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Nutrien Impacted by a Temporary Slowdown in Fertilizer Demand; Positive 2020 Outlook

November 4, 2019 5:30 PM

All amounts are in US dollars

SASKATOON, Saskatchewan--(BUSINESS WIRE)-- Nutrien Ltd. (Nutrien) announced today its 2019 third-quarter results, with net earnings from continuing operations of $141 million ($0.24 diluted earnings per share). Third-quarter adjusted net earnings was $0.24 per share and adjusted EBITDA was $785 million. Adjusted net earnings (total and per share amounts), and adjusted EBITDA, together with the related annual guidance, Potash adjusted EBITDA and free cash flow are non-IFRS financial measures. See “Non-IFRS Financial Measures” section for further information.

“Nutrien’s third-quarter results and fourth-quarter expectations are impacted by short term market softness. However, we believe that agriculture fundamentals are starting to strengthen and we expect 2020 to be a strong year for crop input demand for which we are well positioned to benefit,” commented Chuck Magro, Nutrien’s President and CEO.

“Over the course of the year, we have allocated capital to grow our Retail business while continuing to return significant capital to our shareholders. That is what our integrated business model is designed to do, and we remain confident that it will drive significant long-term value creation,” added Mr. Magro.

Highlights:

Management’s Discussion and Analysis

The following management’s discussion and analysis (“MD&A”) is the responsibility of management and is dated as of November 4, 2019. The Board of Directors (“Board”) of Nutrien carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews and, prior to its publication approves this disclosure pursuant to the authority delegated to it by the Board. The term “Nutrien” refers to Nutrien Ltd. and the terms “we,” “us,” “our,” “Nutrien” and “the Company” refer to Nutrien and, as applicable, Nutrien and its direct and indirect subsidiaries as a group. Additional information relating to Nutrien (which, except as otherwise noted, is not incorporated by reference herein), including our 2018 Annual Report dated February 20, 2019, which includes our consolidated financial statements and management’s discussion and analysis and our Annual Information Form, each for the year ended December 31, 2018, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The Company is a foreign private issuer under the rules and regulations of the US Securities and Exchange Commission (“SEC”).

This MD&A is based on the Company’s unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2019 (“interim financial statements”) prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” unless otherwise stated. It contains certain non-IFRS financial measures and forward-looking statements which are described in the “Non-IFRS Financial Measures” section and the “Forward-Looking Statements” section respectively. For the definitions of financial and non-financial terms used in this MD&A, as well as a list of abbreviated company names and sources, see the “Terms”, “Abbreviated Company Names and Sources” and “Terms and Measures” sections of our 2018 Annual Report. All references to per share amounts pertain to diluted net earnings (loss) per share, n/m indicates information that is not meaningful and all financial data are stated in millions of US dollars unless otherwise noted.

Market Outlook

Agriculture and Retail

We believe this will tighten crop inventories and result in approximately 12 million, or about 7 percent, more US corn and soybean acres to be planted in 2020, which is expected to support crop input demand. While there is strong underlying demand for a heavy crop input application season this fall, there is significant risk of a shortened application window created by the late harvest in both the US and Canada.

Crop Nutrient Markets

We anticipate potash demand to remain subdued through the fourth quarter of 2019 as customers continue to draw down inventory. We are lowering our 2019 projection of global potash deliveries to 64 to 65 million tonnes (previously 65-67 million tonnes). We are also further lowering our potash sales volume guidance to 11.6 to 12.0 million tonnes, which represents an incremental 300,000 tonnes impact to the 700,000 tonne downward revision announced on September 11, 2019 (potash sales volume guidance provided on July 29, 2019 was 12.6 to 13.0 million tonnes).

We expect global potash deliveries to rebound to 67 to 69 million tonnes in 2020 as offshore inventories are depleted, Western Hemisphere planted acreage increases significantly and affordability for growers remains attractive with improved prices for corn, soybeans and palm oil.

Financial Outlook and Guidance

Based on our nine-month results and market factors detailed above, we have lowered 2019 adjusted net earnings guidance to $2.30 to $2.55 per share (previously $2.70 to $3.00 per share) and adjusted EBITDA guidance to $4.0 to $4.3 billion (previously $4.35 to $4.70 billion). For additional adjustments to related guidance, please see the table below.

The related sensitivities can be found on page 62 of Nutrien’s 2018 Annual Report.

All guidance numbers, including those noted above are outlined in the table below.

2019 Guidance Ranges 1

Low

High

Adjusted net earnings per share 2

$

2.30

$

2.55

Adjusted EBITDA (billions) 2

$

4.00

$

4.30

Retail EBITDA (billions)

$

1.20

$

1.30

Potash EBITDA (billions)

$

1.60

$

1.70

Nitrogen EBITDA (billions)

$

1.30

$

1.35

Phosphate EBITDA (millions)

$

175

$

200

Potash sales tonnes (millions) 3

11.6

12.0

Nitrogen sales tonnes (millions) 3

10.6

10.8

Depreciation and amortization (billions)

$

1.80

$

1.90

Merger and related costs (millions)

$

60

$

70

Effective tax rate on continuing operations

23

%

25

%

Sustaining capital expenditures (billions)

$

1.0

$

1.1

1 See the “Forward-Looking Statements” section of this MD&A.

2 See the “Non-IFRS Financial Measures” section of this MD&A.

3 Manufactured products only. Nitrogen excludes ESN® and Rainbow products.

Consolidated Results

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2019

2018

% Change

2019

2018

% Change

Sales 1

4,134

3,990

4

16,482

15,761

5

Freight, transportation and distribution

246

253

(3)

667

675

(1)

Cost of goods sold 1

2,748

2,582

6

11,388

10,953

4

Gross margin

1,140

1,155

(1)

4,427

4,133

7

Expenses

812

2,514

(68)

2,628

4,265

(38)

Net earnings (loss) from continuing operations

141

(1,067)

n/m

1,040

(327)

n/m

Net earnings from discontinued operations

-

23

(100)

-

698

(100)

Net earnings (loss)

141

(1,044)

n/m

1,040

371

180

EBITDA 2

785

(932)

n/m

3,162

1,062

198

Adjusted EBITDA 2

785

839

(6)

3,347

3,012

11

Free Cash Flow 2

329

422

(22)

2,019

1,572

28

1 Certain immaterial figures have been reclassified or grouped together for the three and nine months ended September 30, 2018.

2 See the "Non-IFRS Financial Measures" section.

Our third-quarter and first-nine months of 2019 net earnings from continuing operations increased compared to the same periods in 2018 due to a non-cash impairment of our New Brunswick potash facility in 2018, the continued benefit of Merger related synergies and operational improvements, higher potash net realized prices, and strong performance by Retail in the third quarter of 2019 where a compressed US growing season supported demand for higher margin products and services. Net earnings from continuing operations in the 2019 periods were negatively impacted by lower sales of produced crop nutrients caused by a temporary slow down of global demand and the timing of the US application season.

Our net earnings from discontinued operations in 2018 was related to the required divestiture of certain equity investments in connection with the Merger.

Segment Results

In the first quarter of 2019, our Executive Leadership Team reassessed our product groupings and decided to evaluate the performance of ammonium sulfate as part of the Nitrogen segment, rather than the Phosphate and Sulfate segment as reported in 2018. Effective January 1, 2019, we have four reportable operating segments: Retail, Potash, Nitrogen and Phosphate. Comparative amounts presented on a segmented basis have been restated accordingly. We also renamed our “Others” segment to “Corporate and Others”.

Detailed descriptions of our operating segments can be found in our 2018 Annual Report in the “Operating Segment Performance & Outlook” section.

Our discussion of segment results set out on the following pages is a comparison of the results for the three and nine months ended September 30, 2019 to the results for the three and nine months ended September 30, 2018, unless otherwise noted. See Appendix A for a summary of our results for the nine months ended September 30, 2019 by operating segment.

Retail

Three Months Ended September 30

(millions of US dollars, except

Dollars

Gross Margin

Gross Margin (%)

as otherwise noted)

2019

2018

% Change

2019

2018

% Change

2019

2018

Sales

Crop nutrients 1

769

650

18

175

142

23

23

22

Crop protection products

1,318

1,086

21

303

236

28

23

22

Seed

60

60

-

17

14

21

28

23

Merchandise 2

135

161

(16)

22

27

(19)

16

17

Services and other

217

174

25

138

114

21

64

66

2,499

2,131

17

655

533

23

26

25

Cost of goods sold 2

1,844

1,598

15

Gross margin

655

533

23

Expenses 3

617

539

14

Earnings (loss) before finance

costs and taxes ("EBIT")

38

(6)

n/m

Depreciation and amortization

152

122

25

EBITDA

190

116

64

1 Includes intersegment sales. See Note 2 to the interim financial statements.

2 Certain immaterial figures have been reclassified or grouped together for the three months ended September 30, 2018.

3 Includes selling expenses of $601 million (2018 – $552 million).

Potash

Three Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2019

2018

% Change

2019

2018

% Change

2019

2018

% Change

Manufactured product 1

Net sales

North America

330

358

(8)

1,438

1,678

(14)

229

213

8

Offshore

379

458

(17)

1,823

2,180

(16)

208

210

(1)

709

816

(13)

3,261

3,858

(15)

218

212

3

Cost of goods sold

303

358

(15)

94

93

1

Gross margin - manufactured

406

458

(11)

124

119

4

Gross margin - other 2

-

1

(100)

Depreciation and amortization

34

33

3

Gross margin - total

406

459

(12)

Impairment of assets

-

1,809

(100)

Gross margin excluding depreciation

Expenses 3

86

89

(3)

and amortization - manufactured 4

158

152

4

EBIT

320

(1,439)

n/m

Potash cash cost of product

Depreciation and amortization

110

128

(14)

manufactured 4

62

56

11

EBITDA

430

(1,311)

n/m

Adjusted EBITDA 4

430

498

(14)

1 Includes intersegment sales. See Note 2 to the interim financial statements.

2 Includes other potash and purchased products and is comprised of net sales of $Nil (2018 – $1 million) less cost of goods sold of $Nil (2018 – $Nil).

