ACQUISITIONS

12 Months Ended

Dec. 31, 2023

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	$	778
Cash consideration paid related to IRC Section 338(h)(10)	23
Total cash consideration	801
Fair value of settlement of a pre-existing relationship	(20)
Total purchase consideration	$	781

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	$	9	$	—	$	9
Accounts receivable, net	233		2		235
Inventories	137		(2)		135
Other current assets	4		(1)		3
Property, plant and equipment	179		12		191
Other non-current assets	74		(2)		72
Accounts payable	(122)		—		(122)
Accrued employment costs	(8)		—		(8)

Other current liabilities	(9)		3		(6)



Other non-current liabilities	(21)		—		(21)

Net identifiable assets acquired	476		12		488
Goodwill	279		14		293
Total net assets acquired	$	755	$	26	$	781

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 $296 million 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	$	13	15
Supplier relationships	29		18
Trade names and trademarks	7		15
Total identifiable intangible assets	$	49	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	$	21,701
Net income attributable to Cliffs shareholders	3,074

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 January 1, 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.