UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2017

Commission File Number 001-16429

ABB Ltd

(Translation of registrant’s name into English)

P.O. Box 1831, Affolternstrasse 44, CH-8050, Zurich, Switzerland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ⬜

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ⬜

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indication by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ⬜

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ⬜

No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

The information included in this Form 6-K/A is incorporated by reference into ABB Ltd's registration statement on Form F‑3 (File No. 333‑180922) and registration statements on Form S‑8 (File Nos. 333‑190180, 333‑181583, 333‑179472, 333‑171971 and 333‑129271) each of which was previously filed with the Securities and Exchange Commission.

EXPLANATORY NOTE

ABB Ltd. (the “Company”) is submitting this amended report on Form 6-K/A (this “Form 6-K/A”) to amend Item 2 of Form 6-K submitted to the Securities and Exchange Commission on February 8, 2017 (the “Form 6-K”), containing its Q4 2016 Financial Information. This information was incorporated by reference into ABB Ltd's registration statement on Form F-3 (File No. 333‑180922) and registration statements on Form S-8 (File Nos. 333-190180, 333‑181583, 333‑179472, 333‑171971 and 333‑129271) each of which was previously filed with the Securities and Exchange Commission.

Subsequent to the filing of the Form 6-K, the Company discovered a scheme to embezzle and misappropriate funds in its subsidiary in South Korea. The Company determined that approximately $75 million in cash previously reported at December 31, 2016, had been misappropriated and in addition there were unrecorded loans of $16 million and unreported factoring of accounts receivable amounting to $12 million. The Company reported this criminal loss to its third-party insurance company and has confirmed it has a relevant and effective insurance with a policy limit of $30 million and this coverage has been accrued.

As a result of the embezzlement, we are restating in this Form 6-K/A our interim consolidated financial information for the year and three months ended December 31, 2016. Note 1 to the interim consolidated financial information included in this Form 6-K/A reflects the changes to our interim consolidated financial information as a result of our restatement and provides additional information about the restatement.

1 Q4 2016 Financial Information

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Financial Information

3 Key Figures

8 Interim Consolidated Financial Information (unaudited)

8 Interim Consolidated Income Statements

9 Interim Condensed Consolidated Statements of Comprehensive Income

10 Interim Consolidated Balance Sheets

11 Interim Consolidated Statements of Cash Flows

12 Interim Consolidated Statements of Changes in Stockholders’ Equity

13 Notes to the Interim Consolidated Financial Information

34 Supplemental Reconciliations and Definitions

2 Q4 2016 Financial Information

—

Financial Information

Key Figures

				CHANGE
($ in millions, unless otherwise indicated)		Q4 2016	Q4 2015	US$	Comparable⁽¹⁾
		restated		restated	restated
Orders		8,277	8,262	0%	3%
Order backlog (end December)		22,981	24,121	-5%	-1%
Revenues		8,993	9,242	-3%	1%
Operational EBITA⁽¹⁾		1,057	1,101	-4%	-2%⁽²⁾
	as % of operational revenues⁽¹⁾	11.7%	11.9%	-0.2 pts
Net income		425	204	108%
Basic earnings per share ($)		0.20	0.09	115%⁽³⁾
Operational earnings per share⁽¹⁾ ($)		0.33	0.35	-5%⁽³⁾	-3%⁽³⁾
Cash flow from operating activities		1,428	1,994	-28%

				CHANGE
($ in millions, unless otherwise indicated)		FY 2016	FY 2015	US$	Comparable⁽¹⁾
		restated		restated	restated
Orders		33,379	36,429	-8%	-5%
Revenues		33,828	35,481	-5%	-1%
Operational EBITA⁽¹⁾		4,191	4,209	0%	2%⁽²⁾
	as % of operational revenues⁽¹⁾	12.4%	11.9%	+0.5 pts
Net income		1,899	1,933	-2%
Basic earnings per share ($)		0.88	0.87	2%⁽³⁾
Operational earnings per share⁽¹⁾ ($)		1.29	1.26	3%⁽³⁾	4%⁽³⁾
Cash flow from operating activities		3,843	3,818	1%

(1) For a reconciliation of non-GAAP measures see “Supplemental Reconciliations and Definitions” on page 34.

(2) Constant currency (not adjusted for portfolio changes).

(3) Earnings per share growth rates are computed using unrounded amounts. Comparable Operational earnings per share growth is in constant currency (2014 foreign exchange rates and not adjusted for changes in the business portfolio).

