Dow Chemical 2014 Annual Report Download - page 105

81
The 1Q12 Restructuring activities were substantially completed in 2013, with remaining liabilities related to severance and
contract cancellation fees to be settled over time.
Dow expects to incur additional costs in the future related to its restructuring activities, as the Company continually looks for
ways to enhance the efficiency and cost effectiveness of its operations, and to ensure competitiveness across its businesses and
geographic areas. Future costs are expected to include demolition costs related to closed facilities; these costs will be
recognized as incurred. The Company also expects to incur additional employee-related costs, including involuntary
termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time.
2014 Adjustments to the 4Q12 Restructuring Plan
In 2014, the Company reduced the 4Q12 Restructuring reserve related to contract cancellation fees by $3 million, impacting
Performance Materials & Chemicals.
2013 Adjustments to 1Q12 and 4Q12 Restructuring Plans
In 2013, the Company reduced the 4Q12 Restructuring reserve related to contract cancellation fees by $6 million, impacting
Performance Plastics. The Company also reduced the 1Q12 Restructuring reserve related to the adjustment of contract
cancellation fees and asbestos abatement costs by $16 million, impacting Infrastructure Solutions ($1 million) and Performance
Materials & Chemicals ($15 million).
NOTE 4 – ACQUISITIONS
Acquisition of Cooperativa Central de Pesquisa Agrícola's Seed Business
On July 2, 2014, Dow AgroSciences LLC ("DAS") signed a binding agreement to purchase Cooperativa Central de Pesquisa
Agrícola's ("Coodetec") seed business, pending regulatory approval by the Brazilian Antitrust Authority ("CADE"). CADE
approved the transaction on December 12, 2014. On January 30, 2015, DAS acquired Coodetec's seed business for
approximately $145 million, with approximately half of the purchase price to be paid in the first quarter of 2015 and the
remaining portion to be paid in two equal installments in February 2016 and February 2017. The acquisition of Coodetec's seed
business is expected to advance the development of Dow AgroSciences' soybean program and strengthen the Company’s
position in the corn market segment.
Pending Acquisition of ExxonMobil Chemical Company's Interest in Univation Technologies, LLC
On October 2, 2014, the Company signed a definitive agreement with ExxonMobil Chemical Company ("ExxonMobil") to
restructure the ownership of Univation Technologies, LLC ("Univation"), currently a 50:50 joint venture between Dow and
ExxonMobil. This transaction will result in Univation becoming a wholly owned subsidiary of Dow. This transaction is
expected to close in the first half of 2015, pending regulatory approvals.
NOTE 5 – DIVESTITURES
During the fourth quarter of 2014, the Company adopted ASU 2014-08. In accordance with this guidance, the Company
evaluated the pending divestitures of the Sodium Borohydride business and ANGUS Chemical Company ("ANGUS") (both
discussed below) and determined that they do not have a major effect on the Company’s operations and financial results and do
not qualify as individually significant components of the Company. As a result, the Sodium Borohydride business and ANGUS
will not be reported as discontinued operations. In addition, the Sodium Borohydride and ANGUS assets and liabilities are
immaterial and are not reflected as held for sale in the Company's consolidated balance sheets.
Divestiture of the Global Sodium Borohydride Business
On December 5, 2014, the Company signed a definitive agreement to sell its global Sodium Borohydride business, currently
part of the Performance Materials & Chemicals segment, to Vertellus Specialty Materials LLC for approximately $190 million.
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 transaction closed
on January 30, 2015.
Divestiture of ANGUS Chemical Company
On November 12, 2014, the Company signed a definitive agreement to sell ANGUS Chemical Company (“ANGUS”),
currently part of the Performance Materials & Chemicals segment, to Golden Gate Capital for $1.215 billion. 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