Obligation Dupont de Nemours 2.3% ( US263534CP24 ) en USD

Dupont de Nemours

100 % ▲

Etas-Unis

US263534CP24 ( en USD )

2.3% par an ( paiement semestriel )

15/07/2030

Prospectus brochure de l'obligation DuPont US263534CP24 en USD 2.3%, échéance 15/07/2030

2 000 USD

500 000 000 USD

263534CP2

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/07/2025 ( Dans 76 jours )

DuPont de Nemours, Inc. est une société américaine de science et de technologie spécialisée dans les matériaux scientifiques, les produits chimiques de spécialité et les produits agricoles.

L'obligation DuPont (US263534CP24, CUSIP 263534CP2) émise aux États-Unis, d'une valeur nominale de 500 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 2,3% et arrive à échéance le 15/07/2030, avec des paiements semestriels, un montant minimal d'achat de 2000 USD et des notations A- (S&P) et A3 (Moody's).

424B2
424B2 1 d876711d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-231871-01
CALCULATION OF REGISTRATION FEE

Amount to be
Maximum offering
Maximum aggregate
Amount of
Title of each class of securities to be registered

registered

price per unit

offering price

registration fee(1)
1.700% Senior Notes Due 2025

$500,000,000

99.910%

$499,550,000

$64,841.59
2.300% Senior Notes Due 2030

$500,000,000

99.637%

$498,185,000

$64,664.41
Total

$1,000,000,000

--

$997,735,000

$129,506.00

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus dated February 14, 2020)
$1,000,000,000

E.I. du Pont de Nemours and Company
d/b/a
Corteva Agriscience
$500,000,000 1.700% Senior Notes due 2025
$500,000,000 2.300% Senior Notes due 2030

E.I. du Pont de Nemours and Company d/b/a Corteva Agriscience (the "issuer", "EID", "Corteva Agriscience", the "Company", "we", "us" or "our") is offering
$500,000,000 aggregate principal amount of our Senior Notes due 2025 (the "2025 notes") and $500,000,000 aggregate principal amount of our Senior Notes due 2030 (the "2030
notes" and, together with the 2025 notes, the "notes"). The 2025 notes will bear interest at a rate of 1.700% per annum, payable semi-annually in arrears on January 15 and July 15
of each year, commencing on January 15, 2021, and the 2030 notes will bear interest at a rate of 2.300% per annum, payable semi-annually in arrears on January 15 and July 15 of
each year, commencing on January 15, 2021. The 2025 notes will mature on July 15, 2025, and the 2030 notes will mature on July 15, 2030.
We may, at our option, redeem either series of notes in whole at any time or in part from time to time at the applicable redemption prices described under "Description of
Notes--Optional Redemption." If a Change of Control Triggering Event (as defined herein) occurs in respect of a series of notes, we will be required to offer to repurchase such
series of notes from holders at a repurchase price equal to 101% of the principal amount thereof, plus accrued interest, to, but not including, the repurchase date. See "Description
of Notes--Change of Control."
We intend to use the net proceeds from the sale of the notes, which are expected to be approximately $988.8 million after deducting the underwriting discounts and the
payment of expenses related to the offering, for general corporate purposes, which may include discretionary contributions to our United States principal pension plan and repayment
of other indebtedness.
The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness from time to
time outstanding. The notes will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the value of the assets securing such
indebtedness. The notes will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries. The notes will be
issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each series of notes will be a new issue of securities with no established trading market. We do not intend to list the notes on any securities exchange or any automated
dealer quotation system.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-5 of this prospectus supplement and on page 4 of the accompanying
prospectus, the risk factors included in our periodic reports that we file with the U.S. Securities and Exchange Commission (the "SEC") and other information included
or incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of certain risks that you should consider in connection
with making an investment in the notes.

Public Offering
Underwriting
Proceeds, Before

Price(1)

Discount

Expenses, to Us
Per 2025 note

99.910%

0.600%

99.310%
Total

$
499,550,000
$
3,000,000
$
496,550,000
Per 2030 note

99.637%

0.650%

98.987%
Total

$
498,185,000
$
3,250,000
$
494,935,000
Combined total for the notes

$
997,735,000
$
6,250,000
$
991,485,000
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2

(1)
Plus accrued interest, if any, from May 15, 2020, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the notes will be delivered to investors on or about May 15, 2020 in book-entry form only through the facilities of The Depository Trust Company for the
benefit of its participants, which may include Clearstream Banking S.A. and Euroclear Bank S.A./N.V., against payment in New York, New York.