3 Q4 2016 Financial Information

		Q4 2016		CHANGE - restated
($ in millions, unless otherwise indicated)		restated	Q4 2015	US$	Local	Comparable
Orders	ABB Group	8,277	8,262	0%	2%	3%
	Electrification Products	2,157	2,340	-8%	-5%	-5%
	Discrete Automation and Motion	2,013	1,984	1%	4%	4%
	Process Automation	1,520	1,796	-15%	-14%	-14%
	Power Grids	2,879	2,628	10%	12%	15%
	Corporate and Other
	(incl. inter-division eliminations)	(292)	(486)
Third-party base orders	ABB Group	6,860	7,122	-4%	-1%	-1%
	Electrification Products	2,051	2,158	-5%	-2%	-2%
	Discrete Automation and Motion	1,820	1,779	2%	5%	5%
	Process Automation	1,285	1,309	-2%	0%	0%
	Power Grids	1,692	1,864	-9%	-7%	-7%
	Corporate and Other	12	12
Order backlog (end December)	ABB Group	22,981	24,121	-5%	-2%	-1%
	Electrification Products	2,612	2,872	-9%	-5%	-5%
	Discrete Automation and Motion	4,078	4,232	-4%	0%	0%
	Process Automation	5,258	6,036	-13%	-10%	-10%
	Power Grids	12,437	12,502	-1%	3%	4%
	Corporate and Other
	(incl. inter-division eliminations)	(1,404)	(1,521)
Revenues	ABB Group	8,993	9,242	-3%	0%	1%
	Electrification Products	2,462	2,459	0%	3%	3%
	Discrete Automation and Motion	2,211	2,288	-3%	-1%	-1%
	Process Automation	1,737	1,926	-10%	-8%	-8%
	Power Grids	3,042	3,107	-2%	1%	4%
	Corporate and Other
	(incl. inter-division eliminations)	(459)	(538)
Operational EBITA	ABB Group	1,057	1,101	-4%	-2%
	Electrification Products	382	403	-5%	-4%
	Discrete Automation and Motion	260	291	-11%	-8%
	Process Automation	231	235	-2%	0%
	Power Grids	318	293	9%	12%
	Corporate and Other
	(incl. inter-division eliminations)	(134)	(121)
Operational EBITA %	ABB Group	11.7%	11.9%
	Electrification Products	15.5%	16.4%
	Discrete Automation and Motion	11.7%	12.7%
	Process Automation	13.4%	12.1%
	Power Grids	10.4%	9.5%
Income from operations	ABB Group	678	347
	Electrification Products	319	267
	Discrete Automation and Motion	89	134
	Process Automation	244	105
	Power Grids	334	145
	Corporate and Other
	(incl. inter-division eliminations)	(308)	(304)
Income from operations %	ABB Group	7.5%	3.8%
	Electrification Products	13.0%	10.9%
	Discrete Automation and Motion	4.0%	5.9%
	Process Automation	14.0%	5.5%
	Power Grids	11.0%	4.7%
Cash flow from operating activities	ABB Group	1,428	1,994
	Electrification Products	451	590
	Discrete Automation and Motion	308	372
	Process Automation	186	374
	Power Grids	559	835
	Corporate and Other	(76)	(177)

