Cautionary Statement Regarding Forward Looking Statements
This proxy statement 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,
and similar expressions and variations or negatives of these words.
On April 1, 2019, DuPont completed the separation of its
materials science business into a separate and independent public company by way of a pro rata dividend-in-kind of all the then outstanding stock of Dow Inc. (the
Dow Spin-Off). DuPont completed the separation of its agriculture business into a separate and independent public company on June 1, 2019, by way of a pro rata
dividend-in-kind of all the then outstanding stock of Corteva, Inc. (the Corteva Spin-Off).
On December 15, 2019, DuPont and International Flavors & Fragrances Inc. (IFF) announced they had entered
definitive agreements to combine DuPonts Nutrition & Biosciences business with IFF in a transaction that would result in IFF issuing shares to DuPont shareholders, pending customary closing conditions, other approvals including
regulatory and that of IFFs shareholders.
Forward-looking statements address matters that are, to varying degrees, uncertain
and subject to risks, uncertainties and assumptions, many of which that are beyond DuPonts control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not
guarantees of future results. Some of the important factors that could cause DuPonts actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the parties
ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction with IFF; changes in relevant tax and other laws, (ii) failure to obtain necessary regulatory approvals, approval of
IFFs shareholders, anticipated tax treatment or any required financing or to satisfy any of the other conditions to the proposed transaction with IFF, (iii) the possibility that unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit of the proposed transaction with IFF,
(iv) risks and costs and pursuit and/or implementation of the separation of the N&B Business, including timing anticipated to complete the separation, any changes to the configuration of businesses included in the separation if implemented,
(v) risks and costs related to the Dow Spin-Off and the Corteva Spin-Off (together, the Distributions) including (a) with respect to achieving all
expected benefits from the Distributions; (b) the incurrence of significant costs in connection with the Distributions, including costs to service debt incurred by the Company to establish the relative credit profiles of Corteva, Dow and DuPont
and increased costs related to supply, service and other arrangements that, prior to the Dow Spin-Off, were between entities under the common control of DuPont; (c) indemnification of certain legacy
liabilities of E. I. du Pont de Nemours and Company (Historical EID) in connection with the Corteva Spin-Off; and (d) potential liability arising from fraudulent conveyance and similar laws in
connection with the Distributions; (vi) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter Agreement entered in connection with the
Corteva Spin-Off, related to the transfer of certain levels of assets and businesses; (vii) uncertainty as to the long-term value of DuPont common stock; (viii) potential inability or reduced access
to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade and (ix) other risks to DuPonts business, operations and results of operations including from: failure to develop and market new
products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes;
outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued
availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the
availability of and fluctuations in the cost of energy and raw materials; business or supply disruption, including in connection with the Distributions; ability to effectively manage costs as the companys portfolio evolves; security threats,
such as acts of sabotage, terrorism or war; natural disasters and weather events and patterns; public health issues, endemics and pandemics, including the novel coronavirus (COVID-19), or the fear of such
events; and the inherent unpredictability, severity and duration of such events, which could or could continue to result in a significant operational event for DuPont, adversely impact demand or production; ability to discover, develop and protect
new technologies and to protect and enforce DuPonts intellectual property rights; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as
managements response to any of the aforementioned factors. These risks are and will be more fully discussed in DuPonts current, quarterly and annual reports and other filings made with the SEC, in each case, as may be amended from time
to time in future filings with the SEC. While the list of factors presented here is considered representative, no such list should be considered 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 DuPonts consolidated financial condition, results of operations, credit rating or liquidity. You
should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no 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 some of the significant risks and uncertainties which may cause results and
events to differ materially from such forward-looking statements is included in the section titled Risk Factors (Part I, Item 1A) of DuPonts 2019 Annual Report on Form 10-K as updated by
DuPonts subsequent periodic and current reports filed with the SEC.
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