3 Includes provincial mining and other taxes of $83 million (2018 – $78 million).

4 See the "Non-IFRS Financial Measures" section.

Canpotex Sales by Market

(percentage of sales volumes, except as

Three Months Ended September 30

Nine Months Ended September 30

otherwise noted)

2019

2018

% Change

2019

2018

% Change

Latin America

44

40

10

31

33

(6)

Other Asian markets 1

21

37

(43)

27

32

(16)

China

16

7

129

23

18

28

India

12

11

9

11

9

22

Other markets

7

5

40

8

8

-

100

100

100

100

1 All Asian markets except China and India.

Nitrogen

Three Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2019

2018 ¹

% Change

2019

2018 ¹

% Change

2019

2018 ¹

% Change

Manufactured product 2

Net sales

Ammonia

144

190

(24)

715

750

(5)

203

253

(20)

Urea

221

198

12

726

691

5

304

286

6

Solutions, nitrates and sulfates

168

182

(8)

1,081

1,122

(4)

155

163

(5)

533

570

(6)

2,522

2,563

(2)

211

222

(5)

Cost of goods sold

416

419

(1)

165

164

1

Gross margin - manufactured

117

151

(23)

46

58

(21)

Gross margin - other 3

16

13

23

Depreciation and amortization

50

45

11

Gross margin - total

133

164

(19)

Gross margin excluding depreciation

Expenses

13

9

44

and amortization - manufactured 4

96

103

(7)

EBIT

120

155

(23)

Ammonia controllable cash cost

Depreciation and amortization

127

115

10

of product manufactured 4

45

44

2

EBITDA

247

270

(9)

1 Restated for the reclassification of sulfate from the Phosphate segment. See Note 2 to the interim financial statements.

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $69 million (2018 – $69 million) less cost of goods sold of $53 million (2018 – $56 million).

4 See the "Non-IFRS Financial Measures" section.

Natural Gas Prices

Three Months Ended September 30

Nine Months Ended September 30

(US dollars per MMBtu, except as otherwise noted)

2019

2018

% Change

2019

2018

% Change

Overall gas cost excluding realized derivative impact

2.06

2.40

(14)

2.47

2.45

1

Realized derivative impact

0.22

0.34

(35)

0.14

0.33

(58)

Overall gas cost

2.28

2.74

(17)

2.61

2.78

(6)

Average NYMEX

2.23

2.90

(23)

2.67

2.90

(8)

Average AECO

0.78

1.03

(24)

1.05

1.10

(5)

Phosphate

Three Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2019

2018 ¹

% Change

2019

2018 ¹

% Change

2019

2018 ¹

% Change

Manufactured product 2

Net sales

Fertilizer

164

267

(39)

492

650

(24)

335

411

(18)

Industrial and feed

106

114

(7)

192

228

(16)

549

498

10

270

381

(29)

684

878

(22)

396

434

(9)

Cost of goods sold

284

355

(20)

416

404

3

Gross margin - manufactured

(14)

26

n/m

(20)

30

n/m

Gross margin - other 3

(1)

1

n/m

Depreciation and amortization

85

59

44

Gross margin - total

(15)

27

n/m

Gross margin excluding depreciation

-

Expenses

9

4

125

and amortization - manufactured 4

65

89

(27)

EBIT

(24)

23

n/m

Depreciation and amortization

58

52

12

EBITDA

34

75

(55)

1 Restated for the reclassification of sulfate to the Nitrogen segment. See Note 2 to the interim financial statements.

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other phosphate and purchased products and is comprised of net sales of $44 million (2018 - $29 million) less cost of goods sold of $45 million (2018 - $28 million).

4 See the "Non-IFRS Financial Measures" section.

Expenses and Income Below Gross Margin

(millions of US dollars, except as otherwise

Three Months Ended September 30

Nine Months Ended September 30

noted)

2019

2018

% Change

2019

2018

% Change

Selling expenses 1

607

560

8

1,835

1,758

4

General and administrative expenses 2

97

112

(13)

287

312

(8)

Provincial mining and other taxes 3

92

79

16

253

192

32

Share-based compensation

(recovery) expense 4

(21)

51

n/m

95

149

(36)

Impairment of assets 3

-

1,809

(100)

33

1,809

(98)

Other expenses (income)

37

(97)

n/m

125

45

178

Finance costs

147

142

4

413

394

5

Income tax expense (recovery)

40

(434)

n/m

346

(199)

n/m

Actual effective tax rate on earnings (loss)

from continuing operations (%)

22

29

(24)

25

38

(34)

Actual effective tax rate including

discrete items (%)

22

29

(24)

25

38

(34)

Other comprehensive (loss) income

(75)

1

n/m

(57)

(174)

(67)

1 Expenses are primarily in the Retail segment. See the "Segment Results" section for analysis.

2 Includes expenses in the Corporate and Others segment of $65 million for the three months ended September 30, 2019 (2018 - $75 million) and $191 million for the nine months ended September 30, 2019 (2018 - $208 million).

3 Expenses are primarily in the Potash segment. See the "Segment Results" section for analysis.

4 Expenses are reported in the Corporate and Others segment.

Other comprehensive loss was lower in the first nine months of 2019 than in the comparative period due primarily to the lower net loss on translation of our Retail operations in Canada, Argentina and Australia as well as a lower unrealized loss in our investment in Sinofert in 2019. The 2018 losses were partially offset by an actuarial gain on our defined benefit plans.

Financial Condition Review

The following balance sheet categories contained variances that were considered significant:

As at

(millions of US dollars, except as otherwise noted)

September 30, 2019

December 31, 2018

$ Change

% Change

Assets

Cash and cash equivalents

568

2,314

(1,746)

(75)

Receivables

4,843

3,342

1,501

45

Inventories

3,873

4,917

(1,044)

(21)

Prepaid expenses and other current assets

440

1,089

(649)

(60)

Property, plant and equipment

20,045

18,796

1,249

7

Goodwill

11,983

11,431

552

5

Liabilities and Equity

Short-term debt

2,287

629

1,658

264

Current portion of long-term debt

501

995

(494)

(50)

Current portion of lease liabilities

219

8

211

n/m

Payables and accrued charges

4,615

6,703

(2,088)

(31)

Long-term debt

8,555

7,579

976

13

Lease liabilities

793

12

781

n/m

Deferred income tax liabilities

3,137

2,907

230

8

Share capital

15,769

16,740

(971)

(6)

Retained earnings

7,399

7,745

(346)

(4)

Liquidity and Capital Resources

Sources and Uses of Liquidity

See the “Liquidity & Capital Resources” section of our 2018 Annual Report for information on our sources and uses of liquidity.

Key uses in the third quarter and/or nine months ended September 30, 2019 included:

We increased our expected quarterly dividend from $0.43 per share to $0.45 per share commencing for dividends declared in the third quarter of 2019 and until otherwise determined by the Board.

Key sources in the third quarter and/or nine months ended September 30, 2019 included:

We believe that internally generated cash flow, supplemented by available borrowings under our existing financing sources, if necessary, will be sufficient to meet our anticipated capital expenditures and other cash requirements for at least the next 12 months. At this time, we do not reasonably expect any presently known trend or uncertainty to affect our ability to access our historical sources of liquidity.

Sources and Uses of Cash

(millions of US dollars, except as otherwise

Three Months Ended September 30

Nine Months Ended September 30

noted)

2019

2018

% Change

2019

2018

% Change

Cash provided by (used in) operating activities

589

(177)

n/m

1,246

84

n/m

Cash (used in) provided by investing activities

(904)

(479)

89

(2,133)

903

n/m

Cash provided by (used in) financing activities

272

615

(56)

(837)

821

n/m

Effect of exchange rate changes on cash and cash equivalents

(5)

(13)

(62)

(22)

(22)

-

(Decrease) increase in cash and cash equivalents

(48)

(54)

(11)

(1,746)

1,786

n/m

Cash and cash equivalents decreased by $48 million this quarter compared to a decrease of $54 million in the comparative quarter, due to:

In addition, the following business activities had cash impacts:

Cash and cash equivalents decreased by $1.7 billion in the nine months ended September 30, 2019 compared to an increase of $1.8 billion in the nine months ended September 30, 2018 due to:

In addition, the following business activities had cash impacts:

Cash Requirements

For information about our contractual obligations and other commitments as at December 31, 2018 (excluding planned (but not legally committed) capital expenditures and potential share repurchases) see the “Liquidity & Capital Resources - Cash Requirements” section of our 2018 Annual Report. There were no significant changes to these contractual obligations and other commitments since December 31, 2018 aside from the changes to long-term debt discussed in the “Capital Structure and Management” section.

Capital Structure and Management

Principal Debt Instruments

We use a combination of cash generated from operations and short-term and long-term debt to finance our operations. We are in compliance with our debt covenants and did not have any changes to our credit ratings in the nine months ended September 30, 2019. See the “Capital Structure & Management” section of our 2018 Annual Report for further information.

Short-term Debt

As at September 30, 2019

(millions of US dollars)

Outstanding and Committed

Remaining Available

Credit Limit

Credit facilities 1

2,287

3,553

5,840

Letter of credit facilities

139

155

294

1 The credit facilities consist of a $4,500 million unsecured North American revolving term credit facility, a $500 million North American uncommitted revolving demand facility and approximately $840 million of other credit facilities in Europe, Australia and South America. Included in the amount outstanding and committed is $1,979 million of commercial paper and $308 million of other short-term debt. We have a $4,500 million credit limit under our commercial paper program, which is limited to the availability of backup funds backstopped by the $4,500 million unsecured revolving term credit facility. Interest rates on outstanding commercial paper ranged from 2.3 to 2.4 percent.

In the third quarter of 2019, we added a total of $319 million in new credit facilities in Australia, of which $201 million was assumed from the Ruralco acquisition, and $112 million was outstanding at September 30, 2019.

In 2019, we terminated our $500 million accounts receivable securitization program.

Long-term Debt

Our long-term debt consists primarily of notes and lease liabilities. See the “Capital Structure & Management” section of our 2018 Annual Report for information on balances, rates and maturities for our notes. During the first nine months of 2019, $1 billion of our notes matured and were repaid and $1.5 billion in notes were issued. See Note 9 to the interim financial statements.