Joint Book-Running Managers

Credit Suisse

J.P. Morgan

Goldman Sachs & Co. LLC
BofA Securities

Citigroup
Mizuho Securities

MUFG
SMBC Nikko
Senior Co-Managers

Barclays

BNP PARIBAS

HSBC
Santander
SOCIETE GENERALE

Standard Chartered Bank

TD Securities
Wells Fargo Securities
Co-Managers

BBVA
Credit Agricole CIB

Morgan Stanley

Rabo Securities

Scotiabank

US Bancorp
Citizens Capital
Deutsche Bank
ING
Ramirez &
Siebert Williams
Westpac Capital
Markets

Securities

Co., Inc.

Shank

Markets LLC

The date of this prospectus supplement is May 13, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-9
DESCRIPTION OF NOTES
S-10
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-22
UNDERWRITING
S-26
LEGAL MATTERS
S-32
EXPERTS
S-32
WHERE YOU CAN FIND MORE INFORMATION
S-32
TABLE OF CONTENTS
Prospectus

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
3
THE COMPANY
3
RISK FACTORS
4
USE OF PROCEEDS
4
DESCRIPTION OF SECURITIES
5
DESCRIPTION OF CAPITAL STOCK
5
DESCRIPTION OF DEPOSITARY SHARES
8
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
9
DESCRIPTION OF WARRANTS
12
DESCRIPTION OF SUBSCRIPTION RIGHTS
13
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
14
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
SELLING SECURITYHOLDERS
14
PLAN OF DISTRIBUTION
14
LEGAL MATTERS
15
EXPERTS
15

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which contains the specific terms of this offering and the notes
offered. The second part is the accompanying prospectus, which is part of the Registration Statement on Form S-3 of Corteva, Inc. and EID (File
No. 333-231871) initially filed with the SEC on May 31, 2019, as amended by Post-Effective Amendment No. 1, filed with the SEC on February 14, 2020,
which provides more general information about securities we may offer from time to time, some of which may not apply to this offering. This prospectus
supplement and the information incorporated by reference in this prospectus supplement adds to, updates and, where applicable, modifies and supersedes
information contained or incorporated by reference in the accompanying prospectus. To the extent information in this prospectus supplement or the
information incorporated by reference in this prospectus supplement is inconsistent with the accompanying prospectus or the information incorporated by
reference therein, then this prospectus supplement or the information incorporated by reference in this prospectus supplement will apply and will, to the
extent inconsistent therewith, supersede the information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we have
referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus. You should rely only on the
information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any applicable free writing
prospectus. We have not, and the underwriters have not, authorized any person to provide you with any information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any applicable free writing prospectus. We do not, and the
underwriters do not, take any responsibility for, and we cannot assure you as to the reliability of, any other information that others may give you.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. This prospectus supplement, the accompanying prospectus and any applicable free writing prospectus do not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an
offer to buy those securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. See "Underwriting."
The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the respective dates on the front
covers hereof and thereof, the information contained in any related free writing prospectus will be accurate only as of the date of that document and the
information contained in any document incorporated by reference into this prospectus supplement or the accompanying prospectus is accurate only as of the
date of such document. Our business, financial condition, results of operations and prospects may have changed since those respective dates.
Unless otherwise expressly stated or the context otherwise requires, the words "EID," "Corteva Agriscience," the "Company," "we," "us" and "our"
as used in this prospectus supplement refer to E.I. du Pont de Nemours and Company and its subsidiaries. However, on the front cover of this prospectus
supplement and in the sections in this prospectus supplement entitled "Description of Notes" and "Prospectus Supplement SummaryThe Offering,"
references to "EID," "Corteva Agriscience," the "Company," "we," "us" and "our" are to E.I. du Pont de Nemours and Company and not to any of its
subsidiaries. E.I. du Pont de Nemours and Company d/b/a Corteva Agriscience is a direct subsidiary of Corteva, Inc. Corteva, Inc. is a holding company
and substantially all of its operations are currently conducted through E.I. du Pont de Nemours and Company and its subsidiaries.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein contain certain estimates
and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), which are intended to be covered by the safe harbor provisions for forward-
looking statements contained in the Private Securities Litigation Reform Act of 1995, and 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 Corteva Agriscience'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
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
and environmental matters, expenditures, and financial results, as well as expected benefits from, the separation of Corteva, Inc. from DowDuPont Inc., are
forward-looking statements.
Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or
realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva Agriscience's control.
While the list of factors presented below is 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 Corteva
Agriscience's business, results of operations and financial condition. Some of the important factors that could cause Corteva Agriscience's actual results to
differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva
Agriscience's pipeline; (ii) effect of competition and consolidation in Corteva Agriscience's industry; (iii) failure to obtain or maintain the necessary
regulatory approvals for some Corteva Agriscience's products; (iv) failure to enforce Corteva Agriscience's intellectual property rights or defend against
intellectual property claims asserted by others; (v) effect of competition from manufacturers of generic products; (vi) impact of Corteva Agriscience's
dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (vii) costs of complying with evolving regulatory
requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of the degree of public understanding
and acceptance or perceived public acceptance of Corteva Agriscience's biotechnology and other agricultural products; (ix) effect of changes in agricultural
and related policies of governments and international organizations; (x) effect of industrial espionage and other disruptions to Corteva Agriscience's supply
chain, information technology or network systems; (xi) competitor's establishment of an intermediary platform for distribution of Corteva Agriscience's
products; (xii) effect of volatility in Corteva Agriscience's input costs; (xiii) failure to raise capital through the capital markets or short-term borrowings on
terms acceptable to Corteva Agriscience; (xiv) failure of Corteva Agriscience's customers to pay their debts to Corteva Agriscience, including customer
financing programs; (xv) failure to realize the anticipated benefits of the internal reorganizations taken by DowDuPont Inc. in connection with the spin-off
of Corteva, Inc., including failure to benefit from significant cost synergies; (xvi) risks related to the indemnification obligations of legacy EID liabilities in
connection with the separation of Corteva, Inc.; (xvii) increases in pension and other post-employment benefit plan funding obligations; (xviii) effect of
compliance with laws and requirements and adverse judgments on litigation; (xix) risks related to Corteva Agriscience's global operations; (xx) effect of
climate change and unpredictable seasonal and weather factors; (xxi) effect of counterfeit products; (xxii) failure to effectively manage acquisitions,
divestitures, alliances and other portfolio actions; (xxiii) risks related to non-cash charges from impairment of goodwill or intangible assets; (xxiv) risks
related to the coronavirus ("COVID-19"); (xxv) risks related to oil and commodity markets; and (xxvi) other risks related to the separation of Corteva, Inc.
from DowDuPont Inc.

