Obligation Nemours DuPont 2.169% ( US26614NAA00 ) en USD

Nemours DuPont

100 % ⇌

Etas-Unis

US26614NAA00 ( en USD )

2.169% par an ( paiement semestriel )

30/04/2023 - Obligation échue

Prospectus brochure de l'obligation DuPont de Nemours US26614NAA00 en USD 2.169%, échue

1 000 USD

2 000 000 000 USD

26614NAA0

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

DuPont de Nemours est une société américaine de science et technologie qui développe des matériaux, des produits chimiques et des solutions biobasées pour diverses industries.

L'Obligation émise par Nemours DuPont ( Etas-Unis ) , en USD, avec le code ISIN US26614NAA00, paye un coupon de 2.169% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2023

L'Obligation émise par Nemours DuPont ( Etas-Unis ) , en USD, avec le code ISIN US26614NAA00, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Nemours DuPont ( Etas-Unis ) , en USD, avec le code ISIN US26614NAA00, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-227202
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of each Class of
to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

Per Security

Offering Price

Fee(1)
2.169% Notes due 2023

$2,000,000,000

100.00%

$2,000,000,000

$259,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To prospectus dated September 5, 2018)

DUPONT DE NEMOURS, INC.
$2,000,000,000 2.169% Notes due 2023
The 2.169% Notes due (the "Notes") will bear interest at an annual rate of 2.169%. We will pay interest on the Notes on May 1 and November 1 of each
year, commencing on November 1, 2020. The Notes will mature on May 1, 2023. We may redeem the Notes at our option prior to maturity, in whole or in
part, as described in this prospectus supplement under "Description of Notes--Optional Redemption."
On December 15, 2019, we and International Flavors & Fragrances Inc. ("IFF") entered into definitive agreements to combine our Nutrition & Biosciences
business (the "N&B Business") with IFF as further described herein. The N&B Merger (as defined herein) is expected to close by the end of the first
quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by us of an
opinion of tax counsel. If the N&B Merger is consummated, we will be required to redeem all of the Notes at a redemption price equal to 100% of the
aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to but not including the date of redemption. See "Summary--The N&B
Merger" and "Description of Notes--Special Mandatory Redemption." If we experience a Change of Control Triggering Event (as defined herein) in
respect of the Notes, we may be required to offer to purchase the Notes from holders. See "Description of Notes--Change of Control."
The Notes will be our direct, unsecured general obligations and will rank equally in right of payment with all of our other unsubordinated indebtedness
from time to time outstanding. The Notes will not be obligations of or guaranteed by any of our subsidiaries. As a result, the Notes will be structurally
subordinated to all existing and future debt and other liabilities of our subsidiaries.
Investing in our securities involves risks. Before purchasing the Notes, you should refer to the risk factors included in our most
recent Annual Report on Form 10-K, which is incorporated by reference herein, our other current reports and other information that
we file with the Securities and Exchange Commission (the "SEC") from time to time, in addition to the "Risk Factors" beginning on
page S-15 of this prospectus supplement and on page 7 of the accompanying prospectus.

Public Offering
Underwriting
Proceeds Before

Price(1)

Discount

Expenses

Per Note

100.000%

0.400%

99.600%
Total

$2,000,000,000
$ 8,000,000
$1,992,000,000

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(1)
Plus accrued interest, if any, from May 1, 2020.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes will not be listed on an exchange or quoted on an automated quotation system. There is currently no active trading market for the Notes and we
cannot assure you that an active trading market will develop.
We expect that the Notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about May 1, 2020.
Joint Bookrunners

BofA Securities

Citigroup

MUFG
BNP PARIBAS

Credit Suisse

Goldman Sachs & Co. LLC
J.P. Morgan

Mizuho Securities

SMBC Nikko
Co-Managers

HSBC

Santander

SOCIETE GENERALE

TD Securities

ABN AMRO

Scotiabank

Standard Chartered Bank

US Bancorp

Citizens Capital Markets

Loop Capital Markets

Siebert Williams Shank
The date of this prospectus supplement is April 28, 2020.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-2
TRADEMARKS
S-4
WHERE YOU CAN FIND MORE INFORMATION
S-5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-5
PROSPECTUS SUPPLEMENT SUMMARY
S-6
THE OFFERING
S-10
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
S-13
RISK FACTORS
S-15
USE OF PROCEEDS
S-20
CAPITALIZATION
S-21
DESCRIPTION OF NOTES
S-22
UNITED STATES FEDERAL TAXATION
S-33
UNDERWRITING (CONFLICTS OF INTEREST)
S-36
LEGAL MATTERS
S-42
EXPERTS
S-42
PROSPECTUS

