Dow Chemical 2015 Annual Report Download - page 13

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The Dow Chemical Company and Subsidiaries
Throughout this Annual Report on Form 10-K, except as otherwise noted by the context, the terms "Company" or "Dow" as
used herein mean The Dow Chemical Company and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating
to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear
throughout this report including, without limitation, the following sections: “Item 1. Business,” “Management's Discussion and
Analysis,” and “Risk Factors.” These forward-looking statements are generally identified by the words “anticipate,” “believe,”
“estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “should,” “strategy,” “will,”
“would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ
materially from the forward-looking statements.
This document also contains statements about Dow's agreement to effect an all-stock, merger of equals strategic combination
with E. I. du Pont de Nemours and Company ("DuPont") resulting in a new combined company ("Diamond-Orion HoldCo")
and then, subsequent to the merger, Dow and DuPont intend to pursue the separation of Diamond-Orion HoldCo's agriculture
business, specialty business and material science business through one or more tax-efficient transactions (collectively, the
"Transaction"). Many factors could cause actual results to differ materially from these forward-looking statements with respect
to the Transaction, including (i) the completion of the proposed Transaction on anticipated terms and timing, including
obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion and growth of the new combined company’s operations
and other conditions to the completion of the merger, (ii) the ability of Dow and DuPont to integrate the business successfully
and to achieve anticipated synergies, risks and costs and pursuit and/or implementation of the potential separation, including
timing anticipated, any changes to the configuration of businesses included in the potential separation if implemented, (iii)
potential litigation relating to the proposed Transaction that could be instituted against Dow, DuPont or their respective
directors, (iv) the risk that disruptions from the proposed Transaction will harm Dow’s or DuPont’s business, including current
plans and operations, (v) the ability of Dow or DuPont to retain and hire key personnel, (vi) potential adverse reactions or
changes to business relationships resulting from the announcement or completion of the merger, (vii) uncertainty as to the long-
term value of Diamond-Orion HoldCo common stock, (viii) continued availability of capital and financing and rating agency
actions, (ix) legislative, regulatory and economic developments, (x) potential business uncertainty during the pendency of the
merger that could affect Dow’s and/or DuPont’s economic performance, (xi) certain contractual restrictions that could be
imposed on Dow and/or DuPont during the pendency of the merger that might impact Dow’s or DuPont’s ability to pursue
certain business opportunities or strategic transactions and (xii) unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in
the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the
U.S. Securities and Exchange Commission in connection with the proposed merger. While the list of factors presented here is,
and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list
should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse
effect on Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Dow nor
DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result
of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities
and other applicable laws.
A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from
such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K). The Dow
Chemical Company undertakes no obligation to update or revise publicly any forward-looking statements whether because of
new information, future events, or otherwise, except as required by securities and other applicable laws.