S-iii
Table of Contents
Additionally, there may be other risks and uncertainties that Corteva Agriscience is unable to currently identify or that Corteva Agriscience does not
currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future
results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva Agriscience's management and expressed
in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or
accomplished. Corteva Agriscience disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required
by applicable law. 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 this prospectus supplement and the accompanying prospectus and in our periodic reports that we file with the
SEC. See "Risk Factors."

S-iv
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. It does not contain all of the information you should consider before making an investment decision with respect to the notes. You should
read this entire prospectus supplement, including the section entitled "Risk Factors," the accompanying prospectus, any related free writing
prospectus and the documents incorporated by reference herein and therein and the other documents to which we refer for a more complete
understanding of our business and this offering.
About Corteva Agriscience
Corteva, Inc. combines the strengths of the Pioneer and Crop Protection businesses of E.I. du Pont de Nemours and Company d/b/a Corteva
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
Agriscience and the Dow AgroSciences business to create a leading global provider of seed and crop protection solutions focused on the agriculture
industry. Corteva Agriscience is focused on advancing its science-based innovation, which aims to deliver a wide range of improved products and
services to its customers. Through the merger of the EID and Dow AgroSciences innovation pipelines, Corteva Agriscience has one of the broadest
and most productive new product pipelines in the agriculture industry. Corteva Agriscience intends to leverage its rich heritage of scientific
achievement to advance its robust innovation pipeline and continue to shape the future of responsible agriculture. New products are crucial to solving
farmers' productivity challenges amid a growing global population while addressing natural resistance, regulatory changes, safety requirements and
competitive dynamics. Corteva Agriscience's investment in technology-based and solution-based product offerings allows it to meet farmers'
evolving needs while ensuring that its investments generate sufficient returns. Meanwhile, through Corteva Agriscience's unique routes to market, it
continues to work face-to-face with farmers around the world to deeply understand their needs. Corteva Agriscience's broad portfolio of agriculture
solutions fuels farmer productivity in approximately 140 countries. Total worldwide employment at December 31, 2019 was about 21,000 people.
E.I. du Pont de Nemours and Company is a direct subsidiary of Corteva, Inc., which, on June 1, 2019, became an independent, publicly traded
company through the previously announced separation of the agriculture business of DowDuPont Inc. Corteva, Inc. currently conducts substantially all
of its operations through E.I. du Pont de Nemours and Company and its subsidiaries. EID is deemed to be the predecessor to Corteva, Inc. and
continues to be a reporting company, with the historical results of EID deemed the historical results of Corteva, Inc. for periods prior to and including
May 31, 2019.
The principal executive office of EID is located at 974 Centre Road, Wilmington, Delaware 19805. Our telephone number is (302) 485-3000,
and our Internet website address is www.corteva.com. Information on or accessible through our website does not constitute part of, and is not
incorporated by reference in, this prospectus supplement, the accompanying prospectus or any related free writing prospectus and should not be relied
upon in connection with making any investment decision with respect to the notes.

