Exchange offer for bonds

ABB Ltd
01 December 2004



ABB exchange offer for 2008 Euro and 2009 Sterling bonds



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, ITALY
AND SPAIN





New Euro-denominated bonds mature in 2012



Zurich, Switzerland, December 1, 2004 - ABB, the leading power and automation
technology group, said today it is offering to exchange two of its bonds
maturing in 2008 and 2009 for a new fixed-rate Euro-denominated bond maturing in
2012.



The offer is for any or all outstanding Euro 500 million 9.5-percent bonds, due
in 2008, and £200 million 10-percent bonds, due in 2009. Both were issued by ABB
International Finance Limited. The exchange offer period starts on December 2,
2004 and ends on December 14, 2004.



'This transaction will allow us to further lengthen our debt maturity profile
while maintaining our target to reduce gross debt to $4 billion by the end of
2005,' said Fred Kindle, ABB CEO-designate.



The company has also amended the terms of its $1-billion credit facility, giving
ABB greater flexibility and a reduction in related financing costs.



Bondholders who participate in the exchange will receive the new
Euro-denominated bonds (based on the exchange ratio described on the next page),
a cash consideration based on the difference in value on the pricing date
(December 15, 2004) between the bonds that are being tendered and the new 2012
bonds, plus accrued interest on the bonds up to the settlement date (December
20, 2004).



The company will hold a conference call on Friday, December 3, 2004 at 11.00
a.m. Central European Time (CET). Dial-in details are available on the
transaction website at www.ABBbondexchange.com



The dealer managers for the transaction are Barclays Capital, Citigroup and
Credit Suisse First Boston. The co-dealer managers are HSBC and Skandinaviska
Enskilda Banken AB (SEB).



The company will hold a conference call on Friday, December 3, 2004 at 11.00
a.m. Central European Time (CET). Dial-in details are available on the
transaction website at www.ABBbondexchange.com



The dealer managers for the transaction are Barclays Capital, Citigroup and
Credit Suisse First Boston. The co-dealer managers are HSBC and Skandinaviska
Enskilda Banken AB (SEB).

Exchange ratio

Holders of 2008 bonds are invited to tender them in exchange for 2012 bonds at a
ratio of 1:1, plus a cash payment in Euros. Holders of 2009 bonds are invited to
tender them in exchange for 2012 bonds at a ratio of 1:0.9 (on a Euro equivalent
basis), plus a Sterling cash amount.



More details of the terms of the offer and the anticipated transaction timetable
are summarized in the tables below:


Summary of the exchange and new issue terms
Existing bonds     Benchmark rate    Exchange      Exchange ratio      Cash compensation amount
                                     spread
                                     (basis
                                     points)
Euro 500 mill.     Interpolated      + 95          Euro 1,000 in       The difference between (i) the
9.5-percent bonds  Euro                            principal amount of product of the relevant exchange
due 2008           mid-swap rate                   2012 bonds for each price and the principal amount (or
                                                   Euro 1,000 in       the Euro-equivalent exchange amount
                                                   principal amount of for the 2009 bonds) of the relevant
                                                   2008 bonds          bonds tendered, and (ii) the product
£ 200 mill.        Interpolated      + 110         Euro 900 in         of the new issue price and the
10-percent bonds   Sterling mid-swap               principal amount of relevant principal amount of 2012
due 2009           rate                            2012 bonds for each bonds issued in exchange (2009
                                                   Euro 1,000          investors to be paid in Sterling).
                                                   equivalent in
                                                   principal amount of
                                                   2009 bonds

New bonds          Benchmark rate    New issue
                                     spread Range
Euro-denominated   8-year Euro       120-135
Fixed Rate Notes   mid-swap rate
due 2012


Timetable
Events                                     Dates and times (Central European Time)
Commencement of the offer period           2 December 2004
New issue spread fixing date               7 December 2004 at or around 09:00 hours (CET)
Expiration date and time                   14 December 2004 at 17:00 hours (CET)
Announcement of acceptance of exchange     15 December 2004 at or around 13:00 hours (CET)
offers and exchange offer results
Pricing date and time                      15 December 2004 at or around 15:00 hours (CET)
Settlement date                            20 December 2004




The offer is conditional on new 2012 bonds with a principal amount of at least
Euro 300 million being issued. ABB may issue additional 2012 bonds so that the
total principal amount of the new 2012 bonds is not less than Euro 300 million,
or to round up the principal amount of the bonds, as appropriate.



Additional information on the exchange offer can be obtained on the transaction
website at www.ABBbondexchange.com, in the notice published on December 2, 2004
in the Luxemburger Wort, or by contacting ABB or the Liability Management Groups
of the Dealer Managers at the following contact details: Barclays Capital at +44
207 773 8990 or Citigroup Global Markets Ltd. at [phone], or Credit
Suisse First Boston at [phone].



ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 103,000 people.