4 Q4 2016 Financial Information

		FY 2016		CHANGE - restated
($ in millions, unless otherwise indicated)		restated	FY 2015	US$	Local	Comparable
Orders	ABB Group	33,379	36,429	-8%	-5%	-5%
	Electrification Products	9,158	9,833	-7%	-4%	-4%
	Discrete Automation and Motion	8,654	9,222	-6%	-4%	-4%
	Process Automation	5,866	7,347	-20%	-18%	-18%
	Power Grids	11,232	12,205	-8%	-5%	-4%
	Corporate and Other
	(incl. inter-division eliminations)	(1,531)	(2,178)
Third-party base orders	ABB Group	28,887	30,302	-5%	-2%	-2%
	Electrification Products	8,657	9,106	-5%	-2%	-2%
	Discrete Automation and Motion	7,777	8,046	-3%	-1%	-1%
	Process Automation	5,094	5,555	-8%	-6%	-6%
	Power Grids	7,304	7,527	-3%	0%	0%
	Corporate and Other	55	68
Order backlog (end December)	ABB Group	22,981	24,121	-5%	-2%	-1%
	Electrification Products	2,612	2,872	-9%	-5%	-5%
	Discrete Automation and Motion	4,078	4,232	-4%	0%	0%
	Process Automation	5,258	6,036	-13%	-10%	-10%
	Power Grids	12,437	12,502	-1%	3%	4%
	Corporate and Other
	(incl. inter-division eliminations)	(1,404)	(1,521)
Revenues	ABB Group	33,828	35,481	-5%	-2%	-1%
	Electrification Products	9,292	9,547	-3%	1%	1%
	Discrete Automation and Motion	8,714	9,127	-5%	-2%	-2%
	Process Automation	6,598	7,224	-9%	-6%	-6%
	Power Grids	10,975	11,621	-6%	-3%	1%
	Corporate and Other
	(incl. inter-division eliminations)	(1,751)	(2,038)
Operational EBITA	ABB Group	4,191	4,209	0%	2%
	Electrification Products	1,528	1,561	-2%	0%
	Discrete Automation and Motion	1,195	1,295	-8%	-6%
	Process Automation	824	863	-5%	-2%
	Power Grids	1,021	877	16%	19%
	Corporate and Other
	(incl. inter-division eliminations)	(377)	(387)
Operational EBITA %	ABB Group	12.4%	11.9%
	Electrification Products	16.4%	16.4%
	Discrete Automation and Motion	13.7%	14.2%
	Process Automation	12.4%	11.9%
	Power Grids	9.3%	7.6%
Income from operations	ABB Group	2,987	3,049
	Electrification Products	1,335	1,356
	Discrete Automation and Motion	831	991
	Process Automation	696	685
	Power Grids	888	613
	Corporate and Other
	(incl. inter-division eliminations)	(763)	(596)
Income from operations %	ABB Group	8.8%	8.6%
	Electrification Products	14.4%	14.2%
	Discrete Automation and Motion	9.5%	10.9%
	Process Automation	10.5%	9.5%
	Power Grids	8.1%	5.3%
Cash flow from operating activities	ABB Group	3,843	3,818
	Electrification Products	1,221	1,364
	Discrete Automation and Motion	1,002	1,206
	Process Automation	728	690
	Power Grids	1,120	970
	Corporate and Other	(228)	(412)

5 Q4 2016 Financial Information

Operational EBITA

	ABB		Electrification		Discrete Automation		Process		Power
($ in millions, unless otherwise indicated)	restated		Products		and Motion		Automation		Grids
	Q4 16	Q4 15	Q4 16	Q4 15	Q4 16	Q4 15	Q4 16	Q4 15	Q4 16	Q4 15
Revenues	8,993	9,242	2,462	2,459	2,211	2,288	1,737	1,926	3,042	3,107
FX/commodity timing
differences in total revenues	20	(4)	4	(4)	7	4	(11)	13	21	(16)
Operational revenues	9,013	9,238	2,466	2,455	2,218	2,292	1,726	1,939	3,063	3,091

Income from operations	678	347	319	267	89	134	244	105	334	145
Acquisition-related amortization	67	73	23	24	29	32	2	3	8	10
Restructuring and
restructuring-related expenses⁽¹⁾	68	531	25	104	31	81	(21)	106	(5)	122
Non-operational pension cost	38	8	–	–	2	–	2	2	1	–
Changes in pre-acquisition estimates	92	12	–	–	92	12	–	–	–	–
Gains and losses from sale of businesses,
acquisition-related expenses and certain
non-operational items	127	76	7	4	14	26	9	(5)	(8)	1
FX/commodity timing
differences in income from operations	(13)	54	8	4	3	6	(5)	24	(12)	15
Operational EBITA	1,057	1,101	382	403	260	291	231	235	318	293

Operational EBITA margin (%)	11.7%	11.9%	15.5%	16.4%	11.7%	12.7%	13.4%	12.1%	10.4%	9.5%

	ABB		Electrification		Discrete Automation		Process		Power
($ in millions, unless otherwise indicated)	restated		Products		and Motion		Automation		Grids
	FY 16	FY 15	FY 16	FY 15	FY 16	FY 15	FY 16	FY 15	FY 16	FY 15
Revenues	33,828	35,481	9,292	9,547	8,714	9,127	6,598	7,224	10,975	11,621
FX/commodity timing
differences in total revenues	81	(28)	4	(11)	5	4	21	13	51	(33)
Operational revenues	33,909	35,453	9,296	9,536	8,719	9,131	6,619	7,237	11,026	11,588

Income from operations	2,987	3,049	1,335	1,356	831	991	696	685	888	613
Acquisition-related amortization	279	310	95	100	120	128	11	12	35	52
Restructuring and
restructuring-related expenses⁽¹⁾	543	674	73	124	88	125	79	130	101	160
Non-operational pension cost	38	19	3	(3)	2	3	2	6	(2)	3
Changes in pre-acquisition estimates	131	21	–	–	131	21	–	–	–	–
Gains and losses from sale of businesses,
acquisition-related expenses and certain
non-operational items	173	120	8	4	18	26	9	14	(2)	39
FX/commodity timing
differences in income from operations	40	16	14	(20)	5	1	27	16	1	10
Operational EBITA	4,191	4,209	1,528	1,561	1,195	1,295	824	863	1,021	877

Operational EBITA margin (%)	12.4%	11.9%	16.4%	16.4%	13.7%	14.2%	12.4%	11.9%	9.3%	7.6%

(1) Amounts also include the incremental implementation costs in relation to the White Collar Productivity program.