S-1
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The following summary is not intended to be complete. You should carefully review the section entitled "Description of
Notes" in this prospectus supplement and the section entitled "Description of Debt Securities and Guarantees" in the accompanying prospectus, each
of which contains a more detailed description of the terms and conditions of the notes, including definitions of the capitalized terms used in this
summary . Unless the context requires otherwise, references to the "Company," "we," "us" or "our" in this subsection refer to E.I. du Pont de
Nemours and Company d/b/a Corteva Agriscience and not to any of its subsidiaries.

Issuer
E.I. du Pont de Nemours and Company.
Securities Offered; Further Issuances
$500,000,000 aggregate principal amount of 1.700% Senior Notes due
2025.

$500,000,000 aggregate principal amount of 2.300% Senior Notes due
2030.
The notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. We may, from time
to time without the consent of the holders of the notes, issue additional
notes of a series having the same ranking and interest rate, maturity
and other terms as the notes of such series offered hereby. Any such
additional notes, together with the notes of such series offered hereby,
will constitute a single series of notes under the indenture governing
the notes.
Maturity Date
The 2025 notes will mature on July 15, 2025.

The 2030 notes will mature on July 15, 2030.
Interest Rate
The 2025 notes will bear interest at a rate equal to 1.700% per annum.

The 2030 notes will bear interest at a rate equal to 2.300% per annum.
Interest Payment Dates
Interest on the 2025 notes will accrue from May 15, 2020 and be paid
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
semi-annually in arrears on January 15 and July 15 of each year,
commencing on January 15, 2021.

Interest on the 2030 notes will accrue from May 15, 2020 and be paid
semi-annually in arrears on January 15 and July 15 of each year,
commencing on January 15, 2021.
Use of Proceeds
We intend to use the net proceeds from the sale of the notes, which
are expected to be approximately $988.8 million after deducting the
underwriting discounts and the payment of expenses related to the
offering, for general corporate purposes, which may include
discretionary contributions to our United States principal pension plan
and repayment of other indebtedness. See "Use of Proceeds."

S-2
Table of Contents
Ranking
The notes will:
· ?be our senior unsecured obligations;

· ?rank equally in right of payment with all of our other existing and
future senior unsecured indebtedness;

· ?rank senior in right of payment with any future subordinated
indebtedness; and

· ?be effectively subordinated to any of our existing and future
secured indebtedness to the extent of the value of the assets

securing such indebtedness.
The notes will not be guaranteed by any of our subsidiaries. As a
result, the notes will be structurally subordinated to all existing and
future indebtedness and other liabilities, including trade payables, of
our subsidiaries.

The notes will also not be guaranteed by our parent company,
Corteva, Inc.
Repurchase at the Option of Holders Upon a
If a Change of Control Triggering Event (as defined in "Description of
Change of Control Triggering Event
Notes") occurs in respect of a series of notes, except to the extent we
have exercised our right to redeem the notes of such series, we will be
required to offer to repurchase the notes of such series in cash at a
repurchase price equal to 101% of the aggregate principal amount of
notes repurchased, plus accrued and unpaid interest, if any, on the
notes repurchased to, but excluding, the date of purchase. See
"Description of Notes--Change of Control."
Optional Redemption
We may redeem each series of notes prior to their maturity at our
option either in whole at any time or in part from time to time.

