures Act (Chapter 289 of Singapore) (the "SFA"). The Issuer will make a determination in relation
to each issue about the classification of the Instruments being offered for purposes of section 309B(1)(a).
Any such legend included on the applicable Final Terms will constitute notice to "relevant persons" for
purposes of section 309B(1)(c) of the SFA.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS UNDER THE
PROGRAMME, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S))
IN THE APPLICABLE FINAL TERMS IN RELATION TO THE RELEVANT INSTRUMENTS
MAY OVER-ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT
NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE RELEVANT INSTRUMENTS IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE
OF THE RELEVANT TRANCHE INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE RELEVANT TRANCHE OF INSTRUMENTS. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:
(i)
the audited consolidated balance sheets of ABB Ltd and its subsidiaries (the "Group") as of
December 31, 2018 and 2017, and the related consolidated income statement, statements of
comprehensive income, cash flows and changes in stockholders' equity for each of the three years
in the period ended December 31, 2018, and the related notes (including the auditors' reports
thereon) as set out on pages 132 to 215 of the ABB Group Annual Report 2018. The Group's
consolidated financial statements as of and for the year ended December 31, 2018, were audited
by KPMG AG. The Group's consolidated financial statements as of December 31, 2017, and for
each of the years ended December 31, 2017 and 2016, were audited by Ernst & Young AG;
(ii)
the audited statutory financial statements of ABB Ltd, which comprise the balance sheet, income
statement, cash flow statement and notes, for the year ended December 31, 2018 included in the
ABB Group Annual Report for 2018; and
(iii)
the Annual Report on Form 20-F of ABB Ltd for the year ended December 31, 2018 filed by ABB
Ltd to the U.S. Securities and Exchange Commission (the "SEC") which can be accessed via the
internet at http://www.sec.gov/edgar.shtml or http://new.abb.com/media/group-reports.
The following table sets out the relevant page numbers of some of the financial information in the audited
consolidated financial statements of ABB Ltd in respect of the financial years ended December 31, 2018
and December 31, 2017.
Consolidated Financial Statements
of 2018 and 2017 (as set out in the

ABB Group Annual Report 2018)
Consolidated Income Statements.......................................................................................
143
Consolidated Balance Sheets .............................................................................................
145
Consolidated Statements of Cash Flows ............................................................................
146
Report of the Statutory Auditor on the Audit of the Consolidated Financial Statements

(2018) ............................................................................................................................
134
Report of the Independent Registered Public Accounting Firm (2017) .............................
142
Notes to the Consolidated Financial Statements including significant accounting policies
150-215

The following table sets out the relevant page numbers of some of the financial information in the audited
statutory financial statements of ABB Ltd in respect of the financial year ended December 31, 2018.
Statutory Financial Statements
of 2018 (as set out in the ABB Group

Annual Report 2018)
Income Statement ..............................................................................................................
221
Balance Sheet ....................................................................................................................
221
Report of the Statutory Auditor on the Statutory Financial Statements .............................
233
Notes to the Statutory Financial Statements ......................................................................
223-231

The Guarantor will, at the specified offices of the Fiscal Agent and the Swiss Paying Agent, provide, free
of charge, upon the oral or written request therefor, a copy of this Information Memorandum, and
supplements or amendments to the Information Memorandum and any or all of the documents incorporated
by reference herein and therein. Written or oral requests for such documents should be directed to the
specified office of any Paying Agent. The reports filed by ABB Ltd with the SEC may also be inspected
and copied at prescribed rates at the SEC's public reference room at 450 Fifth Street N.W., Washington,
D.C. 20549 or accessed via the internet at http://www.sec.gov. Documents incorporated by reference will
also be published on the ABB website at http://new.abb.com/media/group-reports. Any information
contained in any of the documents specified above which is not incorporated by reference in this
Information Memorandum is either not relevant to investors or is covered elsewhere in this Information
Memorandum.

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SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read, in relation to any Instruments, in conjunction
with the relevant Final Terms and, to the extent applicable, the Terms and Conditions of the Instruments
set out on pages 36 to 65 hereof. Words and expressions defined in the "Terms and Conditions of the
Instruments" below or elsewhere in this Information Memorandum have the same meanings in this
summary.
"Issuers":
ABB Finance B.V.
ABB Finance (USA) Inc.
"Guarantor":
ABB Ltd.
"Guarantee":
Holders of the Instruments issued under the Programme have the
benefit of a Guarantee entered into by ABB Ltd effective as of April
1, 2019.
"Status of Instruments":
The Instruments will constitute (subject to Condition 4.01 (Negative
Pledge)) unsecured and unsubordinated obligations of the relevant
Issuer and will at all times rank pari passu in right of payment and
without any preference among themselves.
"Status of Guarantee":
The guarantee of the Instruments will constitute direct, unsecured and
unsubordinated obligations of the Guarantor and will at all times rank
pari passu with all other present and future direct, unsecured and
unsubordinated obligations of the Guarantor, save for such obligations
as may be mandatorily preferred by law.
"Risk Factors":
Investing in Instruments under the Programme involves certain risks.
The principal risk factors that may affect the ability of the relevant
Issuer and the Guarantor to fulfil their obligations under the
Instruments issued under the Programme are discussed under "Risk
Factors" below.
"Arranger":
BNP Paribas
"Dealers":
Barclays Bank Ireland PLC
Barclays Bank PLC