On January 1, 2019, we adopted IFRS 16 and recognized $1,059 million in lease liabilities with a weighted-average interest rate of 3.5 percent. As of September 30, 2019, we had total lease liabilities outstanding (including current portion) of $1,012 million. There were no changes to our debt covenants as a result of adoption of this standard.

Outstanding Share Data

As at October 31, 2019

Common shares

572,900,196

Options to purchase common shares

9,252,416

For more information on our capital structure and management, see Note 25 to our 2018 financial statements.

For more information on our short-term debt and long-term debt, see Note 22 and Note 23 to our 2018 financial statements, supplemented by the discussion under “Principal Debt Instruments” and Note 8 and Note 9 to the interim financial statements.

Quarterly Results

(millions of US dollars, except as otherwise

Nutrien

PotashCorp 1

noted)

Q3 2019

Q2 2019

Q1 2019

Q4 2018

Q3 2018

Q2 2018

Q1 2018

Q4 2017

Sales 2

4,134

8,657

3,691

3,725

3,990

8,105

3,666

1,081

Net earnings (loss) from continuing operations

141

858

41

296

(1,067)

741

(1)

(120)

Net earnings from discontinued operations

-

-

-

2,906

23

675

-

44

Net earnings (loss)

141

858

41

3,202

(1,044)

1,416

(1)

(76)

EBITDA 3

785

1,781

596

944

(932)

1,507

487

(43)

Earnings (loss) per share ("EPS") from

continuing operations

Basic

0.25

1.48

0.07

0.48

(1.74)

1.18

-

(0.14)

Diluted

0.24

1.47

0.07

0.48

(1.74)

1.17

-

(0.14)

EPS

Basic

0.25

1.48

0.07

5.23

(1.70)

2.25

-

(0.09)

Diluted

0.24

1.47

0.07

5.22

(1.70)

2.24

-

(0.09)

1 Comparative figures prior to the Merger are for PotashCorp, the accounting acquirer.

2 Certain immaterial figures have been reclassified for Q1, Q2, Q3 and Q4 of 2018.

3 See the "Non-IFRS Financial Measures" section.

The agricultural products business is seasonal. Crop input sales are primarily concentrated in the spring and fall application seasons. Crop nutrient inventories are normally accumulated leading up to each application season. Our cash collections generally occur after the application season is complete, our customer prepayments are concentrated in December and January and our inventory prepayments are concentrated in the period from November to January. Feed and industrial sales are more evenly distributed throughout the year.

Beginning on January 1, 2018, earnings were impacted by the operations of Agrium acquired in the Merger. In the second quarter and fourth quarter of 2018, earnings were impacted by $0.6 billion and $2.9 billion, respectively, in after-tax gains on the sales of our investments in Sociedad Quimica y Minera de Chile S.A. and Arab Potash Company, which were categorized as discontinued operations. In the third quarter of 2018, earnings were impacted by a $1.8 billion non-cash impairment to property, plant and equipment in the Potash segment. In the fourth quarter of 2017, earnings were impacted by a $276 million non-cash impairment to property, plant and equipment in the Phosphate segment.

Other Financial Information

2018 Annual Report Page Reference(s)

Changes during the three and nine months ended September 30, 2019

Off-Balance Sheet Arrangements

71

Operating leases were a significant off-balance sheet arrangement in 2018. Effective January 1, 2019 the adoption of IFRS 16 resulted in recognition of approximately $1 billion of these operating leases on the balance sheet.

Related Party Transactions

146-147

See Note 13 to the interim financial statements. There were no significant changes from our 2018 Annual Report.

Market Risks Associated with
Financial Instruments

119

See Note 7 to the interim financial statements. There were no significant changes from our 2018 Annual Report.

Critical Accounting Estimates

71

There were no changes to our assessment of critical accounting estimates from those disclosed in our 2018 Annual Report.

Recent Accounting Changes

71 and 153

The adoption of IFRS 16 was a significant accounting change as it brought approximately $1 billion of “right-of-use assets” and lease obligations on to the balance sheet and increased EBITDA approximately $70 million in the third quarter of 2019 and $200 million in the first nine months of 2019, due to replacing operating lease expenses with depreciation and amortization and finance costs, largely in the Retail and Nitrogen operating segments.

Controls and Procedures

There has been no change in our internal controls over financial reporting during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Forward-Looking Statements

Certain statements and other information included in this document, including within “Management’s Discussion and Analysis” constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws (such statements are often accompanied by words such as "anticipate", “forecast”, "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). All statements in this document, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to: Nutrien's updated 2019 annual guidance, including expectations regarding our adjusted net earnings per share and adjusted EBITDA (both consolidated and by segment); capital spending expectations for 2019; expectations regarding performance of our operating segments in 2019; our market outlook for 2019 and 2020, including Agriculture and Retail and Crop Nutrient Markets and including anticipated supply and demand for our products and services, expected market and industry conditions with respect to crop nutrient application rates, planted acres, crop mix, prices and the impact of currency fluctuations and import and export volumes; expectations regarding completion of previously announced expansion projects (including timing and volumes of production associated therewith); and acquisitions and divestitures (including expected timing of closing thereof), and the expected synergies associated with various acquisitions, including timing thereof. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such forward-looking statements. As such, undue reliance should not be placed on these forward-looking statements.

All of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although Nutrien believes that these assumptions are reasonable, this list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. The additional key assumptions that have been made include, among other things, assumptions with respect to Nutrien's ability to successfully complete, integrate and realize the anticipated benefits of its already completed and future acquisitions, and that we will be able to implement our standards, controls, procedures and policies at any acquired businesses to realize the expected synergies; that future business, regulatory and industry conditions will be within the parameters expected by Nutrien, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability and cost of labor and interest, exchange and effective tax rates; the completion of our expansion projects on schedule, as planned and on budget; assumptions with respect to global economic conditions and the accuracy of our market outlook expectations for 2019, 2020 and in the future (including as outlined in the “Market Outlook” and “2019 Guidance” sections of our 2018 Annual Report); the adequacy of our cash generated from operations and our ability to access our credit facilities or capital markets for additional sources of financing; our ability to identify suitable candidates for acquisitions and divestitures and negotiate acceptable terms; our ability to maintain investment grade ratings and achieve our performance targets; and the receipt, on time, of all necessary permits, utilities and project approvals with respect to our expansion projects and that we will have the resources necessary to meet the projects’ approach.

Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: general global economic, market and business conditions; failure to complete announced and future acquisitions or divestitures at all or on the expected terms and within the expected timeline; weather conditions, including impacts from regional flooding and/or drought conditions; crop planted acreage, yield and prices; the supply and demand and price levels for our products; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy (including tariffs and trade restrictions), government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof; political risks, including civil unrest, actions by armed groups or conflict and malicious acts including terrorism; the occurrence of a major environmental or safety incident; innovation and security risks related to our systems; regional natural gas supply restrictions; counterparty and sovereign risk; delays in completion of turnarounds at our major facilities; gas supply interruptions; any significant impairment of the carrying value of certain assets; risks related to reputational loss; certain complications that may arise in our mining processes; the ability to attract, engage and retain skilled employees and strikes or other forms of work stoppages; and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulators and the Securities and Exchange Commission in the United States.

The purpose of our expected adjusted net earnings per share, adjusted EBITDA and EBITDA by segment guidance ranges are to assist readers in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes.

Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this document as a result of new information or future events, except as may be required under applicable Canadian securities legislation or applicable US federal securities laws.

About Nutrien

Nutrien is the world's largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute 27 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.

Selected financial data for download can be found in our data tool at www.nutrien.com/investors/interactive-datatool

Such data is not incorporated by reference herein.

Nutrien will host a Conference Call on Tuesday, November 5, 2019 at 10:00 am Eastern Time.

Appendix A - Selected Additional Financial Data

Nine Months Ended September 30, 2019 Operating Segment Results

Retail

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Gross Margin

Gross Margin (%)

as otherwise noted)

2019

2018

% Change

2019

2018

% Change

2019

2018

Sales

Crop nutrients 1

4,082

3,660

12

846

739

14

21

20

Crop protection products

4,348

4,218

3

892

885

1

21

21

Seed

1,613

1,584

2

276

277

-

17

17

Merchandise 2

387

442

(12)

65

76

(14)

17

17

Services and other

620

599

4

425

396

7

69

66

11,050

10,503

5

2,504

2,373

6

23

23

Cost of goods sold 2

8,546

8,130

5

Gross margin

2,504

2,373

6

Expenses 3

1,937

1,748

11

EBIT

567

625

(9)

Depreciation and amortization

433

367

18

EBITDA

1,000

992

1

1 Includes intersegment sales. See Note 2 to the interim financial statements.

2 Certain immaterial figures have been reclassified or grouped together for the nine months ended September 30, 2018.

3 Includes selling expenses of $1,816 million (2018 – $1,732 million).

Potash

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2019

2018

% Change

2019

2018

% Change

2019

2018

% Change

Manufactured product 1

Net sales

North America

832

830

-

3,389

3,962

(14)

245

209

17

Offshore

1,421

1,198

19

6,247

6,200

1

228

193

18

2,253

2,028

11

9,636

10,162

(5)

234

200

17

Cost of goods sold

892

911

(2)

93

90

3

Gross margin - manufactured

1,361

1,117

22

141

110

28

Gross margin - other 2

1

1

-

Depreciation and amortization

34

31

10

Gross margin - total

1,362

1,118

22

Impairment of assets

-

1,809

(100)

Gross margin excluding depreciation

Expenses 3

242

218

11

and amortization - manufactured 4

175

141

24

EBIT

1,120

(909)

n/m

Potash cash cost of product

Depreciation and amortization

324

312

4

manufactured 4

60

58

3

EBITDA

1,444

(597)

n/m

Adjusted EBITDA 4

1,444

1,212

19

1 Includes intersegment sales. See Note 2 to the interim financial statements.

2 Includes other potash and purchased products and is comprised of net sales of $1 million (2018 – $2 million) less cost of goods sold of $Nil (2018 – $1 million).