We may redeem each series of notes prior to their Applicable Par Call
Date (as defined in "Description of Notes") at the "make-whole"
redemption price described under the heading "Description of Notes--
Optional Redemption." We may redeem each series of notes on or
after its Applicable Par Call Date at a redemption price equal to 100%
of the principal amount of the notes being redeemed, plus accrued and
unpaid interest thereon to, but excluding, the date of redemption. See
"Description of Notes--Optional Redemption."
Restrictive Covenants
The indenture that will govern the notes will contain certain
covenants that, among other things, limit the ability of us or our
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
subsidiaries to (i) create or incur certain liens, (ii) enter into certain
sale-leaseback

S-3
Table of Contents
transactions and (iii) enter into certain mergers, consolidations and
sales of substantially all of our assets. These covenants are subject to
important qualifications and exceptions. See "Description of Notes--
Certain Covenants."
Absence of Established Market for the Notes
Each series of notes will be a new issue of securities with no
established trading market. Although certain of the underwriters have
informed us that they intend to make a market in the notes, such
underwriters are not obligated to do so and may discontinue market-
making activities at any time without notice. Accordingly, we cannot
assure you that a liquid market for the notes will develop or be
maintained. We do not intend to list the notes on any securities
exchange or any automated dealer quotation system.
Form, Delivery and Clearance
Each series of notes will be registered in book-entry form and will be
represented by one or more global notes registered in the name of The
Depository Trust Company, referred to as the Depositary, or its
nominee. Beneficial interests in the notes will be evidenced by, and
transfers thereof will be effected only through, records maintained by
participants in the Depositary.
Trustee
U.S. Bank National Association.
Governing Law
The notes and the indenture governing the notes will be governed by,
and construed in accordance with, the laws of the State of New York.
Risk Factors
Investing in the notes involves risks. See the "Risk Factors" beginning
on page S-5 of this prospectus supplement, the "Risk Factors" on page
4 of the accompanying prospectus and the risk factors included in our
periodic reports that we file with the SEC for a discussion of the risk
factors you should carefully consider before investing in the notes.

S-4
Table of Contents
RISK FACTORS
Investing in the notes involves risks. Before you invest in the notes, you should carefully consider the following risk factors, in addition to the other
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Specifically, please see "Risk
Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020 and the other information in that and the other reports that we file with the SEC that are incorporated by reference in this prospectus
supplement or the accompanying prospectus for a discussion of risk factors that may affect the business.
Risks Related to the Notes
Our ability to service our debt and meet our cash requirements depends on many factors, some of which are beyond our control.
Our ability to satisfy our debt obligations, including the notes, will depend on our ability to generate sufficient cash flow to service our debt, which
in turn depends on our future financial performance. A range of economic, competitive, business and industry factors will affect our future financial
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
performance, and, as a result, our ability to generate cash flow from operations and to pay our debt, including our obligations under the notes. Many of
these factors, such as significant weather events, fluctuations in commodity markets, economic and financial conditions in our industry and the global
economy, the impact of tariffs and other legislative or regulatory actions on how we conduct our business or competition and initiatives of our competitors,
are beyond our control. For example, disruptions in economic activity resulting from the outbreak of COVID-19, which first emerged in China and has
expanded globally, may have a material adverse impact on our industry, our supply chain and our workforce. If we do not generate enough cash flow from
operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

·
selling assets;

·
reducing or delaying capital investments;

·
seeking to raise additional capital; or

·
refinancing or restructuring our debt.
Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the notes, or to obtain alternative
financing, could materially and adversely affect our business, financial condition, results of operations and prospects.
As of March 31, 2020, after giving effect to this offering (including the application of the proceeds therefrom), we would have had approximately
$3,599.0 million aggregate principal amount of outstanding indebtedness, $30.0 million of which would have been secured indebtedness.
The notes will not be guaranteed by, and will be structurally subordinated to the indebtedness and other liabilities of, our subsidiaries. The notes will
also not be guaranteed by our parent company, Corteva, Inc.
The notes will be obligations of E.I. du Pont de Nemours and Company exclusively and not of any of our subsidiaries, and none of our subsidiaries
will guarantee the notes. Consequently, the notes will be structurally subordinated to all existing and future liabilities of any of our subsidiaries. Our rights
and the rights of our creditors to participate in the assets of any of our subsidiaries in the event that such a subsidiary is liquidated or reorganized will be
subject to the prior claims of such subsidiary's creditors.
We derive substantially all of our revenues from our subsidiaries. As a result, our cash flow and our ability to service our debt and other obligations,
including the notes, will depend on the results of operations of our