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
5
THE COMPANY
5
RISK FACTORS
7
USE OF PROCEEDS
7
RATIO OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND
REQUIREMENTS
7
DESCRIPTION OF SECURITIES
7
DESCRIPTION OF CAPITAL STOCK
8
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DESCRIPTION OF DEPOSITARY SHARES
12
DESCRIPTION OF DEBT SECURITIES
14
DESCRIPTION OF WARRANTS
17
DESCRIPTION OF SUBSCRIPTION RIGHTS
18
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
19
SELLING SECURITYHOLDERS
19
PLAN OF DISTRIBUTION
19
LEGAL MATTERS
20
EXPERTS
20

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains information regarding this offering of the Notes. The second
part is the accompanying prospectus dated September 5, 2018, which is part of our Registration Statement on Form S-3 (File No. 333-227202).
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.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is
inconsistent with information in the accompanying prospectus or the documents incorporated by reference in this prospectus supplement or the
accompanying prospectus, the information in this prospectus supplement will apply and will supersede the information in the accompanying prospectus or
any documents incorporated by reference, as applicable.
You should rely only on information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related
free writing prospectus issued by us. No person is authorized to give any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus issued by us and, if given or made,
such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus supplement and the
accompanying prospectus, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in our affairs
since the date of this prospectus supplement or that the information contained in this prospectus supplement, the accompanying prospectus or any document
incorporated by reference is accurate as of any time subsequent to the date of such document. Our business, financial condition, results of operations and
prospects may have changed since those respective dates.
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 and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or on behalf of the Underwriters
(as defined below), to subscribe for or purchase any of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any
jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See
"Underwriting (Conflicts of Interest)."
Unless expressly stated otherwise in this prospectus supplement, "we," "us," "our", "DuPont" and "the Company" refer to DuPont de Nemours, Inc.
and its consolidated subsidiaries.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference contain "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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," "will,"
"would," "target," and similar expressions and variations or negatives of these words.
Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements about this offering as well as the N&B Merger, and
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subject to risks, uncertainties and assumptions, many of which are beyond our control, which 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 our 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; (ii) changes in
relevant tax and other laws, (iii) failure to obtain necessary regulatory approvals, approval of IFF's shareholders, anticipated tax treatment or any required
financing or to satisfy any of the other conditions to the proposed transaction with IFF, (iv) 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, (v) risks and costs and pursuit and/or
implementation of the separation of the N&B Business, including timing anticipated to complete the separation and any changes to the configuration of
businesses included in the separation if implemented, (vi) risks and costs related to the Dow Distribution (as defined herein) and the Corteva Distribution
(as defined herein) (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 us to establish the relative credit profiles of Corteva, Inc.
("Corteva"), Dow, Inc. ("Dow") and us and increased costs related to supply, service and other arrangements that, prior to the Dow Distribution, were
between entities under the common control of us; (c) indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company ("Historical
EID") in connection with the Corteva Distribution; and (d) potential liability arising from fraudulent conveyance and similar laws in connection with the
Distributions; (vii) 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 Distribution, related to the transfer of certain levels of assets and businesses;
(viii) uncertainty as to the long-term value of our securities; (ix) potential inability or reduced access to the capital markets or increased cost of borrowings,
including as a result of a credit rating downgrade; (x) risks and uncertainties related to the novel coronavirus (COVID-19) and the responses thereto (such
as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) on
our business, results of operations, access to sources of liquidity and financial condition which depend on highly uncertain and unpredictable future
developments, including, but not limited to, the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virus or treat its
impact, and how quickly and to what extent normal economic and operating conditions resume; and (xi) other risks to our 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

S-2
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manage costs as our portfolio evolves; security threats, such as acts of sabotage, terrorism or war, global health concerns and pandemics, natural disasters
and weather events and patterns, which could or could continue to result in a significant operational event for us, adversely impact demand or production;
the impact of widespread health developments, including the recent global and ongoing coronavirus (COVID 19) pandemic, and the responses thereto (such
as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities);
ability to discover, develop and protect new technologies and to protect and enforce our 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 management's response to any of the
aforementioned factors.
These risks are more fully discussed in our current, quarterly and annual reports and other filings made 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 our 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. We assume
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", beginning on page S-15 of this prospectus supplement and under the headings "Risk Factors" of our annual report on Form 10-K for
the year ended December 31, 2019 filed with the SEC and incorporated by reference into this prospectus supplement.