3 Includes provincial mining and other taxes of $237 million (2018 – $188 million).

4 See the "Non-IFRS Financial Measures" section.

Nitrogen

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2019

2018 ¹

% Change

2019

2018 ¹

% Change

2019

2018 ¹

% Change

Manufactured product 2

Net sales

Ammonia

602

668

(10)

2,400

2,522

(5)

251

265

(5)

Urea

739

664

11

2,342

2,316

1

315

286

10

Solutions, nitrates and sulfates

540

549

(2)

3,166

3,249

(3)

170

169

1

1,881

1,881

-

7,908

8,087

(2)

238

233

2

Cost of goods sold

1,345

1,338

1

170

165

3

Gross margin - manufactured

536

543

(1)

68

68

-

Gross margin - other 3

57

53

8

Depreciation and amortization

50

41

22

Gross margin - total

593

596

(1)

Gross margin excluding depreciation

Expenses

7

36

(81)

and amortization - manufactured 4

118

109

8

EBIT

586

560

5

Ammonia controllable cash cost of

Depreciation and amortization

394

334

18

product manufactured 4

44

42

5

EBITDA

980

894

10

1 Restated for the reclassification of sulfate from the Phosphate segment. See the "Segment Results" section and Note 2 to the interim financial statements.

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other nitrogen (including ESN® and Rainbow) and purchased products and is comprised of net sales of $364 million (2018 – $339 million) less cost of goods sold of $307 million (2018 – $286 million).

4 See the "Non-IFRS Financial Measures" section.

Phosphate

Nine Months Ended September 30

(millions of US dollars, except

Dollars

Tonnes (thousands)

Average per Tonne

as otherwise noted)

2019

2018 ¹

% Change

2019

2018 ¹

% Change

2019

2018 ¹

% Change

Manufactured product 2

Net sales

Fertilizer

635

740

(14)

1,664

1,824

(9)

382

406

(6)

Industrial and feed

321

318

1

578

640

(10)

555

496

12

956

1,058

(10)

2,242

2,464

(9)

426

429

(1)

Cost of goods sold

963

983

(2)

429

399

8

Gross margin - manufactured

(7)

75

n/m

(3)

30

n/m

Gross margin - other 3

(4)

-

-

Depreciation and amortization

80

57

40

Gross margin - total

(11)

75

n/m

Gross margin excluding depreciation

-

Expenses

29

13

123

and amortization - manufactured 4

77

87

(11)

EBIT

(40)

62

n/m

Depreciation and amortization

180

140

29

EBITDA

140

202

(31)

1 Restated for the reclassification of sulfate to the Nitrogen segment. See the "Segment Results" section and Note 2 to the interim financial statements.

2 Includes intersegment sales. See Note 2 to the interim financial statements.

3 Includes other phosphate and purchased products and is comprised of net sales of $125 million (2018 - $97 million) less cost of goods sold of $129 million (2018 - $97 million).

4 See the "Non-IFRS Financial Measures" section.

Selected Retail measures

Three Months Ended September 30

Nine Months Ended September 30

2019

2018

2019

2018

Proprietary products margin as a percentage of

product line margin (%)

Crop nutrients

31

24

24

23

Crop protection products

39

44

42

46

Seed

20

18

44

42

All Products

27

26

28

30

Crop nutrients sales volumes (tonnes -

thousands)

North America

1,202

945

7,254

7,004

International

533

545

1,677

1,695

Total

1,735

1,490

8,931

8,699

Crop nutrients selling price per tonne

North America

467

459

471

432

International

389

396

395

372

Total

443

436

457

421

Crop nutrients gross margin per tonne

North America

114

109

103

93

International

70

71

57

52

Total

101

95

95

85

Financial performance measures

2019 Target

2019 Actuals

Retail EBITDA to sales (%) 1, 2

10

9

Retail adjusted average working capital to sales (%) 1, 2

20

25

Retail cash operating coverage ratio (%) 1, 2

60

62

Retail EBITDA per US selling location (thousands of US dollars) 1, 2

936

1 Rolling four quarters ended September 30, 2019.

2 See the "Non-IFRS Financial Measures" section.

Selected Nitrogen measures

Three Months Ended September 30

Nine Months Ended September 30

2019

2018

2019

2018

Sales volumes (tonnes - thousands)

Fertilizer

1,304

1,301

4,204

4,349

Industrial and feed

1,218

1,262

3,704

3,738

Net sales (millions of US dollars)

Fertilizer

316

302

1,155

1,085

Industrial and feed

217

268

726

796

Net selling price per tonne

Fertilizer

243

232

275

249

Industrial and feed

178

212

196

213

Production measures

Three Months Ended September 30

Nine Months Ended September 30

2019

2018

2019

2018

Potash production (Product tonnes - thousands)

2,977

3,143

9,761

9,803

Potash shutdown weeks 1

11

8

27

32

Nitrogen production (Ammonia tonnes - thousands) 2

1,529

1,551

4,763

4,825

Ammonia operating rate (%) 3

85

94

90

93

Phosphate production (P2O5 tonnes - thousands) 4

374

389

1,124

1,139

Phosphate P2O5 operating rate (%) 4

87

91

88

89

1 Represents weeks of full production shutdown; excludes the impact of any periods of reduced operating rates and planned routine annual maintenance shutdowns and announced workforce reductions.

2 All figures are provided on a gross production basis.

3 Excludes Trinidad and Joffre.

4 Excludes Redwater, comparative figures were restated to exclude Redwater.

Appendix B - Non-IFRS Financial Measures

We use both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are a numerical measure of a company’s performance, that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measures calculated and presented in accordance with IFRS. In evaluating these measures, investors should consider that the methodology applied in calculating such measures may differ among companies and analysts.

Management believes the non-IFRS financial measures provide transparent and useful supplemental information to investors in order that they may evaluate our financial performance, financial condition and liquidity using the same measures as management. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.

The following section outlines our non-IFRS financial measures, their definitions, why management uses each measure and contains reconciliations to the most directly comparable IFRS measures.

EBITDA, Adjusted EBITDA and Potash Adjusted EBITDA

Most directly comparable IFRS financial measure: Net earnings (loss) from continuing operations.

Definition: EBITDA is calculated as net earnings (loss) from continuing operations before finance costs, income taxes and depreciation and amortization. For a reconciliation of the EBITDA amounts disclosed in the “Quarterly Results” section which are not provided below, please refer to the respective news releases for those periods. Adjusted EBITDA is calculated as net earnings (loss) from continuing operations before finance costs, income taxes, depreciation and amortization, Merger and related costs, share-based compensation, Curtailment Gain and impairment of assets.

Why we use the measure and why it is useful to investors: As valuation measurements they exclude the effects of items that primarily reflect the impact of long-term investment and financing decisions, rather than the performance of our day-to-day operations, and as a measure of our ability to service debt and to meet other payment obligations.

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2019

2018

2019

2018

Net earnings (loss) from continuing operations

141

(1,067)

1,040

(327)

Finance costs

147

142

413

394

Income tax expense (recovery)

40

(434)

346

(199)

Depreciation and amortization

457

427

1,363

1,194

EBITDA

785

(932)

3,162

1,062

Merger and related costs

21

62

57

143

Share-based compensation

(21)

51

95

149

Curtailment Gain

-

(151)

-

(151)

Impairment of assets

-

1,809

33

1,809

Adjusted EBITDA

785

839

3,347

3,012

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2019

2018

2019

2018

Potash EBITDA

430

(1,311)

1,444

(597)

Impairment of assets

-

1,809

-

1,809

Potash adjusted EBITDA

430

498

1,444

1,212

Adjusted EBITDA and Adjusted Net Earnings (and the Related Per Share Amounts) Guidance

This guidance is provided on a non-IFRS basis. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with IFRS due to unknown variables and the uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value which may be inherently difficult to determine, without unreasonable efforts. Guidance excludes the impacts of Merger and related costs and share-based compensation.

Adjusted Net Earnings (and the Related Per Share Amounts)

Most directly comparable IFRS financial measure: Net earnings from continuing operations and net earnings per share.

Definition: Net earnings from continuing operations before Merger and related costs, share-based compensation and impairment of assets, net of tax.

Why we use the measure and why it is useful to investors: Focuses on the performance of our day-to-day operations excluding the effects of non-operating items.

Three Months Ended
September 30, 2019

Nine Months Ended
September 30, 2019

Per

Per

(millions of US dollars, except as otherwise

Increases

Diluted

Increases

Diluted

noted)

(Decreases)

Post-Tax

Share

(Decreases)

Post-Tax

Share

Net earnings

141

0.24

1,040

1.77

Adjustments:

Merger and related costs

21

16

0.03

57

43

0.08

Share-based compensation

(21)

(16)

(0.03)

95

71

0.12

Impairment of assets

-

-

-

33

25

0.04

Adjusted net earnings

141

0.24

1,179

2.01

Free Cash Flow

Most directly comparable IFRS financial measure: Cash provided by operating activities.

Definition: Cash provided by operating activities less sustaining capital expenditures, cash provided by operating activities from discontinued operations and changes in non-cash operating working capital. Sustaining capital expenditures are required to sustain operations at existing levels and include major repairs and maintenance and plant turnarounds.

Why we use the measure and why it is useful to investors: For evaluation of liquidity and financial strength, and as a component of employee remuneration calculations. It is also useful as an indicator of our ability to service debt, meet other payment obligations and make strategic investments. Free cash flow does not represent residual cash flow available for discretionary expenditures.

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars)

2019

2018

2019

2018

Cash provided by (used in) operating activities

589

(177)

1,246

84

Cash provided by operating activities from

discontinued operations

-

(30)

-

(156)

Sustaining capital expenditures

(256)

(305)

(667)

(738)

Changes in non-cash operating working capital

(4)

934

1,440

2,382

Free cash flow

329

422

2,019

1,572

Potash Cash Cost of Product Manufactured (“COPM”)

Most directly comparable IFRS financial measure: Cost of goods sold (“COGS”) for the Potash segment.

Definition: Potash COGS for the period excluding depreciation and amortization expense and inventory and other adjustments divided by the production tonnes for the period.

Why we use the measure and why it is useful to investors: To assess operational performance. Potash cash COPM excludes the effects of production from other periods and long-term investment decisions, supporting a focus on the performance of our day-to-day operations.

