15
Q4 2023 FINANCIAL INFORMATION
─
Note 4
Acquisitions and equity-accounted companies
Acquisition of controlling interests
Acquisitions of controlling interests were as follows:
Year ended December 31,
Three months ended December 31,
($ in millions, except number of acquired businesses)
2023
2022
2023
2022
Purchase price for acquisitions (net of cash acquired)
(1)
175
195
61
46
Aggregate excess of purchase price over
fair value of net assets acquired
(2)
142
229
87
24
Number of acquired businesses
7
5
4
2
(1)
Excluding changes
in cost-
and equity-accounted
companies.
(2)
Recorded as
goodwill.
In the table above, the “Purchase price for acquisitions”
and “Aggregate excess of purchase price over fair value of
net assets acquired” amounts in the year ended
December 31, 2022,
relate primarily to the acquisition of InCharge
Energy, Inc. (In-Charge).
Acquisitions of controlling interests have been accounted for under the
acquisition method and have been included in the Comp
any’s consolidated financial
statements since the date of acquisition.
On January 26, 2022, the Company increased its ownership in
In-Charge to a 60 percent controlling interest through
a stock purchase agreement. In-Charge
is
headquartered in Santa Monica, USA, and is a provider of
turn-key commercial electric vehicle charging hardware and
software solutions. The resulting cash
outflows for the Company amounted to $134
million (net of cash acquired of $4 million). The acquisition
expands the market presence of the E-mobility
operating
segment, particularly in the North American market. In connection with
the acquisition, the Company’s
pre-existing 13.2 percent ownership of In-Charge was
revalued to fair value and a gain of $32 million was recorded
in “Other income (expense),
net” in the year ended December 31, 2022. The Company
entered into
an agreement with the remaining noncontrolling shareholders
allowing either party to put or call the remaining 40 percent
of the shares until 2027. The amount for
which either party can exercise their option is dependent on
a formula based on revenues and thus, the amount
is subject to change. As a result of this agreement,
the noncontrolling interest is classified as Redeemable noncontrolling
interest (i.e. mezzanine equity) in the Consolidated
Balance Sheets and was initially
recognized at fair value.
While the Company uses its best estimates and assumptions
as part of the purchase price allocation process
to value assets acquired and liabilities assumed
at
the acquisition date, the purchase price allocation for acquisitions
is preliminary for up to 12 months after the acquisition
date and is subject to refinement as more
detailed analyses are completed and additional information about
the fair values of the assets and liabilities becomes available.
Business divestments
In the year and three months ended December 31, 2023,
the Company received proceeds (net of transaction costs
and cash disposed) of $553 million and
$1 million, respectively, relating to
divestments of consolidated businesses and recorded
gains of $101 million and $4 million, respectively,
in “Other income
(expense), net” on the sale of such businesses. These are primarily
due the divestment of the Company’s
Power Conversion Division to AcBel Polytech Inc.,
which
prior to its sale was part of the Company’s Electrification
operating segment. Certain amounts included in the net gain for
the sale of Power Conversion Division
are estimated or otherwise subject to change in value and, as
a result, the Company may record additional adjustments
to the gain in future periods which are
not
expected to have a material impact on the consolidated financial statements.
On September 7, 2022, the shareholders approved the spin-off
of the Company’s Turbocharging Division
into an independent, publicly traded company,
Accelleron
Industries AG (Accelleron), which was completed through the
distribution of common stock of Accelleron to the stockholders
of ABB on October 3, 2022. As a
result of the spin-off of this Division, the Company distributed
net assets of $272 million, net of amounts
attributable to noncontrolling interests of $12 million,
which
was reflected as a reduction in Retained earnings. In addition,
total accumulated comprehensive income of $95
million, including the cumulative translation
adjustment, was reclassified to Retained earnings. Cash and cash
equivalents distributed with Accelleron was $172 million.
The results of operations of the
Turbocharging Division, are included in the continuing
operations of the Process Automation operating segment
for all periods presented through to the spin
-off
date. In the year ended December 31, 2022, Income continuing operations
before taxes, included income of $134 million from
this Division. In anticipation of the
spin-off, the Company granted to a subsidiary of Accelleron access
to funds in the form of a short-term intercompany loan.
At the spin-off date, this loan, having a
principal amount of 300 million Swiss francs ($306 million at
the date of spin-off), was due to the Company
and subsequently collected in October 2022.
Investments in equity-accounted companies
In connection with the divestment of its Power Grids business
to Hitachi in 2020 (see Note 3), the Company
initially retained a 19.9
percent interest in the business
until December 2022, when the retained investment was sold to Hitachi.
During the Company’s period of ownership
of the retained 19.9 percent interest, based on
its continuing involvement with the Power Grids business, including
the membership in its governing board of directors,
the Company concluded that it had
significant influence over Hitachi Energy.
As a result, the investment was accounted for using the
equity method through to the date of its sale.
In September 2022, the Company and Hitachi agreed terms to sell
the Company’s remaining investment in Hitachi
Energy to Hitachi and simultaneously settle
certain outstanding contractual obligations relating to the initial sale
of the Power Grids business, including certain
indemnification guarantees (see Note 15). The
sale of the remaining investment was completed in December 2022,
resulting in cash proceeds of $1,552 million
and a gain of $43 million which was recorded in
“Other income (expense), net”.
In the year and three months ended December 31, 2023
and 2022,
the Company recorded its share of the earnings
of investees accounted for under the equity
method of accounting in Other income (expense), net, as follows:
Year ended December 31,
Three months ended December 31,
($ in millions)
2023
2022
2023
2022
Income (loss) from equity-accounted companies, net of taxes
(16)
(22)
(5)
12
Basis difference amortization (net of deferred income tax benefit)
–
(80)
–
(14)
Loss from equity-accounted companies
(16)
(102)
(5)
(2)