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TRADEMARKS
We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. DuPontTM and
all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours,
Inc. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement may also
contain trademarks, service marks and trade names of certain third parties, which are the property of their respective owners. Our use or display of third
parties' trademarks, service marks, trade names or products in this prospectus supplement, the accompanying prospectus or in information incorporated by
reference into this prospectus supplement is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us.
Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus supplement may appear without the TM, SM or ®
symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the
right of the applicable licensor to these trademarks, service marks and trade names.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the
SEC. The SEC maintains a website that contains information we file electronically with the SEC, which you can access over the internet at www.sec.gov.
Our SEC filings are also available at our website at http://www.investors.dupont.com. You can also obtain information about us at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this prospectus supplement
and, therefore, is not incorporated herein by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information that we file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered part of this prospectus supplement and the accompanying
prospectus. Any statement in this prospectus supplement or the accompanying prospectus or incorporated by reference into this prospectus supplement or
the accompanying prospectus shall be automatically modified or superseded for purposes of this prospectus supplement and the accompanying prospectus
to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference in this prospectus supplement or the
accompanying prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
We incorporate by reference into this prospectus supplement and the accompanying prospectus the documents listed below and all documents we
subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion of the offering of the Notes:

·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 14, 2020;

·
the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2019

from our definitive proxy statement on Schedule 14A, filed with the SEC on April 9, 2020; and

·
our Current Reports on Form 8-K, filed with the SEC on February 18, 2020, February 21, 2020 and April 20, 2020 (only Item 1.01, Item

2.03, Item 2.06 and Item 8.01).
You may request a copy of these filings (other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the
filing), at no cost, by writing or telephoning us at the following address:
DuPont de Nemours, Inc.
974 Centre Road
Wilmington, Delaware 19805
Attention: Treasury
Telephone: (302) 774-3034

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PROSPECTUS SUPPLEMENT SUMMARY
The following summary contains certain information about us and the offering of the Notes. It does not contain all of the information that may be
important to you in deciding whether to purchase the Notes. We urge you to carefully read the entire prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein. You should also read the sections entitled "Risk Factors" and "Forward-Looking
Statements" in this prospectus supplement, our Annual Report on Form 10-K and any subsequently filed Exchange Act reports for a discussion of
important risks that you should consider before purchasing the Notes.
About DuPont
We are a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday life by
applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including
electronics, transportation, building and construction, health and wellness, food and worker safety. We had approximately 35,000 employees as of
December 31, 2019. We have subsidiaries in about 70 countries worldwide and manufacturing operations in about 40 countries.
On April 1, 2019, we completed the separation of our materials science business into a separate and independent public company by way of a
distribution of Dow through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow's common stock to holders of our
common stock as of the close of business on March 21, 2019 (the "Dow Distribution"). On June 1, 2019, we completed the separation of our
agriculture business into a separate and independent public company by way of a distribution of Corteva through a pro rata dividend in-kind of all of
the then-issued and outstanding shares of Corteva's common stock to holders of our common stock as of the close of business on May 24, 2019 (the
"Corteva Distribution"). Following the Corteva Distribution, we changed our registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc."
doing business as "DuPont". Beginning on June 3, 2019, our common stock traded on the NYSE under the ticker symbol "DD".
The N&B Merger
On December 15, 2019, we and Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of DuPont) ("N&B Inc."), entered into definitive
agreements, including the merger agreement, with IFF, and Neptune Merger Sub I Inc. (a wholly owned subsidiary of IFF) ("Merger Sub I"),
pursuant to which and subject to the terms and conditions therein, (1) we will transfer the N&B Business to N&B Inc., (2) we will distribute to our
stockholders all of the issued and outstanding shares of common stock of N&B Inc. ("N&B common stock") held by us by way of either (at our
option) a pro rata dividend or an exchange offer or a combination of both (the "N&B Distribution"), and (3) Merger Sub I will merge with and into
N&B Inc., with N&B Inc. as the surviving corporation (the "N&B Merger"). As a result of the N&B Merger, the existing shares of N&B Common
Stock will be automatically converted into the right to receive a number of shares of IFF common stock. When the N&B Merger is completed, holders
of our common stock will own approximately 55.4% of the outstanding shares of IFF on a fully diluted basis. In addition, as part of the proposed
transaction, we will receive a one-time $7.3 billion cash payment. This cash payment is subject to adjustment due to, among other things, variances
in net working capital, and, therefore, could be less or more than anticipated.
At our election (subject to certain restrictions), the N&B Distribution may be effected by means of a pro rata dividend in a spin-off transaction or an
exchange offer for our outstanding shares in a split-off transaction (or a combination of both). If we elect a spin-off transaction, all our stockholders
will participate on a pro rata basis. If we elect a split-off, then we will conduct an exchange offer and all our stockholders will elect whether to
exchange our shares for shares of N&B Common Stock (subject to any terms and conditions announced by us with respect thereto). In a combination
of those two options, we would offer a portion of N&B Common Stock in