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars, except as otherwise noted)

2019

2018

2019

2018

Total COGS - Potash

303

358

892

912

Change in inventory

(26)

(75)

(1)

(38)

Other adjustments

(4)

(19)

(16)

(9)

COPM

273

264

875

865

Depreciation and amortization included in COPM

(87)

(87)

(292)

(293)

Cash COPM

186

177

583

572

Production tonnes (tonnes - thousands)

2,977

3,143

9,761

9,803

Potash cash COPM per tonne

62

56

60

58

Ammonia Controllable Cash COPM

Most directly comparable IFRS financial measure: COGS for the Nitrogen segment.

Definition: The total of COGS for the Nitrogen segment excluding depreciation and amortization expense included in COGS, cash COGS for products other than ammonia, other adjustments, and natural gas and steam costs, divided by net ammonia production tonnes.

Why we use the measure and why it is useful to investors: To assess operational performance. Ammonia controllable cash COPM excludes the effects of production from other periods, the costs of natural gas and steam, and long-term investment decisions, supporting a focus on the performance of our day-to-day operations.

Three Months Ended September 30

Nine Months Ended September 30

(millions of US dollars, except as otherwise noted)

2019

2018

2019

2018

Total COGS - Nitrogen

469

475

1,652

1,624

Depreciation and amortization in COGS

(109)

(115)

(340)

(334)

Cash COGS for products other than ammonia

(262)

(250)

(952)

(926)

Ammonia

Total cash COGS before other adjustments

98

110

360

364

Other adjustments 1

(2)

(2)

(35)

(28)

Total cash COPM

96

108

325

336

Natural gas and steam costs

(62)

(73)

(221)

(231)

Controllable cash COPM

34

35

104

105

Production tonnes (net tonnes 2 - thousands)

755

795

2,343

2,477

Ammonia controllable cash COPM per tonne

45

44

44

42

1 Includes changes in inventory balances and other adjustments.

2 Ammonia tonnes available for sale, as not upgraded to other Nitrogen products.

Gross Margin Excluding Depreciation and Amortization Per Tonne - Manufactured

Most directly comparable IFRS financial measure: Gross margin.

Definition: Gross margin from manufactured products per tonne less depreciation and amortization per tonne. Reconciliations are provided in the “Segment Results” section.

Why we use the measure and why it is useful to investors: Focuses on the performance of our day-to-day operations, which excludes the effects of items that primarily reflect the impact of long-term investment and financing decisions.

Retail EBITDA to Sales

Most directly comparable IFRS financial measure: Retail EBITDA divided by Retail sales.

Definition: Retail EBITDA divided by Retail sales for the last four rolling quarters.

Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A higher or lower percentage represents increased or decreased efficiency, respectively.

Rolling four quarters ended September 30, 2019

(millions of US dollars, except as otherwise noted)

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Total

EBITDA

214

(26)

836

190

1,214

Sales 1

2,017

2,039

6,512

2,499

13,067

EBITDA to Sales (%)

9

1 Certain immaterial figures have been reclassified for Q4 2018.

Retail Adjusted Average Working Capital to Sales

Most directly comparable IFRS financial measure: (Current assets minus current liabilities for Retail) divided by Retail sales.

Definition: Retail average working capital divided by Retail sales for the last four rolling quarters. Given the significance of our recent acquisition (Q3 2019 – Ruralco), and to appropriately reflect our operational efficiency, we revised our calculation to exclude working capital acquired in the quarter each acquisition was completed.

Why we use the measure and why it is useful to investors: To evaluate operational efficiency. A lower or higher percentage represents increased or decreased efficiency, respectively.

Rolling four quarters ended September 30, 2019

(millions of US dollars, except as otherwise noted)

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Average/Total

Working capital

2,312

3,190

3,741

3,699

Working capital from recent acquisition

-

-

-

(75)

Adjusted working capital

2,312

3,190

3,741

3,624

3,217

Sales 1

2,017

2,039

6,512

2,499

13,067

Adjusted average working capital to sales (%)

25

1 Certain immaterial figures have been reclassified for Q4 2018.

Retail Cash Operating Coverage Ratio

Most directly comparable IFRS financial measure: Retail expenses below gross margin as a percentage of Retail gross margin.

Definition: Retail expenses below gross margin excluding depreciation and amortization expense, divided by Retail gross margin excluding depreciation and amortization expense in cost of goods sold for the last four rolling quarters. Starting in the second quarter of 2019, we no longer adjust for Merger-related adjustments to align with the 2019 target calculations.

Why we use the measure and why it is useful to investors: To understand the costs and underlying economics of our Retail operations and to assess our Retail operating performance and ability to generate free cash flow.

Rolling four quarters ended September 30, 2019

(millions of US dollars, except as otherwise noted)

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Total

Gross margin

662

409

1,440

655

3,166

Depreciation and amortization in cost of goods sold

2

2

1

2

7

Gross margin excluding depreciation and amortization

664

411

1,441

657

3,173

EBIT

(82)

162

(691)

(38)

(649)

Depreciation and amortization

(132)

(134)

(144)

(152)

(562)

Operating expenses excluding depreciation and

amortization

450

439

606

467

1,962

Cash operating coverage ratio (%)

62

Retail EBITDA per US Selling Location

Most directly comparable IFRS financial measure: Retail US EBITDA.

Definition: Total Retail US EBITDA for the last four rolling quarters adjusted for acquisitions in those quarters, divided by the number of US locations that have generated sales in the last four rolling quarters adjusted for acquired locations.

Why we use the measure and why it is useful to investors: To assess our US Retail operating performance. Included are locations owned for more than 12 months.

Rolling four quarters ended September 30, 2019

(millions of US dollars, except as otherwise noted)

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Total

US EBITDA

121

(58)

672

142

877

Adjustments for acquisitions

(22)

US EBITDA adjusted for acquisitions

855

Number of US selling locations adjusted for acquisitions

913

EBITDA per US selling location (thousands of US dollars)

936

Condensed Consolidated Financial Statements

Unaudited in millions of dollars except as otherwise noted

Condensed Consolidated Statements of Earnings (Loss)

Three Months Ended

Nine Months Ended

September 30

September 30

2019

2018

2019

2018

Note 1

Note 1

SALES

Note 2

4,134

3,990

16,482

15,761

Freight, transportation and distribution

246

253

667

675

Cost of goods sold

2,748

2,582

11,388

10,953

GROSS MARGIN

1,140

1,155

4,427

4,133

Selling expenses

607

560

1,835

1,758

General and administrative expenses

97

112

287

312

Provincial mining and other taxes

92

79

253

192

Share-based compensation (recovery) expense

(21)

51

95

149

Impairment of assets

Note 3

-

1,809

33

1,809

Other expenses (income)

Note 4

37

(97)

125

45

EARNINGS (LOSS) BEFORE FINANCE COSTS AND INCOME TAXES

328

(1,359)

1,799

(132)

Finance costs

147

142

413

394

EARNINGS (LOSS) BEFORE INCOME TAXES

181

(1,501)

1,386

(526)

Income tax expense (recovery)

Note 5

40

(434)

346

(199)

NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS

141

(1,067)

1,040

(327)

Net earnings from discontinued operations

Note 6

-

23

-

698

NET EARNINGS (LOSS)

141

(1,044)

1,040

371

NET EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS

Basic

0.25

(1.74)

1.78

(0.52)

Diluted

0.24

(1.74)

1.77

(0.52)

NET EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS

Basic

-

0.04

-

1.11

Diluted

-

0.04

-

1.11

NET EARNINGS (LOSS) PER SHARE ("EPS")

Basic

0.25

(1.70)

1.78

0.59

Diluted

0.24

(1.70)

1.77

0.59

Weighted average shares outstanding for basic EPS

572,887,000

614,950,000

585,421,000

629,197,000

Weighted average shares outstanding for diluted EPS

573,702,000

614,950,000

586,335,000

629,197,000

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

Nine Months Ended

September 30

September 30

(Net of related income taxes)

2019

2018

2019

2018

Note 1

Note 1

NET EARNINGS (LOSS)

141

(1,044)

1,040

371

Other comprehensive (loss) income

Items that will not be reclassified to net earnings (loss):

Net actuarial gain on defined benefit plans

-

-

-

56

Net fair value (loss) gain on investments

(11)

14

(26)

(79)

Items that have been or may be subsequently reclassified to

net earnings (loss):

Loss on currency translation of foreign operations

(71)

(8)

(36)

(146)

Other

7

(5)

5

(5)

OTHER COMPREHENSIVE (LOSS) INCOME

(75)

1

(57)

(174)

COMPREHENSIVE INCOME (LOSS)

66

(1,043)

983

197

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Nine Months Ended

September 30

September 30

2019

2018

2019

2018

Note 1

Note 1

OPERATING ACTIVITIES

Net earnings (loss)

141

(1,044)

1,040

371

Adjustments for:

Depreciation and amortization

457

427

1,363

1,194

Share-based compensation

(21)

51

95

149

Impairment of assets

Note 3

-

1,809

33

1,809

Provision for (recovery of) deferred income tax

31

(356)

178

(58)

Gain on sale of investment

Note 6

-

-

-

(841)

Other long-term liabilities and miscellaneous

(23)

(130)

(23)

(158)

Changes in non-cash operating working capital:

Receivables

624

327

(1,427)

(1,504)

Inventories

541

129

1,239

124

Prepaid expenses and other current assets

(23)

(117)

801

737

Payables and accrued charges

(1,138)

(1,273)

(2,053)

(1,739)

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

589

(177)

1,246

84

INVESTING ACTIVITIES

Additions to property, plant and equipment

(518)

(352)

(1,177)

(913)

Business acquisitions, net of cash acquired

Note 11

(348)

(140)

(837)

(385)

Proceeds from disposal of discontinued operations, net of tax

Note 6

-

14

55

1,833

Purchase of investments

(42)

(15)

(164)

(123)

Cash acquired in Merger

-

-

-

466

Other

4

14

(10)

25

CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

(904)

(479)

(2,133)

903

FINANCING ACTIVITIES

Transaction costs on long-term debt

-

-

(29)

