United states securities and exchange commission

Divestiture of the Global Sodium Borohydride Business

On January 30, 2015, Dow sold its global Sodium Borohydride business ("SBH"), part of the Industrial Intermediates & Infrastructure segment, to Vertellus Performance Chemicals LLC. The divestiture included a manufacturing facility located in Elma, Washington, as well as the associated business, inventory, customer contracts and lists, process technology, business know how and certain intellectual property. The sale was completed for $184 million , net of working capital adjustments and costs to sell, with proceeds subject to customary post-closing adjustments.

Post-closing adjustments were finalized in the fourth quarter of 2015. In 2015, Dow recognized a pretax gain of $20 million on the sale, including post-closing adjustments of $2 million . The gain was included in "Sundry income (expense) - net" in the consolidated statements of income and related to the Industrial Intermediates & Infrastructure segment. Dow recognized an after tax loss of $10 million on the sale, primarily due to non-deductible goodwill included with this transaction.
Divestiture of ANGUS Chemical Company

On February 2, 2015, Dow sold ANGUS Chemical Company (“ANGUS”), part of the Industrial Intermediates & Infrastructure segment, to Golden Gate Capital. The divestiture included the business headquarters and research and development facility in Buffalo Grove, Illinois; manufacturing facilities located in Sterlington, Louisiana, and Ibbenbueren, Germany; a packaging facility in Niagara Falls, New York; as well as the associated business, inventory, customer contracts, process technology, business know how and certain intellectual property. The sale was completed for $1,151 million , net of working capital adjustments, costs to sell and other transaction expenses, with proceeds subject to customary post-closing adjustments. The proceeds included a $10 million note receivable included in "Noncurrent receivables" in the consolidated balance sheets.

Post-closing adjustments were finalized in the fourth quarter of 2015. In 2015, Dow recognized a pretax gain of $682 million on the sale, including post-closing adjustments of $12 million . The gain was included in "Sundry income (expense) - net" in the consolidated statements of income and related to the Industrial Intermediates & Infrastructure segment.
Divestiture of the AgroFresh Business

On July 31, 2015, Dow sold its AgroFresh business, part of the Corporate segment, to Boulevard Acquisition Corp., which was subsequently renamed AgroFresh Solutions, Inc. (“AFSI”). The divestiture included trade receivables, inventory, property, customer lists, trademarks and certain intellectual property. The sale was completed for $859 million , net of working capital adjustments, costs to sell and other transaction expenses, with proceeds subject to customary post-closing adjustments. The proceeds included a $635 million cash payment; 17.5 million common shares of AFSI, which represented a 35 percent equity interest, valued

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at $210 million based on the closing stock price on July 31, 2015, and included in “Investment in nonconsolidated affiliates” in the consolidated balance sheets; and, a receivable for six million warrants to purchase common shares of AFSI, which was valued at $14 million and classified as “Accounts and notes receivable - Other” in the consolidated balance sheets. In addition, Dow has an ongoing tax receivable agreement with AFSI, where AFSI is obligated to share with Dow tax savings associated with the purchase of the AgroFresh business. Dow did not recognize the tax receivable agreement as proceeds.
In 2015, Dow recognized a pretax gain of $626 million on the sale (including post-closing adjustments of $2 million ), of which $128 million related to Dow's retained equity interest in AFSI. The pretax gain was included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.
In the fourth quarter of 2016, as a result of a decline in the market value of AFSI, Dow recognized a $143 million pretax impairment charge related to its equity interest in AFSI. The impairment charge was included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income and related to Corporate. Dow also recognized a pretax loss of $20 million for post-closing adjustments related to non-cash consideration. The post-closing adjustments were included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.
On April 4, 2017, Dow and AFSI revised certain agreements related to the divestiture of the AgroFresh business, including termination of an agreement related to the six million warrants, which was valued at $1 million at December 31, 2016. Dow also entered into an agreement to purchase up to 5,070,358 shares of AFSI's common stock, which represented approximately 10  percent of AFSI's common stock outstanding at signing of the agreement, subject to certain terms and conditions. See Notes 5 , 12 , 22 and  23 for further information on Dow’s equity interest and variable interests in AFSI.
Dow evaluated the divestitures of SBH, ANGUS and AgroFresh and determined they did not represent a strategic shift that had a major effect on Dow’s operations and financial results and did not qualify as individually significant components of Dow. As a result, these divestitures were not reported as discontinued operations.
Divestiture of Investment in MEGlobal

On December 23, 2015, Dow completed the sale of its ownership interest in MEGlobal, a nonconsolidated affiliate, to EQUATE Petrochemical Company K.S.C. ("EQUATE"). Pretax proceeds of $1,472 million , net of costs to sell and other transaction expenses were received. Dow eliminated 42.5 percent of the gain on the sale (equivalent to Dow's ownership interest in EQUATE), or $555 million . A pretax gain of $723 million was recorded on the sale, which is included in “Sundry income (expense) - net” in the consolidated statements of income and related to the Industrial Intermediates & Infrastructure segment. An after-tax gain of $589 million was recognized on the sale. See Note 12 for further information on Dow's equity interest in EQUATE.