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an exchange offer and distribute the remaining shares of N&B Common Stock in a spin-off (but only to those of our stockholders whose shares of our
common stock remain outstanding after the consummation of the exchange offer). If we distribute the shares of N&B Common Stock in whole or in
part through an exchange offer, and if the exchange offer is not fully subscribed because less than all shares of N&B Common Stock offered by us in
such exchange offer are exchanged, the remaining shares of N&B Common Stock owned by us would be distributed on a pro rata basis to our
stockholders whose shares of our common stock remain outstanding after the consummation of the exchange offer.
The proposed transactions are expected to close by the end of the first quarter of 2021, subject to approval by IFF stockholders and other customary
closing conditions, including regulatory approvals and receipt by us of an opinion of tax counsel. Upon the closing of the proposed transactions, we
will be required to redeem all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and
unpaid interest, if any, to but not including the date of redemption. See "Description of Notes--Special Mandatory Redemption."
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Recent Developments
Preliminary Financial Results for the Three Months Ended March 31, 2020
The following information reflects our preliminary results for the three months ended March 31, 2020, based on currently available information. Our
normal reporting processes with respect to the estimated financial data provided below have not been fully completed. We have provided ranges,
rather than specific amounts, for certain of the financial information below as we are finalizing our review and analysis of the financial results. These
final procedures often result in changes to accounts. As a result, our final results may vary from the preliminary results presented below. We
undertake no obligation to update or supplement the information provided below until we release our results of operations for the three months ended
March 31, 2020.
The preliminary financial data included in this prospectus supplement has been prepared by, and is the responsibility of, our management.
PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data.
Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Based on currently available information, we expect our net sales for the three months ended March 31, 2020 to be approximately $5.2 billion. We
also expect our income (loss) from continuing operations for the three months ended March 31, 2020 to be in the range of $(725) million to $(510)
million and our Operating EBITDA (a non-GAAP financial measure (as defined below)) to be approximately $1.3 billion. For the three months ended
March 31, 2020, we expect to deliver strong results across each of our core segments, led by strong demand for our materials into personal protection,
water filtration, food & beverage, probiotics and electronics markets. Based on currently available information, at March 31, 2020 our total debt
outstanding was approximately $17.5 billion. At March 31, 2020, we had cash, cash equivalents and marketable securities of approximately
$1.7 billion. We also had $500 million undrawn balance under our $750 million 364-Day revolving credit facility. In April we repaid the outstanding
amounts drawn under the $750 million 364-Day revolving credit facility, subsequently terminated the facility, and, as discussed below, secured a new
$1.0 billion New Revolving Credit Facility (as defined below). We also have a $3 billion five-year revolving credit facility which was undrawn at
March 31, 2020 and is generally expected to remain undrawn as it serves as a backstop to our commercial paper program and certain letters of credit.
At March 31, 2020, we had approximately $1.7 billion of commercial paper issued and outstanding and had negligible letters of credit outstanding.
Liquidity and Credit Agreements
We are facing the unprecedented challenges presented by the COVID-19 pandemic with an unwavering commitment to the safety of our employees,
our customers and the communities in which we operate. However,