(21)

Proceeds from short-term debt, net

575

1,319

1,534

3,214

Proceeds from long-term debt

Note 9

-

-

1,510

-

Repayment of long-term debt

Note 9

(11)

(2)

(1,010)

(8)

Repayment of principal portion of lease liabilities

(49)

-

(166)

-

Dividends paid

Note 10

(244)

(248)

(764)

(708)

Repurchase of common shares

Note 10

-

(459)

(1,930)

(1,663)

Issuance of common shares

Note 10

1

5

18

7

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

272

615

(837)

821

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND

CASH EQUIVALENTS

(5)

(13)

(22)

(22)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(48)

(54)

(1,746)

1,786

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

616

1,956

2,314

116

CASH AND CASH EQUIVALENTS, END OF PERIOD

568

1,902

568

1,902

Cash and cash equivalents comprised of:

Cash

326

580

326

580

Short-term investments

242

1,322

242

1,322

568

1,902

568

1,902

SUPPLEMENTAL CASH FLOWS INFORMATION

Interest paid

111

125

353

366

Income taxes paid

46

27

1

123

Total cash outflow for leases

89

-

253

-

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Statements of Changes in Shareholders’ Equity

Accumulated Other Comprehensive (Loss) Income ("AOCI")

Net

Actuarial

Loss on

Net Fair

Gain on

Currency

Value

Defined

Translation

Share

Contributed

(Loss) Gain on

Benefit

of Foreign

Total

Retained

Total

Capital

Surplus

Investments

Plans 1

Operations

Other

AOCI

Earnings

Equity 2

BALANCE - DECEMBER 31, 2018

16,740

231

(7)

-

(251)

(33)

(291)

7,745

24,425

Net earnings

-

-

-

-

-

-

-

1,040

1,040

Other comprehensive (loss) income

-

-

(26)

-

(36)

5

(57)

-

(57)

Shares repurchased (Note 10)

(992)

-

-

-

-

-

-

(886)

(1,878)

Dividends declared

-

-

-

-

-

-

-

(496)

(496)

Effect of share-based compensation including

issuance of common shares

21

13

-

-

-

-

-

-

34

Transfer of net loss on investment

-

-

4

-

-

-

4

(4)

-

Transfer of net loss on cash flow hedges

-

-

-

-

-

8

8

-

8

BALANCE - SEPTEMBER 30, 2019

15,769

244

(29)

-

(287)

(20)

(336)

7,399

23,076

BALANCE - DECEMBER 31, 2017

1,806

230

73

-

(2)

(46)

25

6,242

8,303

Merger impact

15,898

7

-

-

-

-

-

(1)

15,904

Net earnings

-

-

-

-

-

-

-

371

371

Other comprehensive (loss) income

-

-

(79)

56

(146)

(5)

(174)

-

(174)

Shares repurchased (Note 10)

(884)

(23)

-

-

-

-

-

(756)

(1,663)

Dividends declared

-

-

-

-

-

-

-

(749)

(749)

Effect of share-based compensation including

issuance of common shares

8

17

-

-

-

-

-

-

25

Transfer of net loss on sale of investment (Note 6)

-

-

19

-

-

-

19

(19)

-

Transfer of net loss on cash flow hedges

-

-

-

-

-

18

18

-

18

Transfer of net actuarial gain on defined benefit plans

-

-

-

(56)

-

-

(56)

56

-

BALANCE - SEPTEMBER 30, 2018

16,828

231

13

-

(148)

(33)

(168)

5,144

22,035

1 Any amounts incurred during a period were closed out to retained earnings at each period-end. Therefore, no balance exists at the beginning or end of period.

2 All equity transactions were attributable to common shareholders.

(See Notes to the Condensed Consolidated Financial Statements)

Condensed Consolidated Balance Sheets

As at

September 30, 2019

December 31, 2018

ASSETS

Current assets

Cash and cash equivalents

568

2,314

Receivables

4,843

3,342

Inventories

3,873

4,917

Prepaid expenses and other current assets

440

1,089

9,724

11,662

Non-current assets

Property, plant and equipment

Note 1

20,045

18,796

Goodwill

Note 11

11,983

11,431

Other intangible assets

2,330

2,210

Investments

Note 11

809

878

Other assets

538

525

TOTAL ASSETS

45,429

45,502

LIABILITIES

Current liabilities

Short-term debt

Note 8

2,287

629

Current portion of long-term debt

Note 9

501

995

Current portion of lease liabilities

Note 1

219

8

Payables and accrued charges

4,615

6,703

7,622

8,335

Non-current liabilities

Long-term debt

Note 9

8,555

7,579

Lease liabilities

Note 1

793

12

Deferred income tax liabilities

Note 5

3,137

2,907

Pension and other post-retirement benefit liabilities

425

395

Asset retirement obligations and accrued environmental costs

1,662

1,673

Other non-current liabilities

159

176

TOTAL LIABILITIES

22,353

21,077

SHAREHOLDERS’ EQUITY

Share capital

Note 10

15,769

16,740

Contributed surplus

244

231

Accumulated other comprehensive loss

(336)

(291)

Retained earnings

7,399

7,745

TOTAL SHAREHOLDERS’ EQUITY

23,076

24,425

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

45,429

45,502

(See Notes to the Condensed Consolidated Financial Statements)

Notes to the Condensed Consolidated Financial Statements

As at and for the Three and Nine Months Ended September 30, 2019

NOTE 1 BASIS OF PRESENTATION

Nutrien Ltd. (collectively with its subsidiaries, known as “Nutrien” or the “Company” except to the extent the context otherwise requires) is an integrated ag solutions provider and plays a critical role in helping growers around the globe increase food production in a sustainable manner. Nutrien is the world’s largest provider of crop inputs and services. Disclosures related to the merger of Potash Corporation of Saskatchewan Inc. and Agrium Inc. (the “Merger”) can be found in Note 3 of the Company’s 2018 annual consolidated financial statements.

These unaudited interim condensed consolidated financial statements (“interim financial statements”) are based on International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the preparation of the Company’s 2018 annual consolidated financial statements, with the exception of IFRS 16, “Leases” (“IFRS 16”), which was adopted effective January 1, 2019, and resulted in an increase to property, plant and equipment and recognition of lease liabilities of approximately $1 billion at January 1, 2019. Other impacts from adoption of IFRS 16 are disclosed in Note 13 of Nutrien’s first quarter 2019 unaudited condensed consolidated financial statements. These interim financial statements include the accounts of Nutrien and its subsidiaries; however, they do not include all disclosures normally provided in annual consolidated financial statements and should be read in conjunction with the Company’s 2018 annual consolidated financial statements.

Certain immaterial 2018 figures have been reclassified or grouped together in the condensed consolidated statements of: earnings (loss), comprehensive income (loss), cash flows, changes in shareholders’ equity and in the segment information.

In management’s opinion, the interim financial statements include all adjustments necessary to fairly present such information in all material respects. Interim results are not necessarily indicative of the results expected for any other interim period or the fiscal year.

These interim financial statements were authorized by the audit committee of the Board of Directors for issue on November 4, 2019.

NOTE 2 SEGMENT INFORMATION

The Company’s four reportable operating segments are: Retail, Potash, Nitrogen and Phosphate. The Retail segment distributes crop nutrients, crop protection products, seed and merchandise, and provides services directly to growers through a network of farm centers in North and South America and Australia. The Potash, Nitrogen and Phosphate segments are differentiated by the chemical nutrient contained in the products that each produces. In the first quarter of 2019, the Company’s Chief Operating Decision Maker reassessed product groupings and decided to evaluate the performance of ammonium sulfate as part of the Nitrogen segment, rather than the Phosphate and Sulfate segment reported in the Company’s 2018 annual consolidated financial statements. Comparative amounts for Nitrogen and Phosphate were restated, including EBITDA which is calculated as net earnings (loss) from continuing operations before finance costs, income taxes and depreciation and amortization. For the three months ended September 30, 2018, Nitrogen reflected increases of $31, $9 and $13 in sales, gross margin and EBITDA, respectively, and for the nine months ended September 30, 2018, Nitrogen reflected increases of $91, $32 and $41 in sales, gross margin and EBITDA, respectively, as well as $377 in assets as at December 31, 2018, with corresponding decreases in Phosphate. In addition, the “Others” segment was renamed to “Corporate and Others”.

Three Months Ended September 30, 2019

Corporate

Retail

Potash

Nitrogen

Phosphate

and Others

Eliminations

Consolidated

Sales

– third party

2,489

748

564

333

-

-

4,134

– intersegment

10

68

115

43

-

(236)

-

Sales

– total

2,499

816

679

376

-

(236)

4,134

Freight, transportation and distribution

-

107

77

62

-

-

246

Net sales

2,499

709

602

314

-

(236)

3,888

Cost of goods sold

1,844

303

469

329

-

(197)

2,748

Gross margin

655

406

133

(15)

-

(39)

1,140

Selling expenses

601

2

7

2

(5)

-

607

General and administrative expenses

28

-

4

-

65

-

97

Provincial mining and other taxes

-

83

1

-

8

-

92

Share-based compensation recovery

-

-

-

-

(21)

-

(21)

Other (income) expenses

(12)

1

1

7

40

-

37

Earnings (loss) before finance costs and income taxes

38

320

120

(24)

(87)

(39)

328

Depreciation and amortization

152

110

127

58

10

-

457

EBITDA

190

430

247

34

(77)

(39)

785

Assets – at September 30, 2019

18,996

11,939

10,807

2,207

2,029

(549)

45,429

Three Months Ended September 30, 2018

Corporate

Retail

Potash

Nitrogen 1

Phosphate 1

and Others

Eliminations

Consolidated

Sales

– third party

2,117

880

600

393

-

-

3,990

– intersegment

14

62

124

71

-

(271)

-

Sales

– total

2,131

942

724

464

-

(271)

3,990

Freight, transportation and distribution

-

125

85

54

-

(11)

253

Net sales

2,131

817

639

410

-

(260)

3,737

Cost of goods sold

1,598

358

475

383

-

(232)

2,582

Gross margin

533

459

164

27

-

(28)

1,155

Selling expenses

552

3

8

3

(6)

-

560

General and administrative expenses

25

3

7

2

75

-

112

Provincial mining and other taxes

-

78

1

-

-

-

79

Share-based compensation expense

-

-

-

-

51

-

51

Impairment of assets (Note 3)

-

1,809

-

-

-

-

1,809

Other (income) expenses

(38)

5

(7)

(1)

(56)

-

(97)

(Loss) earnings before finance costs and income taxes

(6)

(1,439)

155

23

(64)

(28)

(1,359)

Depreciation and amortization

122

128

115

52

10

-

427

EBITDA

116

(1,311)

270

75

(54)

(28)

(932)

Assets – at December 31, 2018

17,964

11,710

10,386

2,406

3,678

(642)

45,502

1 Comparative figures have been restated to reflect the change in the sulfate product grouping from Phosphate and Sulfate to Nitrogen.

