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
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
IFFs 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
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