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as this pandemic expands globally, the uncertainty around demand in select end-markets continues. In response, we have taken a number of steps and
implemented a number of proactive measures to enhance our already strong liquidity position and improve working capital. Such measures include
conserving cash, improving working capital, the deferral of certain capital investments and the decision to idle production at several manufacturing
sites, predominantly production plants within the Transportation & Industrial segment, due to the current global automotive environment.
In addition, we have entered into two new credit facilities in April 2020. On April 16, 2020, we entered into a new unsecured $2.0 billion 364-Day
Term Credit Agreement (the "Term Credit Agreement"), with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The
Term Credit Agreement will be terminated upon the closing of this offering. On April 16, 2020, we entered into a 364-day $1.0 billion revolving
credit facility replacing the $750 million revolving credit facility that was set to expire in June 2020 (the "New Revolving Credit Facility"). The New
Revolving Credit Facility may be drawn against for general corporate purposes, including but not limited to net working capital, costs and expenses,
and is intended to provide us with supplemental liquidity.
We may utilize the New Revolving Credit Facility, our authorized commercial paper program or incremental liquidity under our five-year revolving
credit facility, and our cash and cash equivalents to provide the liquidity needed to navigate these uncertain times.
Response to COVID-19 and Suspension of Full-Year 2020 Guidance
We are actively monitoring the global impacts of COVID-19, including the impacts from responsive measures, and remain focused on our top
priorities--the safety and health of our employees, the needs of our customers and the communities in which we operate. We remain intently focused
on the levers within our control, including delivering on cost saving targets. However, with the global softening in automotive, oil and gas and select
industrial end-markets coupled with the unknown duration and intensity of the COVID-19 pandemic, we elected to suspend our full-year 2020 net
sales and adjusted earnings per share guidance. See "Risk Factors--Risks Related to the Business--The extent to which the novel coronavirus
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(COVID-19) and measures taken in response to it, impact DuPont's business, results of operations, access to sources of liquidity and financial
condition depends on future developments, which are highly uncertain and cannot be predicted."
Non-GAAP Financial Measures
This prospectus supplement includes information that does not conform to accounting principles generally accepted in the United States of America
("U.S. GAAP") and are considered non-GAAP measures. Operating EBITDA is a non-GAAP measure used by management internally for planning,
forecasting and evaluating the performance of the Company, including allocating resources. Our management believes that Operating EBITDA is
useful to investors because it provides additional information related to our ongoing performance to offer a meaningful comparison related to future
results of operations. Non-GAAP financial measures supplement financial measures prepared in accordance with U.S. GAAP, and should not be
viewed as an alternative to U.S. GAAP. Furthermore, non-GAAP measures may not be consistent with similar measures provided or used by other
companies.
Operating EBITDA is defined herein as earnings (i.e. income (loss) from continuing operations before income taxes) before interest, depreciation,
amortization, non-operating pension / other post-employment benefits / charges, and foreign exchange gains / losses, adjusted to exclude significant
items. Significant items are items that arise outside the ordinary course of the Company's business that management believes may cause
misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item's size, unusual
nature and infrequent occurrence. Management classifies as significant items

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certain costs and expenses associated with integration and separation activities related to transformational acquisitions and divestures as they are
considered unrelated to ongoing business performance.
Below is a reconciliation of income from continuing operations, net of tax, to Operating EBITDA for the three months ended March 31, 2020 based
on preliminary results:

Three Months Ended
In Millions (Unaudited)
March 31, 2020--
Reconciliation of Income (loss) from continuing operations, net of tax to Operating EBITDA

(Preliminary)
Income (loss) from continuing operations, net of tax (GAAP)

$(725) - $(510)
+ Provision (credit) for income taxes on continuing operations

39 - 44
Income (loss) from continuing operations before income taxes

(686) - (466)
+ Depreciation and amortization

772
- Interest income

2
+ Interest expense

173
- Non-operating pension / OPEB benefit

11
- Foreign exchange gain / (losses), net

(8)
- Significant items charge1

(1,046) - (846)
Operating EBITDA (Non-GAAP)

$1,300 - $1,320

1 Significant items for the three months ended March 31, 2020 include charges incurred in connection with impairment tests triggered by
expectations of the proceeds from certain potential divestitures within the Non-Core segment. These asset impairment charges within the Non-Core
segment in the aggregate are in the expected pre-tax range of approximately $(700) million--$(900) million and relate to goodwill and long-lived
assets. Additional significant items for the three months ended March 31, 2020 include pre-tax integration & separation costs related to
post-Historical Merger (as defined herein) integration activities and the intended separation of the N&B Business of $(197) million; pre-tax
restructuring charges--net of $(134) million; and pre-tax deferred financing fee amortization related to the financing associated with the N&B
transaction of $(10) million; partially offset by a pre-tax gain on the sale of the Company's Compound Semiconductor business of $197 million.

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THE OFFERING

Issuer
DuPont de Nemours, Inc.

Securities Offered
$2,000,000,000 aggregate principal amount of 2.169% Notes due 2023.

Maturity
The Notes will mature on May 1, 2023.

Interest Rate
The Notes will bear interest at the rate of 2.169% per annum.