Nine Months Ended September 30, 2019

Corporate

Retail

Potash

Nitrogen

Phosphate

and Others

Eliminations

Consolidated

Sales

– third party

11,022

2,328

2,033

1,099

-

-

16,482

– intersegment

28

178

487

160

-

(853)

-

Sales

– total

11,050

2,506

2,520

1,259

-

(853)

16,482

Freight, transportation and distribution

-

252

275

178

-

(38)

667

Net sales

11,050

2,254

2,245

1,081

-

(815)

15,815

Cost of goods sold

8,546

892

1,652

1,092

-

(794)

11,388

Gross margin

2,504

1,362

593

(11)

-

(21)

4,427

Selling expenses

1,816

7

21

5

(14)

-

1,835

General and administrative expenses

82

-

11

3

191

-

287

Provincial mining and other taxes

-

237

2

1

13

-

253

Share-based compensation expense

-

-

-

-

95

-

95

Impairment of assets (Note 3)

-

-

-

-

33

-

33

Other expenses (income)

39

(2)

(27)

20

95

-

125

Earnings (loss) before finance costs and income taxes

567

1,120

586

(40)

(413)

(21)

1,799

Depreciation and amortization

433

324

394

180

32

-

1,363

EBITDA

1,000

1,444

980

140

(381)

(21)

3,162

Assets – at September 30, 2019

18,996

11,939

10,807

2,207

2,029

(549)

45,429

Nine Months Ended September 30, 2018

Corporate

Retail

Potash

Nitrogen 1

Phosphate 1

and Others

Eliminations

Consolidated

Sales

– third party

10,467

2,148

2,037

1,109

-

-

15,761

– intersegment

36

180

462

203

-

(881)

-

Sales

– total

10,503

2,328

2,499

1,312

-

(881)

15,761

Freight, transportation and distribution

-

298

279

157

-

(59)

675

Net sales

10,503

2,030

2,220

1,155

-

(822)

15,086

Cost of goods sold

8,130

912

1,624

1,080

-

(793)

10,953

Gross margin

2,373

1,118

596

75

-

(29)

4,133

Selling expenses

1,732

9

24

8

(15)

-

1,758

General and administrative expenses

73

8

17

6

208

-

312

Provincial mining and other taxes

-

188

2

1

1

-

192

Share-based compensation expense

-

-

-

-

149

-

149

Impairment of assets (Note 3)

-

1,809

-

-

-

-

1,809

Other (income) expenses

(57)

13

(7)

(2)

98

-

45

Earnings (loss) before finance costs and income taxes

625

(909)

560

62

(441)

(29)

(132)

Depreciation and amortization

367

312

334

140

41

-

1,194

EBITDA

992

(597)

894

202

(400)

(29)

1,062

Assets – at December 31, 2018

17,964

11,710

10,386

2,406

3,678

(642)

45,502

1 Comparative figures have been restated to reflect the change in the sulfate product grouping from Phosphate and Sulfate to Nitrogen.

The Company disaggregated revenue from contracts with customers by product line or geographic location for each reportable segment to show how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Three Months Ended

Nine Months Ended

September 30

September 30

2019

2018

2019

2018

Retail sales by product line

Crop nutrients

769

650

4,082

3,660

Crop protection products

1,318

1,086

4,348

4,218

Seed

60

60

1,613

1,584

Merchandise

135

161

387

442

Services and other

217

174

620

599

2,499

2,131

11,050

10,503

Potash sales by geography

Manufactured product

North America

437

483

1,084

1,128

Offshore 1

379

458

1,421

1,198

Other potash and purchased products

-

1

1

2

816

942

2,506

2,328

Nitrogen sales by product line 2

Manufactured product

Ammonia

172

225

713

783

Urea

239

217

801

730

Solutions, nitrates and sulfates

193

207

613

620

Other nitrogen and purchased products

75

75

393

366

679

724

2,520

2,499

Phosphate sales by product line 2

Manufactured Product

Fertilizer

205

305

752

846

Industrial and feed

119

126

359

352

Other phosphate and purchased products

52

33

148

114

376

464

1,259

1,312

1 Relates primarily to Canpotex Ltd. ("Canpotex") (Note 13).
2 Comparative figures have been restated to reflect the change in the sulfate product grouping from Phosphate and Sulfate to Nitrogen.

NOTE 3 IMPAIRMENT OF ASSETS

During the nine months ended September 30, 2019, the Company recorded an impairment of $33 relating to certain intangible assets.

During the nine months ended September 30, 2018, through a strategic portfolio review, the Company determined the New Brunswick Potash operations would no longer be part of the Company’s medium-term or long-term strategic plans. Accordingly, the New Brunswick cash generating unit was estimated to have a recoverable amount of $50, based on the fair value less costs of disposal. This resulted in an impairment loss of $1,809 ($1,320, net of tax) related to its property, plant and equipment being recorded in the Potash segment for the three and nine months ended September 30, 2018. The estimated recoverable amount was determined to be the salvage value of the assets based on the estimated fair market value of similar used assets and past experience, a Level 3 fair value measurement.

NOTE 4 OTHER EXPENSES (INCOME)

Three Months Ended

Nine Months Ended

September 30

September 30

2019

2018

2019

2018

Merger and related costs

21

62

57

143

Foreign exchange loss (gain)

2

-

14

(2)

Earnings of equity-accounted investees

(6)

(15)

(53)

(26)

Gain on curtailment of defined benefit pension and other post-retirement benefit plans

-

(151)

-

(151)

Other expenses

20

7

107

81

37

(97)

125

45

During the third quarter of 2018, as part of the Company’s continuous assessment of its operations, participation (based on age and years of service) in certain company defined benefit pension and other post-retirement benefit plans was suspended and/or discontinued effective January 1, 2020. As a result, the Company recognized a merger-related gain on curtailment of defined benefit pension and other post-retirement benefit plans of $151.

NOTE 5 INCOME TAXES

A separate estimated average annual effective income tax rate was determined for each taxing jurisdiction and applied individually to the interim period pre-tax earnings from continuing operations for each jurisdiction.

Three Months Ended

Nine Months Ended

September 30

September 30

Income Tax Related to Continuing Operations

2019

2018

2019

2018

Income tax expense (recovery)

40

(434)

346

(199)

Actual effective tax rate on earnings (loss) from continuing operations (%)

22

29

25

38

Actual effective tax rate including discrete items (%)

22

29

25

38

Discrete tax adjustments that impacted the tax rate

1

2

5

-

Income tax balances within the condensed consolidated balance sheets were comprised of the following:

Income Tax Assets and Liabilities

Balance Sheet Location

As at September 30, 2019

As at December 31, 2018

Current income tax assets

Current

Receivables

81

248

Non-current

Other assets

36

36

Deferred income tax assets

Other assets

269

216

Total income tax assets

386

500

Current income tax liabilities

Current

Payables and accrued charges

41

47

Non-current

Other non-current liabilities

40

64

Deferred income tax liabilities

Deferred income tax liabilities

3,137

2,907

Total income tax liabilities

3,218

3,018

NOTE 6 DISCONTINUED OPERATIONS

During the three and nine months ended September 30, 2019, there were no discontinued operations.

In 2018, the Company’s investments in Sociedad Quimica y Minera de Chile S.A. (“SQM”), Israel Chemical Ltd. (“ICL”) and Arab Potash Company (“APC”) were presented as discontinued operations. During the nine months ended September 30, 2018, the Company sold its investments in ICL, a portion of its investment in SQM and its Conda Phosphate operations for proceeds, net of commissions, of $1,061, $685 and $87, respectively.

Net earnings from discontinued operations were comprised of:

Three Months Ended

Nine Months Ended

September 30, 2018

September 30, 2018

Gain on disposal of investment in SQM

-

841

Dividend income of SQM, APC and ICL 1

30

156

Income tax expense 2

(7)

(299)

Net earnings from discontinued operations

23

698

1 Dividend income is included in cash provided by operating activities on the condensed consolidated statements of cash flows.

2 For the three months ended September 30, 2018, income tax expense relates to the planned repatriation of dividend income and the remaining excess cash available in Chile. For the nine months ended September 30, 2018, income tax expense is comprised of $255 relating to the disposals of certain SQM shares including the planned repatriation of the net proceeds, and $44 relating to earnings from discontinued operations.

NOTE 7 FINANCIAL INSTRUMENTS

Fair Value

Estimated fair values for financial instruments are designed to approximate amounts for which the instruments could be exchanged in a current arm’s-length transaction between knowledgeable, willing parties. The valuation policies and procedures for financial reporting purposes are determined by the Company’s finance department. There have been no changes to the Company’s valuation methods presented in Note 13 of the 2018 annual consolidated financial statements and those valuation methods have been applied in these interim financial statements.