NOTE 5 - RESTRUCTURING, GOODWILL IMPAIRMENT AND ASSET RELATED CHARGES - NET

The "Restructuring, goodwill impairment and asset related charges - net" line in the consolidated statements of income is used to record charges for restructuring programs, goodwill impairment, and other asset related charges, which includes other asset impairments.

Restructuring Plans

DowDuPont Cost Synergy Program

In September and November 2017, DowDuPont approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the “Synergy Program”), adopted by the DowDuPont Board of Directors. The plan is designed to integrate and optimize the organization following the Merger and in preparation for the Intended Business Separations. Based on all actions approved to date under the Synergy Program, the Company expects to record total pretax restructuring charges of approximately $2 billion , comprised of approximately $845 million to $935 million of severance and related benefit costs; $400 million to $540 million of asset write-downs and write-offs, and $400 million to $450 million of costs associated with exit and disposal activities. The Synergy Program includes certain asset actions, including strategic decisions regarding the cellulosic biofuel unit reflected in the preliminary fair value measurement of DuPont’s assets as of the Merger date. Current estimated total pretax restructuring charges could be impacted by future adjustments to the preliminary fair value of DuPont’s assets.

As a result of these actions, the Company recorded pretax restructuring charges of $874 million in 2017, consisting of severance and related benefit costs of $510 million , asset write-downs and write-offs of $290 million and costs associated with exit and disposal activities of $74 million . The impact of these charges is shown as "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income. The Company expects to record the remaining restructuring charges over the next two years and expects the Synergy Program to be substantially completed by the end of 2019.

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The following table summarizes the activities related to the Synergy Program, of which $377 million was included in "Accrued and other current liabilities" and $133 million was included in "Other noncurrent obligations" in the consolidated balance sheets.

DowDuPont Synergy Program	Severance and Related Benefit Costs			Asset Write-downs and Write-offs			Costs Associated with Exit and Disposal Activities			Total
In millions
Agriculture	$	—		$	94		$	40		$	134
Performance Materials & Coatings	—			9			2			11
Industrial Intermediates & Infrastructure	—			12			—			12
Packing & Specialty Plastics	—			33			3			36
Electronics & Imaging	—			86			—			86
Nutrition & Biosciences	—			1			—			1
Transportation & Advanced Polymers	—			1			1			2
Safety & Construction	—			21			—			21
Corporate	510			33			28			571
2017 restructuring charges	$	510		$	290		$	74		$	874
Charges against the reserve	—			(290		)	—			(290		)
Non-cash compensation	(7		)	—			—			(7		)
Cash payments	(64		)	—			(3		)	(67		)
Reserve balance at Dec 31, 2017	$	439		$	—		$	71		$	510

Asset Write-downs and Write-offs

The restructuring charges related to the write-down and write-off of assets in 2017 totaled $290 million . Details regarding the write-downs and write-offs are as follows:

•

The Company will close or consolidate several manufacturing, R&D and administrative facilities around the world aligned with the Seed and Crop Protection businesses, including the write-down of other non-manufacturing assets. As a result, the Company recorded a charge of $94 million , related to Agriculture. These facilities will be shut down or consolidated by the end of the fourth quarter of 2019.

•	The Company recorded a charge of $86 million for asset write-downs and write-offs in Electronics & Imaging, including the shutdown of a metalorganic manufacturing facility in Cheonan, South Korea, the write-off of in-process research and development and other intangible assets and the consolidation of certain R&D facilities. The Korean facility will be shut down by the second quarter of 2018.

•	The Company recorded a charge of $22 million for asset write-downs and write-offs aligned with an energy project, including the write-off of capital projects and other non-manufacturing assets in Packaging & Specialty Plastics.

•	The Company wrote-off $21 million of assets in Safety & Construction, including intangible assets as a result of the Clean Filtration Technologies plant shutdown in the fourth quarter of 2017.

•

The Company recorded a charge of $67 million for other miscellaneous asset write-downs and write-offs, including the shutdown of several small manufacturing facilities and the write-off of non-manufacturing assets, certain corporate facilities and data centers. The charge related to Performance Materials & Coatings ( $9 million ), Industrial Intermediates & Infrastructure ( $12 million ), Packaging & Specialty Plastics ( $11 million ), Nutrition & Biosciences ( $1 million ), Transportation & Advanced Polymers ( $1 million ) and Corporate ( $33 million ). These manufacturing facilities will be shut down over the next two years.