Depreciation and Amortization

			Electrification		Discrete Automation		Process		Power
($ in millions)	ABB		Products		and Motion		Automation		Grids
	Q4 16	Q4 15	Q4 16	Q4 15	Q4 16	Q4 15	Q4 16	Q4 15	Q4 16	Q4 15
Depreciation	191	192	49	51	38	39	13	15	50	51
Amortization	91	96	26	27	33	36	4	5	16	17
including total acquisition-related amortization of:	67	73	23	24	29	32	2	3	8	10

			Electrification		Discrete Automation		Process		Power
($ in millions)	ABB		Products		and Motion		Automation		Grids
	FY 16	FY 15	FY 16	FY 15	FY 16	FY 15	FY 16	FY 15	FY 16	FY 15
Depreciation	767	764	199	206	156	149	57	60	201	204
Amortization	368	396	106	110	136	146	17	19	65	76
including total acquisition-related amortization of:	279	310	95	100	120	128	11	12	35	52

6 Q4 2016 Financial Information

Orders received and revenues by region

($ in millions, unless otherwise indicated)	Orders received		CHANGE			Revenues		CHANGE
					Com-					Com-
	Q4 16	Q4 15	US$	Local	parable	Q4 16	Q4 15	US$	Local	parable
Europe	2,529	2,888	-12%	-10%	-8%	3,016	3,028	0%	3%	6%
The Americas	2,487	2,491	0%	0%	0%	2,469	2,627	-6%	-6%	-6%
Asia, Middle East and Africa	3,261	2,883	13%	17%	17%	3,508	3,587	-2%	1%	2%
ABB Group	8,277	8,262	0%	2%	3%	8,993	9,242	-3%	0%	1%

($ in millions, unless otherwise indicated)	Orders received		CHANGE			Revenues		CHANGE
					Com-					Com-
	FY 16	FY 15	US$	Local	parable	FY 16	FY 15	US$	Local	parable
Europe	11,213	12,568	-11%	-9%	-8%	11,315	11,602	-2%	0%	4%
The Americas	9,351	10,505	-11%	-9%	-9%	9,741	10,554	-8%	-5%	-5%
Asia, Middle East and Africa	12,815	13,356	-4%	0%	0%	12,772	13,325	-4%	-1%	-1%
ABB Group	33,379	36,429	-8%	-5%	-5%	33,828	35,481	-5%	-2%	-1%

7 Q4 2016 Financial Information

—

Financial Information

Interim Consolidated Financial Information

ABB Ltd Interim Consolidated Income Statements (unaudited)


	Year ended		Three months ended
($ in millions, except per share data in $)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
	restated		restated
Sales of products	27,816	29,477	7,339	7,599
Sales of services and software	6,012	6,004	1,654	1,643
Total revenues	33,828	35,481	8,993	9,242
Cost of sales of products	(20,431)	(21,694)	(5,451)	(5,820)
Cost of services and software	(3,650)	(3,653)	(1,027)	(1,027)
Total cost of sales	(24,081)	(25,347)	(6,478)	(6,847)
Gross profit	9,747	10,134	2,515	2,395
Selling, general and administrative expenses	(5,349)	(5,574)	(1,394)	(1,580)
Non-order related research and development expenses	(1,300)	(1,406)	(349)	(408)
Other income (expense), net	(111)	(105)	(94)	(60)
Income from operations	2,987	3,049	678	347
Interest and dividend income	73	77	19	21
Interest and other finance expense	(261)	(286)	(31)	(63)
Income from continuing operations before taxes	2,799	2,840	666	305
Provision for taxes	(781)	(788)	(194)	(66)
Income from continuing operations, net of tax	2,018	2,052	472	239
Income from discontinued operations, net of tax	16	3	2	1
Net income	2,034	2,055	474	240
Net income attributable to noncontrolling interests	(135)	(122)	(49)	(36)
Net income attributable to ABB	1,899	1,933	425	204

Amounts attributable to ABB shareholders:
Income from continuing operations, net of tax	1,883	1,930	423	203
Net income	1,899	1,933	425	204