S-5
Table of Contents
subsidiaries and upon the ability of our subsidiaries to provide us with cash to pay amounts due on our obligations, including the notes. Our subsidiaries
are separate and distinct legal entities and have no obligation to make payments on the notes or to make funds available to us for that purpose. In addition,
dividends, loans or other distributions from our subsidiaries to us are dependent upon results of operations of our subsidiaries, may be subject to contractual
and other restrictions, may be subject to tax or other laws limiting our ability to repatriate funds from foreign subsidiaries and may be subject to other
business considerations.
In addition, the notes will not be guaranteed by our parent company, Corteva, Inc.
The notes will be unsecured and, therefore, will be effectively subordinated to any secured indebtedness we may incur.
The notes will not be secured by any of our assets. As a result, the notes will be effectively subordinated to any secured debt we or our subsidiaries
may incur to the extent of the value of the assets securing such debt. We have a committed receivables repurchase facility, which is considered a secured
debt facility whereby our obligations are secured by a pledge of related note receivables. In any liquidation, dissolution, bankruptcy or other similar
proceeding, the holders of any of our secured debt and the secured debt of our subsidiaries may assert rights against the assets pledged to secure that debt
in order to receive full payment of their debt before the assets may be used to pay other creditors, including the holders of the notes.
Our credit ratings may not reflect all risks of an investment in the notes and there is no protection in the indenture for holders of the notes in the event
of a ratings downgrade. A downgrade in our credit rating could negatively impact our cost of and ability to access capital.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due, but they may not reflect the potential impact of all
risks related to an investment in the notes. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the
notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in
its sole discretion. We have no obligation to maintain the ratings and neither we nor any underwriter undertakes any obligation to advise holders of notes of
any change in ratings. Each agency's rating should be evaluated independently of any other agency's rating.
We cannot assure you that our credit ratings will not be downgraded in the future. A downgrade in our credit ratings could negatively impact our
cost of capital or our ability to effectively execute aspects of our strategy. If we were to be downgraded, it could be difficult for us to raise debt in the
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2
public debt markets and the cost of any new debt could be much higher than our outstanding debt.
The indenture will not limit the amount of unsecured indebtedness that we or our subsidiaries may incur.
The indenture governing the notes will not limit our ability or that of our subsidiaries to incur additional unsecured indebtedness or contain
provisions that would afford holders of the notes protection in the event of a decline in our credit quality or a take-over (other than in the case of a Change
of Control Triggering Event), recapitalization or highly leveraged or similar transaction. Accordingly, we and our subsidiaries could, in the future, enter
into transactions that could increase the amount of indebtedness outstanding at that time or otherwise adversely affect your position in our consolidated
capital structure or our credit ratings. Any increased leverage could harm our business by limiting our available cash and our access to additional capital.
A Change of Control Triggering Event that would require us to repurchase the notes is subject to a number of significant limitations, and certain
change of control events that affect the market price of the notes may not give rise to any obligation to repurchase the notes.
Although the issuer will be required under the indenture governing the notes to make an offer to repurchase the notes of a series upon the occurrence
of a Change of Control Triggering Event with respect to such series, the

