DuPont 2015 Annual Report Download - page 23

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Part II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
22
CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,”
“anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements that address
expectations or projections about the future, including statements about the company's strategy for growth, product development,
regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring
actions, outcome of contingencies, such as litigation and environmental matters, expenditures, financial results, and timing of, as
well as expected benefits, including synergies, from the proposed merger with The Dow Chemical Company (Dow) and intended
post-merger separations, are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or
realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company's control. Some
of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-
looking statements are:
• Risks related to the agreement between DuPont and Dow to effect an all-stock merger of equals, including the completion
of the proposed transaction on anticipated terms and timing, the ability to fully and timely realize the expected benefits
of the proposed transaction and risks related to the intended business separations contemplated to occur after the completion
of the proposed transaction;
• Volatility in energy and raw material prices;
• Failure to develop and market new products and optimally manage product life cycles;
• Outcome of significant litigation and environmental matters, including those related to divested businesses, including
realization of associated indemnification assets, if any;
• Failure to appropriately manage process safety and product stewardship issues;
• Ability to obtain and maintain regulatory approval for its products especially in the Agriculture segment;
• Failure to realize all of the expected benefits from cost and productivity initiatives to the extent and as anticipated;
• Effect of changes in tax, environmental and other laws and regulations or political conditions in the United States of
America (U.S.) and other countries in which the company operates;
• Conditions in the global economy and global capital markets, including economic factors such as inflation, deflation,
fluctuation in currency rates, interest rates and commodity prices;
• Failure to appropriately respond to market acceptance, government rules, regulations and policies affecting products
based on biotechnology;
• Impact of business disruptions, including supply disruptions, and security threats, regardless of cause, including acts of
sabotage, cyber-attacks, terrorism or war, natural disasters and weather events and patterns which could affect demand
as well as availability of product, particularly in the Agriculture segment;
• Ability to discover, develop and protect new technologies and enforce the company's intellectual property rights; and
• Successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses.
For some of the important factors that could cause the company's actual results to differ materially from those projected in any
such forward-looking statements, see the Risk Factors discussion set forth under Part I, Item 1A beginning on page 10.
Overview
DuPont Dow Merger of Equals On December 11, 2015, DuPont and Dow announced entry into an Agreement and Plan of
Merger (the Merger Agreement), under which the companies will combine in an all-stock merger of equals. The merger transaction
is expected to close in the second half of 2016, subject to customary closing conditions, including regulatory approvals and approvals
by both DuPont and Dow shareholders. The combined company will be named DowDuPont.
DuPont and Dow intend to pursue, subject to the receipt of approval by the board of directors of DowDuPont, the separation of
the combined company’s agriculture business, specialty products business and material science business through a series of one
or more tax-efficient transactions (collectively, the Business Separations.)
In connection with the planned merger, the company incurred $10 million in transaction related costs, which were recorded in
selling, general and administrative expenses in the Consolidated Income Statement for the year ended December 31, 2015.