BNP Paribas
BofA Securities Europe SA

Citigroup Global Markets Europe AG
Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG, London Branch

Goldman Sachs International

HSBC Bank plc

ING Bank N.V.
J.P. Morgan Securities plc

Merrill Lynch International

Morgan Stanley & Co. International plc

Société Générale

UBS Limited
UniCredit Bank AG

and any other dealer appointed from time to time by the relevant Issuer
and the Guarantor. Each of the Issuers may be appointed as a Dealer
in respect of a particular Tranche (as defined below) of Instruments.
"Fiscal Agent":
BNP Paribas Securities Services, Luxembourg Branch.

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"Luxembourg Listing
BNP Paribas Securities Services, Luxembourg Branch.
Agent":
"Swiss Listing Agent":
The recognised representative according to article 43 of the listing
rules of SIX Swiss Exchange as specified in the relevant Final Terms.
"Swiss Paying Agent":
BNP Paribas Securities Services, Paris, Succursale de Zurich or any
other Swiss paying agent named in any Final Terms

"Programme Amount":
The aggregate principal amount of Instruments which may be issued
under the Programme is U.S.$8,000,000,000 ("Programme Limit")
(or, in any case, its approximate equivalent in any other currency at
the date of the agreement to issue any Tranche of Instruments), as
outstanding at any time. The Programme Limit may be increased from
time to time, subject to compliance with the relevant provisions of the
Dealership Agreement as defined under "Subscription and Sale".
"Final Terms" or "Drawdown Instruments issued under the Programme may be issued either (1)
Information Memorandum":
pursuant to this Information Memorandum and associated Final Terms
or (2) pursuant to a Drawdown Information Memorandum. The terms
and conditions applicable to any particular Tranche of Instruments
will be the Conditions as supplemented, amended and/or replaced to
the extent described in the relevant Final Terms or, as the case may be
the relevant Drawdown Information Memorandum.
"Issuance in Series":
Instruments will be issued in series (each a "Series"). Each Series may
comprise one or more tranches ("Tranches" and each a "Tranche")
issued on different issue dates. The Instruments of each Series will all
be subject to identical terms, whether as to currency, interest, maturity
or otherwise, or terms which are identical except that the issue date,
the first payment of interest and/or the denomination thereof may be
different and save that a Series may comprise Instruments in bearer
form and Instruments in registered form. The Instruments of each
Tranche will all be subject to identical terms in all respects save that a
Tranche may comprise Instruments in bearer form and Instruments in
registered form.
"Form of Instruments":
Instruments issued by ABB Netherlands may be issued in bearer form
or in registered form.

Instruments issued by ABB USA may only be issued in registered
form, except in the case of SIS Instruments (as defined below) in
which case such Instruments shall be issued under procedures which
result in the issuance of such Instruments as being in registered form
for US tax purposes.

Each Tranche of Bearer Instruments will initially be in the form of
either a Temporary Global Instrument or a Permanent Global
Instrument, in each case as specified in the relevant Final Terms. Each
global Instrument which is not intended to be issued in new global
note form (a "Classic Global Note" or "CGN"), as specified in the
relevant Final Terms, will be deposited on or around the relevant issue
date with a depositary or a common depositary for Euroclear Bank
SA/NV
("Euroclear")
and/or
Clearstream
Banking,
S.A.,
Luxembourg ("Clearstream, Luxembourg") and/or any other
relevant clearing system and each global Instrument which is intended
to be issued in new global note form (a "New Global Note" or
"NGN"), as specified in the relevant Final Terms, will be deposited
on or around the relevant issue date with a common safekeeper for
Euroclear and/or Clearstream, Luxembourg. Such Temporary Global
Instrument will be exchangeable for a Permanent Global Instrument,

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or, if so specified in the relevant Final Terms, for Definitive
Instruments. If the TEFRA D Rules are specified in the relevant Final
Terms as applicable, certification as to non-U.S. beneficial ownership
will be a condition precedent to any exchange of an interest in a
Temporary Global Instrument or receipt of any payment of interest in
respect of a Temporary Global Instrument. Each Permanent Global
Instrument will be exchangeable for Definitive Instruments in
accordance with its terms. Definitive Instruments will, if interest
bearing, have Coupons attached and, if appropriate, a Talon for further
Coupons.