S-6
Table of Contents
circumstances that could constitute a Change of Control Triggering Event are limited in scope and do not include all change of control events that might
affect the market value of the notes. In particular, the issuer is required to repurchase the notes of a series as a result of a change of control only if the notes
of such series are rated below investment grade by each of the ratings agencies during a specified period following such change in control or the
announcement thereof, and such ratings agencies confirm that such downgrade was the result, in whole or in part, of the change of control. We could, in
the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations that would not constitute a change of control under
the notes but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or the credit ratings of the
notes. As a result, the issuer's obligation to repurchase the notes upon the occurrence of a Change of Control Triggering Event is limited and may not
preserve the value of the notes in the event of a highly leveraged transaction, reorganization, merger or similar transaction. See "Description of Notes--
Change of Control."
We may be unable to purchase the notes upon a Change of Control Triggering Event.
The terms of the notes will require us to make an offer to repurchase the notes of a series in cash upon the occurrence of a Change of Control
Triggering Event with respect to such series at a purchase price equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and
unpaid interest, if any, on the notes repurchased to, but excluding, the date of purchase. The occurrence of a change of control would constitute an event of
default under our revolving credit facilities and therefore could cause us to have to repay amounts outstanding thereunder, and any financing arrangements
we may enter into in the future may also require repayment of amounts outstanding in the event of a Change of Control Triggering Event and therefore
limit our ability to fund the repurchase of your notes pursuant to the change of control offer. It is possible that we will not have sufficient funds, or be able
to arrange for additional financing, at the time of the Change of Control Triggering Event to make the required repurchase of notes. If we have insufficient
funds to repurchase all notes that holders tender for purchase pursuant to the change of control offer, and we are unable to raise additional capital, an event
of default would occur under the indenture governing the notes. An event of default could cause any other debt that we may have at that time to become
automatically due, further exacerbating our financial condition and diminishing the value and liquidity of the notes. We cannot assure you that additional
capital would be available to us on acceptable terms, or at all. See "Description of Notes--Change of Control."
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you deem sufficient.
Each series of notes will be a new issue of securities with no established trading market. Although certain of the underwriters have informed us that
they intend to make a market in the notes, such underwriters are not obligated to do so and may discontinue market-making activities at any time without
notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained. If an active trading market fails to develop or
is not maintained, you may not be able to resell your notes at their fair market value or at all. We do not intend to list the notes on any securities exchange
or any automated dealer quotation system.
No assurance can be given as to the market price for the notes.
If holders of the notes are able to resell their notes, the price they receive will depend on many factors that may vary over time, including:

·
our credit ratings;

·
the number of potential buyers of the notes;

·
our financial performance;

·
the amount of total indebtedness we have outstanding;
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

424B2

·
the level, direction and volatility of market interest rates and credit spreads generally;

S-7
Table of Contents

·
the market for similar securities;

·
the repayment and redemption features of the notes; and

·
the time remaining until the notes mature.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market prices of the notes. In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in
value because the premium, if any, over market interest rates will decline. Consequently, if you purchase notes and market interest rates increase, the
market values of your notes may decline. We cannot predict the future level of market interest rates.
As a result of these and other factors, holders of the notes may be able to sell their notes only at a price below that which they believe to be
appropriate, including a price below the price paid for them.

S-8
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes, which are expected to be approximately $988.8 million after deducting the underwriting
discounts and the payment of expenses related to the offering, for general corporate purposes, which may include discretionary contributions to our United
States principal pension plan and repayment of other indebtedness.

S-9
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the 1.700% Senior Notes due 2025 (the "2025 notes") and the 2.300% Senior Notes due 2030
(the "2030 notes and, together with the 2025 notes, the "notes") offered hereby (referred to in the accompanying prospectus as "EID Debt Securities")
supplements and replaces, to the extent inconsistent therewith, the description of the general terms and provisions of the EID Debt Securities set forth
under the caption "Description of Debt Securities and Guarantees" in the accompanying prospectus. Although for convenience the 2025 notes and the
2030 notes are referred to as the "notes," each will be issued as a separate series. The following summary of the notes is qualified in its entirety by
reference to the provisions of the Indenture, to be dated as of the Issue Date (the "Base Indenture"), between E.I. du Pont de Nemours and Company (the
"Company") and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, to be dated as of the
Issue Date (together with the Base Indenture, the "Indenture"), between the Company and the Trustee. The terms of the notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
In this "Description of Notes", references to "we", "our" and "us" refers only to the Company and not any of its subsidiaries.
General
The Company will issue $500,000,000 aggregate principal amount of 1.700% Senior Notes due 2025 and $500,000,000 aggregate principal amount
of 2.300% Senior Notes due 2030, in each case under the Indenture. The 2025 notes will mature on July 15, 2025, and the 2030 notes will mature on
July 15, 2030, in each case unless we redeem or repurchase such notes prior to that date, as described below under "--Optional Redemption" or "--
Change of Control." The notes will constitute senior indebtedness of the Company and will rank pari passu among themselves and with all other unsecured
and unsubordinated indebtedness of the Company. The notes will be issued in fully registered form only, without coupons, in denominations of $2,000 or
any integral multiple of $1,000 in excess thereof. Principal of, and interest on, the notes will be payable, and the transfer of notes will be registrable,
through The Depository Trust Company, New York, New York ("DTC"), as described below. The notes will not benefit from any sinking fund.
https://www.sec.gov/Archives/edgar/data/30554/000119312520142918/d876711d424b2.htm[5/15/2020 8:31:32 AM]

Document Outline

#1">
- #1">