DuPont 2015 Annual Report Download - page 3

Part I
2
ITEM 1. BUSINESS
DuPont was founded in 1802 and was incorporated in Delaware in 1915. Today, DuPont is creating higher growth and higher
value by extending the company’s leadership in agriculture and nutrition, strengthening and growing capabilities in advanced
materials and leveraging cross-company skills to develop a world-leading bio-based industrial business. Through these strategic
priorities, DuPont helps customers find solutions to capitalize on areas of growing global demand — enabling more, safer, nutritious
food; creating high-performance, cost-effective and energy efficient materials for a wide range of industries; and increasingly
delivering renewably sourced bio-based materials and fuels. Total worldwide employment at December 31, 2015 was about 52,000
people. The company has operations in about 90 countries worldwide and 60 percent of consolidated net sales are made to customers
outside the United States of America (U.S.). See Note 21 to the Consolidated Financial Statements for additional details on the
location of the company's sales and property.
Subsidiaries and affiliates of DuPont conduct manufacturing, seed production or selling activities and some are distributors of
products manufactured by the company. As a science and technology based company, DuPont competes on a variety of factors
such as product quality and performance or specifications, continuity of supply, price, customer service and breadth of product
line, depending on the characteristics of the particular market involved and the product or service provided. Most products are
marketed primarily through the company's sales force, although in some regions, more emphasis is placed on sales through
distributors. The company utilizes numerous suppliers as well as internal sources to supply a wide range of raw materials, energy,
supplies, services and equipment. To ensure availability, the company maintains multiple sources for fuels and many raw materials,
including hydrocarbon feedstocks. Large volume purchases are generally procured under competitively priced supply contracts.
DuPont Dow Merger of Equals
On December 11, 2015, DuPont and The Dow Chemical Company (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 and become effective (the Effective Time) 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.)
Subject to the terms and conditions of the Merger Agreement, each share of common stock, par value $0.30 per share, of DuPont
(DuPont Common Stock) issued and outstanding immediately prior to the Effective Time, excluding any shares of DuPont Common
Stock that are held in treasury, will be converted into the right to receive 1.2820 shares of common stock, par value $0.01 per
share, of DowDuPont (DowDuPont Common Stock), for each share of DuPont Common Stock with cash in lieu of any fractional
share of DowDuPont. Each share of DuPont Preferred Stock-$4.50 Series and DuPont Preferred Stock-$3.50 Series, in each case
issued and outstanding immediately prior to the Effective Time, shall remain issued and outstanding and be unaffected by the
merger.
Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each share of common stock, par
value $2.50 per share, of Dow (the Dow Common Stock) issued and outstanding immediately prior to the Effective Time, excluding
any shares of Dow Common Stock that are held in treasury, will be converted into the right to receive one share of DowDuPont
Common Stock and each share of Cumulative Convertible Perpetual Preferred Stock, Series A, par value $1.00 per share, of Dow
(the Dow Preferred) issued and outstanding immediately prior to the Effective Time will be automatically canceled and each holder
of shares of Dow Preferred will be deemed to hold the same number of shares of preferred stock of DowDuPont on equivalent
terms.
See the discussion entitled Dow DuPont Merger of Equals Part I, Item 1A, Risk Factors, and Part II, Item 7 Management’s
Discussion and Analysis of Financial Condition and Results of Operations, and Note 2 to the Consolidated Financial Statements
for further details and a discussion of some of the risks related to the transaction. Additional information about the Merger
Agreement is set forth in the company's Current Report on Form 8-K filed with the SEC on December 11, 2015.