The following table presents the Company’s fair value hierarchy for financial assets and financial liabilities carried at fair value on a recurring basis or measured at amortized cost:

September 30, 2019

December 31, 2018

Carrying

Carrying

Financial instruments measured at

Amount

Level 1 1

Level 2 1

Amount

Level 1 1

Level 2 1

Fair value on a recurring basis

Cash and cash equivalents

568

-

568

2,314

-

2,314

Derivative instrument assets

5

-

5

5

-

5

Other current financial assets

- marketable securities 2

192

23

169

97

12

85

Investments at FVTOCI 3

160

160

-

186

186

-

Derivative instrument liabilities

(38)

-

(38)

(71)

-

(71)

Amortized cost

Current portion of long-term debt

Senior notes and debentures 4

(494)

-

(507)

(995)

-

(1,009)

Fixed and floating rate debt

(7)

-

(7)

(8)

-

(8)

Long-term debt

Senior notes and debentures 4

(8,532)

(4,788)

(4,311)

(7,569)

(1,004)

(6,177)

Fixed and floating rate debt

(23)

-

(23)

(22)

-

(22)

1 During the period ended September 30, 2019, there were no transfers between Level 1 and Level 2 for financial instruments measured at fair value on a recurring basis. The Company’s policy is to recognize transfers at the end of the reporting period.

2 Marketable securities consist of equity and fixed income securities. The Company determines the fair value of equity securities based on the bid price of identical instruments in active markets. The Company values fixed income securities using quoted prices of instruments with similar terms and credit risk.

3 Investments at fair value through other comprehensive income ("FVTOCI") are comprised of shares in Sinofert Holdings Ltd. (“Sinofert”) (December 31, 2018 – Sinofert and other).

4 Carrying amount of liability includes net unamortized debt issue costs.

NOTE 8 SHORT-TERM DEBT

In 2019, the Company terminated its $500 accounts receivable securitization program. There were no loan drawdowns made under this program in 2019.

NOTE 9 LONG-TERM DEBT

The following tables summarize the Company’s long-term debt issuances and repayment activities during the nine months ended September 30, 2019:

Rate of interest (%)

Maturity

Amount

Notes issued 2019

4.200

April 1, 2029

750

Notes issued 2019

5.000

April 1, 2049

750

1,500

The notes issued in 2019 are unsecured, rank equally with Nutrien's existing unsecured debt, and have no sinking fund requirements prior to maturity. Each series is redeemable and provides for redemption prior to maturity, at the Company's option, at specified prices.

Rate of interest (%)

Maturity

Amount

Debentures repaid 2019

6.750

January 15, 2019

500

Senior Notes repaid 2019

6.500

May 15, 2019

500

1,000

NOTE 10 SHARE CAPITAL

Authorized

The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares. The common shares are not redeemable or convertible. The preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors. No preferred shares have been issued.

Issued

Number of Common Shares

Share Capital

Balance – December 31, 2018

608,535,477

16,740

Issued under option plans and share-settled plans

431,485

21

Repurchased

(36,066,766)

(992)

Balance – September 30, 2019

572,900,196

15,769

Share repurchase programs

Board of Directors Approval

Expiry

Maximum Shares for Repurchase

2018 Normal Course Issuer Bid 1

February 20, 2018

February 22, 2019

50,363,686

2019 Normal Course Issuer Bid 2

February 20, 2019

February 26, 2020

30,133,631

1 On December 14, 2018, the normal course issuer bid was increased to permit the repurchase of up to 8 percent of the Company’s outstanding common shares.

2 The normal course issuer bid permitted the repurchase of up to 5 percent of the Company’s outstanding common shares.

The Company has repurchased the maximum authorized amount under the 2019 normal course issuer bid. Purchases under the 2019 normal course issuer bid were made through open market purchases at market price as well as by other means as permitted by applicable securities regulatory authorities, including private agreements.

The following table summarizes the Company’s share repurchase activities during the period:

Three Months Ended

Nine Months Ended

September 30

September 30

2019

2018

2019

2018

Common shares repurchased for cancellation

-

7,271,800

36,066,766

32,209,923

Average price per share

-

54.15

52.07

51.62

Total cost

-

394

1,878

1,663

Repurchase resulting in a reduction of:

Share capital

-

199

992

884

Contributed surplus 1

-

-

-

23

Retained earnings 1

-

195

886

756

1 The excess of net cost over the average book value of the shares.

Dividends declared

The Company declared dividends per share of $0.45 (2018 – $0.40) during the three months ended September 30, 2019, payable on October 17, 2019 to shareholders of record on September 30, 2019, and $0.88 (2018 – $1.20) during the nine months ended September 30, 2019.

In 2019, the Company announced an increase in the expected quarterly dividend from $0.43 per share to $0.45 per share commencing with the quarterly dividend declared in the third quarter of 2019 and until otherwise determined by the Board of Directors.

Anti-dilutive shares

The diluted weighted average shares calculation excluded 979,000 stock options and 118,000 equity-settled performance share units for the three months ended September 30, 2018; and 621,000 stock options and 118,000 equity-settled performance share units for the nine months ended September 30, 2018, due to their anti-dilutive effect.

NOTE 11 BUSINESS ACQUISITIONS

The Company had the following acquisitions for the nine months ended September 30, 2019:

Ruralco Holdings Limited (“Ruralco”)

Other Acquisitions

Acquisition date

September 30, 2019

Various

Total consideration, net of cash and cash equivalents acquired

$330

Also included in the total consideration, net of cash and cash equivalents acquired, is the impact of $18 relating to a foreign exchange hedge loss which the Company designated a cash flow hedge and accounted for similarly to other cash flow hedges. As the hedge was related to the commitment to purchase a foreign operation the Company considered it a non-financial item. The loss from the hedging instrument initially recognized in other comprehensive income (loss) was adjusted as part of goodwill when the business acquisition occurred.

$507, net of $100 previously held equity-accounted interest held in Agrichem. The remaining 20 percent interest in Agrichem was acquired in the first nine months of 2019, making Agrichem a wholly owned consolidated subsidiary of the Company.

Description

An agriservices business in Australia with more than 500 operating locations.

54 Retail locations in North and South America and Australia, which included companies operating within the proprietary products business, such as Actagro, LLC (“Actagro”), a developer, manufacturer and marketer of environmentally sustainable soil and plant health products and technologies.

Expected benefits

  • reduced operating costs
  • broader distribution of Nutrien/Landmark products
  • enhanced ability to foster innovation
  • exposure to the water segment
  • expansion of geographical coverage for the sale of crop input products
  • increased customer base and workforce
  • synergies between Nutrien and acquired businesses

The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed and related deferred income tax impacts. As at September 30, 2019, the purchase price allocation for the Actagro acquisition was substantially complete. The purchase price allocation for Ruralco and other acquisitions are not final as the Company is continuing to obtain and verify information required to determine the fair value of certain assets acquired and liabilities assumed and the amount of deferred income taxes arising on their recognition. The Company expects to finalize the amounts recognized as it obtains the information necessary to complete the analysis within one year from the date of the acquisition.

The preliminary values allocated to the acquired assets and assumed liabilities based upon fair values were as follows:

September 30, 2019

Ruralco

Other Acquisitions

Receivables 1

250

68

Inventories

116

120

Prepaid expenses and other current assets

11

39

Property, plant and equipment

70

106

Goodwill 2

272

293

Other intangible assets

55

179

Investments and other assets

31

2

Short-term debt 3

(112)

-

Payables and accrued charges

(299)

(152)

Other current liabilities

(17)

-

Long-term debt

-

(36)

Other non-current liabilities

(47)

(12)

Total consideration

330

607

Previously held equity-accounted interest in Agrichem

-

(100)

Total consideration, net of cash and cash equivalents acquired

330

507

1 Includes trade receivables with gross contractual amount of $247.

2 Goodwill was calculated as the excess of the fair value of consideration transferred over the recognized amount of net identifiable assets acquired. The portion of goodwill deductible for income tax purposes will be determined when the purchase allocation is finalized.

3 Outstanding amount on the Ruralco credit facilities assumed as part of the acquisition.

The significant fair value considerations included in the allocation of the purchase price are discussed below:

Asset

Valuation Technique

Property, plant and equipment

Market approach for land and certain types of personal property: sales comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets.

Replacement costs for all other depreciable property, plant and equipment: measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.

Other intangible assets

Income approach – multi-period excess earnings method: which measures the value of an asset based on the present value of the incremental after-tax cash flows attributable to the asset after deducting contributory asset charges (“CACs”). Allocation of CACs is a matter of judgment and based on the nature of the acquired business’ operations and historical trend.

The Ruralco acquisition was completed at the close of business on September 30, 2019, therefore, the Company’s consolidated statements of earnings did not include any impacts from Ruralco for the three and nine months ended September 30, 2019. Financial information related to business acquisitions is as follows:

Three Months Ended 2

Nine Months Ended 2

Pro Forma 1

September 30, 2019

September 30, 2019

Ruralco

Other Acquisitions

Other Acquisitions

Other Acquisitions

Sales

1,090

460

99

267

EBITDA/Net earnings

50

80

4

6

1 Estimated annual sales and EBITDA if acquisitions occurred at January 1, 2019.

2 Sales and net earnings from continuing operations before income taxes from date of acquisition.

NOTE 12 SEASONALITY

Seasonality in the Company’s business results from increased demand for products during planting season. Crop input sales are generally higher in spring and fall application seasons. Crop input inventories are normally accumulated leading up to each application season. Feed and industrial sales are more evenly distributed throughout the year. The results of this seasonality have a corresponding effect on trade and rebates receivables, inventories, prepaid expenses and other current assets and trade payables. Our short-term debt also fluctuates during the year to meet working capital needs. The Company’s cash collections generally occur after the application season is complete, while customer prepayments are concentrated in December and January and inventory prepayments are concentrated in the period from November to January.

NOTE 13 RELATED PARTY TRANSACTIONS

The Company sells potash from its Canadian mines for use outside Canada and the United States exclusively to Canpotex. Sales are at prevailing market prices and are settled on normal trade terms. Sales to Canpotex for the three months ended September 30, 2019 were $379 (2018 – $458) and the nine months ended September 30, 2019 were $1,421 (2018 – $1,198). At September 30, 2019, $215 (December 31, 2018 – $208) was owing from Canpotex.

Investor and Media Relations:

Richard Downey

Vice President, Investor & Corporate Relations

(403) 225-7357

[email protected]

Investor Relations:

Jeff Holzman

Senior Director, Investor & Corporate Relations

(306) 933-8545

Tim Mizuno

Senior Manager, Investor Relations

(306) 933-8548

Contact us at: www.nutrien.com

Source: Nutrien Ltd.

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