Russia. On November 15, 2022, Arconic completed the sale of all of its operations in Russia to Promishlennie Investitsii LLC, the majority owner of VSMPO-AVISMA Corporation, for cash proceeds of $230. The transaction closed after the Company received all required approvals, resulting in the receipt of the cash consideration in exchange for all of Arconic’s net assets in Russia. These net assets included $203 of cash held in Russia that was not available for distribution to the parent company because of injunctions imposed as a result of litigation initiated in March 2020 by the Federal Antimonopoly Service of the Russian Federation (see Litigation in Note T). The legal form of the transaction was a stock sale of all of the Company’s Russian subsidiaries. VSMPO-AVISMA Corporation owns a limited portion of one of these legal entities, which was reported as Noncontrolling interest in the accompanying Consolidated Financial Statements prior to consummation of the sale transaction. The decision to pursue a sale was the result of a strategic review of alternatives completed in May 2022 by management with respect to Arconic’s Russian operations in consideration of the sanctions and other trade restrictions levied against Russia beginning in February 2022 and preliminary injunctions imposed on the Company’s operations in Russia by the Federal Antimonopoly Service of the Russian Federation, which included a prohibition on the ability of Arconic’s Russian subsidiaries to pay dividends to the parent company. In connection with this transaction, the Company recognized a loss of $306 ($304 after-tax), which was recorded in Restructuring and other charges (see Note E) on the accompanying Statement of Consolidated Operations. The loss includes the write-off of goodwill of $14 (see Note O).

Prior to the sale transaction, the Company continued to conduct business in Russia to fulfill existing obligations in accordance with applicable laws, regulations, and international rules. Arconic’s former operations in Russia were comprised of one principal location in Samara, which manufactured sheet, plate, extrusions, and forgings across all of the Company’s end markets. The Samara facility continued to operate at relatively normal levels despite the imposition of sanctions and trade restrictions that limit a Russian entity’s ability to export goods, as Samara’s operations primarily served customer demand within Russia. The Samara facility had approximately 2,900 employees at the time of divestiture.

Arconic’s former local Russian management team continued to operate the Samara facility through November 14, 2022 without undue influence imposed by any third-party, including the Russian government. Additionally, other than the prohibition on dividend payments to the parent company, the Company did not encounter any other significant constraints related to its control over the now former Russian subsidiaries. As a result, Arconic reported the financial results of its former Russian operations through November 14, 2022 in the Company’s Consolidated Financial Statements and within Arconic’s Rolled Products segment. Additionally, the Company did not record an impairment of long-lived or other assets in any prior financial reporting period given the relatively normal operating levels at Samara and lack of any triggering events in such periods.

Building and Construction Systems. On June 6, 2022, the Company announced that it is evaluating strategic options for the businesses that comprise the Building and Construction Systems segment, including exploring a sale of its architectural systems business (Kawneer® brand). Subsequent to this announcement, Arconic initiated a sale process with respect to its architectural systems business, which has six principal locations in the United States, Canada, and Europe. Products manufactured under the Kawneer brand include windows, doors, and curtain walls. This business generated third-party sales of approximately $970 in 2022 and had approximately 2,900 employees as of December 31, 2022.

Itapissuma. On February 1, 2020, Arconic completed the sale of its aluminum rolling mill (aseptic foil and sheet products) in Itapissuma, Brazil to Companhia Brasileira de Alumínio for a net $46 in cash. In December 2020, the Company paid $4 in cash to Companhia Brasileira de Alumínio to settle certain working capital and other post-closing adjustments. Additionally, in June 2021, the Company paid $2 in cash to Companhia Brasileira de Alumínio to settle the remaining working capital and other post-closing adjustments. Arconic has recognized a cumulative loss of $60 (pretax) on this transaction, composed of the following: a charge of $53 in 2019 for the non-cash impairment of the carrying value (i.e., write-down to fair value) of the rolling mill’s net assets, primarily properties, plants, and equipment, as a result of entering into an agreement in August 2019 to sell this rolling mill; a charge of $6 in February 2020 for further necessary adjustments upon completion of the divestiture; and a charge of $1 in March 2021 for a then-proposed final settlement of the remaining post-closing adjustments and other items. Each of these amounts were recorded in Restructuring and other charges (see Note E) on the accompanying Statement of Consolidated Operations in the respective reporting periods. This transaction is no longer subject to post-closing adjustments. Prior to the divestiture, this rolling mill’s operating results and assets and liabilities were reported in Arconic’s Rolled Products segment. The rolling mill generated third-party sales of $143 in 2019 and, at the time of divestiture, had approximately 500 employees.

Changwon. On March 1, 2020, Arconic completed the sale of its hard alloy extrusions plant in South Korea to SeAH Besteel Corporation for a net $55 in cash, resulting in a gain of $31 (pretax), which was recorded in Restructuring and other charges (see Note E) on the accompanying Statement of Consolidated Operations. The gain is net of a $6 write-off of related goodwill. In May 2020, the Company received an additional $1 in cash as a result of a post-closing adjustment, which was previously contemplated in the aforementioned gain. This transaction is no longer subject to post-closing adjustments. Prior to the divestiture, this plant’s operating results and assets and liabilities were reported in Arconic’s Extrusions segment. The extrusions plant generated third-party sales of $51 in 2019 and, at the time of divestiture, had approximately 160 employees.

Texarkana. In October 2018, Arconic sold its Texarkana (Texas) rolling mill and cast house, which had a combined net book value of $63, to Ta Chen International, Inc. for $302 in cash plus additional contingent consideration of up to $50, of which $25 was received prior to 2020. The contingent consideration related to the achievement of various milestones associated with operationalizing the rolling mill equipment within 36 months of the transaction closing date. In 2020, Arconic received the remaining contingent consideration of $25, which was recorded as a gain in Restructuring and other charges (see Note E) on the accompanying Statement of Consolidated Operations. As of December 31, 2020, there was no remaining contingent consideration associated with this transaction.