Dow Chemical 2015 Annual Report Download - page 183

Cautionary Notes on Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. In this context, forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as
statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the proposed transaction or to make or take any
filing or other action required to consummate such transaction on a timely matter or at all, are not guarantees of
future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Important risk factors that may cause such a
difference include, but are not limited to, (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 separations, including anticipated timing, any changes to the
configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the
agriculture, material science and specialty products businesses of the combined company post-mergers in one or
more tax efficient transactions on anticipated terms and timing, including a number of conditions which could delay,
prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining
required regulatory approvals or clearances, disruptions in the financial markets or other potential barriers, (iv)
potential litigation relating to the proposed transaction that could be instituted against Dow, DuPont or their
respective directors, (v) the risk that disruptions from the proposed transaction will harm Dow’s or DuPont’s
business, including current plans and operations, (vi) the ability of Dow or DuPont to retain and hire key personnel,
(vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability
of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi)
potential business uncertainty, including changes to existing business relationships, during the pendency of the
merger that could affect Dow’s and/or DuPont’s financial performance, (xii) certain restrictions during the pendency
of the merger that may impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic
transactions and (xiii) 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, are more fully discussed in the joint proxy
statement/prospectus included in the preliminary registration statement on Form S-4 filed with the SEC in
connection with the proposed merger. While the list of factors presented here is, and the list of factors presented in
the preliminary 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.