Each Tranche of Registered Instruments will be in the form of either
Individual Certificates or a global Instrument in registered form, in
each case as specified in the relevant Final Terms.

Each Tranche of Instruments represented by a Global Registered
Instrument will either be: (a) in the case of an Instrument which is not
to be held under the new safekeeping structure ("New Safekeeping
Structure" or "NSS"), registered in the name of a common depositary
(or its nominee) for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and the relevant Global
Registered Instrument will be deposited on or about the issue date with
the common depositary; or (b) in the case of an Instrument to be held
under the New Safekeeping Structure, be registered in the name of a
common safekeeper (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and the relevant Global Registered
Instrument will be deposited on or about the issue date with the
common safekeeper for Euroclear and/or Clearstream, Luxembourg.
Each Global Registered Instrument will be exchangeable for
Individual Certificates in accordance with its terms.

Instruments that are intended to be deposited with SIX SIS Ltd ("SIX
SIS") in Olten, Switzerland ("SIS Instruments") will be represented
exclusively by a Permanent Global Instrument (without coupons
attached) which shall be deposited with SIX SIS as part of an
arrangement that results in the issuance of a debt obligation in
registered form for US tax purposes. Neither the relevant Issuer nor
any Holder of SIS Instruments will at any time have the right to effect
or demand the conversion of the Permanent Global Instrument
representing such SIS Instruments into, or the delivery of, Instruments
in definitive or uncertificated form. If the Swiss Paying Agent deems
(i) the printing of Definitive Instruments and/or Coupons to be
necessary or useful or (ii) the presentation of Definitive Instruments
and Coupons to be required by Swiss or foreign laws in connection
with the enforcement of the rights of the holders, the Swiss Paying
Agent will provide for such printing provided, however, that in the
case of Instruments issued by ABB USA, Definitive Instruments may
be issued only in registered form. The relevant Issuer has irrevocably
authorised the Swiss Paying Agent to provide for such printing on its
behalf. The Definitive Instruments will be printed and issued to the
holders free of charge in exchange for their interests in the respective
global instrument.
"Currencies":
Instruments may be denominated in any currency or currencies,
subject to compliance with all applicable legal or regulatory
requirements. Payments in respect of Instruments may, subject to
compliance as aforesaid, be made in and/or linked to, any currency or
currencies other than the currency in which such Instruments are
denominated in accordance with the relevant Final Terms.

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"Negative Pledge":
The Instruments will have the benefit of a negative pledge, as more
fully described in "Terms and Conditions of the Instruments--
Negative Pledge".
"Cross Default":
The Instruments will have the benefit of a cross default provision, as
more fully described in "Terms and Conditions of the Instruments--
Events of Default--Cross Default".
"Issue Price":
Instruments may be issued at any price whether at par or at a discount
or premium to par, and either on a fully or partly paid basis, as
specified in the relevant Final Terms. The price and amount of
Instruments to be issued under the Programme will be determined by
the relevant Issuer, the Guarantor and the relevant Dealer(s) at the time
of issue in accordance with prevailing market conditions.
"Maturities":
Any maturity, subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory requirements.

Any Instruments which have a maturity of less than one year from
their Issue Date and in respect of which (i) the issue proceeds are
received by the relevant Issuer in the United Kingdom or (ii) the
activity of issuing the Instruments is carried on from an establishment
maintained by the relevant Issuer in the United Kingdom must (a)
have a minimum redemption value of £100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their
businesses; or who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the
purposes of their businesses or (b) be issued in other circumstances
which do not constitute a contravention of Section 19 of the Financial
Services and Markets Act 2000 (the "FSMA") by the relevant Issuer.
"Redemption":
Instruments may be redeemable at par or at such other Redemption
Amount (detailed in a formula or otherwise) as may be specified in
the relevant Final Terms.
"Early Redemption":
Early redemption will be permitted for taxation reasons as mentioned
in "Terms and Conditions of the Instruments--Redemption and
Purchase--Early Redemption for Taxation Reasons", and will
otherwise be permitted only to the extent specified in the relevant
Final Terms.
"Interest":
Instruments may be interest bearing or non-interest bearing.
"Denominations":
No Instruments may be issued under the Programme which have a
minimum denomination of less than Euro 100,000 (or its equivalent
in other currencies). Subject thereto, Instruments will be issued in such
denominations as may be specified in the relevant Final Terms,
subject to compliance with all applicable legal and/or regulatory
requirements as of the date of issuance.
"Taxation":
The relevant Issuer and the Guarantor will make payments without
withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of their jurisdictions of
incorporation or any political subdivision thereof or any authority
therein or thereof having power to tax (collectively, "Taxes"), unless
the withholding or deduction of the Taxes is required by law. In that
event, subject to certain exceptions and limitations, the relevant Issuer
or (as the case may be) the Guarantor will pay such additional amounts

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