3 – Changes in group structure Index123 A full list of OMV investments as well as changes in consolidated group can be found in Note 38 – Direct and indirect investments of OMV Aktiengesellschaft. Major changes in consolidated Group are described below. Changes in consolidated Group – Downstream On October 29, 2020, OMV acquired an additional 39% share in Borealis AG from Mubadala Investment Company (Abu Dhabi) via the acquisition of 100% shares in Susana Beteiligungsverwaltungs GmbH, increasing its stake in Borealis Group from 36% to 75%. The purchase price of the transaction amounted to USD 4,551 mn after customary closing adjustments were taken into account. The acquisition is a strategic extension of OMV´s value chain into high value chemicals. This contributes to a partial natural hedge against the cyclicality of each value chain step with respect to both volumes and market spreads, de-risking OMV’s exposure to volatile markets. Following the step acquisition, OMV obtained the right to nominate the majority of the executive board members and the most important activities in respect of impacting the variable returns of Borealis Group are decided by OMV. Hence, OMV has obtained control over Borealis Group in line with IFRS 10. Obtaining control over Borealis Group has led to the discontinuation of the use of the equity method according to IAS 28 and application of the rules for business combination according to IFRS 3. OMV´s previous 36% interest in Borealis was re-measured at the acquisition date fair value resulting in EUR 1,256 mn gain recognized in other operating income. Additionally, this led to a reclassification of net gains from other comprehensive income to other operating income in amount of EUR 28 mn, which were mainly related to currency translation differences. Acquired net assets and goodwill calculation The non-controlling interest in Borealis Group was measured at its proportionate share of the acquiree’s identifiable net assets. The transaction did not result in a goodwill. The fair value of the receivables substantially matched their carrying amount, and all contractual cash flows less credit loss effects are expected to be collected. The fair value of the net assets acquired are detailed in the following tables. (XLSX:) Download Fair values of net assets acquired In EUR mn Borealis Group Intangible assets 887 Property, plant and equipment 4,129 Equity-accounted investments 6,134 Other financial assets 743 Other assets 45 Deferred taxes 39 Non-current assets 11,977 Inventories 1,123 Trade receivables 684 Other financial assets 132 Income tax receivable 13 Other assets 310 Cash and cash equivalents 80 Current assets 2,341 Total assets 14,318 Provisions for pensions and similar obligations 457 Bonds 324 Lease liabilities 139 Other interest-bearing debts 1,131 Decommissioning and restoration obligations 38 Other provisions 12 Other financial liabilities 32 Other liabilities 2 Deferred taxes 549 Non-current liabilities 2,683 Trade payables 719 Bonds 5 Lease liabilities 34 Other interest-bearing debts 407 Income tax liabilities 62 Other provisions 27 Other financial liabilities 154 Other liabilities 163 Current liabilities 1,571 Total liabilities 4,254 Net assets 10,064 Non-Controlling interests (2,524) Net assets acquired 7,540 (XLSX:) Download Previously held at-equity share 36% – impact on consolidated income statement In EUR mn Borealis Group Fair value 3,590 Carrying amount 2,333 Revaluation result 1,256 Amount reclassified from OCI to the income statement (“recycled”) 28 Total impact – other operating income 1,284 (XLSX:) Download Measurement of goodwill In EUR mn Borealis Group Consideration 3,889 FX hedge effect 61 Fair value of previously held at-equity share 3,590 Net assets acquired 7,540 Goodwill 0 In 2020, Borealis Group contributed EUR 1,099 mn to consolidated sales and EUR (79) mn to consolidated net income of OMV Group since its inclusion. In 2020 Borealis net income was mainly impacted by reversal effects from fair value adjustments for inventories from the purchase price allocation. If the acquisition had already taken place at the beginning of the year, the calculated impact of Borealis Group to the OMV Group would have been EUR 5,866 mn on consolidated sales revenues, EUR 6,801 mn on unconsolidated sales revenues and EUR 302 mn on net income, respectively. Cash flow impact of major acquisitions The cash flow from investing activities contained EUR 3,870 mn cash outflow related to the acquisition of Borealis Group, reflected in the line “Acquisition of subsidiaries and businesses net of cash acquired” as detailed in the below table (XLSX:) Download Net cash outflows related to the acquisition In EUR mn Borealis Group Consideration paid 3,950 less cash acquired (80) Net cash outflows from acquisition 3,870 Income tax impact of major acquisitions Due to tax synergies from the acquisition of additional shares in Borealis AG, deferred tax assets of the Austrian tax group increased by approximately EUR 500 mn, taking into consideration the 5 year positive taxable result of Borealis tax group members. schließen USD US dollar schließen IFRSs International Financial Reporting Standards schließen IASs International Accounting Standards schließen EUR Euro schließen net assets Intangible assets, property, plant and equipment, equity-accounted investments, investments in other companies, loans granted to equity-accounted investments, total net working capital, less provisions for decommissioning and restoration obligations schließen net income Net operating profit or loss after interest and tax schließen sales revenues Sales excluding petroleum excise tax schließen EUR Euro schließen mn Million 2 – Accounting policies, judgements and estimates Segment Reporting 102-45 gri-id41:102-45
