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Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS

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ACQUISITIONS
 12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract] Ìý
Acquisitions
NOTE 3 - ACQUISITIONS
FPT ACQUISITION OVERVIEW
On November 18, 2021, pursuant to the FPT Acquisition Agreement, we completed the FPT Acquisition, in which we were the acquirer. The FPT Acquisition entered us into the scrap business and provides us a competitive advantage in sourcing prime scrap, a key raw material for our steelmaking facilities.
The fair value of the total purchase consideration was determined as follows:
(In millions)
Cash consideration:
Cash consideration pursuant to the FPT Acquisition Agreement $ 778Ìý
Cash consideration paid related to IRC Section 338(h)(10) 23Ìý
Total cash consideration 801Ìý
Fair value of settlement of a pre-existing relationship (20)
Total purchase consideration $ 781Ìý
We made certain elections under Section 338(h)(10) of the IRC with respect to entities acquired in connection with the FPT Acquisition that were finalized during the third quarter of 2022, which changed the final cash consideration.
VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION
The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the FPT Acquisition was based on estimated fair values at November 18, 2021, and was finalized during the quarter ended December 31, 2022. The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the FPT Acquisition:
(In millions) Initial Allocation of Consideration Measurement
Period Adjustments		 Final Allocation of Consideration as of December 31, 2022
Cash and cash equivalents $ 9Ìý $ —Ìý $ 9Ìý
Accounts receivable, net 233Ìý 2Ìý 235Ìý
Inventories 137Ìý (2) 135Ìý
Other current assets 4Ìý (1) 3Ìý
Property, plant and equipment 179Ìý 12Ìý 191Ìý
Other non-current assets 74Ìý (2) 72Ìý
Accounts payable (122) —Ìý (122)
Accrued employment costs (8) —Ìý (8)
Other current liabilities (9) 3Ìý (6)
Other non-current liabilities (21) —Ìý (21)
Net identifiable assets acquired 476Ìý 12Ìý 488Ìý
Goodwill 279Ìý 14Ìý 293Ìý
Total net assets acquired $ 755Ìý $ 26Ìý $ 781Ìý
The goodwill resulting from the FPT Acquisition primarily represents the incremental benefit of providing substantial access to prime scrap for our vertically integrated steelmaking business, as well as any synergistic benefits to be realized from the FPT Acquisition within our Steelmaking segment. We have $296Ìýmillion in goodwill that is deductible for tax purposes from the FPT Acquisition.
The purchase price allocated to identifiable intangible assets acquired was:
(In millions) Weighted Average Life (In years)
Customer relationships $ 13Ìý 15
Supplier relationships 29Ìý 18
Trade names and trademarks 7Ìý 15
Total identifiable intangible assets $ 49Ìý 17
Intangible assets are classified as Other non-current assets on the Statements of Consolidated Financial Position.
PRO FORMA RESULTS
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if FPT had been acquired as of January 1, 2020:
Year Ended
(In millions) December 31, 2021
Revenues $ 21,701Ìý
Net income attributable to Cliffs shareholders 3,074Ìý
The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments, net of tax, that assume the FPT Acquisition occurred on JanuaryÌý1, 2020. There were no significant pro forma adjustments for the FPT Acquisition.
The unaudited pro forma financial information does not reflect the potential realization of synergies or cost savings, nor does it reflect other costs relating to the integration of the acquired company. This unaudited pro forma financial information should not be considered indicative of the results that would have actually occurred if the FPT Acquisition had been consummated on January 1, 2020, nor are they indicative of future results.