Interest Payment Dates
Interest on the Notes will accrue from May 1, 2020 and will be payable semi-annually in
arrears on May 1 and November 1 of each year, commencing November 1, 2020.

Optional Redemption
We may redeem the Notes prior to their maturity at our option for cash, any time in whole or
from time to time in part, at the redemption price described in this prospectus supplement
under "Description of Notes--Optional Redemption."

Special Mandatory Redemption
If the N&B Merger is consummated, we will be required to redeem the Notes at a
redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued
and unpaid interest, if any, to but not including the date of redemption.

Repurchase at the Option of Holders Upon Change of
If a "Change of Control Triggering Event" (as defined below under "Description of Notes")
Control Triggering Event
occurs in respect of the Notes, we will be required to offer to repurchase the Notes for cash
at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest,
if any, to the date of such repurchase. See "Description of Notes--Change of Control."

Ranking
The Notes will be our senior unsecured obligations and will rank equally with our existing
and future senior unsecured indebtedness from time to time outstanding. As of December 31,
2019, we had approximately $17.4 billion of total debt outstanding, none of which was
secured.

The Notes will not be guaranteed by any of our subsidiaries. As a result, the Notes will be
structurally subordinated to our subsidiaries' liabilities. As of December 31, 2019, our

subsidiaries had approximately $10 million of total debt outstanding, all of which would be
structurally senior to the Notes.

Certain Covenants
The indenture governing the Notes will contain certain restrictions, including restrictions on
our ability and the ability of certain of our subsidiaries to create or incur secured
indebtedness and our ability to enter into certain sale and leaseback transactions. These
restrictions are subject to a number of exceptions. See "Description of Notes--Certain
Covenants."

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Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $1.988 billion
after deducting the underwriting discounts and our expenses related to the offering. We
intend to use these net proceeds to redeem or repay, as appropriate, $1.5 billion in
outstanding principal amount of our 3.766% Notes due 2020 and $0.5 billion in outstanding
principal amount of our Floating Rate Notes due 2020, and to pay any related premiums, fees
and expenses in connection with the foregoing. See "Use of Proceeds."

Conflicts of Interest
As a result of our intended use of the net proceeds from this offering, certain of the
underwriters or their respective affiliates may receive more than 5% of the net proceeds of
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this offering, not including underwriting compensation, thus creating a conflict of interest
within the meaning of FINRA Rule 5121. Accordingly, this offering is being made in
compliance with the requirements of FINRA Rule 5121. The appointment of a "qualified
independent underwriter" is not necessary in connection with this offering as the notes are
investment grade rated securities. See "Underwriting (Conflicts of Interest)--Conflicts of
Interest."

Further Issues
We may from time to time, without notice to, or the consent of, the holders of the Notes,
create and issue additional Notes having the same ranking and terms and conditions as the
Notes offered hereby, except for the issue date, the public offering price and, in some cases,
the first interest payment date, as described under "Description of Notes--General." Any
additional notes having such similar terms, together with the Notes offered hereby, will
constitute a single series of securities under the indenture.

Denomination and Form
We will issue the Notes in the form of one or more fully registered global notes registered in
the name of the nominee of The Depository Trust Company ("DTC"). Beneficial interests in
the Notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Clearstream Banking,
SA and Euroclear Bank, as operator of the Euroclear System, will hold interests on behalf of
their participants through their respective U.S. depositaries, which in turn will hold such
interests in accounts as participants of DTC. Except in the limited circumstances described in
this prospectus supplement, owners of beneficial interests in the Notes will not be entitled to
have the Notes registered in their names, will not receive or be entitled to receive the Notes
in definitive form and will not be considered holders of the Notes under the indenture. The
Notes will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 above that amount.

Risk Factors
Investing in the Notes involves risks. For a discussion of factors you should carefully
consider before deciding to purchase the Notes, see "Risk Factors" beginning on page S-15
of this prospectus supplement and under the headings "Risk Factors" of our annual report on

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Form 10-K for the year ended December 31, 2019 filed with the SEC and incorporated by

reference into this prospectus supplement.

Listing
The Notes will be a new issue of securities for which there is currently no established trading
market. We do not intend to list the Notes on any national securities exchange.

Trustee
U.S. Bank National Association

Governing Law
New York

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table sets forth our summary historical consolidated financial information as of December 31, 2019 and 2018 and for the fiscal years ended
December 31, 2019, 2018 and 2017. The information as of December 31, 2019 and 2018 and for the fiscal years ended December 31, 2019, 2018 and 2017
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Document Outline

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