________________



NEITHER THIS ANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM DATED 1 DECEMBER
2004 (THE 'EXCHANGE MEMORANDUM') CONSTITUTES AN INVITATION TO PARTICIPATE IN THE
RELEVANT EXCHANGE OFFER IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON
TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE
SECURITIES LAWS.  THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE EXCHANGE OFFER
MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.  PERSONS INTO
WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY EACH OF THE COMPANY, THE
DEALER MANAGERS, THE CO-DEALER MANAGERS AND THE EXCHANGE AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. NO ACTION HAS BEEN OR
WILL BE TAKEN IN ANY JURISDICTION BY THE COMPANY, THE DEALER MANAGERS, THE
CO-DEALER MANAGERS AND THE EXCHANGE AGENT THAT WOULD PERMIT A PUBLIC OFFERING OF
THE 2012 BONDS



THE EXCHANGE OFFERS ARE NOT BEING MADE AND WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES
EXCHANGE OF, THE UNITED STATES OF AMERICA. THIS INCLUDES, BUT IS NOT LIMITED TO,
FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET.
ACCORDINGLY, COPIES OF THIS DOCUMENT AND ANY RELATED OFFERING DOCUMENTS ARE NOT
BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED,
DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES OF AMERICA AND THE
EXCHANGE OFFERS CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, BONDS OR FACILITIES
FROM OR WITHIN THE UNITED STATES OF AMERICA. ANY PURPORTED ACCEPTANCE OF THE
EXCHANGE OFFERS RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE
RESTRICTIONS WILL BE INVALID. THE EXCHANGE AGENT WILL NOT ACCEPT ANY ELECTRONIC
ACCEPTANCE NOTICE ON BEHALF OF ANY PERSON BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OF AMERICA.



NEITHER THIS ANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM IS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION. THE 2012 BONDS TO BE ISSUED PURSUANT TO THE
EXCHANGE OFFERS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OF AMERICA. THE EXCHANGE OFFER MEMORANDUM MAY NOT BE SENT OR GIVEN TO A
PERSON IN THE UNITED STATES OF AMERICA.



EACH HOLDER OF 2008 BONDS AND EACH HOLDER OF 2009 BONDS PARTICIPATING IN THESE
EXCHANGE OFFERS WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES OF
AMERICA AND IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S OF THE
SECURITIES ACT) AND IS NOT GIVING AN ORDER TO PARTICIPATE IN THE RELEVANT
EXCHANGE OFFER FROM THE UNITED STATES OF AMERICA OR ON BEHALF OF A U.S. PERSON.
FOR THE PURPOSES OF THIS PARAGRAPH, UNITED STATES MEANS UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA.



THE EXCHANGE OFFERS ARE NOT BEING MADE IN THE REPUBLIC OF ITALY AND HAVE NOT
BEEN SUBMITTED TO THE CLEARANCE PROCEDURE OF COMMISSIONE NAZIONALE PER LE
SOCIETA E LA BORSA OR THE BANK OF ITALY PURSUANT TO ITALIAN LAWS AND
REGULATIONS. ACCORDINGLY, HOLDERS OF THE 2008 BONDS AND HOLDERS OF THE 2009
BONDS ARE HEREBY NOTIFIED THAT, TO THE EXTENT SUCH HOLDERS ARE ITALIAN RESIDENTS
OR PERSONS LOCATED IN THE REPUBLIC OF ITALY, THE EXCHANGE OFFERS ARE NOT
AVAILABLE TO THEM AND THEY MAY NOT SUBMIT FOR EXCHANGE 2008 BONDS OR 2009 BONDS
IN THE RELEVANT EXCHANGE OFFER NOR MAY 2012 BONDS BE OFFERED, SOLD OR DELIVERED
IN THE REPUBLIC OF ITALY AND, AS SUCH, ANY ACCEPTANCES RECEIVED FROM SUCH
PERSONS SHALL BE INEFFECTIVE AND VOID, AND NEITHER THIS ANNOUNCEMENT, THE
EXCHANGE OFFER MEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATING TO THE
EXCHANGE OFFER, THE 2008 BONDS, THE 2009 BONDS OR THE 2012 BONDS MAY BE
DISTRIBUTED OR MADE AVAILABLE IN THE REPUBLIC OF ITALY.



THE EXCHANGE OFFERS ARE NOT AVAILABLE TO ANY RESIDENT OF SPAIN. ACCORDINGLY,
RESIDENTS OF SPAIN MAY NOT SUBMIT FOR EXCHANGE THE 2008 BONDS OR THE 2009 BONDS
IN THE RELEVANT EXCHANGE OFFER NOR MAY THE 2012 BONDS BE OFFERED, SOLD OR
DELIVERED IN SPAIN AND NEITHER MAY THIS ANNOUNCEMENT, THE EXCHANGE OFFER
MEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATING TO THE EXCHANGE OFFERS, THE
2008 BONDS, THE 2009 BONDS OR THE 2012 BONDS BE DISTRIBUTED OR MADE AVAILABLE IN
SPAIN.



FOR THE PURPOSE OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000,
THIS ANNOUNCEMENT IS MADE ONLY TO, OR DIRECTED ONLY AT, (I) PERSONS OUTSIDE OF
THE UNITED KINGDOM OR (II) PERSONS WHO ARE INSIDE THE UNITED KINGDOM AND HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN
THE CATEGORY OF PERSONS SET OUT IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 AS AMENDED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'), AND MUST NOT BE ACTED ON OR
RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. ANY INVITATION OR INDUCEMENT
TO ENGAGE IN ANY INVESTMENT ACTIVITY INCLUDED WITHIN THE EXCHANGE OFFER
MEMORANDUM IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS.



THE EXCHANGE OFFERS ARE ALSO RESTRICTED BY THE LAWS IN THE UK, FRANCE, BELGIUM,
THE NETHERLANDS, LUXEMBOURG AND GERMANY. DETAILS OF THE ABOVE OFFER RESTRICTIONS
ARE DESCRIBED IN THE EXCHANGE OFFER MEMORANDUM.








                      This information is provided by RNS
            The company news service from the London Stock Exchange