Divestiture Of Northwest Operations

12 Months Ended

Dec. 31, 2022

Divestiture Of Northwest Operations [Abstract]

Divestiture Of Northwest Operations

(9) Divestiture of Northwest Operations:

On May 1, 2020, we completed the sale of our Northwest Operations pursuant to the terms and conditions of the Purchase Agreement, dated as of May 28, 2019, for gross proceeds of $1,352 million, subject to certain closing adjustments. Net of funding certain pension and other retiree medical liabilities, funding of indebtedness, funding certain escrows and other closing adjustments, we received $1,131 million in proceeds.

A portion of the proceeds from the sale were held in escrow as recourse for indemnity claims that may arise under the purchase agreement for a period of one year after the sale completion date. During the first and second quarters of 2021, all proceeds previously held in escrow related to indemnification obligations, employee liabilities, and adjustments to working capital were received by the Company and as of December 31, 2021, there are no remaining proceeds held in escrow accounts included in other current assets.

Upon closing of the transaction on May 1, 2020, we derecognized net assets of $1,132 million, including property, plant, and equipment of $1,084 million, goodwill of $658 million, a $603 million valuation allowance on our assets held for sale, and $150 million of defined benefit pension and other postretirement benefit plan obligations, net of transferred pension plan assets.

During the year ended December 31, 2020, we recorded a loss on disposal of $162 million, associated with the sale of the Northwest Operations.