Basic earnings per share attributable to ABB shareholders:
Income from continuing operations, net of tax	0.88	0.87	0.20	0.09
Net income	0.88	0.87	0.20	0.09

Diluted earnings per share attributable to ABB shareholders:
Income from continuing operations, net of tax	0.87	0.87	0.20	0.09
Net income	0.88	0.87	0.20	0.09

Weighted-average number of shares outstanding (in millions) used to compute:
Basic earnings per share attributable to ABB shareholders	2,151	2,226	2,137	2,203
Diluted earnings per share attributable to ABB shareholders	2,154	2,230	2,141	2,206

See Notes to the Interim Consolidated Financial Information

8 Q4 2016 Financial Information








—
ABB Ltd Interim Condensed Consolidated Statements of Comprehensive
Income (unaudited)


	Year ended		Three months ended
($ in millions)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
	restated		restated
Total comprehensive income (loss), net of tax	1,688	1,416	(79)	254
Total comprehensive income attributable to noncontrolling interests, net of tax	(118)	(100)	(31)	(27)
Total comprehensive income (loss) attributable to ABB shareholders, net of tax	1,570	1,316	(110)	227

See Notes to the Interim Consolidated Financial Information

9 Q4 2016 Financial Information

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ABB Ltd Interim Consolidated Balance Sheets (unaudited)


($ in millions, except share data)	Dec. 31, 2016	Dec. 31, 2015
	restated
Cash and equivalents	3,644	4,565
Marketable securities and short-term investments	1,953	1,633
Receivables, net	9,696	10,061
Inventories, net	4,347	4,757
Prepaid expenses	176	225
Deferred taxes	888	881
Other current assets	688	638
Assets held for sale	548	–
Total current assets	21,940	22,760

Property, plant and equipment, net	4,743	5,276
Goodwill	9,501	9,671
Other intangible assets, net	1,996	2,337
Prepaid pension and other employee benefits	90	68
Investments in equity-accounted companies	170	178
Deferred taxes	527	423
Other non-current assets	532	643
Total assets	39,499	41,356

Accounts payable, trade	4,446	4,342
Billings in excess of sales	1,241	1,375
Short-term debt and current maturities of long-term debt	1,003	1,454
Advances from customers	1,398	1,598
Deferred taxes	258	249
Provisions for warranties	1,142	1,089
Other provisions	1,765	1,920
Other current liabilities	3,936	3,817
Liabilities held for sale	218	–
Total current liabilities	15,407	15,844

Long-term debt	5,800	5,985
Pension and other employee benefits	1,834	1,924
Deferred taxes	957	965
Other non-current liabilities	1,604	1,650
Total liabilities	25,602	26,368

Commitments and contingencies

Stockholders’ equity:
Capital stock and additional paid-in capital
(2,214,743,264 and 2,314,743,264 issued shares at December 31, 2016 and 2015, respectively)	216	1,444
Retained earnings	19,925	20,476
Accumulated other comprehensive loss	(5,187)	(4,858)
Treasury stock, at cost
(76,036,429 and 123,118,123 shares at December 31, 2016 and 2015, respectively)	(1,559)	(2,581)
Total ABB stockholders’ equity	13,395	14,481
Noncontrolling interests	502	507
Total stockholders’ equity	13,897	14,988
Total liabilities and stockholders’ equity	39,499	41,356

See Notes to the Interim Consolidated Financial Information

10 Q4 2016 Financial Information

—
ABB Ltd Interim Consolidated Statements of Cash Flows (unaudited)

	Year ended		Three months ended
($ in millions)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
	restated		restated
Operating activities:
Net income	2,034	2,055	474	240
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,135	1,160	282	288
Deferred taxes	(147)	(219)	(39)	(193)
Net loss (gain) from derivatives and foreign exchange	10	15	(48)	53
Net loss (gain) from sale of property, plant and equipment	(38)	(26)	(5)	(5)
Net loss (gain) from sale of businesses	10	20	–	1
Share-based payment arrangements	54	61	17	18
Other	112	94	49	7
Changes in operating assets and liabilities:
Trade receivables, net	10	162	78	363
Inventories, net	115	105	376	509
Trade payables	340	(112)	187	16
Accrued liabilities	80	(24)	66	(2)
Billings in excess of sales	(25)	35	(29)	(55)
Provisions, net	14	330	19	487
Advances from customers	(163)	106	(143)	112
Income taxes payable and receivable	125	(32)	2	41
Other assets and liabilities, net	177	88	142	114
Net cash provided by operating activities	3,843	3,818	1,428	1,994

Investing activities: