table of contents 4 . acquisitions , dispositions and plant closures acquisitions 2022 so.f.ter . s.p.a . on december 1 , 2016 , the company acquired 100% ( 100 % ) of the stock of the forli , italy based so.f.ter . s.p.a . ( "softer" ) , a leading thermoplastic compounder . the acquisition of softer increases the company's global engineered materials product platforms , extends the operational model , technical and industry solutions capabilities and expands project pipelines . the acquisition was accounted for as a business combination and the acquired operations are included in the advanced engineered materials segment . pro forma financial information since the respective acquisition date has not been provided as the acquisition did not have a material impact on the company's financial information . the company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date . the excess of the purchase price over the aggregate fair values was recorded as goodwill ( note 2 and note 11 ) . the company calculated the fair value of the assets acquired using the income , market , or cost approach ( or a combination thereof ) . fair values were determined based on level 3 inputs ( note 2 ) including estimated future cash flows , discount rates , royalty rates , growth rates , sales projections , retention rates and terminal values , all of which require significant management judgment and are susceptible to change . the purchase price allocation is based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available . the final fair value of the net assets acquired may result in adjustments to the assets and liabilities , including goodwill . however , any subsequent measurement period adjustments are not expected to have a material impact on the company's results of operations . the preliminary purchase price allocation for the softer acquisition is as follows : december 1 , 2016 ( in $ millions ) .

Table: as ofdecember 1 2016 ( in $ millions ) cash and cash equivalents 11 trade receivables - third party and affiliates 53 inventories 58 property plant and equipment net 68 intangible assets ( note 11 ) 79 goodwill ( note 11 ) ( 1 ) 106 other assets ( 2 ) 33 total fair value of assets acquired 408 trade payables - third party and affiliates -41 ( 41 ) total debt ( note 14 ) -103 ( 103 ) deferred income taxes -30 ( 30 ) other liabilities -45 ( 45 ) total fair value of liabilities assumed -219 ( 219 ) net assets acquired 189

______________________________ ( 1 ) goodwill consists of expected revenue and operating synergies resulting from the acquisition . none of the goodwill is deductible for income tax purposes . ( 2 ) includes a $ 23 million indemnity receivable for uncertain tax positions related to the acquisition . transaction related costs of $ 3 million were expensed as incurred to selling , general and administrative expenses in the consolidated statements of operations . the amount of pro forma net earnings ( loss ) of softer included in the company's consolidated statement of operations was approximately 2% ( 2 % ) ( unaudited ) of its consolidated net earnings ( loss ) had the acquisition occurred as of the beginning of 2016 . the amount of softer net earnings ( loss ) consolidated by the company since the acquisition date was not material. .

Question: if the tax controversy from softer is resolved favorably , what would the gross assets acquired be , in millions?
Answer: 385
Calculation: subtract(408, 23)
Explanation: no payment on the tax indemnity